1.1. 

Following terms of sales and delivery (hereafter pronounced as “terms”) will be applicable to all sales and deliveries (hereafter pronounced as “product/products”) from Slice Fruit A/S and/or companies connected to the concern, branches etc. (hereafter pronounced “SF”) unless it is agreed otherwise in writing.The terms apply to all types of agreement whether it was made by letter, fax, telephone, or otherwise. 

1.2 

If a disagreement occurs between SF and the customer concerning the sales- and delivery agreement and the terms, the terms will have priority. 

2. Brochures, price lists etc. 

2.1

Brochures, price lists, information, etc., belonging to SF are to be seen as guidance and is therefore only binding for SF if it is written by SF in the acknowledgement of the order. 

3. Quotation and acceptance 

3.1 

Quotations from SF are without affability to SF unless the affability is written in the quotation. 

3.2 

A quotation is binding for SF if it is confirmed in writing or executed. 

3.3 

Special terms of purchase or specific demands from the customer i.e. written in the purchase order or terms of purchase of the customer are not binding for SF unless SF has accepted the terms or demands in writing. 

3.4

If SF has made an offer which has no time limit for acceptance the offer will lapse after 5 working days (monday-friday) after the date of quotation unless acknowledgement in writing has been received within the time limit as stated above. 

4. Reservations regarding products which are not stock kept 

4.1 

An offer or an acceptance from SF which concerns products not stock kept by SF is made with reservation for the possibility obtaining the products i.e. what concerns imp-/export regulations. 

4.2

If a product cannot be provided SF is allowed to deliver a similar product unless the customer in writing has expressed his unwillingness to receive a similar product. 

5. Prices 

5.1 

If not otherwise agreed in writing all prices are: 

5.1.1 

Excluding VAT and taxes 

5.1.2 

Including costs of delivery 

5.1.3 

Excluding dispatch fees 

5.1.4 

Specified in DKK 

5.2 

Changes of prices before as well as after the acceptance are provided regarding changes of raw material prices, prices from sub contractors, changes of public regulations, changes of rate of exchanges, changes of salaries, etc. If the price is increased more than 20% the customer can withdraw the agreement if SF is told immediately after the customer acknowledgement of the increase. 

5.3 

If the sort of sale or delivery is changed or if the production costs are increased due to customer relation, SF can demand a compensation for that. 

6. Terms of payment 

6.1 

The payment to SF falls due on delivery. Time of payment: 14 days after delivery (latest). 

6.2 

The payment is accepted when it is credited into the bank account of SF. 

6.3 

By payment upon expiry of the time of payment (expressed in 6.1) an interest on overdue payments of 2% for each fraction of a month will be charged until paid in full. Interests will be charged immediately and before other dept. 

6.4 

If the payment of a delivery is not made on time SF has the right – without obligation to compensation - to withhold other deliveries to the customer irrespective of the connection between the deliveries. 

6.5 

Every delay of the payment to SF is to be considered as a violation of the agreement and SF is entitled to compensation. 

7. Delivery and forwarding 

7.1 

The time of delivery is made upon the customer request (whenever possible). If nothing else agreed the delivery will take place as soon as possible. (According to 7.5) 

7.2 

SF provides (on the risk of the customer) the transportation to any delivery address in Europe to whichever passable way leads. Transportation insurance is only made by SF on behalf of the customer (confirmed by the customer in writing) and against payment. 

7.3 

Orders must be placed latest day A before 10.00 o’clock at SF, via mail, telefax or telephone, to ensure a delivery day C. If the orders are placed later than 10.00 o´clock day A, the delivery will be on day D. 

7.4 

Delivery is completed when the product is handled over to the forwarding agency booked by SF. 

7.5 

SF is allowed to postpone the time of delivery agreed in following cases: 7.5.1 By changes of the order demanded by the customer or because of circumstances created by the customer. 7.5.2 By major force (according to 11.) 

7.5.3 

If the delivery is stopped or delayed because of public directives. 

7.5.4 

If it is not possible for SF to provide raw material to produce the product. 

7.6 

If it is agreed on a certain time of delivery and if SF has exceeded the time and the reason is not mentioned in 7.5 and the products remain undelivered the customer has the right to demand the delivery within 3 working days (monday-friday) after the demand is received in writing by SF. After the lapse of this period the customer can cancel the agreement what concerns the delayed part of the delivery – unless the customer is responsible for the delay.The customer has – if he/she cancels the agreement - the right to compensation due to the direct losses he/she suffered. However the compensation cannot exceed the appropriate costs of buying goods in replacement.The delay gives the customer no other rights concerning violation of the agreement than the above mentioned. SF is not at anytime responsible for loss of profit, loss of time or other direct losses as well as payment of daily fines. 

8. Defects 

8.1 

SF is only responsible for defects which show within 5 working days (monday-friday) from the time of delivery. 

8.2 

SF’s responsibility depends on the documentation of the customer showing that the delivered material is defect. The customer is obliged to document that the product was stored properly. 

8.3 

By defects the customer has the following rights towards SF concerning violation of the agreement: 

8.3.1 

SF is obliged to rectify defects by a new delivery in respect of reasonable costs and the wishes of the customer. 

8.3.2 

If a new delivery is not made within 3 working days (monday-friday) after the customer has documented the defect of the product the customer can cancel the agreement. The customer has the right to compensation for the direct losses he suffered. However the compensation cannot exceed the appropriate costs of buying goods in replacement. 

8.3.3 

SF has no further responsibility concerning the products and the customer cannot demand a proportionally reduction of the price, further compensation or withhold payment. 

9. Complaints 

9.1 

By defects the customer must complain as soon as the defect shows. 

9.2 

If the quantity delivered was too small the customer should immediately after receiving the products make a term of delivery (according to 7.6) in order to exert the defect. 

10. Product responsibility 

10.1 

Except from the cases mentioned in the announcement 2007/03/20, no. 261 regarding product responsibility, SF’s product responsibility is limited as follows: 10.1.1 SF is only responsible for damages which the products cause if it is documented that the damage is caused by mistakes made by persons for whom SF is responsible. 

10.1.2 

SF is not responsible for damages on products of which the SF products are part of or added. However SF is responsible if the damage was made due to gross negligence from a person for whom SF is responsible. 

10.1.3 

SF is not responsible for damages caused by the products complying public regulations. 

10.1.4 

SF is not responsible for customer’s loss of profit, loss of time or other direct losses. 

10.1.5 

To the extend that SF should be imposed to product responsibility towards third party the customer is obliged to indemnify SF the same way as the responsibility of SF is limited according to above mentioned. SF as well as the customer are obliged to inform each other regarding potential demands concerning product responsibility. 

10.1.6 

The product responsibility of SF has a limitation period of 3 years after the date when the claimant has or should have recognized the damage and the cause. If the date of limitation has not exceeded the demand will lapse 10 years after the date the product was delivered. 

11. Major Force 

11.1 

The following circumstances causes exemption of responsibility, if it hinders punctual or complete delivery from SF or makes the fulfillment unreasonable burdensome: fire, explosion, natural disaster, epidemic, war, rebellion, disturbances, state of emergency, mobilization or similar arrangements, seizing, currency restriction, imp – and export restriction, strike, lockout or other circumstances of similar character out of the control of SF, even if it is at SF or one of SF’s suppliers. The listing is not to be complete. In occasions were the delivery of the products has been delayed more than three (3) weeks in consequence of major force, SF and the customer have the right to cancel the order. There will be no demand for any form of compensation or replacement. 

12. Choice of law 

12.1 

Any dispute arising between SF and the customer has to be resolved by Danish law; no matter if the Danish law rules will lead to that court of another country which is responsible. The dispute will be solved by the court of DK-Kolding, irrelevant were the customer is situated or placed. 

12.2 

Regardless 12.1 SF has the right to demand, that the dispute instead will be removed to the Danish Arbitration. All members are pointed out in agreement to the rules of the board.