1.1 In General Terms and Conditions of Sale the following terms shall have the meanings shown:
The Customer: the person with whom PepSep has concluded an agreement
PepSep: is the one man company PepSep, which has its seat in Marslev, Denmark.
1.2 These General Terms and Conditions of Sale are applicable to all invitations to treat and quotations made by PepSep as well as to all agreements between PepSep and the Customer.
1.3 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.4 In the case of any possible conflict between the General Terms and Conditions of Sale PepSep and any general conditions of the Customer which are (also) applicable, the General Conditions of PepSep shall prevail.
2. Offer and agreement
2.1 All quotations made by PepSep are made without obligation, unless the terms of the quotation expressly state otherwise. If a quotation made by PepSep contains an offer without obligation and this offer is accepted by the Customer, PepSep retains the right to withdraw the offer within 7 days of receiving notice of the Customer’s acceptance.
2.2 An agreement between PepSep and the Customer shall come into existence when PepSep has accepted the Customer’s order in writing or when PepSep begins to carry out the agreement.
2.3 All offers made by PepSep are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
3. Time limits
3.1 The time limits stated by PepSep to the Customer in connection with the execution of the agreement are only indicative and shall never operate as deadlines, even where they are stated to be final.
3.2 In the event that any time limit stated by PepSep is exceeded, PepSep shall only be considered to be in default once the Customer has informed that PepSep in writing of the default and given PepSep a reasonable period to comply with its obligations to the Customer. This reasonable period shall be at least be the same length of the period originally agreed for the implementation of the relevant agreement.
4. Prices/rates/price list
4.1 Unless expressly stated otherwise, all prices and rates quoted by PepSep are exclusive of sales tax and any other government taxes or duties. The prices and rates are valid for the specifications stated in the confirmation of the order.
4.2 The agreed prices include carriage to the agreed delivery address.
4.3 All prices are in Euro but can be changed to reflect a different currency(USD, GBP, DKK, JPY).
4.4 Prices are displayed without Danish VAT.
4.5 Unless agreed otherwise in writing, all costs incurred by third parties in connection with the agreement, which are not invoiced directly to the Customer, by the third party will be invoiced to the Customer through PepSep.
5.1 Unless expressly stated otherwise in our order confirmation, payment for goods shall be made 30 days net without offset or deduction.
5.2 Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
5.3 If the customer fail to pay any invoice within seven calendar days of the due date of payment, PepSep may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the customer within seven calendar days of the expiration of the grace period. Further, we may charge the customer interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which PepSep are or may be entitled at law or in equity.
6. Delivery of goods
6.1 In principle, delivery is included in the price. PepSep shall specify the mode of transport by which the goods shall be delivered. The actual delivery shall be to the nearest place to the office or retail unit of the Customer which is safe and accessible for the chosen delivery vehicle.
6.2 The Customer must take delivery of the goods as soon as possible after the arrival of the delivery vehicle. Whilst taking delivery of the goods the Customer must comply with any instructions given by PepSep (or by any third party appointed by PepSep to deliver the goods).
6.3 Where delivery is included in the price of the goods, the Customer must mark all visible shortages or damage directly on the delivery note or transport document. If the delivery included in the price of the goods is to the address of a third party, who will hold the goods on behalf of the Customer, the Customer must take control of the goods within 24 hours of delivery to the third party.
6.4 The customer must inspect goods delivered upon receipt. The customer is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by PepSep within five calendar days after delivery of the goods.
7. Intellectual property rights
7.1 Unless an express agreement to the contrary is made with the Customer, PepSep retains all rights of authorship and general intellectual property rights, industrial property rights or other such rights over all documents, details, drawings, calculations, models and general documentation given to the Customer.
7.2 The Customer is expressly forbidden to alienate, encumber, copy, reproduce, disclose or otherwise use or exploit or in any way convey to a third party for remuneration or otherwise the rights and items detailed in paragraph 8.1 without obtaining prior express permission in writing from PepSep.
8.1 The Customer must inform PepSep of any complaints regarding the fulfilment of the agreement by PepSep. All complaints must be notified to PepSep in writing within 48 hours of the fulfilment of the agreement or the discovery of the cause of the complaint or the time when the cause of the complaint should have been discovered. If this deadline is exceeded, any claim against PepSep in respect of the relevant complaint shall lapse.
8.2 If PepSep considers the claim to be valid, it has the right to perform its obligations under the relevant agreement again or otherwise remedy the complaint. PepSep is not responsible for any damage resulting to the Customer from the circumstances complained of, unless the complaint is caused by fraud or gross negligence on the part of PepSep.
8.3 Complaints about the fulfilment of the agreement by PepSep shall never operate to release the Customer from its obligations to pay PepSep.
9.1 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. The customers recovery from PepSep for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
9.2 PepSep shall not be liable for any claims based on our compliance with the customers designs, specifications or instructions or repair, modification or alteration of any goods by parties other than PepSep or use in combination with other goods.
9.3 Any right of the Customer to make a claim against PepSep shall lapse one year after the end or completion of the performance of the agreement to which the claim relates, except in the event that the facts on which the claim is based could not have been discovered within this period. In that case, the relevant claim will lapse one year after the date on which the fact in question was discovered or could have been discovered.
10. Force majeure
10.1 In the event of a permanent force majeure PepSep has the right to revoke the agreement with the Customer by way of a written declaration without the need for legal proceedings. In the event of a temporary force majeure PepSep has the right to extend the deadlines for fulfilment of the agreement by a period of the same length as the duration of the temporary force majeure. In the event of either permanent or temporary force majeure PepSep is not responsible for any damage suffered by the Customer whatever the nature or origin of that damage.
10.2 For the purposes of this clause 10, the term force majeure shall include all facts and circumstances which interfere with or make impossible the fulfilment of the agreement over which PepSep has no influence and which are neither attributable to any fault of PepSep nor the responsibility of PepSep according to any law, legal proceedings or standard practice.
10.3 If when the force majeure occurs PepSep has already partly performed its obligations under the agreement or can only partly complete its obligations under the agreement, PepSep is permitted to invoice the completed part of its obligations separately.
11. Consequences of provisions being void or voidable
If any provision of this agreement is void or voidable, the general provisions of the agreement shall remain fully in force and shall play a part in determining new provisions to replace those which are void and/or voidable, which new provisions shall as far as possible have the same goal and intention as the void and/or voidable provisions.
12. Suspension and rescission
12.1 In the event that the Customer fails to perform any of its obligations to PepSep at all, on time or sufficiently, PepSep has the right (without prejudice to any other rights available to PepSep in future) to suspend performance of its obligations towards the Customer until the Customer has fully performed its obligations towards PepSep.
12.2 In addition to all general rights which PepSep may have in future, PepSep has the right to rescind the agreement with the Customer in writing, without giving the Customer any further opportunity to remedy the default and without the need for a court order, in the event that:
a) there is any question of permanent force majeure as defined in paragraph 8 of these general conditions;
b) despite thorough proof of default the Customer fails to perform one or more of its obligations to PepSep under the agreement either at all, on time, sufficiently or thoroughly;
c) the Customer is given a (temporary) moratorium on payments, an application for a declaration of the Customer’s insolvency is made or the Customer itself applies to be declared insolvent, the Customer makes a (private) agreement with its creditors or calls a meeting of its creditors with the intention of doing so;
d) the Customer’s business is liquidated and/or the business activities of the Customer are in fact suspended;
e) the Customer’s assets go into management or administration, the Customer’s assets are attached and that attachment is for a period of at least a month, or if the Customer’s assets are called upon in any other way;
f) the control of the Customer changes so much that adequate performance of the Customer’s obligations is threatened or can no longer be guaranteed.
13. Changes to the General Conditions
PepSep has the right to make changes to these general conditions.
14. Applicable law and resolution of disputes
14.1 All agreements between PepSep and the Customer shall be exclusively governed by Danish law.
14.2 All disputes following from or connected with (the fulfilment of) an agreement between PepSep and the Customer shall be heard by the competent judge.