1. Application
These general terms and conditions shall be effective for all deliveries by Crown Seafood unless otherwise explicitly agreed in writing between the parties. Such an agreement shall supersede these general terms and conditions on points that may be inconsistent therewith.
The buyer’s general conditions of purchase etc. shall not apply between the parties unless Crown Seafood has explicitly consented thereto.
In the following, Crown Seafood is designated as Crown Seafood and the other party as the Buyer.
2. Information of the products
The counselling and guidance and provided by Crown Seafood on product handling, including information of the products, is solely a service rendered to the Buyer, for which Crown Seafood shall assume no liability.
Crown Seafood shall assume no liability for any erroneous information in any supplied written material concerning the products that may be prepared by Crown Seafood’s suppliers.
3. Agreement
All sales are subject to written confirmation, which must be confirmed by signature of the Buyer if requested by Crown Seafood.
In the event that the Buyer discovers any discrepancy between the order and the order confirmation, the Buyer shall file a written complaint to Crown Seafood within five working days from receipt of the order confirmation. Otherwise, the Buyer shall be bound by the contents of the order confirmation.
Any reservation or deviation from the contents of the order confirmation or these general terms and conditions shall be deemed to constitute qualified acceptance, with the effect that Crown Seafood shall not be bound by any offer or by the contents of the order confirmation.
Submission and reply to the order confirmation may be made electronically.
4. Delivery sample
If the parties have agreed that the Buyer prior to placing the order shall receive a delivery sample, and a purchase agreement is subsequently concluded based on such delivery sample, then the product delivered shall correspond to the delivery sample.
If the Buyer demonstrates that this is not the case, Crown Seafood shall be entitled to make a redelivery, without otherwise incurring liability, nor shall the Buyer be entitled to cancel the transaction.
Redelivery must take place with minimum delay.
Redelivery must be made without delay.
5. Prices and payment terms
The purchase price, including all costs and expenses, shall be payable in cash on delivery to the Buyer. Prices stated in price lists shall be non-binding and may be changed from time to time without notice. Crown Seafood shall be entitled to increase agreed prices on any undelivered products in line with price increases made by the subsuppliers of Crown Seafood, increases in public taxes or charges, salary conditions, etc.
Any discount shall not be calculated of VAT and other taxes or delivery costs.
Terms of payment according to the order confirmation. Crown Seafood reserves its right to demand credit insurance, bank guarantee for payment or payment in cash from the Buyer prior to delivery.
In case of delayed payment, default interest of 1.5% will accrue for every month or part of a month.
In case of overdue payment, Crown Seafood shall be entitled to terminate the agreement immediately and without further notice, and the Buyer shall consequently be liable for any loss suffered by Crown Seafood as a result of this, including losses related to any resale.
6. Retention of ownership
The ownership of the products shall in every respect remain with Crown Seafood or the party to whom Crown Seafood has transferred its rights, until the purchase price with interest, all other costs as well as any other payments owed to Crown Seafood under other agreements and deliveries to the Buyer have been paid in full by the Buyer.
The Buyer shall be obligated to take out adequate insurance of the products against theft, burglary, fire, etc.
7. Delivery
Delivery is DAP (INCOTERMS 2000 and later versions thereof) unless otherwise agreed in the order confirmation or invoice. Risk in the products shall pass to the Buyer on completion of delivery.
In the event that the Buyer is entitled to collect the products, and the products are made ready for collection by Crown Seafood, the risk and costs for storage and insurance shall pass to the Buyer right from this time.
In the event that the Buyer fails to take delivery of the sold products, when the Buyer is obligated to do so, Crown Seafood may choose to immediately terminate or to continue the agreement. If the agreement is terminated, Crown Seafood shall be entitled to dispose of the products by sale to another party at the risk and expense of the Buyer.
Regardless of whether Crown Seafood terminates or continues the agreement, the Buyer shall be liable for any loss suffered by Crown Seafood as a result of this, including any costs for storage and insurance. Crown Seafood may destroy the products if deemed necessary by Crown Seafood.
8. Delivery time and delays
The delivery times stated by Crown Seafood are only approximate until the final delivery time is confirmed by Crown Seafood. If a delay is due to circumstances which constitute a justification defence according to Clause 13, or the delay is caused by circumstances attributable to the Buyer, the delivery time will be extended to the extent deemed reasonable given the circumstances.
If the products are custom-made, i.e. products that are not presently in Crown Seafood’s standard product range, including products in non-standard packaging, the Buyer shall not be entitled to cancel the transaction due to delay, regardless of materiality.
Under any circumstances the Buyer may only cancel the transaction if Crown Seafood suffers no loss in this respect.
9. Duty of inspection, complaints and defects
Immediately upon receipt of the products and before they are taken into use, the Buyer shall make a thorough examination of the products in order to ensure that the products are free of defects and delivered in conformity with the agreement. If, at this time, the Buyer is of the opinion that the products are defective and wishes to rely on the defect, the Buyer shall file a written complaint to Crown Seafood within 48 hours after delivery. Complaints may be made electronically.
In the event that the Buyer receives complaints from its customers, the Buyer shall immediately pass on such complaints/file the complaints to Crown Seafood.
If the Buyer fails to meet the above deadlines, the Buyer shall be prevented from raising any claims for defects or damages against Crown Seafood at a later stage, and in the inter-relation between the Buyer and Crown Seafood the Buyer shall indemnify Crown Seafood for any justified claim raised by the customers of the Buyer directly against Crown Seafood. The Buyer must document the alleged defects.
Any defects shall be remedied by Crown Seafood at its own discretion, either by making a replacement delivery or reducing the price of the product, equivalent to the price of the defective part thereof. If the defect is remedied within 14 weekdays after acknowledgement of the defect, the Buyer shall be prevented from relying on other remedies for breach, including termination of the agreement, claims for reduction in the purchase price, or claims for compensation.
Any fluctuations in volume and units not exceeding 10% according to the agreement shall be deemed to be within the delivered quantity acceptable to the Buyer. In the event of any quantitative defects exceeding 10%, Crown Seafood shall be entitled to make a redelivery within reasonable time, after which the Buyer cannot rely on any breach of agreement.
10. Warranty for the property and specifications of the products
Crown Seafood warrants that the products contain the specifications and properties expressly stated in the order confirmation.
11. General limitation of liability
Regardless of the basis of the liability, Crown Seafood shall under no circumstances be liable for any operational loss, time loss, loss of profit, or other indirect losses suffered by the Buyer or the Buyer’s customers.
In the event that Crown Seafood is held liable for damages to a third party, the Buyer shall be obligated to indemnify Crown Seafood, provided that such liability extends beyond the limitations laid down in these general terms and conditions.
The overall liability of Crown Seafood, regardless of the basis of the liability, may under no circumstances exceed the value of the delivery in question and consequently the liability is explicitly limited thereto.
12. Product liability
Crown Seafood shall assume no liability for damage to persons or property, except for liability according to the mandatory rules applicable to Crown Seafood in Denmark, and in such case only to the extent provided by such rules of law.
Crown Seafood shall under no circumstances be liable for any operational loss, time loss, loss of profit, or other indirect losses suffered by the Buyer or the Buyer’s customers.
Crown Seafood shall not be held liable in the event that products are handled or used contrary to product descriptions and product applications or in any other way are handled in an unforeseeable manner.
To the extent that Crown Seafood is held liable as result of the Buyer’s handling of the products, including resale, the Buyer shall be obliged to indemnify Crown Seafood for any liability imposed on Crown Seafood in this connection.
The liability period shall be one year at the maximum from the time of delivery.
Crown Seafood’s product liability shall never exceed the liability sum stated in Crown Seafood’s product liability insurance.
The Buyer shall be liable to be sued at the same court which deals with compensation claims against Crown Seafood regarding the products sold. However, disputes relating to the inter-relation between Crown Seafood and the Buyer shall always be settled according to the below provision on jurisdiction and applicable law in the event that an agreement between the parties cannot be achieved.
13. Exemption from liability/force majeure
Crown Seafood shall be relieved of its obligations in case of total or partly non-performance of the agreement in the event that such non-performance is caused by force majeure.
It shall be deemed to constitute force majeure in the event that Crown Seafood or Crown Seafood’s subsuppliers are prevented from fulfilling their obligations under the agreement due to circumstances or events which are not attributable to Crown Seafood and which Crown Seafood ought not reasonably to have anticipated or taken into consideration in connection with the conclusion of the agreement. Force majeure includes war, civil war, riots, acts of terrorism, public restrictions, bans on import or export, catastrophes of nature of any kind, extensive or local industrial conflicts, scarcity of goods, fire, power supply failure, computer virus, hacking, or the like.
14. Governing Law and Jurisdiction
Any dispute arising between the parties shall be settled by arbitration according to Danish law, or at the District Court of Esbjerg as court of first instance at the discretion of Crown Seafood.
In the event that Crown Seafood determines that the matter is to be settled by arbitration, the arbitration shall take place at the Danish Institute of Arbitration according to the Institute’s rules of arbitration which shall apply at the initiation of the proceedings.
Esbjerg October 2020.