Terms and conditions of sale

1.1. These terms and conditions apply to agreements between Palcut A/S (“Palcut”) and a buyer (“Buyer”) concerning the sale and delivery of products and related services covered by the agreement (“Agreement”). These terms and conditions do not apply to agreements on regular servicing or rental of machines or mechanical, electrical or electronic equipment.

1.2. In the event of inconsistencies between these terms and conditions and any terms stated in the Agreement, the Agreement shall take precedence. Any purchase terms and conditions of the Buyer shall only apply if expressly accepted by Palcut in writing. Palcut’s order confirmation or delivery shall not in itself constitute such acceptance.

1.3. In the sale and delivery of machines or mechanical, electrical or electronic equip-ment, Orgalim S 2022 (S 2022) shall apply, subject to the deviations and additions set out in Section 1. In the event of any inconsistency, Section 1 shall take prece-dence over S 2022.

1.4. Section 2 shall apply to the sale and delivery of paper products. S 2022 shall not apply to the sale of paper products.

Section 1 – Sale and delivery of machines or mechanical, electrical or electronic equipment

2.1. Quotations from Palcut must be accepted by the Buyer in writing within 14 days from the date of the quotation, unless otherwise stated in the quotation.

2.2. An order shall only be binding on Palcut once Palcut has issued a written order confirmation. The order confirmation thus constitutes the final agreement be-tween Palcut and the Buyer. The Buyer must notify Palcut immediately if the order confirmation does not correspond with the Buyer’s acceptance.

2.3. The Buyer shall not be entitled to amend the Agreement after the order confirma-tion has been issued.

2.4. Palcut reserves the right to prior sale until the order confirmation has been is-sued.

2.5. Palcut shall not be liable for typographical errors, calculation errors or other er-rors in quotations.

2.6. Oral information and information provided on Palcut’s website, in brochures or in other general materials shall only be binding if expressly incorporated into the Agreement, cf. clause 3 of S 2022.

3.1. All stated prices are exclusive of VAT and freight.

3.2. The price includes only those services expressly stated in the Agreement. Assem-bly, commissioning, training, maintenance and advisory services shall be invoiced separately unless included in the agreed price.

3.3. All price lists are non-binding, and the agreed price shall be as stated in the order confirmation.

3.4. All stated prices are current prices calculated on the basis of the supplier prices, exchange rates, customs duties and taxes applicable on the date of Palcut’s quo-tation or order confirmation. Notwithstanding the definition of Contract Price in clause 2 of S 2022, Palcut may, prior to delivery, adjust the price proportionately if, after issuance of the order confirmation, any of these factors change and result in a demonstrable change in Palcut’s costs of performing the delivery. Palcut shall notify the Buyer in writing of the basis for such adjustment without undue delay after becoming aware of the relevant change.

4.1. The purchase price shall be due for payment 30 days from the invoice date, unless otherwise agreed in writing.

4.2. In the event of late payment, interest shall accrue from the due date at a rate of 2 per cent (%) for each commenced month, but not exceeding the maximum rate of interest permitted by applicable law.

4.3. The Buyer shall not be entitled to set off any amount without Palcut’s prior written approval.

5.1. Unless otherwise agreed in writing, delivery shall be EXW (Incoterms 2020) at Pal-cut’s business address.

5.2. Risk in the products shall pass to the Buyer in accordance with the agreed deliv-ery term, including where the products are subsequently to be installed by Palcut or a third party. Palcut shall, however, remain liable for any damage caused by Palcut in the performance of additional services purchased by the Buyer, as set out in clause 12.3.

5.3. At the Buyer’s request, Palcut may, without assuming any liability, assist in arrang-ing contact with a carrier.

5.4. Where a delivery term other than EXW has been agreed in writing, the Buyer shall inspect the consignment immediately upon receipt, note any visible transport damage on the consignment note and notify both Palcut and the carrier in writing without undue delay. Liability for transport damage shall be determined in ac-cordance with the agreed delivery term.

6.1. Clause 16, third paragraph, of S 2022 shall not apply to the extent that, where the Buyer terminates the Agreement due to delay, the Buyer shall not be entitled to compensation for consequential or indirect loss. The remaining provisions of S 2022 concerning delay, including liquidated damages under clause 15 and the lim-itation of liability under clause 16, shall continue to apply.

7.1. In addition to clauses 26 and 27 of S 2022, Palcut shall not be liable for defects re-sulting from improper transport or storage of the products supplied, incorrect operation or handling of the products, failure to comply with instructions for use, operating conditions, agreed load limits or service and maintenance intervals, or the use of incorrect or substitute materials. At Palcut’s reasonable request, the Buyer shall provide relevant documentation relating to operation and mainte-nance.

7.2. Clause 28 of S 2022 is hereby varied so that Palcut’s liability shall be limited to de-fects which become apparent within the following periods:
7.2.1. In the case of a sale to an end customer: 12 months from delivery, but in any event no later than when the product has been in operation for 8,000 hours.
7.2.2. In the case of a sale to an integrator: 18 months from delivery to the integrator.

7.3. If the product is used more intensively than agreed, the above periods shall be re-duced proportionately.

7.4. Palcut’s aggregate liability to the Buyer arising out of or in connection with the Agreement, irrespective of the basis of liability, shall not exceed 100% of the total agreed price, exclusive of VAT, for the machine supply. This liability cap shall ap-ply to damages, liquidated damages and indemnity claims, including claims un-der clauses 40–44 of S 2022 relating to infringement of third-party intellectual property rights and reimbursement of remedial costs under clause 37 of S 2022. Any lower limits of liability and any other limitations on the Buyer’s remedies under S 2022 or these terms and conditions shall continue to apply.

7.5. Palcut shall not be liable for loss of operation, loss of production, loss of profit, loss of revenue, loss of contracts or any other indirect or consequential loss. This exclusion shall also apply where the Agreement is terminated as a result of de-fects and, to that extent, shall vary clause 38(b) of S 2022, including where that clause applies pursuant to clause 44.

7.6. The limitations set out above shall not apply in the event of Palcut’s wilful miscon-duct or gross negligence, in respect of death or personal injury, or to the extent that liability cannot lawfully be limited or excluded. The liability cap shall not limit Palcut’s obligation itself to remedy a defect or provide a replacement, or to refund the purchase price attributable to any part of the supply in respect of which the Agreement is validly terminated.

8.1. The Buyer shall operate and maintain the system in accordance with Palcut’s in-structions and the agreed operating conditions. Palcut shall be responsible for the safety requirements applicable to Palcut in its capacity as supplier of the agreed product. The Buyer shall be responsible for matters relating to the Buyer’s own installations, integration and use of the product.

8.2. Industrial safety standards and codes applicable to conveyor systems and re-lated equipment are fundamental to the design of Palcut’s machines and me-chanical, electrical and electronic equipment. Where required, the Buyer shall be responsible for contacting the relevant authorities and arranging for their safety inspectors to inspect the system. Any such inspection may take place at any time, subject to reasonable notice, prior to delivery and installation of the system and in the presence of a Palcut representative.

9.1. Any warranty separately provided to the Buyer by a manufacturer or one of Pal-cut’s suppliers shall not extend Palcut’s obligations unless Palcut has expressly as-sumed such warranty in writing.

10.1. Palcut shall retain all intellectual property rights in and to the products and any related software, documentation, drawings and technical know-how, including any rights arising from further development, unless otherwise agreed in writing. The Buyer shall be granted the non-exclusive, perpetual and transferable right of use, together with the product, to the extent necessary for the agreed use of the prod-uct, cf. clause 5 of S 2022.
The right of use shall not include access to source code, any right to modify the software or other protected material, or any entitlement to updates, unless sepa-rately agreed in writing.

11.1. This clause 11 expressly replaces clauses 51 and 52 of S 2022 concerning dispute resolution and governing law. Clause 51 of S 2022 shall therefore not apply.

11.2. Any dispute arising out of or in connection with the Agreement between Palcut and the Buyer, including any dispute concerning the existence or validity of the Agreement, shall be subject to the exclusive jurisdiction of the Maritime and Com-mercial Court in Copenhagen or, where the dispute falls outside the subject-mat-ter jurisdiction of the Maritime and Commercial Court, the court having jurisdic-tion at Palcut’s registered office.

11.3. The Agreement and any dispute arising out of or in connection with it shall be governed by Danish law. The United Nations Convention on Contracts for the In-ternational Sale of Goods (CISG) shall not apply.

12.1. Where, in connection with the purchase of a machine or other mechanical, electri-cal or electronic equipment, the Buyer also orders installation, commissioning, training or other related services, including assistance with FAT, Palcut shall per-form such services in accordance with the Agreement and this clause 12. Section 2, clauses 13, 14, 17 and 22–25 shall apply correspondingly to the extent relevant to the services and unless otherwise provided in this clause 12.

12.2. Any delivery times stated by Palcut for the services shall not be binding unless ex-pressly agreed between the parties. Palcut reserves the right to delay perfor-mance where delivery problems prevent timely performance, irrespective of the cause. Palcut shall also be entitled to postpone and reschedule performance. Pal-cut shall not be liable for any loss suffered by the Buyer as a result of such delay.

12.3. Palcut shall be liable for damage to the product or to the Buyer’s other property caused by Palcut’s negligence in performing an additional service. Palcut’s aggre-gate liability in respect of the service concerned shall be limited to the agreed price for that service. This limitation shall not apply in the case of wilful miscon-duct or gross negligence, in respect of death or personal injury, or to the extent that such limitation cannot lawfully be agreed.

12.4. The Buyer shall, free of charge and at the appropriate time:
12.4.1. provide Palcut’s personnel with safe and unobstructed access to the place of work and make available the facilities agreed or reasonably required for the perfor-mance of the services;
12.4.2. provide Palcut with such information and documentation as Palcut may reasona-bly require for the performance of the services;
12.4.3. otherwise actively assist Palcut in any manner reasonably necessary to enable the services to be performed without interruption; and
12.4.4. provide the necessary power supply and ensure, at its own responsibility, that trained personnel connect the products supplied to the Buyer’s power supply.

12.5. If the Buyer fails to comply with its obligations under clause 12.4, the Buyer shall indemnify Palcut against all resulting additional costs and expenses. Palcut shall be entitled to postpone performance of the services without affecting the com-plaint period set out in clause 7.2.

12.6. The Buyer shall notify Palcut in writing of any apparent defects in a service with-out undue delay after completion of the service and of any latent defects without undue delay after the Buyer discovered, or ought reasonably to have discovered, them. Failure to give timely notice shall result in the loss of any remedies in re-spect of the relevant defect. In all cases, any complaint concerning defects in an additional service must be received by Palcut no later than 12 months after com-pletion of the service.

12.7. If Palcut determines that a service was defective, Palcut may, at its discretion and within a reasonable period, reperform the service or grant a proportionate reduc-tion in the price. Any claim for damages shall be subject to the limitation set out in clause 12.3.

12.8. Unless otherwise agreed, the Buyer shall be invoiced separately for Palcut’s costs of transport, meals, accommodation and other subsistence expenses incurred in connection with additional services.

Section 2 – Paper products

13.1. Palcut’s quotations must be accepted by the Buyer in writing within 14 days from the date of the quotation, unless a different acceptance period is stated in the quotation.

13.2. An order shall only be binding on Palcut once Palcut has issued a written order confirmation. If the order confirmation differs from the Buyer’s order, the Buyer shall raise any written objections without undue delay; otherwise, the order confir-mation shall form the basis of the Agreement.

13.3. The Buyer shall not be entitled to amend the Agreement after the order confirma-tion has been issued.

13.4. Until Palcut has issued its order confirmation, all quotations and orders remain subject to prior sale.

13.5. Palcut shall not be liable for any typographical errors, errors in calculation or other errors contained in quotations.

13.6. Any oral information, and any information contained on Palcut’s website, in bro-chures or in other general materials, shall only form part of and be binding under the Agreement if expressly incorporated into the Agreement

13.7. As paper products may vary in appearance, surface characteristics and gram-mage, product samples are for illustrative purposes only and shall not constitute a warranty as to the quality or appearance of the final delivery.

14.1. All stated prices are exclusive of VAT and freight.

14.2. Unless otherwise stated in the Agreement, services relating to the products are not included in the price.
14.2.1. All price lists are non-binding, and the agreed price shall only be as stated in the final order confirmation.
14.2.2. The price is calculated on the basis of the supplier prices, exchange rates, cus-toms duties and taxes applicable on the date of Palcut’s quotation or order con-firmation. Prior to delivery, Palcut may adjust the price proportionately if, after is-suance of the order confirmation, any of these factors change and result in a de-monstrable change in Palcut’s costs of supplying the products. Palcut shall notify the Buyer in writing of the basis for such adjustment without undue delay after becoming aware of the relevant change.

15.1. Unless otherwise agreed in writing, delivery shall be EXW Palcut’s place of busi-ness (Incoterms 2020).

15.2. At the Buyer’s request, Palcut may, without assuming any liability, assist the Buyer in arranging contact with a carrier.

15.3. Where the Parties have agreed a delivery term other than EXW, the Buyer shall in-spect the consignment upon receipt, note any visible transport damage on the consignment note and notify both Palcut and the carrier in writing without undue delay. Liability for transport damage shall be determined in accordance with the agreed delivery term.

16.1. The Buyer shall inspect the products immediately upon delivery, including, without limitation, their type, grade, quantity and quality, and shall check for any transport damage or other defects.

16.2. The Buyer shall notify Palcut in writing, without undue delay and in any event no later than 8 days after delivery, of any defects which were or ought reasonably to have been discovered during the inspection. If the Buyer fails to do so, the Buyer shall lose the right subsequently to rely on any defect which ought reasonably to have been identified during the inspection.

16.3. Palcut shall, at its discretion, be entitled to remedy any defect by replacement de-livery, supplementary delivery or by granting a proportionate reduction in the price.

16.4. No defect shall be deemed to exist where the defect results from the products not having been installed and/or used in full accordance with Palcut’s instructions, from incorrect or inappropriate use, improper storage, or exposure to climatic conditions such as moisture.

16.5. The Buyer shall only be entitled to terminate the Agreement in respect of the af-fected delivery where the defect is material.

16.6. The Buyer’s remedies in respect of defects shall lapse once the Buyer commences installation or processing of the products and, in any event, no later than 180 days after delivery.

17.1. The purchase price shall be due for payment 30 days from the invoice date, unless otherwise agreed in writing.

17.2. Payment shall not be deemed to have been made until Palcut’s account has been irrevocably credited with the full amount due.

17.3. Palcut shall retain title to the products supplied until payment has been made in full. Until then, the Buyer shall not pledge the products or otherwise dispose of them in a manner inconsistent with Palcut’s retention of title.

17.4. In the event of late payment, interest shall accrue from the due date at a rate of 2 per cent (%) for each commenced month, but not exceeding the maximum rate of interest permitted by applicable law. Palcut shall also be entitled to recover any lawful costs of collection.

17.5. If the Buyer fails to make payment when due, Palcut may, following written notice allowing a reasonable period for payment, suspend further deliveries. If payment remains outstanding, Palcut may terminate the unperformed part of the Agree-ment and claim damages in accordance with the general principles of Danish law.

17.6. The Buyer shall not be entitled to set off any amount without Palcut’s prior written approval.

18.1. If delivery is prevented or delayed due to supply problems, Palcut shall notify the Buyer without undue delay of the cause and provide a new, realistic delivery date. The delivery period shall be extended to the extent reasonably required by the circumstances causing the delay. Palcut shall therefore also be entitled to post-pone and reschedule delivery.

18.2. The Buyer shall be entitled to terminate the Agreement in respect of the delayed delivery if Palcut fails to deliver the products within 30 days after the revised deliv-ery date stated above. Where delivery is to be made in instalments, this provision shall apply separately to each individual delivery.

18.3. The Buyer shall not be entitled to exercise any other remedies in respect of the delayed delivery. Accordingly, Palcut shall not be liable for any loss suffered by the Buyer as a result of the delay.

19.1. Products supplied may only be returned with Palcut’s prior written approval.

19.2. Unless otherwise agreed in writing, upon return Palcut shall issue a credit note subject to a deduction of 15 per cent (%) as a return fee, together with a deduction for any freight costs incurred by Palcut.

20.1. Palcut shall be liable for product liability in accordance with applicable Danish law to the extent that such liability cannot lawfully be excluded or limited by agreement. As between Palcut and the Buyer, Palcut excludes liability for damage on any other basis.

20.2. As between Palcut and the Buyer, and to the extent permitted by law, Palcut shall not be liable for damage to property caused by the products supplied after deliv-ery and while the products are in the Buyer’s possession. Palcut shall also not be liable for damage to products manufactured by the Buyer or to products into which the Buyer’s products are incorporated. This clause shall not limit liability for death or personal injury or prejudice any mandatory rights of third parties.

20.3. If Palcut is held liable to a third party for any of the damage referred to above, the Buyer shall indemnify Palcut against such liability.

20.4. If a third party brings a claim for damages against either Party in respect of any of the damage referred to above, that Party shall immediately notify the other Party in writing.

20.5. Palcut and the Buyer shall each be obliged, upon request, to submit to the juris-diction of the court or arbitral tribunal hearing any claim for damages brought against either of them in respect of damage allegedly caused by the products supplied under applicable product liability rules. However, the allocation of liabil-ity as between Palcut and the Buyer shall be determined in accordance with clause 25.0 of these terms and conditions concerning governing law and jurisdic-tion.

21.1. Any warranty separately provided to the Buyer by a manufacturer or one of Pal-cut’s suppliers shall not extend Palcut’s obligations unless Palcut has expressly as-sumed such warranty in writing.

22.1. Palcut’s total liability towards the Buyer arising out of or in connection with the Agreement shall not exceed the invoiced amount, excluding VAT, for the delivery to which the claim relates. This limitation shall apply regardless of the basis of lia-bility and shall also include any claims for indemnification. The limitation shall not apply in cases of wilful misconduct or gross negligence on the part of Palcut, in cases of personal injury, or to the extent that liability cannot lawfully be limited.

22.2. Palcut shall not be liable for loss of operation, loss of profit, loss of income, loss of time or any other indirect or consequential loss arising from product liability, de-lay or defects in the products sold.

23.1. Palcut shall retain all intellectual property rights in and to the paper products and any related designs, drawings, documentation and technical know-how, un-less otherwise agreed in writing. The Buyer shall be granted such rights of use in respect of the products supplied and related documentation as are necessary for the agreed use.
Any wider rights, including the right to manufacture copies based on Palcut’s de-signs, shall require a separate written agreement.

24.1. Palcut shall not be liable for any delay or failure to perform its obligations where such delay or failure is caused by circumstances which prevent or impede the performance of an order or transport to the place of delivery, including, without limitation, labour disputes and stoppages (including global or local strikes and/or lockouts), fire, war, insurrection, blockade, quarantine, breakdown, civil unrest, acts of terrorism, epidemics, pandemics, natural disasters, currency restrictions, traffic disruption, import or export bans, collapse or any other similar circum-stance affecting Palcut’s ability to perform or a subcontractor’s performance to-wards Palcut.

24.2. In the event of any of the circumstances referred to above, delivery shall be post-poned for as long as the relevant impediment continues. Palcut shall notify the Buyer in writing of the commencement and cessation of the impediment.

24.3. If the impediment continues for more than three months, either Party may, by writ-ten notice, terminate the unperformed part of the Agreement without liability for such non-performance. The Buyer’s obligation to pay for products already deliv-ered shall remain unaffected.