1.1. These terms and conditions apply to any agreement on the sale and delivery of products and related services from Palcut pursuant to the agreement (“Agreement”) between Palcut A/S (“Palcut”) and a buyer (“Buyer”). The 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. The terms and conditions shall take precedence over any purchase terms and conditions set by the Buyer.

1.3. In the case of agreements on the sale and delivery of machines or mechanical, electrical or electronic equipment, Orgalime S 2012 applies. Deviations from, and amendments to, Orgalime S 2012 are specified in section 1.

1.4. Section 2 applies to the sale and delivery of paper products.

Section 1 – Machines and 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 therein.

2.2. The Buyer’s acceptance is only approved upon issuance of a written order confirmation from Palcut. The order confirmation thus represents the final agreement between Palcut and the Buyer. The Buyer should raise the issue immediately if the order confirmation does not match what they accepted.

2.3. The Buyer does not have the right to change the Agreement after the order confirmation has been issued.

2.4. Palcut reserves the right to prior sale until such time as the final order confirmation has been issued.

2.5. Palcut is not liable for typographical errors, incorrect calculations or other errors in quotations.

2.6. Information that Palcut has provided verbally, on the internet, in brochures etc. is not relevant for the assessment of what is sold.

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

3.2. Unless otherwise described in the Agreement, the price does not include services related to the products (including, but not limited to, assembly, commissioning, training, maintenance and advice).

3.3. All price lists are non-binding, and the agreed price can be found in the order confirmation.

3.4. All stated prices are current prices based on the supplier prices, exchange rates, customs duties and taxes, including import and export taxes, applicable on the date of the quotation or order confirmation. Palcut reserves the right to adjust the stated prices as a result of changes in the above-mentioned factors that occur before delivery.

4.1. The full purchase sum must be paid within 30 days from the invoice date, unless otherwise agreed in writing.

4.2. The interest rate is 2 per cent (%) per month, or part thereof, from the due date (or the maximum interest allowed under applicable law, if this is lower).

4.3. The Buyer may not make setoffs without Palcut’s prior written approval.

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

5.2. The transfer of risk takes place upon delivery, regardless of whether goods are then to be included in assembly carried out by Palcut or others.

5.3. Palcut may, without liability and at the Buyer’s request, assist with arranging contact with the carrier.

5.4. If a different delivery clause has been agreed in writing, the Buyer must report transport damage in writing to both Palcut and the carrier immediately upon receipt and enter a record in the consignment note.

6.1. Clause 15 of Orgalime S 2012 is waived such that the Buyer is not entitled to compensation for consequential damages and indirect losses.

7.1. In addition to clause 26 of Orgalime S 2012, Palcut’s responsibility also does not include defects that are due to improper transport or storage of the delivered products, incorrect operation or handling of the delivered products, failure to comply with instructions for use, operating terms and conditions, agreed loads or service and maintenance intervals, or the use of incorrect or substitute materials, or failure to provide proper maintenance documentation.

7.2. Clause 27 of Orgalime S 2012 is amended such that Palcut’s liability is limited to defects that become apparent within the following periods:
7.2.1. When selling to an end customer: 12 months from delivery or when the product has been in operation for 8,000 hours.
7.2.2. When selling to an integrator: 18 months from delivery to the integrator.

7.3. If use of the product is more intensive than agreed, the above-mentioned periods will be shortened proportionately.

8.1. The safety of the system is not the responsibility of Palcut alone. Safety also depends on the system being operated and maintained correctly.

8.2. Industry safety standards and codes for conveyor belts and related equipment are essential to the construction of Palcut’s machines and mechanical, electrical or electronic equipment. If necessary, it is the Buyer’s responsibility to contact the authorities to arrange for their safety inspectors to inspect the system. These inspections may take place at any time with adequate notice prior to delivery and installation of the system, and with a Palcut representative present.

9.1. If the manufacturer or Palcut’s supplier grants the Buyer extended warranty schemes, these cannot be invoked against Palcut.

10.1. Palcut retains ownership of all intellectual property rights in relation to the products according to applicable law. The term “intellectual property rights” refers to all intangible and/or proprietary rights, including, but not limited to, all rights in relation to inventions, patents, patent applications, domain names, and know-how for all products, processes, methods, machines, production, design, technical drawings, or any new or useful improvement thereof, as well as copyrights, trademark rights and all rights to trade secrets, software and the design and features of components. The Buyer or end customer obtains a time-unlimited and royalty-free right of use for Palcut’s intellectual property rights to the products where the right of use is necessary to use the product for the purchased purpose.

11.1. This paragraph 11 replaces clauses 46 and 47 of Orgalime S 2012.

11.2. Any dispute between Palcut and the Buyer that may arise in connection with the Agreement, including disputes regarding the existence or validity of the Agreement, shall be settled by the Maritime and Commercial Court in Copenhagen or, if the dispute falls outside the official power of the Maritime and Commercial Court, by the Court of the jurisdiction in which Palcut’s registered office falls.

11.3. All disputes regarding the Agreement must be settled according to Danish law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.1. If, in connection with the Agreement for the purchase of a machine or mechanical, electrical or electronic equipment, the Buyer has purchased related services, including e.g. installation, commissioning, training or handling of the FAT for the integrator, Palcut shall provide these services in accordance with the Agreement and the provisions of this paragraph 12. For the sale and delivery of the purchased services, section 2, paras 13, 14, 17, 22, 23, 24 and 25 of these terms also apply.

12.2. Palcut’s indication of delivery times for the services shall not be binding unless expressly agreed between the parties. Palcut makes reservation for delays due to delivery problems that prevent timely delivery, regardless of the reason for these. Palcut thus also reserves the right to postpone and reschedule delivery. Palcut shall not be liable for any losses that the Buyer may incur as a result of delays in delivery.

12.3. Palcut shall be liable for any damage to the product and to the Buyer’s property caused by Palcut’s negligence in the performance of the services. However, Palcut’s liability shall be limited to the agreed price for the service in question.

12.4. The Buyer shall be obliged, free of charge, at the right time and in the correct manner:
12.4.1. to make the installation site accessible to Palcut’s staff with all facilities, as described by Palcut or as otherwise reasonably expected by Palcut, to enable Palcut to commission and perform services without interruption,
12.4.2. to provide Palcut with information that Palcut reasonably requests and that is relevant in relation to Palcut’s performance, or which may otherwise be necessary for Palcut to fulfil its obligations under the Agreement,
12.4.3. to otherwise actively assist Palcut in any way that is reasonably necessary for the uninterrupted performance of the services,
12.4.4. to make electricity available and personally ensure that trained personnel connect delivered products to the Buyer’s power supply where this is necessary in order to connect the equipment correctly.

12.5. If the Buyer does not fulfil its obligations pursuant to para. 12.4, the Buyer must indemnify Palcut for all resulting additional costs and expenses. Palcut has the right to postpone delivery of its services, without this having any effect on the complaint period stated in para. 7.2 of these terms and conditions.

12.6. If the Buyer wants to complain about Palcut’s services, this must be done immediately after the service has been completed. If this does not happen, the Buyer waives its right of complaint.

12.7. If Palcut deems the service to be inadequate, Palcut may, at its discretion, choose to perform the services again in accordance with the Agreement or refund the price for the services proportionately.

12.8. Unless otherwise stated in the Agreement, the Buyer shall be invoiced separately for the costs of transport, food, lodging and other accommodation expenses for Palcut’s staff when Palcut performs purchased services.

Section 2 – Paper products

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

13.2. The Buyer’s acceptance is only approved upon issuance of a written order confirmation from Palcut. The order confirmation thus represents the final agreement between Palcut and the Buyer. The Buyer should raise the issue immediately if the order confirmation does not match what they accepted.

13.3. The Buyer does not have the right to change the Agreement after the or-der confirmation has been issued.

13.4. Palcut reserves the right to prior sale until such time as the final order confirmation has been issued.

13.5. Palcut is not liable for typographical errors, incorrect calculations or other errors in quotations.

13.6. Information that Palcut has provided verbally, on the internet, in brochures etc. is not relevant for the assessment of what is sold.

13.7. As paper products can differ in appearance, surface and weight, product samples are only illustrative and thus do not constitute a guarantee regarding the quality or appearance of the final delivery.

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

14.2. Unless otherwise described in the Agreement, the price does not include services related to the products (including, but not limited to, assembly, commissioning, training, maintenance and advice).
14.2.1. All price lists are non-binding, and the agreed price can be found in the order confirmation.
14.2.2. All stated prices are current prices based on the supplier prices, exchange rates, customs duties and taxes, including import and export taxes, applicable on the date of the quotation or order confirmation. Palcut reserves the right to adjust the stated prices as a result of changes in the above-mentioned factors that occur before delivery.

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

15.2. The transfer of risk takes place upon delivery, regardless of whether goods are then to be included in assembly carried out by Palcut or others.

15.3. Palcut may, without liability and at the Buyer’s request, assist with arranging contact with the carrier.

15.4. If a different delivery clause has been agreed in writing, the Buyer must report transport damage in writing to both Palcut and the carrier immediately upon receipt and enter a record in the consignment note.

16.1. The Buyer is obliged to check delivered products immediately upon delivery, including, but not limited to, their type/variety, quantity, quality and possible transport damage to ensure that delivered products are not defective.

16.2. If, in connection with this investigation, the Buyer finds that delivered goods are defective, the Buyer must immediately – and no later than 8 days after delivery – complain to Palcut in writing. If the Buyer fails to do so, the Buyer cannot later claim defects that the Buyer should have identified during its investigation.

16.3. At its own discretion, Palcut reserves the right to remedy defects, either through redelivery or follow-up delivery, or by offering a proportional discount where only partial delivery has been made.

16.4. A defect cannot be claimed where this is due to delivered products not having been installed and/or used in full accordance with Palcut’s instructions, or due to incorrect or inappropriate use, improper storage or exposure to climatic influences such as moisture.

16.5. The Buyer cannot cancel the Agreement in the event of insignificant defects.

16.6. The Buyer’s remedies for defects expire when the Buyer begins assembly or starts processing delivered products, and no later than 180 days after delivery.

17.1. Payments must be made within 30 days of the invoice date, unless otherwise agreed in writing.

17.2. Payment is not considered to have taken place until Palcut’s account has been irrevocably credited with the amount due.

17.3. Palcut retains the right of ownership of delivered products until full payment is made. The Buyer is thus not entitled to i.a. rent out, pledge or otherwise dispose of delivered products until full payment is made.

17.4. If the Buyer fails to make timely payment, Palcut is entitled to compensation for its collection costs, and an interest rate of 2 per cent (%) per month or part thereof shall accrue starting from the due date (or the maximum interest allowed under applicable law, if this is lower).

17.5. In the event of the Buyer’s failure to pay on time, Palcut may, without notice and without prejudice to other rights, terminate the Agreement and demand compensation for the full loss suffered by Palcut.

17.6. The Buyer may not make setoffs without Palcut’s prior written approval.

18.1. Palcut makes reservation for delays due to delivery problems that prevent timely delivery, regardless of the reason for these. Palcut thus also reserves the right to postpone and reschedule delivery.

18.2. The Buyer is entitled to cancel the Agreement insofar as concerns the delayed delivery if Palcut fails to deliver the products within 30 days of the newly scheduled delivery in accordance with the above point. This also applies where Palcut is to make part-deliveries, in which case this provision applies to each individual delivery.

18.3.The Buyer shall not be entitled to exercise any other remedies for breach of contract in respect of the delayed delivery. Thus, Palcut shall not be liable for any losses that the Buyer may incur as a result of delays in delivery.

19.1. Delivered products can only be returned after prior written acceptance from Palcut.

19.2. Unless otherwise agreed in writing, upon return Palcut shall issue a credit note with a 15 per cent (%) deduction for the return fee as well as a deduction for shipping costs, if these have been incurred by Palcut.

20.1. Palcut is responsible for product liability in accordance with applicable Danish law on product liability to the extent that this cannot be waived by agreement. In the mutual relationship between Palcut and the Buyer, Palcut disclaims responsibility for damages on any other basis.

20.2. Palcut is not liable for damage to property or persons caused by delivered products after delivery and while such are in the Buyer’s possession. Nor shall Palcut be liable for damage to products manufactured by the Buyer or products in which the Buyer’s products are included.

20.3. If Palcut is held liable to a third party for the above-mentioned damages, the Buyer shall indemnify Palcut.

20.4. If a third party claims compensation against one of the parties for the above-mentioned damages, this party must immediately notify the other party in writing.

20.5. In accordance with the rules on product liability, Palcut and the Buyer are mutually obliged to allow themselves to be subpoenaed by the court or arbitral tribunal that hears claims for damages brought against one of them on the basis of damage allegedly caused by delivered products. However, the liability between Palcut and the Buyer must be determined in accordance with para 25.0 of these terms and conditions.

21.1. If the manufacturer or Palcut’s supplier grants the Buyer extended warranty schemes, these cannot be invoked against Palcut.

22.1. Palcut’s claim for damages against the Buyer cannot exceed the invoice amount for the product sold.

22.2. Palcut shall not be liable for any operating losses, loss of profit, loss of income, loss of time or other indirect losses that may arise as a result of product liability, delay or defects in what is sold.

23.1. Palcut retains ownership of all intellectual property rights in relation to the products according to applicable law. The term “intellectual property rights” refers to all intangible and/or proprietary rights, including, but not limited to, all rights in relation to inventions, patents, patent applications, domain names, and know-how for all products, processes, methods, machines, production, design, technical drawings, or any new or useful improvement thereof, as well as copyrights, trademark rights and all rights to trade secrets, software and the design and features of components.

24.1. Palcut shall not be liable for any delay or failure to fulfil Palcut’s obligations if such delay or failure is attributable to causes that prevent or complicate an the execution of an order or transportation to the place of delivery, including, but not limited to, labour disputes and stoppages (including global and local strikes and/or lockouts), fires, wars, insurrections, blockades, quarantines, breakdowns, civil disturbances, acts of terrorism, epidemics, pandemics, natural disasters, currency restrictions, traffic disruptions, import or export bans, collapse or any other similar circumstance affecting a subcontractor’s fulfilment vis-à-vis Palcut.

24.2. Should one of the above situations occur, delivery shall be postponed for as long as the obstacle in question persists. Palcut must notify the Buyer in writing of the start and end of such a situation.

24.3. Palcut reserves the right to terminate the agreement without liability in the event of supplier failure or in the event of circumstances as described above.