TERMS AND CONDITIONS OF SALE AND DELIVERY
1. Scope
1.1 These terms and conditions of sale and delivery (hereinafter referred to as “Terms”) set forth the conditions under which Møllers Machining v/Jens Henrik Vestergaard Møller, CVR No. 41715650 (hereinafter referred to as “Møllers Machining”) provides its services. The agreement between Møllers Machining and the Customer is documented by the issuance of an order confirmation, which specifies the services Møllers Machining has committed to delivering along with a description thereof.
1.2 The Terms apply to all services provided by Møllers Machining unless otherwise agreed in writing.
1.3 In the Terms, the Customer and Møllers Machining are each referred to as a “Party” and collectively as the “Parties.”
2. Offers and Acceptance
2.1 Specific offers from Møllers Machining are valid for 3 days from the offer date unless otherwise stated in the offer. Within this period, the offer must be accepted by the Customer.
2.2 The agreement between the Customer and Møllers Machining is only finalized when the Customer has received a written order confirmation from Møllers Machining.
2.3 If the Customer does not submit a written objection to the conditions in the order confirmation within 24 hours of receipt, the agreement is considered concluded based on the terms stated in the order confirmation.
3. Prices
3.1 All prices are exclusive of VAT, any applicable taxes, packaging, and shipping unless otherwise agreed.
4. Payment Terms
4.1 Unless otherwise agreed in writing, payment is due net 30 days from the invoice date.
4.2 Offsetting is not possible if the Customer’s claim is disputed by Møllers Machining, and the Customer may not exercise any right of retention or refuse payment due to delays or complaints.
4.3 In the event of late payment, interest will be charged from the due date at a rate of 2% per commenced month.
4.4 If the Customer has not paid the due amount within 2 months from the due date, Møllers Machining is entitled to terminate the agreement by written notice to the Customer and, in addition to claiming interest, demand compensation for any loss incurred due to the Customer’s breach.
4.5 If the Customer wishes to dispute an issued invoice, this must be done in writing with justification no later than 10 days from the invoice date.
4.6 In case of payment default, Møllers Machining is entitled to suspend the delivery of services to the Customer under all agreements made with the Customer and impose additional fees to cover reminder costs and interest on late payments.
5. Retention of Title
5.1 The goods sold remain the property of Møllers Machining until the full purchase amount, including any interest and additional costs, has been paid.
6. Delivery and Transfer of Risk
6.1 All deliveries are made Ex Works (or Ex Factory) from Møllers Machining’s business location, Fabriksvej 6, 7700 Thisted, in accordance with Incoterms 2020, unless otherwise agreed in writing. If another delivery location is agreed upon, transportation, including any loading, is at the Customer’s expense and risk.
6.2 If a latest delivery date has been agreed upon, Møllers Machining is entitled to deliver before this date. If the delivery time is specified in days, it is calculated from the time Møllers Machining has received all necessary specifications, drawings, technical information, etc., required for order execution.
7. Delay
7.1 In case of delay, Møllers Machining’s liability is limited to the purchase price of the delayed part of the delivery.
7.2 If the delay is due to a force majeure event, as specified in section 12, the delivery time will be extended as deemed reasonable under the circumstances.
7.3 If the Customer fails to receive the goods on the agreed date, or if delivery is prevented due to reasons outlined in section 12 concerning the Customer, the Customer must cover the costs incurred by Møllers Machining for safeguarding and insuring the goods. If the Customer fails to accept the goods upon delivery, the Customer is still obligated to pay the full purchase price as if delivery had occurred.
8. Inspection Obligation and Complaints
8.1 The Customer is required to inspect the goods immediately upon delivery in accordance with the relevant provisions of the Danish Sale of Goods Act.
8.2 If a defect is found in the product, the Customer is obligated to report it immediately upon discovery.
8.3 Failure to comply with the obligations in sections 8.1 and 8.2 results in the loss of the Customer’s right to claim any defects.
8.4 If the Customer files a complaint and it turns out that no defect exists for which Møllers Machining is responsible, Møllers Machining is entitled to compensation for the work and costs incurred in handling the complaint.
9. Defects
9.1 Møllers Machining’s responsibility is limited to defects arising from the correct use of the product.
9.2 Møllers Machining is entitled, without undue delay and at its own discretion, to provide rectification, replacement, or grant the Customer a proportional reduction in the purchase price, which in no case can exceed the total purchase price.
9.3 In case of rectification, the Customer shall return the product or the defective part so that Møllers Machining can carry out repairs or replacements at its business location, unless Møllers Machining deems it more appropriate to perform the repair at the Customer’s premises.
9.4 Any shipment related to rectification shall be at Møllers Machining’s expense and risk. The Customer must follow Møllers Machining’s instructions regarding the shipping method.
9.5 If Møllers Machining incurs additional costs due to transportation, etc., when rectifying defects because the product is located at a different location than the designated destination in the order confirmation—or if no such location is specified, the delivery location—such costs shall be borne by the Customer.
9.6 If rectifying the defect requires disassembly and/or reassembly affecting anything other than the product itself, the work and associated costs shall be borne by the Customer.
9.7 If the Customer has refined, modified, or incorporated the product into other materials or structures in such a way that Møllers Machining is unable to provide rectification, Møllers Machining shall not be held liable.
10. Personal Data
10.1 The Customer’s personal data is processed in accordance with applicable data protection laws and in accordance with the guidelines set forth in our privacy policy.
11. Complaints and Rectification
11.1 If the Customer wishes to claim defects or delays not covered by section 8, the Customer must submit a written complaint without undue delay after discovering the issue. The complaint must be substantiated and must be made no later than two weeks after delivery. Complaints made after this period may be rejected by Møllers Machining.
11.2 If defects or delays are found under sections 8 or 11, Møllers Machining has the right to rectify them. In such cases, Møllers Machining must commence rectification within a reasonable time relative to the nature of the defect; otherwise, the right to rectify is forfeited.
12. Force Majeure
12.1 Neither party shall be held liable for circumstances that qualify as force majeure. Force majeure includes, but is not limited to, war, terrorist attacks, riots, uprisings, general strikes/lockouts, fires, natural disasters, pandemics, extreme weather conditions, currency restrictions, import or export bans, disruptions in public transportation, interruptions or failures in energy supply or communication lines, or any other cause beyond Møllers Machining’s control that may delay or prevent the production and delivery of the product. This provision also applies if force majeure occurs at the subcontractor level.
12.2 If a timely and defect-free delivery is temporarily hindered by one or more of the aforementioned circumstances, the delivery is postponed for a period corresponding to the duration of the hindrance. A delivery made within this postponed period shall be considered timely. If the delay is expected to last longer than four weeks, both Møllers Machining and the Customer are entitled to terminate the agreement without this being considered a breach of contract.
12.3 If force majeure occurs, the affected party must promptly notify the other party and keep them informed of developments.
13. Limitation of Liability
13.1 Møllers Machining cannot be held liable for delays or defects beyond what is stated in section 9. This includes, but is not limited to, indirect losses such as operational losses, loss of goodwill, lost revenue, lost profits, internal losses suffered by the Customer, or the Customer’s costs for third-party rectification.
13.2 Møllers Machining’s financial liability is limited to the purchase price agreed upon in the order confirmation.
13.3 Møllers Machining is not responsible for defects caused by materials chosen and/or supplied by the Customer or by designs specified by the Customer, including drawings and other specifications.
14. Product Liability
14.1 Møllers Machining disclaims any product liability beyond what is mandated by statutory product liability laws. Møllers Machining is not liable for (1) indirect losses as outlined in section 13.1, (2) damage to real or personal property that occurs while the product is in the Customer’s possession, or (3) damage to products manufactured by the Customer that incorporate the product.
14.2 If Møllers Machining is held liable for product defects towards third parties, the Customer shall indemnify Møllers Machining to the same extent as Møllers Machining’s liability is limited under these Terms.
14.3 If a third party makes a product liability claim against either Møllers Machining or the Customer, both parties are obligated to promptly notify each other.
15. Intellectual Property Rights, Drawings, and Technical Documents
15.1 The Customer’s drawings and other technical documents related to the product or its production that are provided to Møllers Machining for the purpose of manufacturing the product remain the Customer’s property and may only be used for the agreed-upon purpose.
15.2 If the Customer provides drawings and specifications for manufacturing the product, these must include all necessary details to complete production, as Møllers Machining does not provide advice on material selection unless expressly agreed upon with the Customer.
15.3 Both parties agree that drawings, technical documents, and other confidential information shall only be shared with employees, consultants, subcontractors, or others to the extent necessary.
16. Order of Precedence
16.1 In case of direct contradictions between these Terms and the order confirmation, the terms in the order confirmation shall prevail.
17. Jurisdiction and Governing Law
17.1 Any dispute arising in connection with Møllers Machining’s deliveries shall be settled under Danish law at the Court of Holstebro.
Møllers Machining v/ Jens Henrik Vestergaard Møller
Thisted, March 26, 2025