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Terms and conditions of sale and delivery

TERMS AND CONDITIONS OF SALE AND DELIVERY

for Urban Water Retention ApS (hereinafter referred to as UWR). CVR no. 42330477. Version 1, April 2023 delivery of goods.

These terms of sale and delivery apply unless otherwise agreed in writing. The customer’s purchase and/or sales and delivery terms and conditions, if any, are not part of the parties’ contractual basis, unless otherwise agreed in writing.

1. Offers, orders and acceptance:

1.1 The Customer’s order is not binding on UWR until UWR has accepted the order.

1.2 If UWR has submitted a written offer that does not specify a deadline for acceptance, the offer shall lapse if UWR has not received a corresponding written acceptance within 3 weeks from the date of the offer.

1.3 It is the customer’s responsibility to review and verify that UWR’s offer corresponds with the customer’s project, including drawings. UWR cannot be held liable for a defective offer if the order received is defective, e.g. by not describing details or not specifying quantities.

1.4 Only traders may place orders with UWR.

2. product information

2.1 Catalogs, brochures, installation instructions, price lists, etc. as well as information about the dimensions, weight and other special properties of the goods should be obtained by the customer prior to the use of the goods. Such information is only indicative and is only binding on UWR when explicitly stated in the order confirmation. UWR accepts no liability for any errors or information in any written material provided about the goods, prepared or produced by the Customer.

3. pricing:

3.1 Unless otherwise agreed in writing, deliveries shall be made at the prices set by UWR at the time of delivery in Danish kroner, excluding VAT, plus freight, transport insurance and packaging. All orders under DKK 5.000,00 ex. VAT is subject to a handling fee of DKK 300.00 ex. moms.

3.2 UWR reserves the right to index all prices after the purchase agreement has been concluded, once a quarter as long as the goods have not been delivered. Indexing is done according to Statistics Denmark’s index for asphalt work (Building and Construction). The price adjustment is calculated to four decimal places based on the latest available index at the time of calculating the price development and the index for the same quarter, the year before the latest available index. Price adjustments are notified to the Customer as far in advance as possible.

4. Payment terms:

4.1 All payments to UWR must be made within 15 days net after the invoice is issued. In the event of payment after the expiry of the aforementioned deadline, default interest of 2% per month or part thereof shall be charged in accordance with the rules of the Danish Interest Act (Consolidation Act no. 459 of May 13, 2014 with subsequent amendments).

4.2 Accrued interest shall be due for immediate payment and shall be paid in advance of all other debts in the regular payments.

4.3 If payment for a delivery is not made on time, UWR shall be entitled to withhold all further deliveries to the Customer, irrespective of whether the deliveries are interrelated or not, without UWR being liable for damages.

5. Delivery and transfer of risk:

5.1 Delivery is “Delivered at Place (DAP)” according to INCOTERMS 2020, unless otherwise agreed.

5.2 Unloading of semi-trailers must be done with a forklift truck or similar and be carried out by the customer or a third party. The cost of the reading is borne by the customer.

5.3 Unloading of smaller orders from a carrier is agreed in the quotation phase. Pallets are not returnable goods.

5.4 Crane delivery: Unloading by crane at the side of the vehicle is invoiced according to offer or time spent. The price is market price for 4 axle crane trucks with 30 T crane.

5.5 If the Customer’s circumstances mean that delivery cannot take place as agreed, UWR is entitled to invoice as if delivery had taken place at the agreed time. Delivery times are based on the customer’s wishes as much as possible. However, UWR assumes no obligations in connection with the customer’s requested delivery times.

5.6 Any delays will be informed as soon as possible and at no extra cost to UWR. At the customer’s request, UWR shall, at the customer’s expense, arrange for the risk goods to be transported to any place in Denmark designated by the customer to which there is a passable road. When delivering at construction sites or other designated locations, the customer assumes responsibility when unloading begins, cf. section 5.1.

5.7 If the Customer is not ready for delivery at the agreed time, the waiting time for UWR will be charged as “waiting time”. The price for waiting time can be specified when ordering. UWR’s claim for waiting time payment is triggered by more than 1 hour of waiting time. Waiting time is billed separately.

5.8 Unloading of cars can be done between 06:00-16:00 every day of the week. Surcharges may apply for readings on weekends or public holidays.

5.9 Delivery with biodiesel-powered trucks is offered at an additional cost.

6. returns:

6.1 Returns of faultless goods can only be made by written agreement and will be credited at 50% of the offer price excluding transportation. Items that have been unpacked out of their packaging will not be returned.

6.2 Goods that have been left on a construction site or other site for more than 30 days will not be returned. Special items are non-returnable.

7. Delay:

7.1 If no specific time of delivery has been agreed and delivery has not taken place within 1 month after the order has been confirmed in writing by UWR, the Customer is entitled to notify UWR in writing that the order will be canceled if delivery does not take place within 14 days after UWR’s receipt of the notification. If delivery is not made within the 14-day period, the order is considered canceled without liability for either party. If a specific delivery time has been agreed and UWR has exceeded this – without force majeure, see §13 – and the delivery is still not delivered, the Customer may demand delivery in writing and set a final reasonable deadline, which may not be shorter than 5 working days (not including Saturday) from UWR’s receipt of the written demand. After expiry of this period, the customer may – unless he is responsible for the delay – cancel the agreement in writing with regard to the delayed part of the delivery.

7.2 Cancellation as a result of the Customer’s claimed delay is without liability for UWR. The customer shall have no other remedies for default due to delay other than the foregoing in conjunction with sections 10 and 13.

8. Defects and complaints:

8.1 Complaints regarding defects must be made in writing and immediately upon discovery of the defect. If the Customer fails to do so, the right to assert the defect and exercise remedies for breach of contract shall be forfeited.

8.2 UWR shall be entitled and obliged to remedy defects or replace defective deliveries within a reasonable time. If UWR does not remedy or replace defective deliveries within a reasonable time after the Customer has made a written and timely complaint, the Customer shall be entitled to terminate the agreement with respect to the defective part of the delivery by written notice to the Seller. This right is the Customer’s sole remedy for breach of contract in the event of defective deliveries.

8.3 The Customer cannot maintain a purchase and at the same time demand a proportionatereduction or compensation.

8.4 Only documented design, manufacturing and material defects in the delivered goods and delivery of insufficient quantity shall be deemed defects, where the customer may assume that what has been delivered is intended to serve as complete fulfillment of the agreement.

8.5 The fact that the delivered goods do not meet special – stated or unstated – requirements of the customer shall not be deemed to constitute a defect in the goods.

8.6 The Customer must therefore always check and ensure in advance that the good or goods can actually meet such requirements. The customer shall, as soon as possible, make a reasonable examination of the goods.

8.7 Defects that could have been discovered during such an inspection can only be claimed if the customer complains directly to UWR within 3 days of receipt of the goods. In the event that the defect consists of the delivery of an insufficient quantity, the customer must complain immediately after delivery in order to be able to assert the defect.

8.8 In the event of visible defects and transport damage, the customer must also sign any consignment note/complaints immediately.

8.9 Defects that could not be detected by an inspection as mentioned above, the customer must complain immediately when the customer discovers these. In any case, a written complaint must be submitted within 30 days of delivery.

8.10 The Customer may only initiate repairs itself without prior agreement with UWR in cases where this is absolutely necessary to avoid or limit extensive damage to persons or goods. There must be a report from the customer in which defects are photo-documented on the day they are observed. UWR may make the redelivery conditional on the customer returning the defective parts.

9. Construction delivery clause

9.1 To the extent that the goods covered by a delivery are used at a later stage of the supply chain for the performance of a contract agreed in accordance with AB 18, and if the delivery concerns building materials or other deliveries covered by AB 18 section 12(5), the period of max. 5 years from delivery of the building. However, the above does not apply if the contractor can fail to comply with the provisions of AB 18, section 12(5) on supplier liability.

9.2 The above shall only apply if it is stated in either the offer or order confirmation that the goods in the delivery are to be used for the execution of a contract in accordance with AB 18. The Customer shall have no other remedies for defects than the right to have the defects remedied as soon as possible by repair in the cheapest way for UWR, delivery or subsequent delivery.

10. Limitations of Liability:

10.1 In no event shall UWR be liable for operating losses, loss of profit or other indirect losses and consequential damages, including penalty payments or payment of other fines, due to delay or defects in the product sold, unless UWR has acted intentionally or with gross negligence. The same applies to faulty deliveries that can be directly attributed to UWR.

10.2 UWR is not liable for improper handling of the UWR system according to instructions.

10.3 UWR’s liability cannot exceed the lowest of the following amounts: (a) the Contract Price, understood as the total price for goods covered by that Contract; or (b) EUR 1,000,000.00.

10.4 For the avoidance of doubt, it is stated separately that if the Customer terminates the agreement, he shall not be entitled to claim compensation from UWR for the additional costs incurred by him in acquiring a similar delivery from another party. UWR shall not be liable for any further defects or reduced yield as a result of defective delivery.

10.5 UWR accepts no liability for any errors or information in any written material provided about the Goods prepared by UWR’s supplier. This applies to any sales material, descriptions, user manuals, etc.

11. product liability

11.1 Outside of cases covered by the Danish Product Liability Act (Consolidation Act no. 261 of March 20, 2007 on product liability with later amendments), UWR’s product liability is limited as follows:

1) UWR is not liable for damage to products in which the sold item is included.

2) UWR does not accept liability for damages in the event that the product sold is used for, incorporated into or is part of another finished product that is used for a purpose other than the descriptive guidelines of the UWR System.

3) UWR is not liable for damages arising from the fact that UWR’s products must comply with mandatory regulations issued by public authorities.

4) To the extent that UWR may be subject to product liability towards third parties, the Customer is obliged to indemnify UWR to the same extent as UWR’s liability is limited in the foregoing.

5) The customer is obliged to be sued in the same court that hears the claim for damages against UWR for damages arising from the sold goods.

12. Third party rights:

12.1 UWR is in no case liable to the Customer for infringements of third party rights, including – but not limited to – any infringements by the Customer when using UWR products. If the customer uses UWR products in a way that infringes the rights of third parties, the customer shall indemnify UWR for any claims that third parties may have against UWR.

13. Force majeure

13.1 The following circumstances shall relieve UWR from liability if they prevent timely or defect-free delivery by UWR or make performance unreasonably burdensome: Labor disputes, strikes, lockouts and any other circumstances beyond the control of the parties, such as fire, war, mobilization or unforeseen military call-ups of similar magnitude, requisition, seizure, currency restrictions, riots and civil commotion, unusual weather and natural disasters, including volcanic eruptions and cloudbursts, shortage of means of transport, general scarcity of goods, restrictions on motive power and shortages or delays in deliveries from suppliers caused by any of the circumstances mentioned in this clause. Circumstances as mentioned, which occurred prior to the submission of the offer/contract conclusion, shall only result in exemption from liability if their influence on the fulfillment of the order could not be foreseen at the time of the submission of the offer/contract conclusion.

13.2 It is incumbent on UWR to notify the Customer in writing within a reasonable time if circumstances as mentioned above occur and UWR wishes to claim exemption from liability on the basis of these circumstances.

13.3 If the delay in delivery is due to force majeure, cf. above, the delivery time shall be postponed for the duration of the force majeure situation, however, both parties shall be entitled to cancel the order for delivery of the product without liability when the hindrance has lasted for more than 4 months. This provision shall apply regardless of whether the cause of the delay occurs before or after the expiry of the agreed delivery time.

14 Changes:

14.1 UWR reserves the right to amend these terms and conditions of sale and delivery. The current version of the terms and conditions can be found here

15. Jurisdiction and choice of law:

15.1 These terms of sale and delivery are governed by Danish law, disregarding the rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute between UWR and the customer shall be settled at UWR’s place of jurisdiction, regardless of where the customer lives or stays. However, UWR may in any case demand that the dispute be settled by the Danish Building and Construction Arbitration Court. Any inspection and assessment is carried out according to the rules in AB 18.