Delivery and Returns

Valid from 1 January 2023

§1 Agreement Basis

These Sales and Delivery Terms shall apply to all product deliveries from CHEMWORLD APS except where the Sales and Delivery Terms have been superseded in full or in part in accordance with an alternative written agreement.

§2 Product information

All information regarding CHEMWORLD APS products in brochures, user instructions, catalogues, product information, etc. issued by CHEMWORLD APS regarding product properties, function, and application should be considered as indicative unless there is an explicit written agreement to state otherwise.

§3 Order Accept and Prices

1. Offers shall not be binding until accepted in writing or verbally by the buyer. Offers shall also be binding upon submission of order to CHEMWORLD APS. 
2. In case of a written offer, CHEMWORLD APS can stipulate a period of time during which the specific offer shall be binding.
3. Where nothing else has been agreed, all orders shall be accepted at the prices valid on the delivery date. Prices are usually stated ex. VAT and any other government levies.
4. If during the time from order confirmation and delivery there are increases in the prices of raw materials, wages determined via collective agreements, employee levies of any kind, taxes on goods, customs rates, import/export levies, the exchange rate of the Danish krone, or other circumstances outside CHEMWORLD APS’s control, CHEMWORLD APS shall be entitled to increase the price accordingly while stating the reason for the price increase.

§4 Payment

1. Payment terms are 8 days net from invoice date unless otherwise agreed in writing. Where amounts due are not paid on time, monthly interest shall accrue from the due date at the rate of 2% per commenced month.
2. Where a payment reminder is sent, a DKK 200 reminder fee shall be applied in each instance.
3. If the buyer abstains from receiving the product at the time and place agreed, the buyer shall still be obliged to make payment as though receipt had taken place in accordance with the agreement.

§5 Delivery, Delays, and Returns

1. Delivery shall be Ex Works unless otherwise agreed. Ex Works shall be interpreted in accordance with the edition of Incoterms in force at the time of concluding the agreement.
2. The product shall be delivered in CHEMWORLD APS’s standard quality unless otherwise agreed. 
3. CHEMWORLD APS shall take suitable measures with a view to timely delivery. In the event of a delay relative to the originally agreed delivery date, CHEMWORLD APS shall be entitled to postpone the delivery date for up to 3 weeks calculated from the latest ordinary delivery date without this entitling the buyer to cancel the purchase. The buyer shall be notified of the delay of a delivery as soon as CHEMWORLD APS becomes aware that the delivery will occur.
4. Delayed delivery does not entitle the buyer to compensation for any losses in consequence of the delay. Products delivered can only be returned in accordance with advance agreement. Refunds will be based on the condition of the product and only against payment of a handling fee of 15% of the invoice price of the returned products.

§6 Suitability Test

1. Prior to using the product, the buyer shall perform a test of the properties/suitability of the product for the specific application in order to ascertain if the product is suited to the buyer’s intended use. The obligation to perform a test of the product properties/suitability shall apply:
2. where the product has been specifically adapted/developed for the buyer and where a specifically adapted/developed product is used in other product connections than presumed, or;
3. where a standard product is used for a special purpose, i.e., beyond what is indicated in product descriptions, guidelines, data sheets, etc.

§7 Deficiencies/Shortages/Complaints

1. Immediately after receipt, and before starting use of the product or selling it on, the buyer shall perform a visual inspection of the product delivered in order to identify any deficiencies or shortages, and the buyer shall, without undue delay and no later than 30 calendar days after receiving the product, notify CHEMWORLD APS in writing of any such deficiencies or shortages. Where the delivered product does not correspond to what was agreed, to the specifications supplied by CHEMWORLD APS, or to what the buyer could reasonably demand, or if the product is of inferior quality, CHEMWORLD APS shall make a replacement delivery, irrespective of whether the deficiency can be demonstrated to be the result of errors by CHEMWORLD APS or not. It is a condition for replacement delivery that a timely complaint has been submitted, see paragraph 1. Replacement delivery shall be without cost to the buyer when the deficient product is returned to CHEMWORLD APS.
2. If the delivered product quantity does not correspond to the agreed quantity (weight or number of units), CHEMWORLD APS shall post-deliver the shortage without cost to the buyer. It is a condition of post-delivery that a timely complaint has been submitted, see paragraph 1.

§8 Product liability

In connection with the sale of product(s), CHEMWORLD APS makes no warranty of

suitability for any specific purpose. This In lieu of all warranties expressed or implied, Chemworld will refund the purchase price of any defective material. In no case will Chemworld be liable for incidental or consequential damages.

§9 Force Majeure

The following circumstances shall render CHEMWORLD APS and the buyer free of liability if they occur after the conclusion of the agreement and prevents its fulfilment within a reasonable period of time: labour disputes, strikes, lock-outs and any other circumstance over which the parties have no control, such as government measures, acts of sabotage, confiscation, currency restrictions, natural disasters, epidemics, fire, ware, rebellion and unrest, machine breakdown, lack of transportation, general lack of goods, deficient supply of raw materials, deficient deliveries from sub-suppliers, or delayed deliveries caused by any of the circumstances mentioned in this section.

Where either party wishes to invoke to this clause, the other party shall be notified of this in writing and without delay with a statement of the reason for invoking it.

§10 Jurisdiction and Choice of Court

Any dispute arising between the parties in connection agreements about delivery of products from CHEMWORLD APS, including the interpretation of these Sales and Delivery Terms, shall be settled in accordance with Danish legislation via the Courts in Copenhagen, with the proviso that both the buyer and Chemworld Aps shall be able to require that a matter is referred to the Maritime and Commercial Court in Copenhagen in accordance with the regulations appertaining to this in force from time to time.