RIAS A/S - CVR DK 44065118
General conditions
The below mentioned sales and delivery terms shall apply in any case to the customer/ supplier relationship with RIAS A/S, unless otherwise agreed in writing by RIAS A/S regarding one or more of the below mentioned sales and delivery terms.
The below mentioned sales and delivery terms shall, irrespective of any possible purchase conditions stated by the purchaser, take precedence over any such conditions, unless RIAS A/S have accepted these in writing.
In case a condition of the below mentioned sales and delivery terms is void, only the condition concerned will become void. The void condition shall hereafter be replaced by a new condition, which should be worked out according to the purpose of the void condition.
Catalogues, brochures, sales materials etc.
The illustrations, measurements, weights or the like stated in RIAS A/S’ brochures, sales materials etc. are without any obligations to RIAS A/S, who reserve the right to make changes to the product or sales of products without any prior notice to the purchaser.
None of the sales specifications supplied by RIAS A/S such as catalogues, offers, order confirmations etc. must be copied and/or used towards third party without the consent of RIAS A/S.
Offers
All offers made shall be considered subject to confirmation and are – if not stated otherwise – valid for 8 days from date of offer. Furthermore, all goods offered are always subject to the goods being unsold, even though it has not been explicitly stated in the offer.
Orders
Direct orders or orders placed with RIAS A/S’ sales representatives, changes or extensions of orders and oral agreements are only valid, when they have been confirmed in writing by RIAS A/S.
Reservations regarding delivery
All order confirmations are given subject to force majeure, such as strike, lock-out, fire, war, civil disturbances, import and export bans, transport problems etc. and subject to unforeseen business interruptions or missing or delayed deliveries from sub-suppliers. If orders cannot be fulfilled due to such reasons, RIAS A/S cannot be hold responsible. This applies, whether or not it is possible to get a similar article from other suppliers than the supplier who normally would supply the goods offered or goods according to order confirmation.
As regards goods especially produced for the customer RIAS A/S make reservations for quantity variance of up to +/- 10% of the agreed order quantity.
Time of delivery (date of dispatch + normal transportation time)
The stated dates of dispatch count from the date of receipt of the full and final instructions, and are as accurate as possible. RIAS A/S are not responsible for any direct or indirect losses caused by delayed times of delivery and an delay does not entitle the purchaser to cancel the order, unless the delay is significant. RIAS A/S make reservations as to carry out partial deliveries, unless agreed otherwise.
Freight costs, transportation risks, handling fee
Freight costs are paid by the purchaser unless agreed otherwise in writing. Goods shall be forwarded at the purchaser’s risk, also in case of carriage paid. All orders are charged an environmental fee. Small deliveries are charged a handling fee.
Packaging
Pallets and packaging are at purchaser’s expense.
Prices
Unless otherwise stated in writing, the quoted prices are current list prices at the time of the order confirmation. RIAS A/S reserve the right to adjust the prices without prior notice. If a price increase exceeds 10% of the price quoted in the order confirmation – and if the price increase is not due to exchange rate fluctuations – the purchaser is however entitled to cancel the order. All prices are exclusive of VAT and duties.
Ownership reservation
The ownership of the goods is not passed on the purchaser, until the total purchase amount has been paid.
Payment, interests and reminder fee
The terms of payment are as specified in the offer, the order confirmation or the invoice. After the due date of payment interests of 2% will be charged on the first day of each month. Any cash discounts are calculated on basis on the invoiced amount exclusive of VAT, duties, packaging and freight. When sending a payment reminder a reminder fee is charged.
Cancellation, postponement and return of goods
Cancellation and postponement of orders can only take place according to prior agreement in writing and against payment of RIAS A/S’ costs. Stock goods may only be returned according to prior agreement in writing and only against payment of a fee. Standard goods in standard formats are credited at invoiced price less 25%, if the goods are received in undamaged condition. The goods are returned at the purchaser’s expense and risk. Specially prepared goods or specially purchased goods cannot be returned.
Product liability
RIAS A/S may only be held liable for personal injury if it is proven that the injury is due to an error or omission on part of RIAS A/S. Except for gross negligence RIAS A/S may not be held liable for any damage to real property or movables, which occurs whilst the sales object is in the possession of the purchaser. RIAS A/S may also not be held liable for damage to and from products, which have been manufactured by the purchaser or to and from products in which such products are used.
RIAS A/S cannot be held liable for operating losses, loss of earnings or any other indirect losses.
To the extent that product liability with respect to a third party is invoked against RIAS A/S, the purchaser is obliged to indemnify RIAS A/S to the same extent that RIAS A/S’ liability is limited by the present sales and delivery conditions.
Deficiencies and complaints
Deficiencies which are caused by errors made by RIAS A/S, entitle the purchaser to claim redelivery or in case of minor deficiencies to claim a proportional reduction of the purchase amount. In case of redelivery of goods the delivery is carried out subject to the same sales and delivery terms which were applicable to the original delivery. Only if the redelivery cannot take place, the purchaser is entitled to claim compensation. However, the compensation can never exceed the invoiced price of the defective goods. Except for the above mentioned RIAS A/S cannot be held liable for any direct or indirect damage or loss in connection with deficiencies. Colour and material changes may occur on certain goods after bringing them into use, as a normal consequence of influence from the sun light and climate and are thus not considered as deficiencies. Any claims must be made immediately, in writing and no later than 8 days after that the deficiency has been discovered or ought to have been discovered and must contain a specification of the deficiency/deficiencies claimed. If a claim is submitted after this deadline, the purchaser loses the right to hold RIAS A/S liable.
RIAS A/S should not be held liable for any further liability for goods sold than the liability for which the relevant supplier or manufacturer of the goods in question can be held liable towards RIAS A/S.
Electronically documents
RIAS A/S is entitled to send electronically all kinds of documents including e-mails to purchaser. This comprises among other things offers, order confirmations and invoices, credit notes, reminders, statement of account and interests.
Construction delivery clause
As regards delivered goods, which are used for construction purposes in Denmark, the following construction delivery clause is applicable:
The supplier’s liability for deficiencies of deliveries expires 5 years from the hand-over of the building, of which the delivery forms part, subject to a maximum of 6 years from handover of the materials to the purchaser. If it is substantiated that a claim concerning deficiencies of deliveries cannot or only with great difficulty be executed against the supplier’s purchaser or against subsequent purchasers, it is acknowledged that the supplier should also be held directly liable.
Also under such circumstances the supplier should only be held liable for deficiencies in case his own delivery is defective and furthermore only to the extent which follows from his own contractual obligations with his purchaser. Under all circumstances the supplier acknowledges to be pursued together with the purchaser or subsequent purchasers as a consequence of the parties’ internal matters.
The dispute shall reach a final settlement at the Danish Court of Arbitration for the Building and Construction Industry.
Extended time limit for claims
As regards deliveries of construction material to timber merchants and DIY shops, which have retail sales to consumers in Denmark (exclusive of Greenland and the Faroe Islands), the time limit for claims mentioned under item 15 is extended for deliveries intended for retail sale to no more than 7 years from delivery to purchaser. The extended time limit for claims can only be invoked by the purchaser and only if
a) the relevant article has been sold to a consumer by the purchaser and
b) the consumer claims compensation for deficiencies against purchaser within the time limit stated in the law and
c) the article at the time of delivery must be considered defective according to the contract between RIAS A/S and the purchaser.
Except for the above mentioned extension of the time limit for claims the stated conditions of the present sales and delivery terms apply to any possible recourse claim between RIAS A/S and the customer.
Transfer of risk
Unless otherwise agreed, delivery takes place ex RIAS A/S’ warehouse. The purchaser then bears the risk of the purchased goods, cf. item 7, section 2 above. If the purchaser does not collect the purchased goods in due time, RIAS A/S will store the purchased goods at the purchaser’s expense and risk.
Governing law and legal venue
Any disputes between the parties shall be settled in accordance with Danish law at RIAS A/S’ local venue as legal venue.
However RIAS A/S has the right to choose to settle the dispute at the purchaser legal venue.