Terms of sale and delivery

Office hours for telephone services and collection of goods at Vilomix:

• Monday - Thursday: 8.00 am - 4.00 pm
• Friday: 8.00 am - 3.30 pm
 
Application
The general terms of sale and delivery mentioned below apply to trade with Vilomix Denmark A/S unless otherwise agreed in writing.
 
Order
All orders must be placed by e-mail or fax.
• E-mail: export@vilomix.dk
• Fax number: +45 88 87 52 01 
Vilomix Denmark A/S confirms order to purchaser. Orders for farm supplies will only be confirmed if placed by e-mail.
 
Time limits for order placements
• Premixes and other products
Orders must be placed not later than 5 working days from delivery.
 
Production quantity for each product code
Vilomix Denmark A/S use the just-in-time production system and holds only a few standard goods in stock. Minimum quantity for production of each product code is as follows:
• Premixes: Batches of 1200 kg.
 
Prices and price agreements
All prices are subject to confirmation excl. VAT in euro ex works Vilomix unless otherwise specified in the current price list.
The current price is the price ruling at the time of delivery unless otherwise agreed in a sales agreement. A sales agreement is binding and cannot be assigned to third party. All sales agreement must be performed successively in the term of agreement.
 
All sales prices can be adjusted in case of external direct or indirect taxes, orders or prohibitions concerning e.g. the content of the product or production method. All sales are made according to the “in loco” contract note of Copenhagen. Prices and conditions are subject to misprints.
 
Terms of payment
Our terms of payment are 8 days net.

Terms of sale and delivery

Vilomix Denmark a/s
CVR no. 70 64 92 17
Updated January 2018
    
1    Use
1.1    These terms of sale and delivery shall apply to trade between Vilomix Danmark A/S (hereinafter “Vilomix”) and Vilomix’s commercial customers (hereinafter “the Purchaser”) regarding orders and/or trade agreements that concerns products that are to be delivered outside Denmark, unless agreed otherwise in writing.

1.2    The Purchaser shall not be entitled to transfer its rights and/or obligations in relation to orders placed and/or trade agreements with Vilomix to third parties.

2    Prices
2.1    All prices are exclusive of VAT and duties.

2.2    Payment shall be made in accordance with Vilomix’s current price on the day of delivery, unless other terms have been agreed separately in writing between Vilomix and the Purchaser. Vilomix is not responsible for any misprints.

2.3    Vilomix shall be entitled to make proportional changes in the prices agreed between the parties in case of changes in various duties and fees, including but not limited to import duties, fees on phosphorus, and fees on raw materials.

2.4    Vilomix shall be entitled to make proportional changes in the prices agreed between the parties if Vilomix is ordered to change the content of the products or the production method due to amendments of the relevant legislation.

3    Placing of orders for products
3.1    Products for collection or for delivery must be ordered by the Purchaser no later than 5 business days before the actual date of delivery.

3.2    If the Purchaser is too late in placing an order for special mineral feed compounds, i.e. the Purchaser wants delivery sooner than 5 business days from the date of placing the order, the Purchaser must pay a fee of DKK 15 per 100 kilos, provided that Vilomix is able to fulfil the order.

4    Delivery
4.1    Delivery shall take place to the address supplied by the Purchaser.

4.2    The risk and the liability for the products shall pass from Vilomix to the Purchaser when the products are unloaded at the agreed delivery address. In case delivery cannot be made to the agreed delivery address due to a lack of proper road or due to insufficient road base, delivery shall be considered to have been effected when the products have been unloaded as close to the agreed place of delivery as the circumstances permit and as agreed with the Purchaser.  

4.3    The Purchaser shall check the delivered goods and the content of the delivery note immediately after delivery of the products.

4.4    Title to the delivered products shall remain with Vilomix, until the entire purchase price as well as fees and duties, if any, have been paid. The Purchaser shall be obliged to insure the delivered products against theft, fire, etc. until the purchase price as well as fees and duties, if any, have been paid in full and title has passed to the Purchaser.

5    Quantities
5.1    The Purchaser shall take delivery of the agreed quantity at the agreed time of delivery in accordance with the order placed and/or the trade agreement between the Purchaser and Vilomix.

5.2    Changes in the Purchaser’s production shall not release the Purchaser from its obligations under clause 5.1.

5.3    The Purchaser’s non-compliance with clause 5.1 shall be considered a material breach and Vilomix shall consequently be entitled to cancel the order and/or terminate the trade agreement. Vilomix shall also be entitled to (i) demand differential payment for the quantity of which the Purchaser did not take delivery in accordance with the agreement, (ii) consider the residual quantity as cancelled, or (iii) extend the contract period with the Purchaser.  

6    Quality
6.1    The products are delivered with the guarantees of contents that are applicable at the beginning of the period of contract. Further information about the guarantees on contents can be provided by Vilomix.

6.2    Vilomix shall be entitled to make proportional changes in the agreed guarantees of contents in case amendments in relevant legislation necessitate such changes.

6.3    The products are delivered in accordance with the provisions on variations and fluctuations from declared quality in the Feedstuff legislation at force at any time.

7    Liability
7.1    In case of damage and loss of any kind, Vilomix can only be held liable if it can be documented and proved that the damage or loss is due to actionable errors or omissions on the part of Vilomix.

7.2    Product damage and actual defects can only be proven based on samples of the load taken from the products before unloading at the place of delivery indicated by the Purchaser and thus not based on samples taken from the Purchaser’s own silo or the like.

7.3    Vilomix’s liability in clause 7.1 is conditional upon the Purchaser having used and handled the products in accordance with the supplied instructions.

7.4    Vilomix’s liability in clause 7.1 is conditional upon immediate written complaint about the damage or loss from the Purchaser to Vilomix.

7.5    If the actual defect is caused by an incorrect quantity or quality, the Purchaser shall be entitled to demand supplementary delivery or replacement delivery if the Purchaser has complained in accordance with clause 7.4.

7.6    In case of incorrect quantity or quality, Vilomix shall be entitled to carry out supplementary or replacement delivery.

7.7    If the actual defect continues for a material period of time from Vilomix’s supplementary or replacement delivery, the Purchaser shall be entitled to cancel the order and/or terminate the trade agreement. The Purchaser shall immediately inform Vilomix hereof.

7.8    If the Purchaser cancels the order and/or terminates the trade agreement, the Purchaser shall limit its loss as much as possible by making covering purchases or taking other necessary measures to limit the loss.

7.9    The Purchaser shall indemnify Vilomix to the extent that Vilomix is held liable towards a third party for a loss that Vilomix is not liable for under these terms.

7.10    If a third party makes a claim for compensation against one of the parties, such party shall immediately inform the other party.

8    Loss
8.1    Vilomix’s maximum liability to pay damages for the Purchaser’s documented loss in each case cannot exceed DKK 5,000,000, unless Vilomix has acted negligently or intentionally.

8.2    If the Purchaser cancels a delivery, including single orders or a delivery under a trade agreement, Vilomix’s maximum liability to pay damages cannot exceed the value of the delivery in question.

8.3    Vilomix shall not compensate the Purchaser for indirect losses, including but not limited to loss on operations, loss of time and loss of profits.

9    Product liability
9.1    With respect to product liability damage, Vilomix’s liability in accordance with current legislation on product liability shall be limited to the widest extent possible and as described in these terms.

10    Force majeure and hardship
10.1    The following circumstances shall entail exemption from liability if they prevent performance of the agreement or make such performance unreasonably onerous: Industrial disputes, strikes, lockouts, non-delivery and any other circumstance that the parties cannot control, such as fire, war, mobilization, acts of sabotage, requisitioning, confiscation, revolt, unrest and similar force majeure and hardship situations.

10.2    The party that claims any of the above circumstances shall without undue delay inform the other party in writing of the occurrence and end of such events.

10.3    Both parties shall be entitled to terminate the agreement by written notice to the other party when performance thereof within a reasonable time becomes impossible due to circumstances mentioned in clause 10.1.

11    Payment
11.1    The Purchaser’s terms of payment appear from the trade agreement, invoice or statement of account.

11.2    In case of late payment, the Purchaser may be charged a reminder fee and interest on overdue payment. Information about interest and reminder fees can be obtained from Vilomix.

12    Settlement of disputes
12.1    Disputes in relation to the agreement and related provisions shall be settled in accordance with the rules of Danish law before the Maritime and Commercial Court.

12.2    If the parties can agree on arbitration, each party shall appoint an arbitrator and the Maritime and Commercial Court shall appoint the third arbitrator, who shall be chairman of the arbitration tribunal. An arbitration award shall be final.