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: order@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 DKK 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.

General terms

General terms of sale and delivery of Vilomix Denmark A/S

1. Use
The below general conditions for trade will apply as far as otherwise is agreed otherwise.
 
2. Traceability
Any goods received for resale or processing must be traced backward to at least one trader according to EU Regulation 178/2002 effective from January 1st 2005.
Seller must be able to document the traceability for purchaser. If seller does not document the compulsory traceability, purchaser has the right to refuse to accept the goods. Seller must be able to document the origin of the goods.

3. Period of agreement, completion of trade etc.
Sale
The order confirmation/contract must include the following:
1. Period (term)
2. Price agreement
3. Quantity, including purchase pattern e.g. if the purchase is determined by seller or purchaser and if the goods are purchased successively or at a certain time etc.
4. Special conditions, if any.
 
Contact quantities
All agreed contracts will be performed successively/equally in the agreed period (term) according to the contract. Any departure from this will be considered as a fail to perform the contract and such will lead to discontinuation of the contract.
 
Guarantee of content
The goods will be delivered according to the guaranties agreed at the time making the contract. Information about content can be requested by contacting seller.
However, seller reserves the right to make such changes according to the guaranties of content if necessary due to legislation.
In that case the price will be adjusted (+/-).

Quality
Goods/raw materials will be delivered according to the present conditions and the regulation of the Feeding Stuff Legislation regarding variation/latitude from the declared quality. In case the quality differs from the usual quality, seller must be informed before unloading the goods at purchaser’s place.
 
Transfer of rights, etc.
Purchaser has no right to transfer his rights or obligations according to the placed order and thus agreed conditions to third party. The delivered goods are owned by seller until paid by purchaser.
 
Duties, Amendments to Acts etc.
In case of amendments and/or introductions of (new) import duties, EU duty or other public duties seller reserves the right to adjust the agreed price.
 
4. Price lists etc.
Information from price lists are only binding if the sales contract explicitly refers to these. All price lists are quoted excl. VAT. 
 
Price
All prices are in DKK excl. VAT.
 
5. Delivery
When goods are delivered, it is at purchaser’s disposal unless otherwise agreed.
 
Delivery will be the place pointed out by purchaser or as close to drivable road as possible.
 
6. Reception control
Purchaser must control the content of the delivery note as soon as possible after delivery and control the goods visually.

7. Payment
Terms of payment appear of the contract, invoice or statement of account.
 
In case of overdue payment a collection fee may be charged as well as default interest may be charged.
 
8. Responsibility of defects
In case of defects of the delivered goods in form of incorrect quantity or quality, purchaser has the right to demand re-delivery if purchaser has complained cf. item 9.
 
Incorrect quality can only be proved by samples from the load in question and not from purchaser’s silo or the like.
 
If seller does not fulfil his obligations within 2 days from the complaint according to the above, or if any agreement of fulfilment has not been made, purchaser has the right to demand proportionally allowance.
 
Purchaser also has a right to revoke the contract if the defect is considerable after re-delivery. This must without undue delay be advised to seller in writing.
 
If purchaser revokes the contract, purchaser must immediately buy against the seller to limit the eventual loss. If the contract is revoked, purchaser has a right to claim compensation for the loss documented, however max 10% of the value of the delivered goods.
 
Seller disclaims the responsibility of any indirect loss as e.g. trading loss, profit loss or time loss that the defect may have caused for purchaser.

9. Complaint about defects
If purchaser wishes to complain about eventual defects, a written complaint must be send without undue delay after finding the defect.
 
If the complaint is send any later, the defect can only be claimed on account if the defect could not have been found earlier. If so, written complaint must be send without undue overlay.
 
10. Responsibility for damage to property (also animals) caused by the delivered goods or services (product liability)
 
It is a condition for seller’s responsibility that purchaser carefully has acted according to the included directions of use.
 
The evidence of defect of the delivery and its impact to property (also animals) can only be adduced by samples from the load in question and not from purchaser’s silo or the like.
 
Regarding product liability the rules in force at the time of question will be effective in pursuance to the law.
 
In no case, however, seller is responsible for time loss, trading loss, profit loss or other indirect losses. The maximum amount for liability to pay damages cannot exceed DKK 5.000.000.
 
This limit of seller’s responsibility is however not effective if seller has committed an act of gross negligence.
 
To the extend of resale of goods the following will apply:
Purchaser must indemnify to the extent that seller is imposed responsibility against third party of such damage or loss as seller is irresponsible of according to the above.
 
If third party makes a demand of liability for damages against one of the parties according to this regulation, this party must immediately advice the other party.

11. Exemption from liability — force majeure
The following circumstances prompt exemption from liability, provided these will hinder performance of the contract or will make the performance unreasonably burdensome.
 
Industrial conflicts, strikes, lockout as well as any other circumstance that the parties cannot control such as fire, war, mobilization, acts of sabotage, requisition, confiscation, commotion, troubles and comparable force majeure.
 
The party claming any of the above circumstances must without undue delay inform the other part about the occurrence and end of the incidence in writing.
 
Both parties are entitled to revoke the contract by notice in writing to the other party when its performance within a reasonable period of time will be impossible due to any of the above-mentioned circumstances.
 
12. Settlement of disagreements — legal venue
Disagreements due to the contract and its related conditions must be settled according to Danish legislation with the Maritime and Commercial Courts as legal venue.
 
If the parties agree on arbitration, each party select an arbitrator and the Maritime and Commercial Court selects a third arbitrator to be chairman of the tribunal.
 
An arbitration award is final.