Sales, lease and delivery terms

General Terms and Conditions of Sale and Delivery

1. Application

Any delivery from DC-SUPPLY is based on these terms and conditions of sale and delivery (“Terms and Conditions”) which are binding for all deliveries between DC-SUPPLY and the buyer (“Buyer”). The Buyer’s own purchase terms are not binding for DC-SUPPLY. Any deviation from these Terms and Conditions is only binding for DC-SUPPLY if such deviations are expressly accepted in writing by DC-SUPPLY.

2. Agreements

DC-SUPPLY is not obligated by any of its proposals, regardless of how they are designated, until DC-SUPPLY has sent its order confirmation to the Buyer. DC-SUPPLY reserves the right to withdraw its proposals until the order confirmation has come to the Buyer’s attention. The Buyer’s product specifications regarding construction, execution, design, etc., are only binding for DC-SUPPLY if they are accepted in writing by DC-SUPPLY. Drawings prepared by DC-SUPPLY are considered approved by the Buyer unless the Buyer objects in writing and explicitly within 3 days of receiving the material.

3. Authorization

No individual or company, such as an agent, representative, or broker, has the authority to obligate DC-SUPPLY without a written agreement to that effect.

4. Prices

All prices, including those based on DC-SUPPLY’s price lists, are current prices excluding Danish VAT, other public taxes, freight, and shipping packaging unless otherwise specified or stated in the order confirmation issued by DC-SUPPLY. DC-SUPPLY reserves the right to change price lists and catalog materials without prior notice. Unless otherwise agreed in writing, the prices given by DC-SUPPLY are valid for 30 days and must be accepted by the Buyer within this period. DC-SUPPLY reserves the right to adjust all given prices annually at the turn of the year according to the net price index without further notice for projects lasting more than twelve (12) months.

5. Product

Changes If the Buyer requests changes in the product’s design, components, execution, etc., after the order confirmation is issued and DC-SUPPLY accepts such changes, DC-SUPPLY is entitled to postpone the agreed delivery date. If DC-SUPPLY carries out the agreed changes, it is also entitled to adjust the agreed price to cover the related costs, including materials, redesign, quality assurance, and production adjustments.

6. Delivery Date and Conditions

The delivery date is as stated in DC-SUPPLY’s order confirmation. Delivery is made according to Incoterms 2020 Ex Works DC-SUPPLY A/S Virkelyst 8, 9400 Nørresundby, unless otherwise specified in the order confirmation. The Buyer bears the risk and all delivery costs, including transport costs, from when the product is ready for pickup.

In the event that the Buyer does not collect the product(s) at the delivery time or fails to fulfill the collection obligation, DC-SUPPLY is entitled to charge storage fees to the Buyer for the period until the product(s) are collected. If the Buyer does not collect the product(s) at the delivery time or fails to meet the collection obligation, DC-SUPPLY is also entitled to cancel the agreement and claim compensation from the Buyer. Furthermore, DC-SUPPLY is entitled to sell or store the products at the Buyer’s expense, with the products being stored at the Buyer’s risk.

Notwithstanding the provisions in this section, DC-SUPPLY has the right to postpone the delivery time due to force majeure, cf. section 10.

7. Payment Terms and Retention of Ownership

Payment must be made according to DC-SUPPLY’s order confirmation. The product is sold with a retention of title, meaning DC-SUPPLY is entitled to reclaim the sold product if the Buyer fails to fulfill the payment obligations. Unless otherwise agreed in writing, 30% of the purchase price is pre-paid on acceptance for customized projects/products.

For projects/products that require a significant financial proportion of customer-specific purchases, DC-SUPPLY reserves the right to demand a larger prepayment than the usual 30%. The project, including project-related purchases specific to the particular project, will not commence until the prepayment has been received.

Unless otherwise agreed in writing, the payment terms are net 14 days.

8. Liability for Defects and deficiency

Up to 95% of the world’s shipping containers (ISO containers) are produced in China. The vast majority of these containers are loaded with goods and shipped to Europe, where they are sold once they have been emptied. This is known as a one-way container. DC-SUPPLY purchases one-way containers and resells them as they are or uses them in the production of customized container solutions. As these containers have been transported via shipping routes and handled in ports, scratches and minor dents may occur. This is not considered a defect or deficiency unless otherwise agreed in writing.

DC-SUPPLY’s liability for defects and deficiencies applies to defects that manifest within six (6) months from the date of delivery. The liability only covers products delivered by DC-SUPPLY that are proven to be defective and/or deficient. The liability is only valid if the products have been properly stored and correctly used by the Buyer for their intended purpose. DC-SUPPLY is not liable for defects and deficiencies caused by (i) the Buyer’s inadequate maintenance, (ii) damage due to weather conditions and/or incorrect installation performed by the Buyer, (iii) modifications made without DC-SUPPLY’s written consent, (iv) inadequate repairs carried out by the Buyer, (v) individual products provided and/or specified by the Buyer, and/or (vi) constructions/designs prescribed and/or specified by the Buyer. DC-SUPPLY’s liability does not extend to used products/units.

In cases where the Buyer has specified individual products included in the overall delivery, DC-SUPPLY, upon agreement with the Buyer, transfers its rights against the relevant subcontractors to the Buyer. If the product is defective or deficient and DC-SUPPLY is responsible, DC-SUPPLY is obligated and entitled, at its own discretion, to remedy the defect, make a replacement, provide a proportional reduction in the price, or pay compensation. The Buyer is not entitled to assert any further remedies for breach. If DC-SUPPLY chooses to remedy the defect or deficiency as stated, DC-SUPPLY is entitled, at its own expense and risk, to transport the defective product to DC-SUPPLY’s headquarters to carry out the remedy (repair, etc.). The liability does not include wear parts and normal wear and tear. DC-SUPPLY’s liability for compensation is limited at the invoice price of the defective or deficient product, and under no circumstances can DC-SUPPLY be held liable for indirect losses, such as loss of profits or operational losses. DC-SUPPLY’s liability for defects and deficiencies ceases at the moment the product is exported from Denmark, regardless of who arranges or facilitates the export, and the liability does not resume even if the product is re-imported into Denmark. In any case, DC-SUPPLY’s liability, in any case, ceases no later than six (6) months from the date of delivery.

9. Customs, VAT, etc.

The Buyer is responsible for handling any matters related to customs, VAT, and other duties, etc. The Buyer therefore assumes the risk of ensuring that any necessary documents, permits, etc., are properly obtained and correctly completed.

10. Force Majeure and Hardship

DC-SUPPLY is not liable for failure to fulfill its obligations if DC-SUPPLY can prove that the failure is due to an obstacle beyond its control, such as, but not limited to, war, war-like situations, fire, strike, lockout, export or import bans, embargo, delayed or defective delivery of materials from subcontractors, production stoppages, lack of energy, or transportation options. In such cases, DC-SUPPLY is entitled to extend the delivery time accordingly or to terminate the agreement. Once the obstacle has ceased, both parties are obligated to resume their obligations under the agreement, unless DC-SUPPLY has already terminated the agreement. An obstacle lasting more than three (3) months entitles either party to terminate the agreement.

11. Complaint and Inspection Obligation

The Buyer is obligated to inspect the product immediately upon delivery and to report any defects that are or should have been discovered by the Buyer no later than eight (8) days after delivery. If the Buyer does not meet this deadline, they forfeit the right to claim the defect.

12. Product Liability

DC-SUPPLY is only liable for personal injury or damage to property caused by products if it is proven that the damage is due to a fault or negligence on the part of DC-SUPPLY regarding a product delivered by DC-SUPPLY, and if it is proven that the product is defective, that the damage is caused by this defect, and that there is a causal link between the damage and the defect. Furthermore, DC-SUPPLY is not liable for damage to real estate or movable property that occurs while the product is in the possession of the Buyer, nor is it liable for damage to products manufactured by the Buyer in which the product is incorporated. DC-SUPPLY is also not liable for operational losses, time losses, lost profits, loss of earnings, or any other indirect losses. In the event that DCSUPPLY is held liable beyond the aforementioned responsibility, the Buyer is obligated to indemnify DC-SUPPLY. The Buyer is required to obtain product liability insurance that covers any product liability claims made against the Buyer. The Buyer is also obligated to be sued in the same court/arbitration tribunal that handles the question of DC-SUPPLY’s product liability.

13. General Limitation of Liability

Under no circumstances is DC-SUPPLY liable for financial loss, operational loss, time loss, loss of profit, consequential damages, or indirect losses. DC-SUPPLY’s liability is, in any case, limited to the invoice price of the purchased product. However, the limitations in this clause do not apply in cases of DC-SUPPLY’s gross negligence or willful misconduct.

14. Product Information

The technical specifications and other stated measurements in the catalog material are for guidance only, and DC-SUPPLY assumes no responsibility for errors in this material. All information and data contained in this material, including price lists, are only binding to the extent that it has been expressly agreed upon between DC-SUPPLY and the Buyer.

All drawings, documentation, and descriptions of the product, whether produced by DC-SUPPLY or third parties, provided to the Buyer in connection with offers, delivery, or otherwise, remain the property of DC-SUPPLY. The material may not be used by the Buyer for purposes other than installation, operation, and maintenance of the product without the prior written consent of DC-SUPPLY in each individual case. The material may not, among other things, be used, copied, transferred to third parties, or made available to third parties and/or the public. If no agreement is reached regarding the delivery of the product, the material must be immediately returned to DC-SUPPLY without undue delay. DC-SUPPLY is entitled to use drawings, documentation, and descriptions of the product in other contexts, including with other customers in connection with the delivery of products and services to them. Furthermore, DC-SUPPLY retains all rights, including copyright and other intellectual property rights, to its ideas and the material (drawings, documentation, etc.) created by DC-SUPPLY.

15. Protection of Rights

The Buyer does not acquire any rights to DC-SUPPLY’s industrial property rights through the purchase of products, and the Buyer is not entitled to misuse information about the product(s) in a manner that infringes upon DCSUPPLY’s rights.

16. Disputes

Any dispute regarding DC-SUPPLY’s sale of products shall be resolved by the ordinary courts at DC-SUPPLY’s place of domicile. The dispute shall be settled in English language and in accordance with and under the application of Danish law.

17. Authority Approval

No form of authority approval is included in the delivery of the products, and it is the Buyer’s responsibility to ensure that the offered products can be used and approved for the intended purpose. DC-SUPPLY has assumed that the technical installations will be carried out in accordance with Danish legislation and with Danish materials. DC-SUPPLY has also assumed that the power connection is 400 V, 50 Hz, 3 phases, neutral, and ground, unless otherwise specified in the order confirmation.

Lease terms:

1. Application

2. The leased

3. Lease period

The lease period commences according to the date set out in the lease agreement. The lease agreement may be terminated by Lessee subject to 5 business days’ written notice, and by DC-SUPPLY subject to 30 days’ written notice, unless otherwise agreed.

4. Rent and deposit

5. Environmental fe

Lessee must pay an environmental fee. Such fee is calculated as 4.8% of the gross rent and is specified separate-ly in the invoice.

6. Ownership

The leased is DC-SUPPLY’s property. Lessee is not entitled to sell, pledge as security, sublease or in any other way dispose of the leased. Type designations, serial numbers and similar serving as identification of the leased may not be removed. DC-SUPPLY may from time to time let the leased be furnished with markings or other dis-tinctive features indicating DC-SUPPLY’s ownership of the leased. DC-SUPPLY’s ownership also comprises ob-jects that are included in or that replace parts of the leased.

7. Risk

Lessee bears the risk of the leased from the time of entering into the agreement and until the time where the leased is duly returned to DC-SUPPLY; Lessee also bears the risk of any accidental loss of the leased and Lessee takes on any risk connected to the usage of the leased during the lease period. In no event will DC-SUPPLY be liable for any damage to any contents placed by Lessee in the leased, including furniture, property contents and other assets. This applies regardless the reason for the damage, including as a result of interruption of operation or similar. Hence, Lessee is recommended to take out adequate insurance in this respect.

8. Maintenance

During the lease period, Lessee is obliged to maintain the leased both inside and outside, including to carry out cleaning to the extent necessary. During the lease period, Lessee must treat the leased properly, and Lessee will be held liable for any damage caused by Lessee, Lessee’s staff or third party etc. DC-SUPPLY is entitled repeatedly to inspect the leased at any time during the lease period, notwithstanding the location of the leased.

9. Location

Lessee is responsible for obtaining any necessary permits etc. in respect to the location of the leased. If the location of the leased is changed, Lessee must submit prior written notification to DC-SUPPLY about such change. The leased may not be placed outside the borders of Denmark without DC-SUPPLY’s prior written approval.

10. Defects

If Lessee establishes any defect to the leased, Lessee must immediately and without undue delay notify DC-SUPPLY about such, including a statement on what the defect consists of. DC-SUPPLY must within 5 business days – calculated from the time where said notification comes to the notice of DC-SUPPLY – remedy the defect at issue. If urgent defects are at issue – including defects regarding refrigerating/freezer containers (Reefer contain-ers) – rectification of the defect must be initiated on the next business day. Lessee may not arrange nor initiate rectification of the defect without DC-SUPPLY’s prior approval of such. If Lessee arranges or initiates rectification of the defect, DC-SUPPLY reserves any right to claim damages from Lessee in that connection. DC-SUPPLY’s liability for defects ceases at the time the leased is exported from Denmark, regardless, who arranges or organises for such, and DC-SUPPLY will have no liability whatsoever for the leased even if the leased at issue is imported into Denmark again.

11. Insurance

DC-SUPPLY has taken out insurance against fire and storms regarding the leased. In addition to the rent Lessee is obliged to pay a contribution of DKK 75 for each leased unit per month for coverage of said insurance, however, Lessee has an excess of DKK 5,000. To the extent a damage – regardless the kind of damage – is not comprised by/fully covered by the insurances taken out by DC-SUPPLY, Lessee will be held liable for all additional losses. Against those grounds, Lessee is obliged – for its own account and risk – to take out additional insurance.

12. Return

Return of the leased can only be made directly to DC-SUPPLY to a location designated by DC-SUPPLY. The leased must be returned in the same condition as it was in at the commencement of the lease period, except, however, any ordinary and usual degradation. The leased must be returned in a tidy condition and all of Lessee’s or third party’s effects must be removed and the leased must be cleaned up, both outside as well as inside. The leased must also be ready for collection meaning that any water and electricity supplies must be disconnected, and the leased must be fully secured for transportation. Upon return of the leased, DC-SUPPLY will carry out an in-spection and survey of the condition of the leased. If the leased is not returned in the condition as set out under this clause, DC-SUPPLY is entitled to issue an invoice to Lessee for any costs incurred on DC-SUPPLY for clean-ing etc. If the leased after return contains any effects belonging to Lessee or third party, DC-SUPPLY must imme-diately notify Lessee of such in writing. Lessee is then obliged to arrange for collection of said effects no later than 14 days after notification has been submitted. If the effects have not been collected no later than by the expiry of said 14 days, DC-SUPPLY is entitled to dispose of the effects at issue, and any costs accrued in connection with the disposal will be invoiced to Lessee. Lessee cannot make any claims against DC-SUPPLY for disposal of said effects. If third party should make a claim against DC-SUPPLY in consequence of said disposal, Lessee is obliged to indemnify DC-SUPPLY for any costs and expenses in that connection. Return of the leased is considered com-plete upon DC-SUPPLY’s written acknowledgment.

13. General limitation of liability

Any liability on the part of DC-SUPPLY towards Lessee regarding the leased cannot exceed the agreed rent which has been invoiced to and paid by Lessee at the time of the tortious act. In no event will DC-SUPPLY be liable for financial loss, consequential loss, loss of time, lost earnings, consequential damage, or indirect loss – including loss pertaining to the contents/assets place by Lessee in the leased. However, in the event of DC-SUPPLY’s gross negligence or intentional breach, the limitations under clause 13 shall not apply.

14. Product liability

DC-SUPPLY is only liable for injuries to persons or damage to objects caused by the leased, if it is substantiated that the injury/damage was due to negligent acts or omissions on the part of DC-SUPPLY in respect of the leased, and furthermore substantiated that the leased is defect, that the injury/damage is caused by such defect, and that there is a causal link between the injury/damage and the defect. Furthermore, DC-SUPPLY is not liable for damage caused on real property or chattels occurring while the leased is in Lessee’s possession, just as DC-SUPPLY is not liable for any consequential loss, loss of time, loss of profits, lost earnings, or any other indirect loss. In the event DC-SUPPLY is held liable for damages beyond what is stated above, Lessee will be obliged to indemnify DC-SUPPLY for such. Lessee is obliged to take out products liability insurance comprising any and all product liabilities that could be claimed against Lessee. Lessee is obliged to become a defendant in any matter under the court of law/arbitration tribunal hearing a claim about DC-SUPPLY’s product liability.

15. Regulations

. Lessee takes on the entire responsibility and risk regarding regulatory approval in respect to Lessees intention of usage of the leased, and must also obtain any necessary permits or similar. Lessee is responsible for ensuring that the usage of the leased in Lessee’s business at all times complies with legislation or other rules of public law.

16. Force majeure and hardship

DC-SUPPLY is not liable for damages if failing to fulfil its obligations, provided DC-SUPPLY can substantiate that such is caused by impediments beyond DC-SUPPLY’s control such as, but not limited to, war, warlike situations, fire, strike, lockout, export or import ban, embargo, delayed or non-conforming delivery of materials from sub-suppliers, interruption of production, failing energy or transport options. In that case, DC-SUPPLY is entitled to postpone the commencement of the lease period or to terminate the agreement. As soon as the impediment ceases to exist, each party is obligated according to the agreement, unless DC-SUPPLY has terminated the agreement prior thereto. An impediment lasting for more than 3 months will entitle each party to terminate the agreement.

17. Breach

If Lessee breaches the agreement, including fails to pay rent, DC-SUPPLY is entitled to terminate the lease agreement, and Lessee cannot claim damages from DC-SUPPLY. In the event of Lessee’s breach, DC-SUPPLY is entitled to collect the leased container(s) without notice. Collection of the leased will be made for Lessee’s account.