1. Scope of application
1.1 All offers, purchase agreements and deliveries to Musholm A/S (“Musholm”), includ-ing services, are subject to the following General Terms and Conditions of Purchase, which constitute an integrated part of the agreement between the Seller and Mush-olm.
1.2 The Seller’s own terms and conditions of sale and delivery will only apply in so far as Musholm has explicitly and in writing accepted that such terms and conditions of sale and delivery apply; however, in all circumstances, the following General Terms and Conditions of Purchase will prevail over the Sellers terms and conditions.
2. Conclusion of agreement
2.1 Only Musholm’s written orders are valid. Once an agreement has been entered into, Musholm will send an order confirmation to the Seller. Subsequently, the Seller must send an invoice. If the Seller does not object in writing to the contents of the order confirmation within 3 days of receipt, Musholm will be entitled to consider the order accepted by the Seller.
3.1 Up to 3 weeks before the delivery time, Musholm will be entitled to cancel orders. In the case of orders for fish, however, Musholm will be entitled to cancel orders for fresh fish up to 48 hours before delivery and for frozen fish up to 72 hours before de-livery.
3.2 If Musholm cancels an order in accordance with clause 3.1, the Seller cannot raise a claim for damages or other kinds of compensation.
4. Subject matter of the purchase
4.1 The subject matter of the purchase is the products appearing from Musholm’s order confirmation unless otherwise explicitly agreed. If the Seller wants to deliver prod-ucts to Musholm other than those described in the purchase order, including in rela-tion to weight, size distribution, quality or other characteristics, the Seller must notify Musholm in writing and ask for Musholm’s written confirmation of the changes be-fore shipping the order. If Musholm’s written confirmation is not obtained before the order is shipped, Musholm will be entitled to refuse delivery of the products and the Seller will have no claim for damages or other compensation in that connection.
4.2 Once a binding agreement has been entered into, the Seller must mark the products as Musholm’s property and keep them separate from the Seller’s other inventory.
5. Packaging and marking
5.1 The Seller must ensure that all products are delivered in appropriate packaging. All products must be packed in accordance with any specifications stated in Musholm’s order confirmation. If special packaging is required, this must be included in the price of the products. Each delivery must be accompanied by a delivery note and an invoice that refers to the purchase order number and contains the item numbers, product descriptions and quantities of the delivered products.
6.1 The purchase price will be due for payment 30 days after delivery unless otherwise explicitly agreed. Musholm will be entitled to set off against the purchase price any claims that Musholm may have against the Seller. All prices are in Danish kroner exclusive of VAT and inclusive of all other taxes and charges, quoted per unit or per kg, unless otherwise agreed in writing.
7. Commission sales
7.1 Products are sold on commission if this has been agreed and ap-pears from Musholm’s order confirmation. In the case of commis-sion sales, the amount payable to the Seller is Musholm’s net sales price less the agreed sales commission to Musholm. In the case of commission sales, Musholm’s payment to the Seller will be due 30 days after the buyer has paid the purchase price to Musholm.
8. Delivery and passing of risk
8.1 Delivery must take place as specifically instructed by Musholm. The delivery time stated in Musholm’s order confirmation will be binding unless otherwise agreed. The risk for the products will pass to the Buyer upon delivery. Unless otherwise specifi-cally agreed, delivery will be DDP (INCOTERMS 2020) to the designated place of delivery.
9.1 Any delay on the part of the Seller will be considered a material breach. In case of a delay, Musholm will be free to cancel the purchase or to maintain the purchase and claim compensation in the form of a fine corresponding to 15% of the value of the goods for every week or part of a week, but maximum 100% of the price of the de-layed delivery. Whether Musholm chooses to cancel or maintain the purchase and claim a fine, Musholm will also be entitled to claim damages in accordance with the general rules of Danish law.
10.1 For a period of 2 years from the date of delivery, the Seller warrants that the products delivered will be free from defects of all kinds, including parasites. In the case of fish products, the Seller furthermore warrants that the products have at least 80% of their total shelf life left at the time of delivery. If defects are identified within the 2-year peri-od, Musholm may invoke the general remedies for breach of contract under Danish law.
10.2 If the delivered products suffer from defects, Musholm must file a written complaint with the Seller within a reasonable time from the date on which Musholm becomes or ought to have become aware of the defect. A complaint filed within 3 months after Musholm becomes or ought to have become aware of the defect will always be re-garded as filed in time.
11. Product liability and indemnification
11.1 Any product liability will be governed by the applicable rules of Danish law in force from time to time.
11.2 The Seller must indemnify Musholm in so far as Musholm is held liable to a third party for damage, loss or compensation resulting from product liability.
11.3 The Seller must at all times have valid product liability insurance in place with ade-quate coverage. Musholm may demand to see the insurance policy, terms and con-ditions as well as a receipt for the latest premium payment.
11.4 If a third party brings an action against Musholm for claims covered by clause 11.2, the Seller must at Musholm’s request accept being summoned to appear before the court hearing the claim against Musholm, regardless of the jurisdiction agreed in clause 13.2. However, the mutual relationship between Musholm and the Seller must also in this case be decided in accordance with Danish law, including these General Terms and Conditions of Purchase.
12. Anti-bribery and anti-corruption
12.1 Musholm and the Seller, their respective boards of directors, executive boards, em-ployees, agents, suppliers and other representatives must not in the performance of their duties take any actions or make any omissions that are contrary to applicable anti-bribery or anti-corruption laws and regulations.
12.2 To the best of their knowledge, neither Musholm nor the Seller has offered or re-quested bribery, gifts or other unjustified benefits, or accepted offers of bribery, gifts or other unjustified benefits from the other party’s board of directors, executive board, employees, agents or representatives in violation of applicable anti-bribery or anti-corruption laws and regulations.
12.3 Both Musholm and the Seller undertake, without undue delay, to inform each other in writing if they become aware of any non-compliance with applicable anti-bribery or anti-corruption laws and regulations in connection with any agreement that is subject to these General Terms and Conditions of Purchase.
13.1 The Seller hereby undertakes, warrants and guarantees at all times to Musholm that:
a) the Seller will comply with all applicable trade sanctions during the entire term of the agreement with Musholm, including during the term of each individual purchase agreement with Musholm A/S;
b) neither the Seller nor its – direct or indirect – owners, members of the board of di-rectors or the executive board, trading partners or end users of products delivered wholly or partly as part of an agreement with Musholm appear in any list of sanc-tioned entities or persons as decided by the competent authorities or bodies in Den-mark, the UN (United Nations), the United States, the United Kingdom, the European Union or Japan; and
c) the Seller does not support and is not otherwise involved in, affiliated with or con-trolled by any sanctioned entities or persons.
13.2 In the event that any undertaking, warranty or guarantee contained in clause 13.1 is violated or at any time proves to be incorrect, including that the Seller acts or has acted in violation of any warranty or guarantee covered by the provision, Musholm will be entitled to terminate with immediate effect all or part of any agreement entered into with the buyer, including any individual sales agreement.
14. Force majeure and other terms and conditions
14.1 In the event of force majeure or other circumstances beyond the control of the parties, the Seller will be entitled to suspend the fulfilment of the order and Musholm will be entitled to retain the purchase price and refuse delivery as long as the circumstances in question wholly or partially limit the opportunities for delivery, receipt or payment seen in relation to the time of placing the order, or to cancel the order in whole or in part.
14.2 A force majeure event exists where a party is prevented from performing the agree-ment as a result of war, civil war, riot, terror, public restrictions, import or export bans, natural disasters, including but not limited to earthquakes, floods, surges, tor-nados and volcanic eruptions, epidemics, pandemics or other disease outbreaks or the like that could not have been foreseen by the parties at the time when they entered into the agreement.
15. Applicable law and jurisdiction
15.1 The agreement between the Seller and Musholm, including interpretation and judicial implication of these General Terms and Conditions of Purchase, and any dispute arising between Musholm and the Seller in connection with the purchase or the sub-ject-matter of the purchase will be subject to Danish law.
15.2 Any dispute between the Seller and Musholm must be decided by the Danish courts, and the case must in the first instance be brought before a court in Musholm’s juris-diction; however, if the circumstances imply that the case can be heard by the Mari-time and Commercial High Court in Copenhagen, the parties must request that the case be referred to that court.