1.1 Any purchase order placed by NOWACO A/S is subject to these 'General Terms & Conditions of Purchase', unless otherwise expressly agreed in writing between the Supplier and NOWACO A/S.
1.2 The Supplier’s terms of sale and delivery, as specified in e.g. the Supplier’s general terms of sale and delivery, in the Supplier’s order confirmation, at the Supplier's website, or the like, do not apply, unless expressly accepted in writing by NOWACO A/S.
2. PURCHASE ORDER
2.1 Any purchase order submitted by phone, or in other way, by NOWACO A/S, will be accompanied by a written purchase confirmation (all together referred to as "Purchase Order").
2.2 The Supplier shall sign and return a copy of NOWACO A/S’ purchase order, within seven (7) working days upon receipt hereof. If the Supplier does not return a signed copy within seven (7) working days, NOWACO A/S’ order will nevertheless be considered accepted by the Supplier in full and on the terms stipulated therein, including delivery time, price and the present 'General Terms & Conditions of Purchase'.
2.3 Agreements between the Supplier and NOWACO A/S are not regarded binding and final before the Supplier receives a written Purchase Order from NOWACO A/S Head Office in Denmark.
3.1 The agreed prices are set out in the Purchase Order. The prices include packaging costs (if applicable) and the costs and expenses that will be incurred by the Supplier as a result of the applicable term of delivery, cf. clause 4.1.
4. TERMS OF DELIVERY
4.1 All agreed delivery clauses are interpreted according to the latest version of INCOTERMS by the International Chamber of Commerce in Paris, France, and in force at the time of submission of the purchase order by NOWACO A/S. The delivery clause for any purchase of goods will be as set out in the Purchase Order.
4.2 In the event that the Parties have not agreed the terms of delivery, the goods shall be delivered Delivered Duty Paid (DDP) according to the latest version of INCOTERMS.
5. SHIPPING INSTRUCTIONS
5.1 All shipments shall be properly packed so that the goods are fit for transportation and human consumption. The labeling of the purchased goods shall comply with NOWACO A/S’ instructions, if any, and applicable laws and regulations in the jurisdiction which the products are destined for.
5.2 The Supplier is obligated to submit documentation to NOWACO A/S, that the container is in a properly and good condition and in accordance with NOWACO A/S instructions.
6. DELIVERY NOTES
6.1 All deliveries shall be accompanied by a delivery note in a form and format requested by NOWACO A/S from time to time.
7.1 The date of delivery set out in the Purchase Order means the time, when the purchased goods shall be delivered at the delivery address set out in the Purchase Order. The delivery time is fixed and may not be deviated from, unless otherwise agreed between the Supplier and NOWACO A/S.
7.2 The ordered quantity shall be strictly observed. Part delivery is subject to prior agreement; otherwise the delivery may be rejected as incomplete by NOWACO A/S. NOWACO A/S as well as the Supplier is entitled to have an independent survey company to perform a survey upon arrival for proof. The Party ordering the survey will bear the expense of the survey unless such survey shows that the quantity of the goods is not in accordance with the Purchase Order.
7.3 The ordered quality shall be strictly observed. Quality other than the one ordered, entitles NOWACO A/S to reject the delivery in whole or partly by own choice. NOWACO A/S as well as the Supplier is entitled to have an independent survey company to perform a survey upon arrival for proof. The Party ordering the survey will bear the expense of the survey unless such survey shows that the quality of the goods is not in accordance with the Purchase Order.
7.4 In case of early delivery, NOWACO A/S or NOWACO A/S' customer, to whom NOWACO A/S has resold the goods, reserves the right to refuse acceptance of the purchased goods. If NOWACO A/S and/or NOWACO A/S' customer chooses to accept the purchased goods, the payment terms shall follow the agreed time of delivery.
7.5 The Supplier shall in writing inform NOWACO A/S immediately of any delay. Delays of any kind entitles NOWACO A/S to cancel the Purchase Order. NOWACO A/S shall give written notice of cancellation within 5 working days after having received information of the delay. A cancellation shall exempt NOWACO A/S from any obligation to pay in whole or in part any consideration, compensation etc. for the canceled order. NOWACO A/S reserves the right to claim damages for any direct or indirect loss suffered by NOWACO A/S and its end-customers due to late delivery, including any expenses for agreed penalties and replacement purchase paid by NOWACO A/S. (Full back-to-back)
8.1 The Supplier warrants that the purchased goods will:
(i) be of merchantable quality and fit for human consumption;
(ii) comply with all applicable laws, rules, regulations or other legal requirements in all relevant jurisdictions concerning the manufacturing, packaging, hygiene, labeling and delivery of the goods to the extent necessary to ensure its proper performance of this agreement;
(iii) comply strictly with NOWACO A/S’ requirements and specifications of the purchased goods, including minimum shelf life; and (iv) be free from any defects.
8.2 The Supplier further warrants that the Supplier holds, and during transportation continues to hold, any applicable authorizations required to import the goods at the end jurisdiction and that any certificates required to such effect are issued.
8.3 The Supplier shall obtain all necessary licenses, clearances and other consents for the supply of the goods and shall at its own costs provide all assistance and necessary documents including but not limited to documents required by the relevant governmental authorities for the purpose and the import, sale and distribution of the goods by the Supplier.
9.1 The Supplier acknowledge, that goods sold and delivered to NOWACO A/S primarily will be instantly resold by NOWACO A/S without processing or storage. In spite hereof, the Supplier acknowledge, that it will not always be practically possible for NOWACO A/S to inspect the goods at delivery or upon receipt of the goods. Consequently, the Supplier agrees and understands that any written notice of defects received by NOWACO A/S from its customer, shall be forwarded by NOWACO A/S to the Supplier and be deemed as a valid notice of defect to the Supplier, and equal to any claim raised by NOWACO A/S.
9.2 NOWACO A/S may, apart from claiming remedies for breach of contract under the general rules of Danish law, cancel the order in whole or in part and/or claim damages for any direct or indirect loss suffered by NOWACO A/S as a result of the fault or defect, notwithstanding the cause thereof. (Back-to-back)
9.3 If NOWACO A/S or the Supplier discovers or obtain any information which proves that the goods are defective and such defect will cause harm to the public, the Supplier shall at its own cost and expense recall the goods. NOWACO A/S will assist the Supplier in the recall process at the cost of the Supplier.
10.1 Without prejudice to NOWACO A/S' rights or rejection, the Supplier shall on demand indemnify NOWACO A/S in full against all direct, indirect and consequential liability, claims, loss of profits, loss of business, depletion of goodwill and similar losses, damages, costs and expenses (including legal expenses) awarded against or incurred by NOWACO A/S for any:
a) breach by the Supplier of any warranties or other obligations set out in these 'General Terms & Conditions of Purchase';
b) patent, trademark, copyright, trade secret or other intellectual property infringement claim relating to the names, goods, materials, or packaging, supplied by the Supplier; or
c) act or omission of the Supplier or its employees or subcontractors in supply and delivering the goods and/or providing the services.
11. TERMS OF PAYMENT
11.1 Terms of payment shall be as set out in the Purchase Order. If the terms of payment is not set out in the Purchase Order, the terms of payment will be net 60 days.
11.2 NOWACO A/S shall be entitled to retain any payment or set off any payment against any alleged outstanding claim against the Supplier.
11.3 The Supplier is not entitled to suspend deliveries of the goods as a result of any payment being outstanding.
11.4 The Supplier is not entitled to demand interest nor charge a fee if payment is late.
12. FORCE MAJEURE
12.1 Neither NOWACO A/S nor the Supplier shall be liable to the other for default or delay in performing its obligations, if caused by an event beyond reasonable control, provided that the affected party gives prompt written notice of any such inability to perform to the other Party. Events beyond reasonable control includes, but is not limited to, plagues, epidemics, natural disasters, war, civil war, riots, terror, strikes, lockouts, and compliance with any governmental rules or regulations.
12.2 The Party, for whom the impossibility to fulfill its obligations under the terms of the Purchase Order, shall advise the other Party immediately of the occurrence mentioned above. Within fourteen (14) calendar days after the beginning of the incident, the Party shall forward evidence of the incidence provided by the country's Competent Government Authorities where the incident occurs
12.3 Under such circumstances the Supplier, however, is still obligated to proceed collection of all certificates necessary to hasten the delivery of the goods.
12.4 If the circumstances proceeds for more than ten (10) weeks, each Party shall be entitled to cancel the order or part of the order, without this being considered a breach of contract. None of the Parties shall have the right to claim compensation of possible losses from the other Party.
13. PRODUCT LIABILITY
13.1 To the extent that a third party advances a claim for product liability against NOWACO A/S, which is attributable to the goods delivered by the Supplier, NOWACO A/S shall have full right of recourse against the Supplier. (Back-to-back)
13.2 The Supplier shall accept to join as a party before the same forum which tries a claim for product liability against NOWACO A/S.
14.1 The Supplier shall at its own costs maintain a general liability insurance (including products liability) and such other insurances as NOWACO A/S may specify to the Supplier and which includes NOWACO A/S as additional insured. The Supplier shall provide a certificate of insurance policies to NOWACO A/S upon request.
15.1 If any clause(s) of these terms is/are finally determined to be invalid or unenforceable, the balance of these conditions shall remain in effect. In this case the clause(s) must be replaced by such valid and enforceable clause(s) as will come as close to the purpose and legal position of the invalid or unenforceable clause(s) as possible.
16.1 Failure by NOWACO A/S to exercise or enforce any rights under these 'General Terms & Conditions of Purchase' shall not be deemed to be a waiver of any such right, nor to be a bar to the exercise or enforcement thereof at any time or times thereafter.
17. NOWACO A/S INTELLECTUAL PROPERTY RIGHTS
17.1 NOWACO A/S' intellectual property rights, including – but not limited to – names, trademarks and logos, shall at all time be and remain the exclusive property of NOWACO A/S.
17.2 The Supplier is not allowed to use NOWACO A/S' intellectual property rights without the prior written consent of NOWACO A/S.
18.1 The Supplier agrees to keep secret and confidential any and all written and/or oral information of any kind related to the business relationship between the Supplier and NOWACO A/S. The Supplier agrees to use information obtained strictly for the purpose of delivery, and not to disclose such information to a third party.
19. JURISDICTION AND APPLICABLE LAW
19.1 Any dispute arising out of the Parties’ agreement on purchase, including the present 'General Terms & Conditions of Purchase' and questions of product liability shall be settled in accordance with Danish law and be subject to the exclusive jurisdiction of The Maritime and Commercial Court in Copenhagen, Denmark.
19.2 Notwithstanding section 19.1, NOWACO A/S shall nevertheless always be entitled in lieu hereof to bring an action against the Supplier at the Supplier's venue. Furthermore, NOWACO A/S shall be entitled to request that a dispute be settled by arbitration arranged by Danish Arbitration in accordance with the rules of arbitration procedure adopted by Danish Arbitration and in force at the time when such proceedings are commenced. The arbitration tribunal shall be domiciled in Copenhagen and the proceeding be conducted in English. This clause 19.2 shall not, however, prevent either party from seeking interlocutory remedies such as the requesting of an injunction, attachment, etc
19.3 The Supplier allows any dispute between the Supplier and NOWACO A/S and/or between the Supplier and NOWACO A/S’ customers to be settled before the same forum as disputes between NOWACO A/S and NOWACO A/S’ customers are settled.
1.1 These 'General Terms & Conditions of Sale and Delivery' shall apply to all sale and delivery by NOWACO A/S, unless otherwise agreed in writing between the Parties.
1.2 The Buyer's terms of purchasing, as they may be specified in the Buyer's general purchasing terms; in the Buyer’s purchase order; at the Buyer's website, or the like, will not apply to any delivery made by NOWACO A/S, unless expressly accepted in writing by NOWACO A/S.
1.3 In case of discrepancies between these 'General Terms & Conditions of Sale and Delivery' and specially agreed terms between the Parties, the more specific conditions will prevail.
2.1 Agreements between NOWACO A/S and the Buyer are not regarded binding and final before the Buyer receives a written order confirmation or proforma-invoice (both referred to as “Order Confirmation”) from NOWACO A/S Head Office in Denmark.
2.2 The Buyer must within seven (7) working days from receiving an Order Confirmation give notice to NOWACO A/S, if any discrepancies with the terms agreed upon. Otherwise the Buyer has accepted the terms as stated in the Order Confirmation and these 'General Terms & Conditions of Sale and Delivery', and the terms shall apply in any respect to the agreement between the Parties.
2.3 If the Buyer cancel the order within the period between approved Order Confirmation and time of delivery, the Buyer shall cover all costs NOWACO A/S may have in relation to the cancellation, including – but not limited to – loss of profits.
2.4 In the event that the conditions for the delivery are substantially altered, e.g. the recipient country's requirement for the goods changes in between approved Order Confirmation and time of delivery, NOWACO A/S is entitled to charge an amount corresponding to the additional charge that NOWACO A/S has to bear as a consequence of the new conditions.
3.1 Unless otherwise agreed, the price set out in the Order Confirmation includes packaging costs, marking, relevant and agreed documents, and the costs that will be incurred by NOWACO A/S as a result of the applicable terms of delivery, cf. Clause 4.1.
3.2 Unless otherwise agreed, all prices stated in the Order Confirmation are exclusive of VAT and any existing or future public duties and other costs beyond NOWACO A/S' control.
3.3 NOWACO A/S reserves the right to make price adjustments if documented changes in taxes and duties on goods, tariff rates, import/export duties, currency exchange rates, freight charges (where freight is payable by NOWACO A/S) or other conditions beyond NOWACO A/S' control increase the price of the goods.
4. TERMS OF DELIVERY
4.1 All agreed delivery clauses stated in the Order Confirmation are to be interpreted according to the latest version of INCOTERMS, as published by the International Chamber of Commerce in Paris, France, at the time of NOWACO A/S’ Order Confirmation.
4.2 In the event that the Parties have not agreed the terms of delivery, the goods shall be delivered Ex Works (EXW) according to the latest version of INCOTERMS.
4.3 The date of delivery set out in the Order Confirmation shall be considered approximate only and cannot be considered a binding fixed time of delivery. NOWACO A/S shall not be liable for any losses or damages suffered by the Buyer due to any delay in delivery or non-delivery of the goods beyond the influence of NOWACO A/S (as, but not exclusively, force majeure situations).
4.4 The Buyer accepts delivery of fish and fish related products to be subject to catch, quality and inspection.
4.5 If the Buyer fails to take timely delivery of the goods – or if, where the Buyer is to give delivery instructions, the Buyer fails to give such instructions – NOWACO A/S may at its sole discretion either extend the time of delivery or shipment of the goods, store the goods at the Buyers risk and cost until actual delivery or cancel the Order Confirmation or any part thereof, in either case without prejudice to any other right or remedy available to NOWACO A/S.
5.1 The Buyer is obligated to examine the delivered goods immediately upon receipt (receipt as defined in the relevant INCOTERM) for any defects, and shall notify NOWACO A/S in writing of any visible defects or shortcomings immediately, and no later than 7 (seven) working days from receipt of goods, as any claim against NOWACO A/S otherwise is forfeited.
Both Parties shall be entitled to demand an independent survey performed by an independent survey company agreed upon by the Parties. The Party that is deemed not to be right will pay for the survey. The Buyer shall assist NOWACO A/S in engaging the agreed independent survey company.
5.2 For any hidden defects (i.e. defects which the Buyer could not and should not have discovered upon receipt), the Buyer shall submit written notice to NOWACO A/S immediately after the Buyer has or should have discovered such hidden defects, but no later than within shelf life or 12 months from delivery (cf. the applicable terms of delivery, cf. Clause 4.1), whatever comes first. NOWACO A/S shall only be held liable for original defects and shall therefore not be held liable for any defects caused by the Buyer, the Buyer's representatives or third parties (e.g. because the purchased goods are not handled and stored correctly). If the Buyer submits a claim for defects, the Buyer shall establish that the purchased goods have been handled and stored correctly.
5.3 If the Buyer fails to submit written notification of any alleged defects, within the deadlines set out above under clause 5.1 and 5.2, the Buyer shall have forfeited any claims relating to defects.
5.4 If any defects result from the transportation of the goods, and NOWACO A/S pursuant to the agreed term of delivery (cf. Clause 4.1) may be held liable for such defect, the Buyer shall forfeit any claims, if written notice of the alleged defect is not received by NOWACO A/S in such due time, which allows NOWACO A/S in a timely manner to submit written notification to the carrier within the applicable statutory deadline of complaints under the relevant transportation regulations.
5.5 If NOWACO A/S enters into a discussion with the Buyer regarding an alleged claim, which has been put forward too late or for which NOWACO A/S is not liable (e.g. defects caused by the transportation), this shall not mean that NOWACO A/S waives its right to subsequently allege delay in the Buyer’s claim or in any way acknowledge any liability.
5.6 If the Buyer establishes that NOWACO A/S can be held liable for any defects, NOWACO A/S shall in its sole discretion and as its sole obligation replace the delivery, remedy the defect, or offer the Buyer a proportional price reduction, whereupon the defect shall be deemed to be fully remedied.
5.7 No other remedies shall be available to the Buyer, including claims for damages of any kind, including in relation to trading loss; loss of profit; and other indirect losses.
6. TERMS OF PAYMENT
6.1 Terms of payment shall be as set out in the Order Confirmation. If the terms of payment is not set out in the Order Confirmation, the terms of payment will be payment in advance.
6.2 If payment is not made and received by NOWACO A/S at due date as the latest, NOWACO A/S may charge interest on the amount outstanding at the time in question at a rate of 2 % per commenced month from the date of invoice.
6.3 The Buyer shall not be entitled to withhold any payment or set-off any payment against any alleged outstanding claim on NOWACO A/S, that has not been approved by NOWACO A/S.
6.4 Goods not collected due to delayed payment will be stored and insured at the costs of the Buyer, until final payment has been received by NOWACO A/S and the goods can be released.
7. RETENTION OF TITLE
7.1 The goods shall remain the property of NOWACO A/S until full payment has been received, and all other sums due are paid. The retention of title of goods shall pass from NOWACO A/S upon such title passing to the Buyer's customers, but only in the manner admitted in clause 7.2.
7.2 Until such time as the title of the goods has passed to the Buyer, the Buyer shall upon receipt of the goods:
(a) hold such goods on a fiduciary basis as the depositary of NOWACO A/S and shall insure the goods as the property of NOWACO A/S and shall store and mark the goods in such a way that they are readily identifiable as the property of NOWACO A/S, and shall hold the proceeds of such insurance on trust for NOWACO A/S.
(b) not pledge or allow any encumbrance, lien, charge or other interest to arise or be created over the goods
(c) not dispose of or deal with the goods or any documents of title relating to them or any interest in them
Except that the Buyer may on the Buyer's own account use and sell the goods to the Buyer's usual type of customers in the ordinary course of the Buyer's trade, provided that the Buyer's right to use or sell the goods shall automatically cease upon the occurrence of an insolvency event.
7.3 If a payment becomes overdue; the Buyer is in breach of any of his other obligations to NOWACO A/S; an insolvency event occurs; or NOWACO A/S reasonably expects that an insolvency event is about to occur:
(a) NOWACO A/S may by written notice terminate the Buyer's right (if still subsisting) to use or sell the goods; and
(b) NOWACO A/S shall be entitled upon demand to the immediate return of all the goods which remain in the ownership of NOWACO A/S, and the Buyer irrevocably authorize NOWACO A/S to recover such goods and any documentation relating to them and for that purpose, to enter any place. The Buyer shall take all reasonable steps to help NOWACO A/S recover them. Recovery by NOWACO A/S of the goods shall not of itself cancel the Buyer's liability to pay the whole or balance of the price for the goods or any other rights of NOWACO A/S.
7.4 Insolvency event means the Buyer has any order, proceeding, appointment or other step taken or made by or in respect of the Buyer for any composition or arrangement with creditors generally, winding-up, dissolution, administration, receivership or bankruptcy, or any similar event occurs in any jurisdiction in which the Buyer is incorporated, resident or carry on business.
7.5 Special for Customers in Germany (Eigentumsvorbehalt)
(a) Wir liefern nur auf der Basis des nachstehend näher geschilderten Eigentumsvorbehaltes. Dies gilt auch für alle zukünftigen Lieferungen, auch wenn wir uns nicht stets ausdrücklich hierauf berufen.
(b) Das Eigentum an sämtlichen von uns gelieferten Waren bleibt bis zur vollständigen Zahlung des Kaufpreises und Erfüllung sämtlicher Forderungen aus der Geschäftsverbindung mit dem Käufer vorbehalten.
(c) Dem Käufer ist es gestattet, die gelieferten Waren zu verarbeiten, zu vermischen, zu vermengen, zu verbinden oder umzubilden („Verarbeitung“). Die Verarbeitung erfolgt insofern für uns, ohne dass hieraus für uns Verpflichtungen entstehen. Bei einer Verarbeitung, mit anderen uns nicht gehörenden Waren erwerben wir das Miteigentum an der neuen Sache im Verhältnis des Rechnungswertes der Vorbehaltsware im Verhältnis zum Rechnungswert der übrigen Waren. Der Käufer verpflichtet sich die neue Sache mit der Sorgfalt eines ordentlichen Kaufmanns unentgeltlich für uns zu verwahren.
(d) Der Käufer ist berechtigt, die Vorbehaltsware im normalen Geschäftsgang weiterzuverkaufen; er tritt uns bereits jetzt alle Forderungen, die ihm aus der Weiterveräußerung gegen seinen Abnehmer oder gegen Dritte erwachsen, in Höhe unseres Rechnungsbetrages einschließlich Mehrwertsteuer ab, unabhängig davon, ob die Vorbehaltsware mit oder ohne Verarbeitung weiterverkauft wurde. Wir nehmen die Abtretung an. Der Käufer bleibt zur Einziehung der Forderung gegen seine Abnehmer befugt. Wir sind berechtigt, diese Befugnis zu widerrufen, wenn der Käufer seinen Zahlungsverpflichtungen nicht nachkommt. In diesem Fall ist der Käufer verpflichtet, uns die abgetretenen Forderungen und deren Schuldner mitzuteilen, alle zum Einzug erforderlichen Angaben zu machen, die zur Durchsetzung erforderlichen Unterlagen zur Verfügung zu stellen und seinen Abnehmern die Abtretung anzuzeigen.
(e) Zur Sicherung unserer Forderungen gegen der Käufer tritt der Käufer auch solche Forderungen an uns ab, die ihm durch die Verbindung der Vorbehaltsware mit einem Grundstück gegen einen Dritten erwachsen; wir nehmen diese Abtretung schon jetzt an.
(f) Der Käufer darf die Vorbehaltsware nicht verpfänden oder zur Sicherung übereignen. Bei Pfändungen, Beschlagnahmen oder jeder sonstigen Verfügung Dritter auf die Vorbehaltsware hat der Käufer uns unverzüglich davon zu unterrichten und uns alle Auskünfte und Unterlagen zur Verfügung zu stellen, die zur Wahrung unserer Rechte erforderlich sind. Vollstreckungsbeamte und sonstige Dritte sind auf unser Eigentum hinzuweisen.
(g) Bei vertragswidrigem Verhalten des Käufers sind wir berechtigt, die Vorbehaltsware zurückzunehmen; der Käufer ist zur Herausgabe verpflichtet. In einer solchen Zurücknahme der Vorbehaltsware liegt kein Rücktritt vom Vertrag, es sei denn, wir erklären dies schriftlich.
(h) Der Käufer ist verpflichtet, die Vorbehaltsware auf eigene Kosten gegen Diebstahl, Bruch, Feuer und Wasserschäden ausreichend zu versichern.
7.6 Special for Customers in UK, Guernsey, Isle of Man and Jersey (Retention of Title document)
(a) Signature of a seperate Retention of Title document is required.
8. LIMITATION OF LIABILITY
8.1 NOWACO A/S is liable pursuant to the general rules of Danish law for imperfect goods. However, NOWACO A/S cannot under any circumstances be held liable for more than the direct loss suffered by the Buyer. Thus, NOWACO A/S shall under no circumstances be held liable for losses on operations, loss of time, loss of earnings, or any other indirect loss.
8.2 The aggregate liability of NOWACO A/S shall always be limited to the damage proven and cannot exceed the purchase price of the goods which the claim for damage is related to.
9. PRODUCT LIABILITY
9.1 NOWACO A/S' product liability shall be limited to the widest extent possible under applicable law.
9.2 Without any unnecessary delay, the Buyer shall inform NOWACO A/S in writing, if the Buyer learns of circumstances that may justify product liability on NOWACO A/S.
9.3 The Buyer shall be under the obligation to accept a legal action brought against him at the same forum, which may be processing an action against NOWACO A/S regarding product liability. NOWACO A/S shall, however, be entitled to decide that the internal relationship between the Buyer and NOWACO A/S shall be settled in accordance with clause 15.
10. FORCE MAJEURE
10.1 Neither NOWACO A/S nor the Buyer shall be liable to the other for default or delay in performing its obligations, if caused by an event beyond reasonable control, provided that the affected party gives prompt written notice of any such inability to perform to the other Party. Events beyond reasonable control includes - but is not limited to – plauges, epidemics, natural disasters, war, civil war, riots, terror, strikes, lockouts and compliance with any governmental rules or regulations.
10.2 The Party, for whom the impossibility to fulfill its obligations under the terms of the Purchase Order, shall advise the other Party immediately of the occurrence mentioned above. Within fourteen (14) calendar days after the beginning of the incident, the Party shall forward evidence of the incidence provided by the country's Competent Government Authorities where the incident occurs.
10.3 If the circumstances proceed for more than ten (10) weeks, each Party shall be entitled to cancel the order or part of the order, without this being considered a breach of contract. None of the Parties shall have the right to claim compensation of possible losses from the other Party.
11. NOWACO A/S INTELLECTUAL PROPERTY RIGHTS
11.1 NOWACO A/S' intellectual property rights, including – but not limited to – names, trademarks and logos, shall at all time be and remain the exclusive property of NOWACO A/S.
11.2 The Buyer is not allowed to use NOWACO A/S' intellectual property rights without the prior written consent of NOWACO A/S.
12.1 If any provision(s) of these terms is/are finally determined to be invalid or unenforceable, the balance of these conditions shall remain in effect. In this case the provision(s) must be replaced by such valid and enforceable provision(s) as will come as close to the purpose and legal position of the invalid or unenforceable provision(s) as possible.
13.1 Failure by NOWACO A/S to exercise or enforce any rights under these 'General Terms & Conditions of Sale and Delivery' is not to be regarded as a waiver of any such right. Nor shall it delimit the possibility to exercise or enforce these at any time hereinafter.
14.1 The Buyer agrees to keep secret and confidential any and all written and/or oral information of any kind related to the business relationship between the Buyer and NOWACO A/S. The Buyer agrees to use information obtained strictly for the purpose of delivery, and not to disclose such information to a third party.
15. JURISDICTION AND APPLICABLE LAW
15.1 Any dispute arising out of the Parties’ agreement on purchase, including the present 'General Terms & Conditions of Purchase' and questions of product liability shall be settled in accordance with Danish law and be subject to the exclusive jurisdiction of The Maritime and Commercial Court in Copenhagen, Denmark.
15.2 Notwithstanding section 15.1, NOWACO A/S shall nevertheless always be entitled in lieu hereof to bring an action against the Buyer at the Buyer's venue. Furthermore, NOWACO A/S shall be entitled to request that a dispute be settled by arbitration arranged by Danish Arbitration in accordance with the rules of arbitration procedure adopted by Danish Arbitration and in force at the time when such proceedings are commenced. The arbitration tribunal shall be domiciled in Copenhagen and the proceeding be conducted in English. This clause 15.2 shall not, however, prevent either party from seeking interlocutory remedies such as the requesting of an injunction, attachment, etc
15.3 The Buyer allows any dispute between the Buyer and NOWACO A/S and/or between the Buyer and NOWACO A/S’ suppliers to be settled before the same forum as disputes between NOWACO A/S and NOWACO A/S’ suppliers are settled.