Terms of Sale and Delivery for N.C. Nielsen A/S

1. Application
These Terms of Sale and Delivery constitute, at any time, an integrated part of all agreements/contracts/deliveries entered into by N.C. Nielsen A/S and the buyer, unless otherwise agreed in writing with the buyer.

2. Offer
Offers are valid for one (1) month from the date of the offer and are provided to subject unsold.

3. Prices
All prices stated in offers, order confirmations and purchase agreements are current prices based on the exchange rates, duties and taxes in effect at the date of the offer or order confirmation, including import and export duties, but excluding value added tax. Prices are furthermore based on sub-suppliers' current prices. N.C. Nielsen A/S reserves the right to amend the prices in case of any amendments of the factors above.

4. Trade-in machinery
If trade-in machines are part of the agreement between N.C. Nielsen A/S and the buyer, the buyer bears the risk for such material up until delivery to N.C. Nielsen A/S. The prices for such trade-in machinery have been based on the condition that the equipment in question is operational, maintained in accordance with instructions and inspected up until the delivery to N.C. Nielsen A/S, unless otherwise agreed in writing with N.C. Nielsen A/S.

Damages and defects will be invoiced to the buyer if they occur after signing of the agreement. 

5. Delivery
The stated delivery times are calculated from the time when the final order has been placed and all information necessary for the execution of the order is available.

Unless otherwise agreed, delivery takes place from N.C. Nielsen A/S in Balling or Karlslunde.

N.C. Nielsen A/S reserves the right to make partial deliveries.

6. Delivery reservation
In case of strike, lockout or other work stoppage at A.C. Nielsen A/S or its suppliers, which the delivery is dependent upon, and in case of war, blockade, bans, breakdown, traffic disruptions, including ice obstacles, fire or other unforeseen obstacles, which prevents or significantly complicates the delivery, the delivery will be postponed without N.C. Nielsen A/S being held responsible as long as this obstacle exists. N.C. Nielsen A/S reserves the right to cancel the order without incurring liability in case of supplier failure or in case of circumstances as the ones described above.

7. Payment
If no other agreement exists between the buyer and N.C. Nielsen A/S, payment is due upon delivery.

If the buyer cannot receive the goods at the agreed time, the purchase price falls due for payment, notwithstanding that the goods have not been delivered.

If the buyer cannot receive the invoice/credit note by email or EAN they will be charged a fee on DKK 325 VAT excluded per print.

In case of missing payment, N.C. Nielsen A/S is entitled to cancel the agreement without notice and claim damages for any loss.

If the invoice due date is exceeded, interest of 1.5% per month will be charged.

The buyer is not entitled to set off any counterclaims without an agreement that is clear to both parties.

7.1. Foreign trade
If no other agreement exists between the buyer and N.C. Nielsen A/S, payment for the purchased goods falls due before pick-up from N.C. Nielsen A/S.

8. Amendment of order
The buyer's amendment of the order after receipt of the signed rental agreement/leasing agreement will trigger a payment that represents the actual cost to N.C. Nielsen A/S, however, as a minimum DKK 5,000, VAT excluded, per agreement. The amount will be invoiced to the buyer by N.C. Nielsen A/S.

9. Ownership reservation
Ownership of the sold goods is retained by N.C. Nielsen A/S until the purchase price has been paid in full.

10. Defects and complaints
Upon delivery, the buyer will promptly inspect the delivered goods in order to determine whether they are in the condition specified in the contract. Complaints concerning errors and defects must be in writing and must be submitted at the latest on the fifth working day following delivery.

The buyer's amendment of or intervention with the goods sold, without N.C. Nielsen A/S's prior written consent, will release N.C. Nielsen A/S from any obligations.

11. Limitation of liability
Claims for damages against N.C. Nielsen A/S cannot exceed the invoice amount of the goods sold.

N.C. Nielsen A/S is not liable for any operational loss, loss of profits or other indirect losses caused by delay or defects in the delivered goods.

12. Product liability
Product liability can only be imposed on N.C. Nielsen A/S if so dictated by the current legislation in force, including the Danish Products Liability Act.

13. Jurisdiction and governing law
Any dispute shall be settled according to Danish law by the court in N.C. Nielsen A/S's primary business area.

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