1.        General

Any offer or sale or any delivery from GB Meat Group ApS (GBM) shall take place according to the general terms of sale and delivery stated below, unless these have been deviated from by written agreement with GBM. The Buyer’s purchasing terms (for example stated in the Buyer’s general purchasing terms or in the Buyer’s order confirmation) shall only apply if GBM has explicitly accepted this.

2.        Offer

All inquiries from GBM to the Buyer shall be considered as invitations to make a bid and shall therefore not be binding on GBM. If the Buyer on this basis makes a bid to GBM on entering into an agreement with the content appearing from GBM’s invitation to make a bid, and if this is subsequently accepted by GBM, a final agreement shall be considered entered. Provided that GBM forwards a written order confirmation, a final agreement between GBM and the Buyer shall be considered entered into at this time.

Any objections from the Buyer to the content of an order confirmation shall be made in writing and be received by GBM no later than four (4) business days after the date of the order confirmation, however, no later than on delivery. If no objections are received, the sales order shall be considered accepted by the Buyer. If the goods must comply with special official regulations or similar, the Buyer shall be under an obligation to inform GBM in writing hereof upon entering into the agreement.

3.        Payment

Unless otherwise stated in GBM’s invoice, the purchase price shall be payable on the invoice date. If the Buyer fails to pay in due time, default interest shall accrue from the due date of the payable amount of the default rate in force at any time according to the Danish Act on interest. Payment shall exclusively be in good time when the invoice amount is received by GBM within the payment time-limit and as regards bank transfers it shall be decisive whether the amount has been credited to GBM’s account. The Buyer shall not be entitled to carry out a set-off against the purchase price in respect of claims with relation to other legal issues, and the Buyer shall not be entitled to retain the goods or refuse payment due to delay, complaint or counterclaim in relation to the specific or other deliveries. All costs with relation to the transfer of money shall be payable by the Buyer.

4.        Retention of title

The right of ownership to the delivered goods shall remain with GBM until the delivered goods have been paid for in full.

5.        Delivery

Delivery shall take place as stated in GBM’s order confirmation. Delivery clauses shall be construed in accordance with the most recent version of incoterms. If no delivery clause has been agreed, delivery shall take place “Ex works” at the location stated by GBM. If the Buyer fails to collect or receive the purchased goods in due time, GBM shall be entitled to cancel the purchase. In addition, GBM shall be entitled to sell or dispose the goods at the Buyers expense and risk and to claim compensation. The purchased goods shall be deposited at the Buyer’s expense and risk at GBM’s warehouse until they are collected/received or until the purchase has been cancelled or the goods have been sold or disposed. GBM shall be entitled to charge warehouse rent and to have its costs etc. covered. If the delivery is postponed due to the Buyer’s circumstances the Buyer shall still be under the obligation to make all payments to GBM as if delivery had been made at the agreed time. Statements of quantity and number of units by both GBM and the Buyer whether these are stated orally or in writing, shall be considered as estimations and GBM shall be entitled to make the final choice of quantity.

6.        Delay

The Buyer shall only be entitled to claim delay by GBM, including asserting remedies for breach of contract, until delivery has taken place. Liability shall be regulated according to clause 9.

7.        Defects

In the event of deficient delivery, GBM may choose to subsequently deliver/deliver goods in replacement or remedy such deficiencies within reasonable time after the Buyer’s complaint. In addition, GBM may choose to give a proportionate reduction of the purchase price. GBM shall have no further liability in relation to deficiencies. In the case of any damages occurred during transportation for which GBM bears the risk, the Buyer shall assist GBM in setting up a claim against the carrier and/or the carrier’s insurance company.

8.        Duty of investigation and complaint

The Buyer shall check the delivery immediately after receipt. Any complaint shall be made both by telephone and by email to GBM immediately after the defect is or should have been discovered. This shall only apply to complaints about the quantity discrepancies. The notification shall include a specification of the defect. Failure to make a complaint in time shall result in the Buyer losing the right to set up claims in connection with the defect.

9.        Liability

GBM shall be under no obligation to cover costs, damage or loss as a result of deficient or delayed delivery beyond what is explicitly stated in this agreement, unless GBM has acted with gross negligence. GBM shall not be liable for any loss suffered by the Buyer or a third party, including operating loss, loss of profit or other indirect loss. Under no circumstances GBM’s product liability can exceed the value of the particular delivery serving as the basis for the claim against GBM.

10.      Product liability

Unless otherwise laid down in invariable statutory provisions, GBM shall only be liable for product damages in accordance to the regulations below. Product damages shall mean damage caused by the goods delivered, to anything other than the goods delivered. Damage to products in which the delivered goods are part shall also be comprised by the present regulations.

GBM shall only be liable for personal injury if the injury is a result of negligence by GBM or a party for whom GBM is responsible. If damage caused to real property or items or products of which the delivered goods are part belonging to the Buyer or a third party, GBM shall not be liable unless the damage is a result of gross negligence by GBM or a party for whom GBM is responsible. In no circumstances shall GBM be liable for operating loss, loss of profit, consequential damage or indirect damage or loss incurred by the Buyer or a third party, including cost in connection with official processing or sanctions.

GBM has taken out product liability insurance. In addition to the above, GBM shall only accept product liability covered by the product liability insurance., A copy of the insurance terms can be obtained from GBM.

If GBM is liable and if the Buyers negligence has contributed to the occurrence of the product damage or if the Buyer has neglected to take reasonable measures to limit the extent of the damage, GBM shall be entitled to demand that the Buyer pays a part of the compensation proportionate with the Buyer’s actions. The Buyer shall indemnify to GBM to the extent in which GBM is held liable in relation to a third party for any damage or loss for which GBM is not liable according to this clause.

If the Buyer becomes aware of the occurrence of product damage or the risk of such damage, the Buyer shall immediately inform GBM of the damage and provide GBM with all related information. The Buyer shall be under an obligation to accept participation in any pending expert inspection and valuation case or legal actions against GBM. The mutual relationship of GBM and the Buyer shall, however, be settled in accordance with clause 12.

11.      Force Majeure

In the event of force majeure, GBM shall be entitled, without any liability to the Buyer, to postpone the delivery for up to one (1) month or cancel the related sale. Force majeure shall i.a. prevail if GBM or its sub-supplier and/or carrier is prevented from fulfilling the agreements as a result of war, civil war, rebellion, public restrictions, import or export prohibition or restrictions, blockade, strike, stoppage, natural disaster, including but not limited to earth quake, storm surge, comprising flood, waterspout and volcanic eruption, acts of terrorism or similar, or other acts or circumstances, which should not have been foreseen by GBM at the time when the agreement was entered.

12.      Applicable law and venue

These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Denmark. The UN Convention on the international sale of goods (CISG) shall not apply to these terms and conditions.

Each party irrevocably agrees that the courts of Denmark shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms and conditions or their subject matter or formation (including non-contractual disputes or claims)

                                                        Gjelbro, January 2019 rev.2