11 TERMS OF PAYMENT
11.1
Payment shall be effected to Denico’s address as stated in the invoice.
11.2
In case of late payment, Denico charges interest for default on the amount owing at the time in question, at a rate of 1.5 (one and a half) per cent per month from the due date. Interest will be calculated each month on the outstanding balance due which will include previously added interest, reasonable costs etc.
11.3
The buyer shall not withhold payment or make any deductions from the price of the goods in respect of claims that have not been approved by Denico.
12 RETENTION OF TITLE
12.1
Denico shall retain full and clear title to goods delivered hereunder, and ownership of the goods shall not pass to the buyer until full and final payment has been made.
12.2
Any sale is subject to reservation of ownership until the full purchase price of the items has been paid. This means that in case of non-timely payment, the seller can take back the sold items and make a residual claim against the buyer. The residual claim is calculated as the difference between the price that the seller in free sale can obtain for the goods withdrawn and the amount due under the contract of purchase (plus the cost of the take-back and the cover sale).
12.3
The seller is not obliged to have the item assessed prior to such a cover sale, but will, of course, endeavor to obtain the best possible price. If the goods taken back cannot be sold within a reasonable period of 6 months, the seller is entitled to dispose of the goods and make the entire claim against the buyer.
12.4
The seller's claim for damages in accordance with the general rules of Danish law is maintained regardless of the content of the agreed reservation of ownership.
12.5
Where the seller applies a reservation of ownership, the seller is entitled to immediately demand the sold goods back from the buyer.
12.6
Seller does not have to seek the assistance of the bailiff for such a return, as the parties agree upon the conclusion of the purchase to the seller's right to demand return in case of the buyer's failure to pay the purchase price in due time. Any attempt by the Seller to persuade the Buyer to fulfill its payment obligations shall not result in the Seller's right to exercise the reservation of title.
13 FORCE MAJEURE
13.1
Neither party shall be liable to pay damages or make compensation in any way for any delay or failure to perform any of its obligations when such delay or failure is due to force majeure.
13.2
Force majeure is defined as an act of god or an event or contingency outside the reasonable control of the party affected thereby. It shall include but not be limited to delay in the delivery of or defects in goods supplied by subcontractors, substantial price increases for such deliveries, war (declared or undeclared), revolution, riot, strike and lockout, labour disturbances, fire, flood, epidemic, earth-quake, explosion, blockade, embargo, unavailability of basic raw materials, lack of or failure of trans-portation, any unusual or unexpected acts of government or governmental agency, and other similar events.
13.3
Upon the occurrence of force majeure the party suffering thereby shall promptly give the other party written notice thereof specifying the cause of force majeure and how it will affect the performance of its obligations. 13.4
If the delivery of goods is temporarily prevented owing to force majeure events, the obligation to deliver shall be suspended as regards the period during which the force majeure situation exists with the effect that the buyer shall not be entitled to cancel the contract.
13.4
If the delivery of goods is temporarily prevented owing to force majeure events, the obligation to deliver shall be suspended as regards the period during which the force majeure situation exists with the effect that the buyer shall not be entitled to cancel the contract.
13.5
If contractual performance, delivery of goods or other duties are prevented by force majeure for a period of 120 consecutive days, then either party may terminate the obligations prevented by force majeure.
14 PRODUCT LIABILITY
14.1
Denico shall not be liable for personal injury or damage to property or goods caused by goods unless evidence is produced to the effect that the injury or damage was caused through wilful misconduct or gross negligence on behalf of Denico.
14.2
However, Denico shall under no circumstances be liable for damage to goods or property resulting from pollution of or through air, soil or water; nor shall Denico be liable for damage to goods or property which is due to the fact that the goods have been used as, added to or incorporated into finished products that are used in the operation of aircraft or in off-shore installations.
14.3
If damage caused by the goods purchased or danger that such damage will occur comes to the atten-tion of the buyer, the buyer shall without undue delay notify Denico thereof in writing. The notice does not relieve the buyer of his obligation to minimise such damage.
14.4
To the extent Denico incurs product liability towards third parties, the buyer shall be under an obli-gation to indemnify Denico to the extent such liability exceeds the limitations according to this section 14.
14.5
The buyer hereby submits to the jurisdiction of any court before which an action for product liability may be brought against Denico.
14.6
The buyer shall notify Denico if third parties bring claims based on product liability against the buyer.
15 LIMITATIONS OF LIABILITY
15.1
Sections 1.3, 1.4, 7, 8, 13 and 14 herein contain limitations of liability. Such limitations shall not apply to the extent the loss suffered is a result of wilful misconduct or gross negligence on behalf of the party which is in default.
15.2
However, notwithstanding any negligence, Denico shall never be liable for punitive damages, finan-cial loss, consequential loss, loss of profit, loss of time or other indirect loss or consequential damage whether arising from delay, from the supply of defective goods or otherwise.
16 RIGHT OF SET-OFF BETWEEN GROUPS, ETC.
16.1
If the buyer has a financial claim on Denico, the latter shall be entitled to set off such claim in whole or in part against any claim that Denico or one of Denico’s subsidiaries or associated companies might have against the buyer or against one of the buyer’s subsidiaries or associated companies.
16.2
Securities provided by the buyer to Denico or one of Denico’s subsidiaries or associated companies shall secure any claim which Denico or one of Denico’s subsidiaries or associated companies has or might in future have against the buyer or one of the buyer’s subsidiaries or associated companies.
17 JURISDICTION AND GOVERNING LAW
17.1
The validity, construction and performance of the obligations of the parties shall be governed by and interpreted in accordance with the laws of Denmark.
17.2
Disputes, controversies, claims or differences which may arise between the parties out of, in relation to, or in connection with delivery of goods or services from Denico, or for the breach thereof, shall be settled by the ordinary courts of law.
17.3
The Court of Copenhagen, Denmark, shall be the accepted venue in the first instance. However, Denico shall be entitled to sue the buyer at the buyer’s venue, if the lawsuit is necessary for Denico in order to collect a financial claim originating in deliveries made to the buyer.
17.4
However, each of the parties shall be entitled to sue the other party, at the venue of that party, provided the action is brought in connection with the enforcement of a judgment duly made hereunder.