General Terms and Conditions of Purchase
(rev. 1 / 2021-11-22)
1. Scope of the Agreement
1. This Agreement shall be considered the general terms and conditions which will apply if no other agreement between the parties exists.
2. Obligations of the Vendor
2.1 The Vendor shall deliver the Products and/or Services (“Product/Services”) ordered in the Purchase order (“Order”) accompanying this document.
3.1 In General
3.1.1 Any ordering of Products/Services by Danhydra to the Vendor must be in writing.
3.1.2 Any Order to the vendor is non-binding until Danhydra has received written confirmation of the Order from the Vendor (”Order Confirmation”).
3.1.3 Order Confirmations shall be issued and sent to the email address stated in our Order and received by Danhydra no later than two (2) working days after the receipt of the Order by the Vendor.
3.1.4 Acceptance of the Order constitutes an agreement to provide Products/Services according to Order and these General Terms and Conditions, unless superseded by external agreements between the parties.
3.2.1 Delivery of Products shall take place according to Incoterms© 2020 and at the delivery address submitted in the Order from Danhydra, unless otherwise specifically agreed between the Parties, e.g., in relation to delivery directly to a Danhydra Customer.
3.2.2 Delivery shall take place at the agreed time of delivery. Delivery before this time may only take place if expressly agreed between the Parties.
3.2.3 Accordingly, the Vendor shall bear the risk of the Products as defined in Incoterms© 2020. The Vendor must ensure the packaging of goods is in accordance with Danhydra packing instructions or alternatively in accordance with best practice within the industry.
3.2.4 The Vendor is responsible for the quality compliance of the Products before delivery.
3.3.1 Danhydra, or Danhydra’s Customer, is entitled to inspect any delivery of Products at the Vendors premises prior to shipping, or within a reasonable period after the Products have been placed at disposal at the agreed place of delivery. Such inspection shall not limit Danhydra’s rights under this Agreement.
4.1 The Vendor must provide a minimum of documentation to include: Delivery Note, Packing List and Invoice.
All documents must contain : Danhydra Purchase Order No., Item No., and Serial No. (if applicable)
4.2 Additional documentation may be required as a part of the deliverable, which will be specifically mentioned in the Order or in an additional agreement.
4.3 The Parties shall agree on the language used in the documentation from the Vendor. If no such agreement exists, the documentation shall be in English.
5. Terms and prices of Services
5.1 Currency according to Order or contract, excluding VAT.
5.2 Danhydra is not obliged to bear any expenses in relation to the Services supplied by the Vendor, except for those expenses which are explicitly stated in the Order.
6. Work carried out on hourly basis
6.1 Work carried out on hourly basis is defined as Services supplied by the Vendor. Service will be against the Order or contract between the Parties.
7. Terms of payment
7.1 Danhydra’s payment shall take place end of month + 60 days from the invoice date unless otherwise agreed between the parties or stated in the Order.
7.2 The invoices from the Vendor shall be issued electronically and sent to the email address stated in the Order
7.3 Timely payment is subject to Danhydra receiving a sufficient invoice from the Vendor, which as a minimum shall include the Purchase Order No, Price, Danhydra Item No., and Initials of the person placing the Order.
7.4 Danhydra reserves the right to withhold payment of invoice amounts that are not in accordance with the Order until such time that an agreement is reached between the parties.
8.1 In General
8.1.1 The warranty shall be valid for 12 months from the date when the Product/Service has been delivered by the Vendor to a Danhydra Customer. (”Warranty Period”). If a longer warranty period applies, this shall be stated in a separate contract.
If a defect is detected during the Warranty Period, it will be presumed that the defect was already present at the time of delivery, unless the Vendor can document otherwise.
8.2.1 Vendors reserve the right to correct any fault or to replace the affected product.
8.2.2 The Vendor shall bear the cost of any such correction or replacement.
9.1.1 If a defect in a Product/Service supplied by the Vendor appears during the Warranty Period, Danhydra may give notice of non-conformity to the Vendor.
9.1.2 Danhydra shall give notice to the Vendor within a reasonable timeframe following discovery of a defect and determination of the nature of said defect.
9.1.3 Upon receiving notice of a defect, the Vendor is entitled to remedy the defect within two (2) working days if practically possible, by repair or replacement as requested by Danhydra and at a location designated by Danhydra. Danhydra shall inform the Vendor accordingly when giving notice of non-conformity.
9.1.4 If a remedy has not taken place within the time limit fixed in clause 9.1.3, Danhydra may arrange for a remedy and all costs will be borne by the Vendor.
9.1.5 Remedy of defects shall not exempt the Vendor from liabilities and damages under the law applying to the issuing country.
9.1.6 Reimbursement may be accepted, provided it will not affect Danhydra’s end customer.
9.2 Late delivery
9.2.1 If the Vendor establishes that he will not be able to deliver in time, the Vendor shall, without delay, give written notice to Danhydra , specifying the reason for late delivery. The information must be conveyed to Danhydra no later than two (2) working days before confirmed delivery.
9.2.2 Any delivery of a Product/Service after the time agreed between the Parties, including delayed notification of completion of a Service, shall constitute late delivery of the Product/Service in question and result in liquidated damages, cf. clause 11.2.
9.2.3 If the Vendor repeatedly exceeds confirmed deliveries, Danhydra will give notice of non-conformity resulting in the Vendor being blocked from further Orders until an agreement is reached and cooperation resumes.
10.1 The Vendor is not entitled to use the Names, Trademarks and/or Logos of Danhydra or Danhydra’s subsidiaries or affiliated companies as reference for marketing purposes, including use hereof on the Vendor’s website, without prior written consent from Danhydra.
11. Breach by the Vendor
11.1.1 Danhydra may claim compensation for any loss suffered due to late delivery from the Vendor, non-delivery, or non-conformity of the delivered Product/Service.
11.2 Liquidated damages
11.2.1 Danhydra may claim liquidated damages if a contract or NDA exists.
12.1 The Vendor shall maintain a valid professional liability insurance sufficient for covering such damage, loss, or similar, for which the Vendor may be held liable in relation to delivery of Services under this Agreement. At Danhydra’s request, the Vendor shall document that such requirement has been duly met.
12.2 The Vendor’s professional liability insurance shall include a product liability insurance and have a minimum coverage of EUR 5 million per claim and EUR 10 million per year.
12.3 The insurance coverage of the Vendor’s professional liability insurance shall be in effect for a minimum of 7 years from the time of delivery of the Services by the Vendor regardless of whether this Agreement expires before the end of the 7-year period. At Danhydra’s request, the Vendor shall document that such requirement has been duly met.
13. Product liability
13.1 The Vendor shall indemnify Danhydra from any claims from third parties, including a Danhydra Customer, regarding product liability emanating from Services supplied by the Vendor to Danhydra or a Danhydra Customer, including but not limited to damage to products, components, ingredients, and employees etc.
14.1 The Vendor shall not without prior written consent from Danhydra exploit, disclose or in any other way provide a third party with access to drawings and technical documents or other technical information prepared by Danhydra, including software disclosed to the Vendor in consequence of circumstances under this Agreement. This shall not, however, include use as stipulated in the Agreement.
14.2 The above will not apply if the information is only to be used for the expressed purpose of completing the efforts as agreed trough this PO.
15. Applicable law and venue
15.1 Disputes arising out of or in relation to this Agreement shall be settled according to Danish law.
15.2 In case of a dispute between the Parties arising out of this Agreement, the Parties agree to first negotiate and seek an amicable solution to the dispute. If no solution is reached, each Party may submit the dispute to be settled by the court of the issuing country/state in Danhydra’s jurisdiction