Terms and Conditions of Sale

The terms and conditions of sale mentioned below shall beapplicable except when modified by written agreement.

1. Prices

Price lists exist for all Procom’s standard products.
Procom may alter the price lists without notice.
The sales price is based on the rates of exchange,
purchase prices, raw material and energy prices,
customs duties, taxes of all kinds as well as other costs
valid at the date of the order confirmation.
If the prices etc. rise after the date of order confimation,
Procom is allowed to increase the price accordingly.

2. Change or Cancellation

Change or cancellation of any order is subject to written
approval by Procom.
In case change or cancellation of an order is approved,
Procom is entitled to charge buyer with an amount
corresponding to 15 per cent of the amount of the
invoice.

3. Delivery

The time of delivery stated in the order confirmation is
approximate.
Procom is to inform buyer of any delay as soon as it is
known to Procom.
Any delay postpones the time of delivery proportionately.
Procom is only responsible for a delay due to gross
negligence by Procom.
Buyer is not entitled to cancel the contract unless a fixed
date of delivery has been agreed in writing by the parties.

4. Dispatch

The dispatch takes place at buyer’s own account and
risk.
The risk of accidental damage to the goods passes to
buyer at the delivery of the consignment to postal
services, ship, railway or carrier.
Transport insurance is only effected if so required by
buyer and then on buyer’s account.

5. Defects and claims

If the goods or parts of the goods delivered prove
defective, Procom undertakes to remedy the defect or to
replace the goods by goods of satisfactory quality within
a reasonable time.
If Procom offers to remedy defects or replace the goods,
buyer is not entitled to cancel the contract or demand
compensation.
All claims must be submitted immediately in writing to
Procom when a defect is discovered, however, at the
latest 8 days after delivery.
Procom is not liable for defects which should have been
discovered by buyer during a thorough examination at
the receipt of the goods.
In connection with the return of a product for repair or
replacement, which is based on an unwarranted claim,
Procom shall - in addition to the price for the repair or
replacement - be entitled to charge DKK 300.00 for the
inspection and handling of the product. Transport
charges are paid by buyer. In case of legitimate claims,
Procom will, however, pay the transport charges in
connection with the return of the product from Procom to
buyer.

6. Liability for defective products

To the extent that Procom is liable to buyer, Procom’s
liability is limited to direct losses. Indirect losses,
hereunder loss of time, loss of profit and other
consequential damages, cannot be claimed to be
compensated.
Procom does not resume any responsibility as a result of
buyer’s obligations towards third parties. Procom’s
liability is limited to defects which appear during a period
of two years from date of invoice, provided claims are
submitted within the same period.

7. Product liability

Procom is liable for personal injury only if it is proved that
such injury was caused by negligence by Procom.
Procom is not responsible for damage to any property of
buyer or goods being manufactured by buyer.

This includes any damage to animals.
Procom is not responsible for any indirect losses such as
mentioned in article 6.
To the extent that product liability is imposed on Procom
towards a third party, buyer is obliged to indemnify
Procom to the same extent to which Procom’s liability is
limited in accordance with the previous 3 paragraphs.

8. Cases of relief

The following circumstances shall be considered cases of
relief, if they occur after the date of the agreement (the
date of the order confirmation) and prevent or delay the
fulfilment of the agreement: war and mobilization, civil
unrest, catastrophes of nature, strikes and lock-outs,
failing supplies of raw materials and water, fires,
damages to Procom’s production plant or to the
production plant of Procom’s suppliers, failing transport
possibilities, currency restrictions, import/export
restrictions, or other events on which the seller bears no
influence.
Under the above mentioned circumstances Procom shall
have the choice between cancelling the order or part of
the order or delivering the goods ordered as soon as the
hindrance to contractual delivery has come to an end.
Procom is without responsibility for any loss sustained by
buyer as a consequence of failing delivery due to the
above mentioned circumstances.

9. Terms of payment

Payment is considered received in due time when
received in Procom’s bank account prior to the expiration
of the respite. In case of delayed payment Procom will
charge buyer with interest on the amount due with 2 per
cent per commenced month as from the date of maturity.
Bank charges from buyer’s bank or corresponding bank
are to be paid by buyer. Bank charges from Procom’s
bank are paid by Procom.
In case the buyer fails to pay the goods in due time or if
after entering into the agreement he goes bankrupt, goes
into liquidation, seeks a compulsory composition with his
creditors, or by distress proves unable to pay his debts,
suspends his payments or his financial circumstances
prove to be of such a nature that it must be supposed
that he will not be able to pay the purchase price when it
falls due, Procom is entitled to cancel the agreement with
immediate effect and to claim compensation from the
buyer for any loss caused by this breach of contract.
This does not apply, however, if the buyer on request
provides adequate security for payment of the purchase
price at maturity.

10. Ownership reservation

Procom reserves the title to the goods sold until the
purchase price together with any interest according to
article 9 has been paid in full.

11. Venue and choice of law

Any legal dispute in connection with the purchase
agreement shall be settled according to Danish law.
The Maritime and Commercial Court of Copenhagen is
agreed as venue for possible legal disputes between
Procom and buyer, unless Procom chooses to bring the
case before buyer’s venue.

Terms and Conditions of Sale can be downloaded

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