The below terms of sale and delivery apply to all orders and deliveries performed by Poulsen Biler ApS, in the following the ”Seller”.
The terms of sale and delivery apply unless the Seller and Buyer have derogated from them explicitly and in writing.
The terms of sale and delivery constitute an integral part of the contractual basis between the Buyer and the Seller. Any terms and conditions forwarded by the customer in connection with an order are void and ineffective between the Buyer and the Seller.
The Buyer accepts that the Seller may record, store and process data that have been received in connection with the conclusion of an agreement with the customer and that such data may be transferred to the Seller's partners for the purpose of recording, storing and processing the data.
This quote is valid for 14 days from the quotation/invoice date. Reservations are also made for intermediate sale.
Right of ownership/retention of ownership
The right of ownership to the products sold remains with the Seller until the full purchase price inclusive of interest and/or costs have been paid.
Unless otherwise stated on the invoice or order confirmation, delivery is deemed as having taken place when the Seller has informed the Buyer that the item is ready for collection.
In case of the Buyer's non-payment or failure to sign documents or the like, the Seller is entitled to take back the products sold. At the time of the repossession, the Seller retains any legal claims against the customer.
Lending before delivery
If the Buyer has a chassis or any equipment at its disposal prior to delivery, this is to be considered as lending for processing. Such items lent out belong to the Seller absolutely.
The Buyer is solely entitled to use a chassis lent out for the building of a finished vehicle, and the Buyer may therefore not dispose of the chassis in any other way. The Seller is at any time entitled to require to get back a chassis lent out and any other items lent out.
Ownership of materials that are incorporated in a chassis lent out belongs to the Seller. Therefore, the Buyer, the Buyer’s subcontractors, builder or anyone else are not entitled to remove or replace materials that have not already been incorporated in the chassis without the Seller's permission.
A chassis or equipment may not be given to anyone but the Buyer and the builder or subcontractors chosen by the Buyer without the Seller’s written permission.
If the Buyer leaves the chassis or equipment to the builder or subcontractors in connection with building to finish the vehicle, the Buyer is responsible for ensuring that the stipulations regarding the lending out of a chassis stated in 3.1 and 3.4 also apply to these persons in relation to the Seller.
The Buyer is obliged to keep the items lent out insured from the date of receipt and until they are returned to the Seller. Furthermore, the Buyer is obliged to keep the items lent out in good condition and is responsible for any damage to or deterioration of the items lent regardless of the cause.
The Buyer may not display, exhibit, resell, pledge or rent out the equipment unless there is a written acceptance from the Seller.
Purchase price
The insurance premium and motor vehicle excise duty, due as well as non-due, have not been included in the purchase price, and the Buyer is therefore fully liable. That also applies to any equipment of exchange.
The Buyer is responsible for making sure that any documents subject to stamp duty will be stamped, and the Buyer pays the associated costs.
If payment is made via the Buyer's bank in case of assignment of the contract, the Seller may charge interest according to the Seller’s current bank rate for lending in the period used by the bank for the processing.
All prices are in Danish kroner and are exclusive of VAT unless otherwise stated.
The purchase price is regulated upwards or downwards if - prior to delivery - there are changes to the current rules on public duties, customs tariffs or similar payments and/or any other proven increases in price to be paid by the Seller in connection with the sale and/or registration of the item sold.
In case of changes in legislation causing the Seller costs in relation to the sale and/or registration of the item sold, the purchase price is regulated similarly.
Payment
The full purchase price is transferred to Nordea Bank Danmark A/S, DK - 1786 Copenhagen sort code 1938 account no. 89 64 89 40 95 before delivery. Swift: NDEADKKK – Iban: DK8220005005955515.
In case of purchase on credit/leasing or the like, the Buyer must sign - not later than on delivery - the contract of sale, leasing contract, approval of delivery, declaration of pledge and the like prior to collection.
In case of leasing of the equipment/vehicle purchased, the Buyer's leasing company must confirm that all relevant documents have been duly signed and that the deposit/first payment has been paid.
In case of late payment, the Seller is entitled to charge interest of the amount due without further notice from the due date, 1 % per month or part thereof.
At the time of the customer’s payment, the Seller is entitled to cover the interest and costs, fees and other costs beforehand in relation to the registration and spare parts and repair costs for the item sold.
Exemption of liability, complaints and defects
The Buyer has been made aware of and has accepted that the two-year period allowed for claims pursuant to S. 54 of the Danish Sale of Goods Act (købeloven) has been deviated from in this trade. The vehicle is sold as is and has been tested by you. Claims regarding defects cannot be made as this has been considered when setting the price.
Defects in retrofitted equipment, e.g.: Air cooler, radio, walkie, TV, DVD, navigation, camera, coffee machine, refrigerator, additional lights and advertising signs etc. are remedied at the Buyer's expense unless otherwise agreed in writing.
Deviations from 6.1 and 6.2 may only occur if a written agreement exists.
The Buyer is obliged to inspect and test the equipment bought on delivery.
A claim regarding defects within the time stated may only be made on delivery of the equipment.
The Seller may freely choose between remedy of defects or a replacement delivery. The Seller's remedy or replacement delivery is at the Seller's expense.
In case of the Seller's offer of remedy or a replacement delivery, the Buyer may not cancel the purchase.
The Seller is not responsible for general adjustment, fair wear and tear or misuse.
If the customer fits auxiliary equipment after delivery of the item sold and this causes expenses for the repair work, such expenses are irrelevant to the Seller and must be paid by the Buyer.
If - when inspecting a product - the Seller cannot find a defect about which the Buyer has complained, the Buyer is liable for the Seller's costs in connection with the troubleshooting.
The Seller may invoice the Buyer for repair work, including delivery of spare parts, later if the Seller or the Seller’s supplier/workshop rejects the Seller’s defects liability.
In case of force majeure, the Buyer may not claim damages for delay, rescind the contract of sale or claim any other remedy for breach of contract from the Seller. Force majeure means any hindrance which the Seller could not or should not have been able to consider when concluding the purchase and which hinders the performance of the agreement or makes the performance unreasonably burdensome, including war, fire, earthquake, strike, lockout, deficiency in means of transport, delayed transport, general scarcity of goods or non-delivery or short delivery from the Seller's suppliers and any other event of which the Seller has no control. If a force majeure event means a delay of more than six months, any of the parties is entitled to rescind the contract of sale exempt from liability.
The Seller excludes product liability to the extent that it is consistent with the product liability law applicable from time to time - liability for damage to property and damage to real estate or personal injury caused by the item bought.
Poulsen Biler ApS provides no guarantee or right of complaint for pre-mounted and retrofitted equipment, building made by the Buyer or the Buyer's builder or workshop or equipment for through-invoicing due to financing.
The Seller is not liable for any operating loss, loss of time, loss of profits or any other indirect loss charged to the Buyer due to late delivery.
Equipment of exchange
In case of an exchange, the equipment of exchange must be delivered to the Seller's place of business in the same condition and with the same equipment as at the time of the conclusion of the agreement. The customer bears the risk of the item other than fair wear and tear with the same average km/hour consumption as previously until the equipment is delivered to the Seller.
If the object of exchange is damaged before the ownership and risk of the object passes to the Seller but after the binding agreement has been concluded, the Seller is entitled to demand that any insurance payment or damages for the items taken in exchange go to the Seller.
If the object of exchange is not in the same condition as at the time of the conclusion of the agreement, see 7.1, the Seller is entitled to deny accepting the equipment as payment and may instead demand cash payment. The Seller continues to be obliged to complete delivery/the trade.
The equipment of exchange must be free and free from any charge or encumbrance. If the equipment is leased, the customer must arrange for a buy-out quotation issued to Poulsen Biler ApS.
If the equipment taken in exchange has hidden defects, the customer is liable for that and is liable to the Seller if the customer knew or should have realized that.
The customer is responsible for making sure that its property is removed from the car before it is handed over to the Seller. That includes speed recorder, dismounted MAUT equipment, gasoline card and credit card, other remotes or similar equipment.
All relevant documents regarding the equipment of exchange, including: The original certificate of registration part I and II, type approval, flatbed truck approval, crane hoist, hook hoist and wire hoist, maintenance control record, all keys, remotes, navigation and telephone installations, GPS tracker, alarm and radio codes and the like must be handed over to the Seller not later than at the time of delivery.
The car must be mobile, free of error codes and damage and with legal tires unless otherwise agreed in writing.
The Buyer's economic conditions
In the period from the making of the order and until the order has been fully delivered, the Buyer must hand over information about the Buyer's economic conditions at the Seller's request. The Seller is entitled to cancel the order in full or in part if the Buyer's economic conditions deteriorate and the Seller deems that this could involve a significant risk that the Buyer will not be able to meet its payment obligations.
Requirement to use in own company
If - at the making of the trade - the Buyer does not present an authority to purchase from the final user who is different from the Buyer, the Buyer must use the items bought in its own company. If it is found that the Buyer carries on business as a middleman in relation to the Seller’s products, the Seller may rescind the contract of sale for non-delivered items exempt from liability.
The customer’s breach of agreement
The customer is obliged to make good any loss which Poulsen Biler ApS directly or indirectly incurs due to the customer being in breach of its obligations according to the agreement concluded with Poulsen Biler ApS. The amount amounts to minimum 25 % of the total purchase price.
Poulsen Biler ApS is entitled to cancel any agreement entered into with the customer if the customer is in material breach of its obligations. Material breach includes i.a.: Late delivery of equipment taken in exchange, the customer’s bankruptcy, the customer’s suspension of payments, the customer transfers or resells contrary to 9.1, lack of financing from the bank, leasing company or other source of finance or its bankruptcy/suspension of payments or the like. In that case, Poulsen Biler ApS is entitled to terminate the agreement.
Venue and applicable law
Disputes between the partners regarding the agreement and anything associated will be settled finally and conclusively by arbitration in accordance with the current rules from the Danish Institute of Arbitration (Voldgiftsinstituttet). However, the Seller may also choose for a dispute to be heard in the ordinary courts at the Seller's registered address or to have the legal proceedings instituted at the Maritime and Commercial High Court (Sø- og Handelsretten) in Copenhagen.
All matters of law that may arise in connection with the agreement etc. must be settled according to Danish law. CISG for the international sale of goods does not apply to the agreement.