General Terms and Conditions
General Terms and Conditions of Sale and Delivery - E. Marker A/S Rev. 1.5 - July 2025
1. Application and legal effect
1.1. All deliveries are based on the below Terms and Conditions of Sale and Delivery (”Terms and Conditions”) to the extent not deviated by a , written agreement between E. Marker A/S (the ”Company”), CVR number 33188218, and the Customer.
1.2. Together with the Company's offers and order confirmations, these Terms and Conditions constitute the entire contractual basis concerning the Company's sale and delivery of products, spare parts and associated services to the Customer (the “Contractual Basis”).
1.3. The Terms and Conditions take precedence over the Customer’s terms and conditions of sale and delivery unless otherwise expressly agreed between the Company and the Customer. The Company’s acceptance of an order from a Customer does not mean that the Company has thus accepted the Customer's terms and conditions of sale and delivery.
1.4. Changes and addenda to the Contractual Basis only apply if the Parties have agreed on them in writing. Deviations from the Contractual Basis stated in the Customer’s order or the like has no legal effect unless accepted expressly by the Company in writing.
2. Products, spare parts and services
2.1. Products and spare parts which the Company sells or delivers to the Customer are new and observe Danish legislation at the time of delivery.
3. Price and payment
3.1. The price for products, spare parts and associated services follows the Company’s current price list at the time when the Company confirms the Customer's order unless the Parties have agreed otherwise in writing. All prices are exclusive of VAT.
3.2. Prices are subject to adjustments from time to time without notice.
3.3. Prices may be agreed upon in different currencies. The currency indicated in the order confirmation is binding upon the Parties. Prices are exclusive of VAT, taxes, tariffs and carriage.
3.4. Carriage is invoiced based on current carriage price list. Additional fees for delivery with lift, delivery of dangerous goods, general handling and pick-up at the storehouse will apply.
3.5. Further payment for pallets will apply. Prices are indicated in the pricelist and may be adjusted from time to time without notice. Empty IBC units will not be taken back or exchanged.
3.6. Payment for goods and services is due cash on delivery otherwise agreed in writing.
4. Late payment
4.1 Company may charge the Customer interest from the due date to the date of payment at the rate of 2 % per month. This shall be in addition to any other right or remedies available for Company .
4.2 If the Customer is late with payment and does not pay any outstanding amount within 2 weeks after having received a written demand for payment from the Company, the Company may (i) cancel the sale of the products, spare parts and/or associated servicesnot paid for , (ii) cancel the sale of products, spare parts and/or associated services not yet delivered to the Customer or require payment in advance and/or (iii) assert other remedies for breach, including collecting the debt by court.
5. Offers, orders and order confirmations
5.1 The Company's sales offers are valid for 2 weeks from the date of the offer unless otherwise stated in the offer. Acceptance of an offer that has reached the Company after the expiry of the time stipulated for acceptance is not binding on the Company
5.2 Information in brochures and product information is only binding to the extent that the Contractual Basis makes express references.
5.3 The Company aims at sending confirmations or rejections of orders of products, spare parts or associated services to the Customer in writing not later than two business days after receipt of the order. Confirmations or rejections of orders must be in writing to bind the Company.
5.4 The Customer cannot change an order of products, spare parts or associated services already confirmed by the Company.
5.5 If the Company's confirmation of an order of products, spare parts or associated services does not correspond with the Customer’s order or the Contractual Basis and the Customer does not wish to accept the conflicting terms, the Customer must notify the Company in writing not later than five business days after receipt of the order confirmation. Failing that, the Customer is bound by the order confirmation.
6. Delivery
6.1 The Company delivers all products and spare parts sold EXW Padborg according to Incoterms® 2020.
6.2 However, the Company delivers grass seeds EXW Holstebro according to Incoterms® 2020.
6.3 The Company delivers all products, spare parts and associated services sold at the time stated in the Company's order confirmation. The Company is entitled to deliver before the date of delivery agreed unless the Parties have agreed otherwise.
6.4 The Customer must inspect all products, spare parts and associated services on delivery. If products delivered in IBC
are not properly sealed on delivery, Customer shall notify Company immediately. If the Customer finds any defects that the Customer wish to invoke, notification shall be given to the Company in writing immediately. If a defect which the Customer finds or should have found is not notified in writing to the Company immediately, it cannot be invoked at a later time.
6.5 In case of missing items or damage to the products delivered, the Customer must write it on the bill of carriage immediately on delivery.
6.6 Products are only accepted for return, based on specific agreement and no later than one week after the Customer’s receipt Returned goods must be in unopened, original packaging, and the return carriage must be paid by Customer.
7. Late delivery
7.1 If the Company anticipates late delivery of products, spare parts or associated services, the Company must inform the Customer and at the same time state the reason for the delay and the new, anticipated date of delivery.
7.2 If the Company fails to deliver products, spare parts or associated services within 2 weeks from the agreed date of delivery for reasons for which the Customer is not responsible and delivery does not take place within another 2 weeks period after a written demand from the Customer, given after expiry of the first 2 weeks period, the Customer may cancel the order(s) affected by the delay without further notice. The Customer has no other legal rights or remedies in connection with late delivery.
8. Retention of ownership until payment is made
8.1 The Company retains ownership of the products sold until the entire purchase price has been paid including interest, costs and any expenses paid by the Company on behalf of the Customer.
8.2 Until ownership has passed to the Customer, the products must be insured by the Customer and stored separately. The Customer may not move, pledge, rent out, lend or in any other way dispose of the products sold until ownership has passed to the Customer. Nor may the Customer make any changes to the products delivered.
9. Storage and complaints
9.1 Fertilizer and paint products must be stored according to the specific instructions on each product, indicated in the order confirmation and/or on the packaging/labelling of the product. properly, dry and with no risk of exposure to the sun or rain. The Company will not replace or credit products in connection with complaints if the above has not been observed.
10. Liability
10.1 Each Party is liable for its own actions and omissions according to current law with the limitations that follow from the Contractual Basis.
10.2 The Company is liable according to the product liability rules only to the extent required by mandatory rules in legislation. In the relationship between the Customer and the Company, the Customer must indemnify the Company against product liability in each case not covered by the exclusion of product liability.
10.3 Notwithstanding any conflicting terms in the Contractual Basis, the Company's liability for loss and damages incurred on the Customer cannot exceed the Customer’s total payment for the delivery of products to which the liability is connected. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
10.4 Despite conflicting terms in the Contractual Basis, the Company is not liable for any indirect loss, including loss of production, sale, profits, time or goodwill unless caused intentionally or with gross negligence.
10.5 Despite conflicting terms in the Contractual Basis, the Company is not liable for any non-performance of obligations due to force majeure. Exemption from liability exists as long as the force majeure exists. Conditions beyond the Company's control that the Company should not have foreseen on conclusion of the Agreement are considered force majeure. Examples of force majeure are exceptional natural conditions, war, terror, epidemics and pandemics, fire, flooding, vandalism and labour disputes.
11. Intellectual property rights
11.1 Full ownership of intellectual property concerning products, spare parts and associated services, including patents, design, trademarks and copyrights, belongs to the Company.
11.2 The Company is not liable for products, spare parts and associated services delivered that infringe third parties’ intellectual property rights unless the infringement is intentional or with gross negligence.
12. Confidentiality
12.1 The Customer may not disclose or use or enable others to use the Company’s trade secrets or other information that is not in the public domain, regardless of its nature.
12.2 The Customer may not unduly obtain or attempt to obtain knowledge or possession of the Company’s confidential information as described in Clause 12.1. The Customer must treat the information responsibly to avoid them unintentionally coming to third parties’ knowledge.
12.3 The Customer’s obligations according to Clauses 12.1-12.2 apply during the Parties’ business relations and indefinitely after the end of the business relations, regardless of the reason.
13. Processing of personally identifiable information
13.1 The Company processes personal data while duly observing the General Data Protection Regulation and the Danish Data Protection Act. Data about the Customer’s name, email, telephone number etc. are only used in connection with the Customer’s order and communication with the Customer.
13.2 The Company observes the data subject's rights (i.a. the right of access, rectification, erasure, restriction of processing, to object, data portability, to complain and the right not to be subject to a decision based solely on automated processing, including profiling).
13.3 The Company stores the data for as long as necessary for the purpose for which the data are processed. The Company does not disclose, sell or in any other way transfer the data to any third party unless the Customer has accepted.
13.4 If the Customer wants information about the data that are processed or if the Customer would like to have data erased or rectified, the Customer may contact E. Marker A/S, info@emarker.dk or +45 7467 0808.
14. Partial invalidity
14.1 If one or several provisions in these Terms and Conditions are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the other provisions will not be affected or impaired.
15. No waiver
15.1 No waiver of any provision of these General Terms and Conditions or the Contractual Basis shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these General Terms and Conditions shall not constitute a waiver of such provision or any other provision.
16. Assignment
16.1 Company may assign any or all rights and obligations to any third party at any time. The Customer may only transfer his rights and obligations under an Order Confirmation or otherwise under the Contractual Basis , upon the Company’s prior written approval.
17. Applicable law and venue
17.1 The Parties’ business relations are subject to Danish law in every respect, save for Danish rules on choice of law and venue.
17.2 Any dispute that may arise in relation to the Parties’ business relations must be settled by a Danish court of law.