Terms and Agreements
1.1. Application and limitation
The general terms and conditions of sale and delivery below apply to all agreements, quotations, orders, order confirmations, sale and deliveries from Vilofoss A/S and all of Vilofoss A/S’ subsidiaries (hereinafter collectively referred to as "Vilofoss") to the extent that the terms have not been deviated from by another written agreement.
Vilofoss A/S is registered under the name of Vitfoss A/S with the CVR number 87 77 62 14.
1.2. Conclusion of agreement
An agreement is concluded on Vilofoss' performance of orders placed by the buyer, on conclusion of a written agreement or on Vilofoss' submission of confirmation of orders placed by the buyer.Any delivery on the part of Vilofoss is made on the assumption that the deliverables are to be used by the buyer or the buyer's end user. The buyer is not entitled to transfer its rights and obligations under the agreement entered into with a third party.
2.1. Ex Works (EXW)
All prices are Ex Works (EXW) unless otherwise agreed on placing of the order or conclusion of an agreement.
All prices for the Danish market are stated in DKK ex VAT and other taxes/duties and any pallets. All prices for markets outside Denmark are stated in EUR (or other currency according to Vilofoss' information to that effect) ex VAT, duties and other taxes/duties. The price has been stated per unit or 100 kilos unless otherwise agreed in writing.
Pricing is made based on applicable prices at the time of the conclusion of the agreement or based on a written quotation.
Vilofoss shall supply good and sound goods in compliance with the agreed specifications and labelling of the goods.
The quality and labelling of the goods shall meet the requirements imposed by the Danish authorities and applicable EU/EEA laws and EU/EEA standards.
3.2. Minimum delivery
The smallest quantity of delivery of customer-specific goods is one pallet per product. The pallet sizes (the number of small bags per pallet) depend on the size of the bags (number of kilos/bag) and can be stated in each event by contacting Vilofoss.
- In case of big bags, the minimum quantity is 1,000 kilos.
- In case of bulk deliveries, the minimum quantity is 3,000 kilos.
- As regards the Stalosan products, the minimum quantity in case of customer-specific labels is 5,000 kilos.
- For customer-specific production of X-Zelit, the minimum quantity is 3,000 kilos.
3.3. Date of delivery
Vilofoss strives to make delivery of ordered vitamins and minerals within four (4) working days after receipt of an order if the order is received by Vilofoss no later than 14:00 on a weekday. As regards Stalosan and X-Zelit, Vilofoss strives to be able to deliver one week (five working days) after receipt of an order.
In case of orders for stock goods where the order is received by Vilofoss no later than 10:00 on a weekday, Vilofoss endeavours to deliver/send the ordered goods on the subsequent weekday.
Delivery dates stated above or in marketing material and at Vilofoss' website are indicative only.
The date of delivery in relation to the end user may depend on other matters that Vilofoss cannot be held responsible for. The same applies to the date of delivery specified in the agreement or order confirmation. It is noted that in the absence of a date of delivery, delivery will take place according to the above dates of delivery.
If the customer wants delivery faster than the above deadlines, and it is possible for Vilofoss to meet this, Vilofoss may charge a fee of DKK 500 per item number and any other costs that acceleration of delivery will incur on Vilofoss.
Delayed delivery – whether or not the date of delivery has been agreed – does not entitle the buyer to cancel a delivery until the buyer, giving written notification to Vilofoss with a reasonable deadline for delivery and stated that the buyer intends to cancel the delivery, if delivery does not take place within the deadline specified. Accordingly, if delivery does not take place within the deadline, the buyer is entitled to cancel the said delivery on giving Vilofoss written notification.
The buyer cannot make any other claims, including compensation, in the event of delay.
Delay of one delivery does not give the buyer access to cancel/avoid neither previous nor later deliveries. If delayed delivery is due to the buyer's circumstances, the date of delivery is postponed to the extent deemed reasonable in the circumstances.
3.5. Delivery of fixed quantities for a period
On entering into an agreement on delivery over a fixed period, the agreed quantity constitutes a fixed quantity for successive delivery evenly distributed over the agreed period of delivery. The agreed quantity is the maximum quantity, and any larger quantity is purchased at the applicable current price. Subsequent changes to the buyer's or the buyer's customer relations does not release the buyer from buying the agreed quantity.
On expiry of the period of delivery, or on cessation of buying before that, Vilofoss is entitled to choose to consider any residual quantity as having been cancelled or have the residual quantity invoiced in advance at the agreed price or to make cash settlement of the residual quantity. Cash settlement is made based on the difference between the agreed price and the applicable market price on expiry of the period of delivery. For quantities invoiced in advance, warehouse rent is paid according to applicable rates. Information can be obtained from Vilofoss.
3.6. Place of delivery
Unless otherwise agreed in writing, delivery is made Ex Works (EXW).
Delivered products cannot be returned unless otherwise concretely agreed.
Whether or not delivery has taken place, Vilofoss reserves the title to the goods delivered until full payment has taken place.Vilofoss owns and shall continue to own its IPR (i.e. formulas, recipes, specifications, knowhow, patents, designs, trademarks, trade names, trade secrets/confidential information, copyrights and any other IPR).
5. Inspection on receipt, complaints and defects
5.1. Inspection on receipt
Immediately after delivery, the buyer must check the contents of the delivery note and check that the quantity ordered has been delivered and that the delivery is otherwise in compliance with what has been agreed, including in terms of quality. If that is not the case, the buyer is obliged to contact Vilofoss immediately. If the buyer fails to do so before eight days after delivery, no later complaints as to defects in the delivery can be made.
It is the buyer's responsibility, from the date of delivery, to store goods in a way so no quality degradation of the goods takes place. That may e.g. be prevention of heat formation and protection against humidity etc.
5.2. Remedies for defective performance
Vilofoss may at its own discretion remedy any defects by subsequent delivery/replacement delivery within a reasonable time or by granting the buyer a proportionate reduction in the purchase sum. The buyer is not entitled to other remedies for defective performance if Vilofoss remedies the defects by subsequent delivery/replacement delivery or grants the buyer a proportionate reduction.
If Vilofoss fails to remedy or make subsequent delivery/replacement delivery within a reasonable time, the buyer may cancel the part of the delivery that is defective. Defects in one delivery thus does not give the right to cancellation/avoidance of the entire agreement. The buyer cannot apply other remedies for defective performance.
6. In particular for purchases of feed/additives
6.1. Product composition
All products will be delivered with the agreed nutritional content. However, Vilofoss reserves the right to make changes to the product composition to the extent that Vilofoss finds it necessary or appropriate. All changes will be made according to professional guidelines.
All goods and products for feed are marketed and delivered according to rules described in the EU regulation on the composition, guarantees, and latitudes (called the Marketing Regulation), see (EC) no. 767/2009 of 13 July 2009.
If the deal is carried out through a number of individual sales dates of delivery, Vilofoss reserves the right, on transition to a new sales date of delivery, to change the limits for the above guarantees. In case of changes, the price will be adjusted proportionately upwards or downwards.
Vilofoss further reserves the right to make adjustments to the feed mix and thus changes in relation to the guarantees if necessary due to EU or government interventions or other matters beyond the control of Vilofoss. In case of changes, the price will be adjusted proportionately upwards or downwards.
Vilofoss may change the content of the individual raw materials in feed mixtures within the limits set for the contractual period. Information about this may be requested by contacting Vilofoss.
6.2. In particular as regards feed for non-GM (VLOG) production
Vilofoss complies with applicable laws as regards marketing of genetically modified crops and organisms where the products are labelled when they contain or are produced from genetically modified organisms.
For mineral feed mixes for cattle, only mixtures marketed as "VLOG verified" are suited for non-GM production.
Other feed products not labelled as manufactured by or containing genetically modified organisms are suited for non-GM (VLOG) production if the requirements under the guidelines described by Verband Lebensmittel ohne Gentechnik e.V. (VLOG) are otherwise complied with.
The buyer should always keep documentation in the form of order confirmations with attaching terms and conditions and package insert.
6.3. Production sample
For products manufactured by Vilofoss, evidence of non-conformity or defects and resulting product damage to things, including animals, can only be produced based on production sample taken in the manufacture and kept by Vilofoss and thus not by samples taken by the buyer or end user on their own.
The above production sample is taken by Vilofoss in connection with every production. Only production samples can be taken into account in an assessment of values through chemical analysis and assessment of physical quality.
7. Duties, taxes, currency adjustments etc.
7.1. New duties, taxes etc.
In case of changes and/or implementation of import duties, EU duties or other public duties in relation to the time when the agreement is concluded, in which case the said duty is imposed on Vilofoss, Vilofoss reserves the right to re-invoice the duty to the buyer. The same applies in case of changes and/or implementation of taxes, contributions, fees etc.
Further, an amount corresponding to Vilofoss' estimated additional costs can be added to the price in case of implementation of public orders or prohibitions concerning the contents, treatment or production method of the product.
8. Payment/calculation of interest
The applicable terms of payment appear on Vilofoss' invoice or under a specific agreement to that effect.
If the buyer's payment is not made in time, or the assumptions of any agreed credit are changed, Vilofoss is entitled to withhold all further deliveries to the buyer irrespective of the fact that the deliveries are not inter-connected.
In case of late payment, a reminder fee may be added as well as a compensation amount, and interest can be added. Calculation of interest is made under the interest rates determined by Vilofoss from time to time. The interest rate is currently 15% per annum and is added monthly. Changes to the interest rate is stated on updating these terms and conditions and by indicating the interest rate on statements of account. Information about reminder fees and compensation amounts may be requested by contacting Vilofoss.
Payments cover interest added in advance.
Vilofoss is from time to time entitled to demand satisfactory provision of security for the timely payment of the purchase price, transportation and other costs and to make any new credit assessment of the buyer.
Vilofoss is entitled, as regards future deliveries, to demand cash payment on delivery if the criteria for such credit assessment determined by Vilofoss make this relevant.
In case of payment of any receivables, this will usually take place electronically to the buyer's bank.
Vilofoss is entitled to set off its own claims and those of consolidated companies against the buyer's claims, if any, against Vilofoss, or against a consolidated company of Vilofoss.
The buyer is not entitled to set off any claims against Vilofoss not acknowledged in writing by Vilofoss and is not entitled to withhold part of the purchase price due to counter claims of any nature.
10. Liability in damages and limitation of liability
The statements below concerning Vilofoss' liability in damages apply with reservations as to what otherwise follows under these terms of sale and delivery:
Vilofoss is only liable in damages for damage or loss as a result of product damage caused by defects in a delivered product or as a consequence of substantial delay or defective delivery if the damage or the loss is due to actionable errors or neglect on the part of Vilofoss which have inflicted on the buyer documentable loss directly related to the reason.
It is a condition for Vilofoss' liability in damages that the buyer has closely followed the instructions of Vilofoss and/or the manufacturer.
Vilofoss is not liable in damages for damage or loss of any nature arising from advice provided by Vilofoss.
Vilofoss is not liable for personal injury as a result of a defect in the product (product liability) unless, and if only to the extent this follows from mandatory rules of law. If a product delivered by Vilofoss causes damage to property (including damage to animals) as a result of a defect in the product (ingredients/product liability), Vilofoss' liability in damages cannot exceed the amounts specified below.
Whether or not Vilofoss may be held liable under the rules on product liability or as a result of a delayed or defective delivery, Vilofoss is not in any circumstance liable for indirect losses, including business interruption, loss of goodwill and loss of profits and (other) losses occurred as a result of the buyer's non-performance of its obligations to a third party.
Nor is Vilofoss liable for expenses and losses related to (neither the buyer's nor any later levels of distribution's) taking delivery/recall of a product sold by the buyer, including where the buyer's product has been manufactured by use of deliveries from Vilofoss.
If Vilofoss may be held liable under the rules on product liability or as a result of a delayed or defective delivery, Vilofoss' liability in damages, including expenses and losses in relation to taking delivery/recall of a product sold by the buyer, cannot exceed DKK 5 million per delivery and cannot exceed DKK 10 million within an ongoing period of 12 months as regards Vilofoss' total deliveries to the buyer during the relevant period.
The above limitations of liability do not apply if they are contrary to mandatory law or if Vilofoss caused the damage or the loss intentionally or by gross negligence.
11. Other conditions
11.1. Force majeure
In the event of force majeure or other reasons beyond Vilofoss' control, including government intervention or intervention from local authorities, public regulations, seizure, blockades, strikes and/or lockout, slowdown, export or import bans, natural disasters or bad weather conditions, breakout of contagious diseases/epidemics, scarcity of goods, fire, (local) machine breakdown, (local) lack of means of transportation, manpower, raw materials or energy, war, riots, terrorism, disturbances and delays or failure on the part of Vilofoss' suppliers or third parties, Vilofoss reserves the right to suspend a delivery as long as the said circumstances limit Vilofoss' possibilities of delivering, in whole or in part, in relation to the time of entering into the order, or to cancel the order in whole or in part, without this giving rise to claims for damages or other form of compensation to the buyer.
11.2. Prohibition against transfer of rights and obligations
The buyer is not entitled to transfer its rights and obligations under the order placed and the terms entered into with a third party.
Unless otherwise specifically stated in these sales and terms of delivery, all disputes must be settled according to Danish law notwithstanding that international civil law rules and conflict of laws rules may lead to the use of another country's law.
Any dispute that may arise between Vilofoss and the buyer related to quotations, agreements, orders/order confirmations, sale and deliveries in connection with purchases from Vilofoss, including but not limited to disputes about existence, validity, construction and performance, completion, compliance, compensation etc., must be determined before the City Court of Copenhagen, however, the parties must request that the case be referred to the Copenhagen Maritime and Commercial High Court in Copenhagen if the circumstances dictate that the case can be heard before the Maritime and Commercial High Court.
Most recently updated April 2021