General Sales and Delivery Terms

1. Scope of Application

• Unless otherwise required by law, these General Terms and Conditions for Sales and Delivery of Food Products (hereinafter referred to as the “Terms”) shall apply to all quotations, sales and deliveries of all products including services incidental thereto (hereinafter referred to as the “Goods”) from Scandic Food A/S or its subsidiaries, as appropriate (hereinafter referred to as “SCANDIC”), to its customers (hereinafter referred to as the “Customer”) (together referred to as the “Parties”), and shall take precedence over any provisions in the Customer’s terms and conditions of purchase.
• Only when SCANDIC expressly and in writing have approved, any additions, modifications or limitations to these Terms, including any deviating terms and conditio

2. Contract Formation

• Offers and quotations shall be valid for thirty (30) days form the date of such offer or quotation, unless otherwise agreed or stated by SCANDIC in writing. Thus, thirty (30) days after the day where an offer or quotation was given, the content of such offer or quotation will no longer bind SCANDIC.
• Only when confirmed in writing by SCANDIC, or when SCANDIC has completed the delivery of the Goods, shall a contract for sale and delivery of the Goods (hereinafter referred to as the “Contract”) be deemed as binding to SCANDIC and be subject to these Terms.
• Should SCANDIC’s order confirmation deviate from the Customer’s purchase offer, then the Customer shall object to such deviation in writing and without undue delay. If SCANDIC does not receive such a written objection from the Customer in due time, the Contract shall be entered into on the terms indicated in SCANDIC’s order confirmation, as well as these Terms.
• SCANDIC reserve the right to correct any inaccuracies or typographical errors or omissions in any sales material, quotation, price list, acceptance of offer, invoice or other document or information issued by SCANDIC, and shall have no liability for any such errors or omissions.
• All orders accepted by SCANDIC are binding to the Customer and may only be cancelled by the Customer, if the Customer obtains SCANDIC’s prior written acceptance and indemnifies SCANDIC for all costs and losses sustained because of the cancellation.

3. Prices

• The prices quoted by SCANDIC shall be the prevailing prices for the Goods, which will be valid for a period of thirty (30) days from the date of quotation unless otherwise stated by SCANDIC.
• Except where otherwise stated in writing by SCANDIC, prices quoted are net prices FCA (Incoterms 2020) from one of SCANDIC’s business addresses in Europe, which shall be specifically agreed and specified in the order confirmation, exclusive of taxes and duties.
• The prices quoted by SCANDIC will be based on the cost of supplies , rates of exchange, customs tariffs and other general market conditions in force on the date of the quotation. SCANDIC reserve the right to adjust the quoted prices according to any material changes in such cost of supplies, rates of exchange, customs tariffs or other general market conditions.

4. Terms of Payment

• Unless otherwise confirmed by SCANDIC in writing, the payment for the Goods shall be received by SCANDIC upon delivery of the Goods (terms of payment: net cash). If full payment is not received by SCANDIC as aforesaid, the Customer shall pay Seller interest on the amount outstanding at the rate of 1.5% per month for the period of delay beginning on the due date until the date of payment. Should SCANDIC grant the Customer a credit, full and good security for such credit shall be provided by the Customer on terms approved by SCANDIC.
• Once the amounts due without deduction are made available to SCANDIC on the account specified by SCANDIC, the payment shall be deemed to have occurred. Agents and Distributors cannot receive payment on behalf of SCANDIC.
• Only when the Customer obtains SCANDIC’s express prior written acceptance, shall the Customer be entitled to make deductions, set-offs or counterclaims in the sums due to SCANDIC.
• For as long as the Customer is in arrears with a payment or its solvency is at risk, SCANDIC shall be entitled to cancel the Contract and/or hold back further deliveries under any current Contract.
• Upon payment of all amounts due, ownership of the Goods will be transferred from SCANDIC to the Customer.

5. Delivery

• Delivery of the Goods shall be made FCA (Incoterms 2020) if no special delivery clause has been agreed between the parties.
• If the Customer fails to take delivery of the Goods on the agreed date, the Customer shall nevertheless be under an obligation to make any payment connected with the consignment as if delivery of the Goods in question had been made. SCANDIC can at its discretion choose to extend the time of delivery, store the Goods at the Customer’s risk and account until the actual delivery, or cancel contract or any part thereof, in any case without prejudice to all other rights or remedies available to SCANDIC.
• In the event where the Customer should provide SCANDIC with instructions of delivery, but fails to do so, SCANDIC can at its discretion choose to extend the time of delivery, store the Goods at the Customers risk and account until the actual delivery, or cancel contract or any part thereof, in any case without prejudice to all other rights or remedies available to SCANDIC.
• SCANDIC reserve the right at its discretion to make partial shipments or partial deliveries and/or transhipments. Each partial shipment and partial delivery shall be deemed a separate Contract.
• Discrepancies in quantities of up to 10%, calculated on the basis of the entire quantity and not the individual partial quantities to be delivered, shall be permissible. In the case of a discrepancy, the basis of settlement shall be the quantity delivered at the Customer.
• The passing of the risk of damage to or loss of the Goods occurs at the time of delivery, cf. section 5.1 or in the event that the Customer wrongfully fails to take delivery of the Goods, at the time when SCANDIC tendered delivery of the Goods.
• In no event whatsoever shall SCANDIC be liable for delay in delivery of Goods towards the Customer.

6. Customs

• The Customer accepts to act strictly in accordance with the directions of SCANDIC regarding the customs handling of the Goods.
• The Customer undertakes, upon request and without undue delay, to provide SCANDIC with all relevant documents required for the entitlement to export refunds or other subsidies. Example of such relevant documents includes, but are not limited to export/import documents from EU member states and/or third country.
• If the Customer breach the undertaking in section 6.1. and 6.2. the Customer is liable for all costs and losses suffered or incurred by SCANDIC and must indemnify SCANDIC and its affiliates all such costs and losses.

7. Examination and Notice

• The Customer shall immediately after receiving the Goods perform a detailed inspection of the Goods to ensure that the Goods are delivered in accordance with the Contract.
• In case of a non-conformity in the Goods, the Customer shall without undue delay notify SCANDIC thereof in writing, specifying the product number, the lot number, the load number, the best before date, and the nature of the non-conformity, after the Customer has discovered or ought to have discovered such non-conformity, and in any case before the end of the shelf life of the Goods. The notice shall be supported by image documentation. If the above conditions are not met, the Customer lose its right rely on the non-conformity in the delivered Goods.
• Legitimate complaints made in due time will be rectified by SCANDIC as soon as possible. No later than seven (7) days from receipt of a legitimate complaint SCANDIC must inform the Customer of the further process of the case.

8. Indemnification and Liability

• The Goods will, unless otherwise expressly accepted in writing by SCANDIC, comply with the national legal requirements of the country in which the Goods have been manufactured.
• SCANDIC is not liable and undertakes no risk or liability in respect of the compliance of any and all statues, administrative rules and/or regulations applicable to the Goods in the country of delivery. It is the responsibility of the Customer to ensure that the Goods are in compliance with any and all legislation, administrative rules and/or regulations governing the importation of the Goods into the country of distribution and the subsequent processing, marketing, distribution, resale, and/or use hereof.
• In cases where SCANDIC is liable for the non-conformity in the Goods and where the Customer has complied with the provisions of section 7.2, the Customer may reject such Goods. SCANDIC will subsequently at its discretion either be obligated to issue a credit note for the non-conform Goods, make a deduction in the price of the Goods corresponding to the reduced value of the Goods, or replace the non-conform Goods. If SCANDIC chooses to replace the non-conform Goods, the Customer shall accept a production time of four (4) weeks after which the Goods will be shipped in accordance with the Contract.
  Howsoever caused, non-conformed Goods will not entitle the Customer to any remedy other than mentioned in section 8.3., first paragraph. Goods which are non-conform and have been rejected by the Customer shall remain the property of SCANDIC and shall upon SCANDIC’s request be made available to SCANDIC. If SCANDIC does not choose to take back the non-conform Goods, it is the obligation of the Customer to dispose of such non-conform Goods as instructed by SCANDIC, at SCANDIC’s risk and cost, and using all commercial efforts to reduce the cost of such disposal.
• SCANDIC shall never incur liability for any operating loss, loss of time, loss of orders, loss of income, loss of profits, loss of public subsidies, loss of goodwill, damage to the Customer’s brand or reputation or any special, indirect or consequential damages of any kind, no matter the cause.
• Notwithstanding anything to the contrary in these Terms or any other document exchanged between the Parties to the contrary, the total and aggregate liability of SCANDIC, including, but not limited to liability arising out of or in connection with breach of contract, defects, negligence, tort, indemnification, third party claims, termination for cause, product liability, product recall or otherwise shall in no event exceed an amount equal to 50 % of the invoice amount of the supply concerned giving rise to a claim. In any event, and regardless of invoice amount of the supply concerned, SCANDIC’s liability is maximised to DKK 2,000,000.00 per case of damage or supply.
• The Customer undertakes the risk and liability that the Goods are fit for the purpose under which the Goods are marketed and/or used. Only for retail-packed Goods does SCANDIC undertake the risk and liability that the Goods are fit for the intended purpose.
• SCANDIC shall without limitations and prior notice to the Customer be entitled to modify or amend the specifications, production processes, packaging and/or labelling of the Goods without incurring liability, unless a separate agreement stating otherwise has been agreed by SCANDIC.

9. Force Majeure and Covid-19

• Circumstances beyond the control of SCANDIC shall not incur any liability upon SCANDIC or deem SCANDIC in breach of its obligations, if they prevent SCANDIC from performing its obligations or make such performance unreasonably burdensome. Such circumstances shall include in particular, but not limited hereto, strikes, lockouts, labour conflicts, epidemics, pandemics and all other circumstances over which SCANDIC have no control such as but not limited to explosions, fire, natural disasters, governmental measures and restrictions imposed by national or foreign authorities, confiscation, embargoes, war, mobilization or unforeseen military callus of equivalent extent, currency restrictions, lack of transport, veterinary diseases, malicious tampering, interruptions of operations, acts of terror, environmental measures, and defective or delayed supplies from sub-contractors.
• The occurrence of force majeure, as described in section 9.1., relieves SCANDIC from damages, penalties and other contractual sanctions. Furthermore, such circumstances postpones the time for performance of SCANDIC’s obligations for a reasonable time, thus eliminating the Customer’s rights, if any, to terminate or revoke the Contract.
• In cases where the preconditions of the Contract is fundamentally altered, due to force majeure as described in section 9.1., which makes the performance of SCANDIC’s obligations onerous on SCANDIC because of either increased costs of performance or other reasons subject to hardship, SCANDIC shall at its discretion be entitled to either cancel the Contract or any part thereof or to deliver as soon as the hindrance for the agreed delivery has been removed without incurring liability.
• In case of SCANDIC’s delivery of Goods or any related obligations is impeded, hindered or made unreasonably onerous due or related to COVID-19 (and regardless of whether or not this would constitute a Force Majeure Event or be considered as foreseeable), SCANDIC shall be released (without any liability) from its obligation(s) to deliver such Goods or related obligations until the time when such performance is again reasonably possible and SCANDIC is able to reassume performance. Without limiting the generality of the foregoing, such situation may, by example, occur, if SCANDIC’s workforce is affected by COVID-19, e.g. by way of quarantines, travel restrictions or similar circumstances, or if SCANDIC is unable to source or deliver Goods on reasonable terms or in the event of any material cost increases due or related to COVID-19.

10. Product Liability

• In case of any damage to or loss of property or the death of or injury to any person due to the acts of and/or the omissions of the Customer, the Customer agrees to hold SCANDIC, its affiliates and representatives free of harm and indemnify against and from any costs, losses, liabilities, damages and expenses resulting or arising out of from such acts omissions.
• Only when death or physical injury to a person is caused by the Goods can be proven to be caused by negligent acts or omission on part of SCANDIC, shall SCANDIC be liable for such death or injury. Additionally, SCANCDIC shall be liable for such injury or damage if such liability follows from other applicable mandatory law. SCANDIC shall in no event whatsoever be liable for any damage to property caused by the Goods after they have been delivered and whilst in the possession of the Customer. Nor shall SCANDIC be liable for any damage to products/goods manufactured by the Customer or to products of which the Customer’s products/goods form a part.
• SCANDIC shall never incur liability for any operating loss, loss of time, loss of orders, loss of income, loss of profits, loss of public subsidies, loss of goodwill, damage to the Customer’s brand or reputation or any special, indirect or consequential damages of any kind, no matter the cause.
• If the Customer gains knowledge of damages caused by products from SCANDIC or if there is a risk of such damage, the Customer shall immediately – and within three (3) days at the least – inform SCANDIC accordingly. The notice does not relieve the Customer of his obligations to minimize such damage.
• If a third party raises a claim against SCANDIC or the Customer for compensation, the other part shall be informed immediately in writing.

11. Recall

• Should SCANDIC or a competent authority instigate a recall of the Goods, the Customer shall in close corporation with SCANDIC take all appropriate actions that are necessary under such circumstances. Such actions may include but not limited to: stopping delivery of the Goods and recalling the Goods from warehouses, distributors and retailers.
• The recall proceedings shall be controlled solely by SCANDIC without any interference from the Customer. The Customer must keep all information regarding any actual or planned recall confidential and shall not make any such information public, unless such obligation follows from applicable mandatory law or is expressly instructed in writing by SCANDIC.
• In case of recall of delivered products SCANDIC is liable for, the Customer is only entitled to damages for documented direct loss suffered and costs incurred due to handling of recalled products and destruction of such products (if agreed that the Customer should carry out destruction of the relevant products).
  The Customer is not entitled to charge any fees, liquidated damages or penalties for recall of products. Furthermore, SCANDIC is not liable for any special, incidental, indirect or consequential loss of damage, including but not limited to loss of profits and/or revenue or loss of production.
  Notwithstanding anything to the contrary, this clause shall prevail over any conflicting provisions in any contractual
  documents exchanged between the parties and/or the parties’ terms and conditions.

12. Intellectual Property

• All intellectual property rights or other proprietary rights in or to the Goods or related to the Goods, are and shall remain the sole and exclusive property of SCANDIC and the Customer does not acquire any rights, title or license to SCANDIC’s intellectual rights.
• The intellectual property rights or other proprietary rights in or to the Goods or related to the Goods shall include in particular, but not be limited to their formula, design, packaging and know-how, and any modifications or developments thereof, as well as the trademarks and trade names under which the Goods are marketed.
• The Customer shall not at any time, whether during or after the term of the Contract, do or cause to be done any act or thing challenging, contesting, impairing, invalidating, or tending to impair or invalidate any of SCANDIC’s intellectual property rights or other proprietary rights in or to the Goods or related to the Goods. Any violation of
  SCANDIC’s intellectual property shall without liability entitle SCANDIC to terminate any cooperation between the Parties with immediate effect and to cancel any Contract.

13. Miscellaneous

• If any term, clause, or provision in these Terms is held invalid or unenforceable, such invalidity shall not affect the validity or operation of any other term.
• No waiver by SCANDIC of any breach by the Customer, shall be deemed as a waiver of any prior or subsequent breach of the same or other provisions, neither shall any failure by SCANDIC to insist on the Customer’s performance of its obligations.
• The Customer acknowledges and agrees that confidential and proprietary business information disclosed by SCANDIC shall be held in confidence and not be disclosed to any third, as well as the Customer may not use such information for the Customer’s own benefit or the benefit of any third party.
• SCANDIC and the Customer are and shall remain separate, independent companies and nothing in the relationship between the parties shall be deemed or construed to create an agency, joint venture or partnership relationship between SCANDIC and the Customer. The Customer shall not have any authority to insure any obligations on behalf of SCANDIC or to make any promise, representation or contract of any nature on behalf of SCANDIC.

14. Change of Control and Assignability

• Unless otherwise expressly agreed in writing, SCANDIC shall without prejudice to any other rights or remedies be entitled to terminate any Contract in the event of a change of ownership or control of the Customer.
• No rights or obligations of Buyer arising out of these Terms or any Contract may be assigned without the express prior written consent of SCANDIC.
• SCANDIC reserves the right to assign any of its rights and obligations under these Terms and any Contract without the Customer’s prior written consent.

15. Private Label

In cases where SCANDIC supplies Goods to the Customer under the Customer’s trademark(s) or trade name(s) the following provisions shall apply:

• Unless otherwise agreed, the Customer is without any economical compensation obligated to provide SCANDIC with the design layouts, blueprints, and other material required for the production of the packaging of the Goods. All “Art Work” provided by the Customer shall be in a High Resolution (300 dpi) PDF or Vector Based File ((like “Illustrator” or similar), and colours in “CMYK” or “Pantone Solid Spot”.
• Unless SCANDIC has accepted otherwise, SCANDIC is as a minimum entitled to produce the packaging or have such packaging produced in a volume matching the estimated quantity of the Customer’s orders and forecasted orders.
• The manufacturing of the Goods by SCANDIC shall be on behalf of and for the account of the Customer. Any unused, no matter the reason, packaging, raw materials and/or Goods, shall be for the Customer’s risk and account. Thus, the Customer shall in any respect hold SCANDIC harmless for any costs related to such unused packaging, raw materials and/or Goods. Upon request from SCANDIC, the Customer shall reimburse SCANDIC for the packaging and raw materials at SCANDIC’s cost price, and for the Goods at their purchase price. The Customer shall at SCANDIC’s request, provide good and full security for this obligation.
• The Customer shall indemnify and hold harmless SCANDIC and its affiliates from and against any and all liability, costs, losses, damages or expenses suffered or Incurred by SCANDIC or its affiliates due to any infringement of third party intellectual property rights, caused by the labelling of the Goods under the trademark(s) and/or trade name(s) designed by the Customer.
• SCANDIC must follow the Customer’s instruction on packaging and labelling of the Goods, and the Customer undertakes to indemnify and hold harmless SCANDIC and its affiliates from and against any and all liability, costs, losses, damages or expenses suffered or incurred by SCANDIC or its affiliates due to any infringement or non-compliance of the packaging or labelling of the Goods with applicable legislation.
• If the Customer has specified with raw material, ingredients, intermediates, packaging materials etc. and/or supplier of the above SCANDIC can use for the manufacturing of the Goods, the Customer undertakes the risk and liability that such raw material, ingredients, intermediates, packaging materials etc. are in compliance, suitable and fit for the purpose.
• All intellectual property rights or other proprietary rights in or to the Customer’s trademark(s) or trade name(s), are and shall remain the sole and exclusive property of the Customer and SCANDIC does not acquire any rights, title or license to these intellectual rights.

16. Applicable Law and Jurisdiction

• The conclusion, performance, validity, or termination of any Contract shall be governed by Danish Law, however, explicitly disregarding the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) (CISG) which shall not apply between the Parties.
• Any dispute arising out of or in connection with any Contract, or offer, quotation or order confirmation, as well as any Contract associated with or resulting from the Contract, issued by SCANDIC or in connection with the delivery of the Goods to the Customer, including but not limited to disputes relating to the construction of to these Terms shall be settled in accordance with Danish Law, before the Maritime and Commercial Court in Copenhagen (Sø- og Handelsretten) as the court of first instance. However, SCANDIC shall also at all times at its discretion be entitled to initiate legal proceedings against the Customer in the Country in which the Customer’s registered office is located.