GTC
General Terms and Conditions of Delivery and Payment of Ostermann Aabling A/S
1. Scope of application – General
- Our Standard Terms and Conditions of Supply and Payment apply exclusively.
- The buyer recognises them through the placing of the order or the acceptance of the supply or performance. Contrary terms of the buyer – in so far as they are not stipulated in our respective offers and our written confirmation of order - shall not apply unless we have expressly agreed to the same. Our General Terms and Conditions of Delivery and Payment also apply where we perform the supply in knowledge of contradictory or deviating terms and conditions of the buyer.
- All agreements made between us and the buyer for the purpose of performance of this contract have been laid down in this contract in writing.
- We only sell to business customers. By entering into an agreement with us, the customer confirms that they are a business customer and are therefore not covered by the Consumer Sales Act.
- Our Standard Terms and Conditions of Supply and Payment also apply to all future business transactions with the buyer.
- Should it become apparent following the conclusion of the contract that our claim for payment is endangered by lack of solvency of the buyer, we are entitled to demand that collateral is provided or that net payment is made within a reasonable time frame. Should the buyer fail to comply with this request, we are entitled to cancel the contract without becoming liable for damages.
- For technical reasons, colours in the catalogue and/or on the internet pages may vary from the original tint.
- You will find processing information for our products on the corresponding data sheets that you can download from our website.
2. Offers – Conclusion of contract
- Our offers are non-binding unless otherwise expressly agreed in writing. The offer expires 30 days after submission.
- The prices quoted in the offer and confirmation of order are net prices. The prices quoted by us are exclusive of VAT, shipping, packaging or other protective measures, and are based on the prices of materials, labour and transport at the time the quotation is issued. Agreements regarding ongoing deliveries within a specified period are made on the condition that our suppliers’ prices for raw materials/semi-finished products remain unchanged during that period. Should the prices of raw materials or semi-finished products be increased by our supplier between the date of the agreement and a specified delivery date, we are entitled to terminate the agreement with immediate effect, unless the buyer fully compensates us for the price increase.
3. Prices - Conditions of payment
- Unless otherwise provided in the confirmation of order, our prices apply “ex works”, excluding packaging and transport; these are charged separately.
- Invoices generally are to be paid in full within 30 days of the invoice date, excluding VAT.
- In individual cases, the seller only delivers upon prepayment. In such cases, the seller will inform the buyer in advance.
- The buyer shall only be entitled to exercise rights of set-off where his counterclaims have been judicially upheld, are undisputed or acknowledged by us. He shall, moreover, only be authorised to exercise any right of withholding in this respect if his counterclaim is based on the same contractual relationship.
- All our claims shall become immediately due for payment if the buyer has interrupted his payments on a not simply temporary basis, is overindebted, if an application has been made for the opening of insolvency proceedings in relation to his assets, if such proceedings have been opened or the opening of such proceedings has been rejected due to lack of assets.
- If the customer fails to pay by the due date, interest must be charged on the outstanding amount from the due date onwards, in accordance with the Interest Act. The right to claim additional damages and interest in the event of delays remains unaffected.
- The seller reserves the right to change prices during the year compared to the prices stated in the price list. The prices at the time of the order always apply. The prices do not include the statutory value added tax.
- Transport charges: For more information, please refer to the order confirmation/freight cost notice in the online shop's shopping cart.
4. Delivery
- Unless otherwise agreed, our distribution warehouse or the warehouse of the company acting on our behalf shall be the place of performance for the delivery. Each delivery is made for the account and at the risk of the buyer. In so far as no specific mode of transport has been agreed, we reserve the right to determine the mode of transport.
- We reserve the right to carry out the orders in partial deliveries – as far as the buyer can reasonably be expected to accept the same and in so far as not otherwise agreed. Complaints in relation to partial deliveries do not release the buyer from the obligation to accept in accordance with the contract the remaining quantity of the products ordered. Due to production constraints in the manufacturing of edgings, we may have to deliver +- 20 % of the order quantity. This will be treated as a complete delivery and the balance will not be delivered. The buyer will only be invoiced for the quantity received.
- A prerequisite of our compliance with our delivery commitments is the punctual and proper fulfilment of the obligations on the part of the buyer. We reserve the right to plead non-performance of the contract.
- If the buyer is in default or culpably in breach of other duties of cooperation, we are entitled to demand compensation for the loss we have suffered in this connection, including any increased expense. We reserve the right to make further-reaching claims.
- Should the transport or the collection be delayed or not carried out due to circumstances for which we are not responsible, the risk shall pass to the buyer on the day of notification of the readiness for transport or acceptance.
- We shall also be liable in accordance with the statutory provisions if, as a consequence of a delay in delivery for which we are responsible, the buyer is entitled to claim that they no longer have an interest in the further performance of the contract. Should we fail to deliver within the agreed timeframe, we are obliged to inform the buyer as soon as possible of the expected delivery date if the buyer requests so in writing. If part of the delivery is not made within the delivery period specified above, the buyer is entitled to demand delivery by giving us written notice and to set a final deadline for this, which must be reasonable with regard to the reason for the delay and the delay that has already occurred. If we fail to deliver within the time limit set by the buyer for a reason other than one for which the buyer is responsible, the buyer is entitled to partially terminate the contract regarding the products that could not be delivered. This needs to be done in writing. Furthermore, we are not liable for any delays, whether caused by unforeseeable events or by errors or omissions for which we are responsible. No claim for damages may be made against us, whether for direct or indirect losses. If the delay is attributable to any of the circumstances referred to in clause 6 or to acts or omissions on the part of the buyer, the delivery period shall be extended, notwithstanding the liability for delays referred to in the preceding paragraph, to the extent deemed reasonable in the circumstances. This applies regardless of whether the reason for the delay arises before or after the agreed delivery deadline.
- Where the default in delivery for which we are responsible results from the culpable breach of a fundamental contractual obligation, our liability shall be governed by statutory provisions; however, our liability for damages shall also here be limited to the foreseeable damage typically suffered in such cases.
- For returns that are due to reasons for which the buyer is responsible, we charge a fee of 20% of the value of the returned goods, but at least €20. The return of goods is only possible after prior arrangement between buyer and us. We only accept the return of packed goods that are sufficiently protected against damage and soiling. Goods made to specification may not be exchanged.
- We are not obliged to deliver if our supplier goes into liquidation, suspends payments or, for any other reason, fails to deliver the goods in question to us on time.
5. Notification of defects
- The customer has to inspect the purchased item without delay and check whether it is in flawless condition and has been supplied in full. This inspection also includes partially removing a protective film to assess whether the delivered item displays any colour discrepancies or damage. Any visible faults, wrong or excess amounts are to be made known immediately in writing.
- The buyer has to notify us no later than 8 days following the discovery of any defects which were not immediately evident. This must be done in writing.
- We are to be given the opportunity of examining the defect ourselves and/or to have it examined by specialists instructed by us. We are entitled to exercise these rights unless the customer convinces us that immediate action needed to be taken on account of imminent danger. Coverage of the costs for externally instructed experts requires written agreement on an individual basis. Contractual penalties shall only be effective against us if they have been laid down for each individual case in a separate agreement.
6. Tolerances
Various tolerances in the dimensions of our products can be found in the relevant technical data sheets (on the product) on our website.
7. Force majeure
The following circumstances shall constitute grounds for exemption from liability if they arise after the conclusion of the contract and prevent its completion: industrial disputes and all other circumstances beyond the parties' control, such as fire, war, mobilisation or unforeseen call-ups for military service on a significant scale, requisitioning, confiscation, foreign exchange restrictions, riots and civil unrest, shortage of transport, general shortage of goods, cancellation of major works, restrictions on power supply, and defects or delays in deliveries from subcontractors attributable to any of the circumstances mentioned in this clause.
8. Liability for defects
- Determining whether the products delivered by us are free from defects primarily depends on the contractually agreed properties of the products. We are not liable for defects in materials supplied by the buyer or in a design requested by the buyer. Our liability applies only to defects that arise under the operating conditions specified in the contract and when the product is used for its intended purpose. We are liable for defects in the goods delivered as follows: We will remedy any defects in the goods delivered, either by repairing them free of charge or by supplying a replacement at our discretion. If two attempts to repair or one attempt to replace a delivery fail, the buyer may withdraw from the contract or demand a reduction in the purchase price and – provided the legal requirements are met – compensation in lieu of delivery. The statute of limitations for claims for defects, insofar as these relate to rectification, replacement, compensation in lieu of performance, or reimbursement of wasted expenditure, is one year. If the goods are used more intensely than we can reasonably expect, this period is shortened accordingly. The relevant period begins when the risk in the goods passes onto the buyer. This does not include defects attributed to inadequate maintenance or improper installation by the buyer, modifications carried out without our written consent, errors in repairs carried out by the buyer, or normal wear and tear. Furthermore, we are not liable for any defects in the goods supplied. This applies to any losses caused by the defects, such as business interruptions, loss of profit and other indirect losses. Notwithstanding the liability for defects set out in the preceding paragraph, our obligations in respect of any part of the delivery shall not extend beyond two years from the date of the invoice. For materials intended for installation in buildings, the statute of limitations is one year from the date of approval of the building works, but not more than five years from the date on which the risk associated with the purchased product passes to the buyer.
- Where defects have been notified, payments on the part of the buyer may be withheld to an extent, which lies in a reasonable relationship to the material defects which have arisen.
9. Liability - Damages
- Should we have breached contract through wilful misconduct or gross negligence, we shall be liable in accordance with Danish law. Liability for damages under the Product Liability Act remains unaffected. We accept no liability for business interruptions, loss of profit or any other indirect damages.
- Our liability is limited to damages that were foreseeable at the time the contract was concluded. Should we be guilty of a breach of duty in the form of deliberate intent or gross negligence, our liability shall be governed by statutory provisions. We shall likewise be liable for damage arising from injury to life, limb or health, which arises from a negligent or deliberate breach of duty on our part or on the part of our statutory representatives or vicarious agents. Liability for damages based on the German Product Liability Act remains unaffected.
- Liability is limited to the amount covered by our general liability or product liability insurance, unless the sum insured is less than the reasonably foreseeable damages. We are liable to the buyer unless the insurance claim is triggered and unless the insured amount is exceeded. Under the Product Liability Act, we are liable for damage only if the injured party can prove the damage, the defect and the causal link between the defect and the damage. We are not liable for any damage to property or personal effects that occurs whilst the goods are in the buyer’s possession. Nor are we liable for damage to products manufactured by the buyer, or to products in which these are incorporated. However, we are liable for damage to property and personal effects under the same conditions as for personal injury. We accept no liability for business interruptions, loss of profit or any other indirect damages. Insofar as we are held liable to third parties for product liability, the buyer is obliged to indemnify us to the same extent that our liability is limited in accordance with the preceding paragraphs. If a third party makes a claim for damages against either party under this clause, that party must notify the other party immediately. The parties are mutually obliged to submit to the jurisdiction of the court to hear claims for damages brought against either of them in respect of damage allegedly caused by the delivery. However, the relationship between the parties shall always be governed by clause 13.
- We are also liable if the damage incurred results from a breach of a fundamental contractual obligation, the fulfilment of which is essential to achieving the purpose for which the customer entered into the contract, and on the fulfilment of which the buyer relied and was entitled to rely. Should we be liable in this respect, our liability shall be restricted to the damage foreseeable at the point in time of the conclusion of the contract. In the case of material and material consequential damage negligently caused by us, we shall be liable in such manner that we limit our liability as towards the buyer to the replacement sum paid by the general liability or product liability insurance. However, this limitation on liability shall only be effective if the insurance cover sum lies within the scope of the foreseeability of the above-mentioned material or material consequential damage. To the extent that the insurance does not assume payment, without the cover sum being exceeded, we assume the subsidiary liability as towards the buyer.
- Insofar as liability for damages is excluded or limited vis-à-vis us, this shall also apply with regard to the personal liability for damages of our staff, workers, employees, representatives and vicarious agents.
10. Reservation of ownership
We reserve ownership of the item purchased up until all payments under the contract of delivery are received.
11. Recourse against the supplier
Where claim is made against the buyer by an end consumer on account of a defect in the delivery for which we are responsible, the rights of recourse to which the buyer is entitled against us shall lapse by limitation in accordance with the statutory provisions, calculated as from the passing of risk in relation to the respective delivery. The recourse shall be restricted however to the buyer’s being able to demand reimbursement from us of the expenditure incurred in the removal of the defect. In all other respects, the provisions of clause 9 concerning liability and damages shall apply.
12. Data protection
We process the buyer’s personal data for the purposes of fulfilling the contract and maintaining the customer relationship, including order processing, delivery, invoicing, customer support and the necessary risk and claims management (Article 6.1 (b) of the GDPR). Where necessary, processing may also be based on legitimate interests (Article 6.1 (f)) or legal obligations (Article 6.1 (c)). Data may be disclosed to third parties where this is strictly necessary for the performance of the contract or the handling of claims (e.g. to insurers, freight forwarders, payment service providers, IT/hosting providers and specialist consultants), provided that appropriate data protection measures and, where necessary, data processing agreements are put in place. For transfers outside the EEA, we ensure an adequate level of protection in accordance with Chapter V of the GDPR (e.g. adequacy decisions or standard contractual clauses).
13. General information – place of jurisdiction
- The place of performance for our deliveries, performances etc. shall be our main place of business unless otherwise provided in the contract of supply itself.
- Danish substantive law applies exclusively, with the exception of the provisions of private international law and the Convention on Contracts for the International Sale of Goods (CISG).
- The court of competent jurisdiction for all disputes arising from or in connection with this contract shall be that at the location of our main place of business. We reserve the right, however, also to sue the buyer at the competent court at his place of residence.
- The buyer may only assign the rights under this contract to third parties with our written consent, which we shall only refuse on reasonable grounds.
- The buyer may only use or file applications for trademarks, brand names and other signs of the manufacturer with prior written consent and only in the interest of the seller.
- Should individual provisions of these Standard Terms and Conditions of Supply and Payment be or become ineffective, the effectiveness of the remaining provisions shall remain unaffected. In this case the contracting parties shall be required to replace an ineffective regulation with a regulation that comes as close as possible to the commercial purpose of the ineffective regulation and that is itself effective. In this case, the statutory provision shall apply insofar as a supplementary interpretation of the contract is required for the purpose of filling gaps.
April 2026