2.1 A binding agreement for the sale and delivery of the Goods (referred to herein as the “Contract”) shall only be established when the Seller has either issued a written confirmation or has proceeded with the delivery of the Goods, whichever occurs first.

2.2 If the Seller’s order confirmation and/or sales invoice does not align with the Customer’s purchase offer, the Customer must notify the Seller in writing of such discrepancy without undue delay. Failure to provide such notification shall result in the Contract being concluded on the terms set out in the Seller’s order confirmation and/or sales invoice, including these Terms and Conditions.

2.3 The Seller shall not be held responsible for any typographical, clerical, or other mistakes or omissions in sales literature, quotations, price lists, acceptances of offers, invoices, or any other documents or information issued by the Seller. The Seller reserves the right to correct any such errors or omissions at its discretion.

2.4 Once an order is accepted by the Seller, it cannot be cancelled by the Customer unless the Seller has provided written consent. Any such cancellation shall be conditional upon the Customer indemnifying the Seller for all resulting costs and losses.

3.1 The price of the Goods shall be based on the Seller’s quoted price. See also Clause 2.1.

3.2 Unless otherwise stated in writing by the Seller, all quoted prices are net and based on CIF delivery terms (as defined by Incoterms 2020), exclusive of taxes and duties.

3.3 The quoted prices are based on prevailing raw material prices, subsidies, exchange rates, customs tariffs, and similar factors at the time of the quotation. In the event of changes in any of these elements, the Seller reserves the right to revise the prices accordingly and adjust the Contract terms accordingly.

4.1 Unless the Seller has confirmed otherwise in writing, payment shall be made in net cash. If the Seller grants the Customer credit, the Customer must provide adequate security for such credit on terms approved by the Seller. Unless otherwise agreed in writing, the maximum credit term is 30 days from the date of shipment.

4.2 Payment shall only be considered effected when the due amount, without any deductions, has been received in the Seller’s designated account. Agents and distributors are not authorized to receive payments.

4.3 The Customer is not entitled to withhold, deduct, or set off any amounts from payments due to the Seller unless this has been explicitly confirmed in writing by the Seller.

4.4 The Seller shall be entitled to cancel the Contract and/or suspend any further deliveries under any current Contract until all outstanding sums have been paid in full.

4.5 Title in the Goods shall pass from the Seller to the Customer only when payment of all sums due has been made in full.

5.1 Unless the Seller has confirmed otherwise in writing, delivery shall be made under CIF terms (Incoterms 2020).

5.2 All dates quoted for delivery of the Goods shall be approximate, and the Seller shall not be liable for any losses or damages, howsoever caused, suffered by the Customer due to any delay in delivery or non-delivery of the Goods.

5.3 If the Customer does not take timely delivery of the Goods or fails to provide necessary delivery instructions, the Seller may, at its discretion, extend the delivery or shipment time, store the Goods at the Customer’s risk and expense, or cancel the Contract or part thereof, without prejudice to any other rights or remedies the Seller may have.

5.4 Partial deliveries, split shipments, and transshipments are permitted. Each partial delivery shall be deemed to fulfill a separate and independent Contract.

5.5 Risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery as defined in Clause 5.1, or if the Customer wrongfully fails to take delivery of the Goods, at the time when the Seller has tendered delivery of the Goods.

5.6 The Customer undertakes to abide strictly by the instructions of the Seller in respect of the customs handling of the Goods and to provide to the Seller, as and when requested by the Seller, all relevant documents, including but not limited to export/import documents from EU member states and/or third country required for the entitlement to export refunds or other subsidies. The Customer shall be liable for and shall hold harmless the Seller and its affiliates from and against all costs and losses suffered or incurred by the Seller and its affiliates as a result of the Customer’s breach of this undertaking.

6.1 Upon receipt of the Goods, the Customer shall immediately carry out a thorough inspection to determine whether the Goods conform to the Contract.

6.2 The Customer shall lose the right to rely on a non-conformity in the Goods if the Customer fails to notify the Seller thereof in writing, specifying the nature of the non-conformity. The Customer must notify the Seller about the non-conformity as soon as possible after the Customer has discovered or ought to have discovered such non-conformity. In any case the Customer shall lose the right to rely on a non-conformity if more than 30 days have passed from receipt of the Goods.

7.1 Unless explicitly confirmed in writing by the Seller, the Goods shall only comply with the legal requirements in the country of manufacture. The Seller accepts no responsibility for compliance with laws, rules, or regulations in the country of delivery and does not assume any related risk or liability.

7.2 The Customer shall ensure full compliance with all legislation, administrative rules, and regulations applicable to the import of the Goods into the country of distribution, as well as any rules governing subsequent processing, marketing, resale, distribution, or use of the Goods.

7.3 If the Goods are non-conform due to circumstances for which the Seller is liable, the Customer has to notify the Seller and provide evidence of the non-conformity as soon as possible and within the time limits contained in Clause 6.2. The Seller has the right to request more detailed evidence of the non-conformity. If the Seller accepts the non-conformity the Seller may at its discretion either issue a credit note in respect of such non-conforming Goods, make a deduction in the price of the Goods corresponding to the reduced value of the Goods, or replace the non-conform Goods.

No further remedy is available to the Customer in the event of non-conformity of the Goods, howsoever caused.

7.4  The Seller shall never be liable for the Customer’s operating loss, loss of orders, loss of income, loss of profits, loss of time, loss of public subsidies, loss of goodwill or for any special, indirect or consequential losses or damages whatsoever, howsoever caused.

7.5  The Seller is not liable for the fitness for intended purpose of the Goods and the Customer undertakes the risk and liability that the Goods are suitable for the purpose for which they are marketed and/or used.

7.6  Unless otherwise confirmed in writing by the Seller, the Seller shall at all times without incurring liability be entitled to modify or amend the specifications, production processes, packaging and/or labelling of the Goods without notice to the Customer.

7.7  Force majeure: The Seller shall not be liable for a failure to perform any of the Seller´s obligations or deemed in breach thereof, if the Seller shows that the failure was due to an impediment beyond the control of the Seller, see below. The occurrence of such an event relieves the Seller from damages, penalties, and other contractual sanctions.

Such events shall include in particular but shall not be limited to strikes, lockouts, labour disputes, interruptions of operations, explosion, fire, natural disasters, governmental measures and restrictions imposed by national or foreign authorities, confiscation, embargoes, currency restrictions, lack of transport, veterinary diseases, malicious tampering, civil war, acts of terror, environmental measures and defective or delayed supplies from subcontractors.

Further, the Seller shall obtain postponement of the time for performance for such period as may be reasonable, thereby excluding the Customer’s right, if any, to terminate or revoke the Contract.

7.8  Where the performance of a Contract becomes onerous on the Seller due to the occurrence of events that fundamentally alter the preconditions of the Contract either because the costs of performance have increased or the performance for other reasons, for example events as mentioned above, is subject to hardship, the Seller shall be entitled to withhold performance or be released of such Contract without incurring liability.

8.1  The Customer agrees to hold harmless and indemnify the Seller, its affiliates and representatives against and from all costs, losses, liabilities, damages and expenses arising out of or resulting from the death of or injury to any person or from any damage to or loss of property due to the acts and/or missions of the Customer.

8.2  The Seller shall only be liable for physical injury and/or damage to property caused by the Goods if it is proven that the injury or damage is attributable to the Seller or such liability follows from applicable mandatory law.

8.3  The Seller shall never be liable for any operating loss, loss of orders, loss of income, loss of profits, loss of public subsidies, loss of goodwill or for any special, indirect or consequential losses or damages whatsoever, howsoever caused.

8.4  Recall: In the event of a recall of the Goods instigated by the Seller or by a competent authority, the Customer shall in consultation with the Seller take all necessary actions that are appropriate in the circumstances. These may include, without limitation, to stop delivery of the Goods and to recall the Goods from warehouses, distributors and retailers. The Customer shall not be allowed to interfere with the recall proceedings, which shall be controlled by the Seller only, and the Customer

shall not make public any actual or planned recall of the Goods, except as provided by applicable mandatory law or as specifically instructed by the Seller.

9.1  If any provision contained in these Terms should be held to be void or unenforceable, the validity of the other provisions shall not be affected thereby.

9.2  No waiver by the Seller of any breach by the Customer, or failure by the Seller to insist on the Customer’s performance of obligations shall be considered a waiver of any subsequent breach of the same or any other provision.

9.3  The Customer shall hold in confidence and not disclose to any third party any confidential information disclosed by the Seller. The Customer shall not use such information for the Customer’s own benefit or the benefit of any third party.

9.4  Nothing in the relationship between the Seller and the Customer shall create an agency, partnership or joint venture between the Parties and in specific the Customer shall not be entitled to make any representation or warranty on behalf of the Seller.

10.1  Any dispute arising between the Seller and the Customer out of or in connection with any Contract, including questions relating to the validity, performance and/or construction of any Contract, or out of or in connection with any offer, quotation, order confirmation issued by the Seller, delivery of the Goods to the Customer, or relating to the construction of these Terms, shall be settled in accordance with Danish law.

10.2  Mediation
In the event of a dispute between the Parties, the Parties shall try to settle the dispute by mediation arranged by Mediationsinstituttet (The Danish Mediation Institute, www.mediationsinstituttet.dk) in accordance with the “Rules of Procedure of Mediationsinstituttet”. If, in the opinion of one of the Parties, a dispute or a disagreement has arisen between them, either party shall be entitled to file a request with Mediationsinstituttet for commencement of mediation proceedings.

The mediation clause does not prevent either of the Parties to initiate litigation proceedings in order to pursue a provisional remedy that is authorized by law or because of statutes of limitation etc.

If the dispute is not settled by mediation, either of the Parties is entitled to instigate legal proceedings according to the provisions below.

10.3  Any dispute shall be settled before the courts of law in Denmark and legal proceedings shall be instigated at the Maritime and Commercial Court of Copenhagen (Sø- og Handelsretten). In the event that the Maritime and Commercial Court of Copenhagen rules that the court is not competent, the dispute shall be referred to the District Court of Aalborg (Retten i Aalborg) as the court of first instance.

10.4  Notwithstanding the above, the Seller shall at all times at its discretion be entitled to initiate legal proceedings against the Customer in the country in which the registered office of the Customer is located.

SIRION SEAFOOD ApS
Møllegade 11A
9000 Aalborg Denmark
CVR No. 40212736
VAT No. DK40212736
tel: +45 31 41 97 89
sirion@sirionseafood.dk