General Trading Terms for Direct Purchases from Danish Comfort
1. Contractual basis
1.1 Unless otherwise agreed between the parties, all deliveries are carried out on the basis of the following Conditions.
2.1 Prices and elaborative information stated in price lists are always to be considered indicative. Stated prices do not include delivery and installation unless specifically stated in the agreement.
2.2 In case of increased customs, duties or price increase prior to delivery from the seller’s supplier, the buyer’s price will increase accordingly.
3. Special lines of product
3.1 Costs relating to product adaptations or modifications required by buyer prior to delivery is to be covered by buyer.
3.2 Products specifically purchased or manufactured on buyer’s request cannot be returned or purchased on a trial basis.
3.3 In case buyer requested changes to product specifications delays delivery, Seller is entitled to extend delivery time to buyer accordingly.
4. Trial Purchases
4.1 Purchase on trial can only take place in accordance with an express written agreement with the seller.
4.2 Unless otherwise agreed, the buyer is obliged to purchase a delivered sample item after a 14-day trial period.
4.3 Items for testing will be billed with a “return right” mentioned on the invoice.
4.4 Returns of sample items must be made in original packaging. Return of the item is at the buyer’s expense and risk.
4.5 The buyer is responsible for the item being returned in the same condition as upon receipt. If the item is returned in a damaged condition, the buyer is obliged to reimburse the seller’s repair costs. Reimbursement is made according to the current list price or the seller’s presentation of proof of costs for remediation.
5.1 Agreed delivery clauses are interpreted in accordance with the Incoterms in force at the conclusion of the agreement.
5.2 If no special agreement has been reached on such a delivery clause, delivery is considered to have taken place “Ex Works”. Packaging is calculated separately unless otherwise agreed.
5.3 In case Seller does not deliver within the agreed delivery time, Buyer may present a written reasonably final delivery deadline to Seller. If delivery does not take place within this deadline, Buyer is entitled to terminate the agreement by written notice to the Seller. Only in case the delay can be referred to Seller’s fault or negligence, Buyer is also entitled to compensation. Compensation can never exceed the additional costs of purchasing a similar item from another party and cannot include operating losses, profit losses or other indirect losses. Furthermore, compensation can never exceed the agreed purchase price.
5.4 In case successive delivery has been agreed, each delivery will be considered an independent delivery. Hence, defects in a partial delivery do not give the buyer authority to cancel an order of which the defect item is a partial delivery.
6. Returns and buyer’s receipt of the goods
6.1 In accordance with the general rules of Danish law, Buyer has no legal right to return an item unless this is expressly agreed with the seller. If Buyer chooses to return an item without prior agreement with Seller, returns are made at the buyer’s expense and risk.
6.2 If the buyer is prevented from or refuses to receive the agreed item within the agreed delivery time, delivery is considered to have taken place at the agreed delivery time. All costs associated with the delivery are covered by the buyer.
7. Payment terms
7.1 Payment must be made before Vendor’s stated deadline and in the method specified by Vendor. If payment deadline is exceeded, Buyer will be charged 1.5% default interest for each month of exceeded payment deadline.
8. Retention of ownership
8.1 The delivered items remain property of Vendor until Vendor has received full and final payment for the delivery from Buyer.
9. Output Samples
9.1 If Buyer has received and approved a sample product prior to final delivery, Buyer may not on final delivery, claim the right to complain about defects if the delivered item meets the same standard as the approved output sample.
10. Patents, registered designs, copyright, etc.
10.1 In case Buyer provides drawings, models or other instructions for Vendor to use in development and manufacturing of a required product, Buyer carries the sole responsibility for infringement of third party rights due to patent, design protection, copyright, etc. Buyer is obliged to reimburse Vendor for any costs and damages inflicted upon Vendor in connection with claims presented by third parties and related disputes.
11.1 Consumer Goods
11.1.1 Clause only applies to purchases when Buyer trades outside his business (consumer purchases).
11.1.2 Vendor is solely liable for product defects present upon delivery.
11.1.3 Vendor assumes no responsibility for errors and defects that can be attributed to Buyer’s failure to comply with Vendor’s instructions for proper handling or storage of the item.
11.1.4 If Buyer presents a complaint within 6 months after delivery, the defect is presumed to have been present upon delivery unless it is incompatible with the nature of the goods.
11.1.5 If Buyer presents a complaint about defects later than 6 months after delivery, Buyer carries the responsibility for proving that the defect did not occur later than 6 months after delivery and cannot be attributed to the buyer’s failure to comply with Vendor’s instructions, cf. 11.1.3.
11.6 If Buyer does not present Vendor for a claim for a defect within 24 months after delivery, Buyer’s right to complain about the item lapses.
11.7 At no time can Vendor be held liable for operating losses, lost earnings, work injuries or other indirect losses due to product defects.
11.2 Trade Purchases
11.2.1 Vendor is solely liable for product defects present upon delivery.
11.2.2 In the event of a complaint, Buyer has the responsibility to prove that the item was defective upon delivery.
11.2.3 Vendors cannot be held liable for errors and defects due to improper handling, treatment or use of the product after the item has come into the custody of the buyer.
11.2.4 If the buyer wishes to complain about defects and deficiencies in the product, such must be presented in writing to Vendor not later 24 months after delivery. Hereinafter, Seller cannot claim the claim the right to complain about the nature of the goods.
11.2.5 The buyer can only withdraw his order in case Vendor is not able to rectify any complaint within a reasonable time in which case the buyer can claim monetary compensation up to an amount corresponding to the price of the delivered item.
11.2.6 At no time can Vendor be held liable for operating losses, lost earnings, work injuries or other indirect losses due to product defects.
12. Product Liability
12.1 Vendor is liable under the provisions of the Product Liability Act, which cannot be derogated from by agreement. Vendor disclaims liability for product damage on any other basis. Product liability cannot exceed the coverage on the Vendor’s product liability insurance.
12.2 Vendor can never be held liable for operating losses, lost earnings, work injuries or other indirect losses with reference to product liability.
12.3 To the extent that Vendor is imposed product liability towards third parties, Buyer buyer is obliged to indemnify Vendor to the same extent as Vendor’s liability limitations covered in section 13.1 and 13.2.
12.4 If a third party makes a claim against one of the parties for liability under the Product Liability Act, the buyer and seller are mutually obliged to inform the other party about this.
12.5 Vendor and Buyer are mutually obliged to let themselves be summoned to court or an arbitral tribunal examining claims brought against one of them on the basis of damage allegedly caused by the material.
13. Governing Law and Jurisdiction
13.1 Any disputes are settled in accordance with the rules of the Danish Court of Justice at the court in Viborg as an agreed venue.