Unless otherwise agreed in writing, these general terms and conditions of sale and delivery (hereinafter referred to as ‘Terms and Conditions’) apply to supplies made by 2San Unit 11, Oakwood Way, Carnforth Business Park, Carnforth, LA5 9FD (hereinafter referred to as ‘the Seller’) to the Buyer. The Buyer’s general terms and conditions of purchase will not be taken into consideration, regardless of whether such terms and conditions form part of the Buyer’s sales documents, including acceptance. The above applies regardless of when such terms and conditions of purchase may be received. These Terms and Conditions apply to sales to businesses (B2B) and to consumers (B2C), always provided that mandatory consumer protection provisions take precedence over these Terms and Conditions, but also provided that any of the below provisions that can be validly agreed for a consumer sale will remain in force individually. The Seller reserves the right to amend the Terms and Conditions. The Terms and Conditions in force at the time of the conclusion of the agreement will be considered to have been agreed between the Seller and the Buyer, irrespective of whether delivery is made after an amendment has been made, unless the Seller expressly warned the Buyer of the future amendments before the agreement was concluded.
2. Offers & Acceptance
The Seller’s written offer, which does not stipulate a time for acceptance, will lapse if the Seller has not received matching acceptance within eight days of the date of the offer. Oral offers must be accepted immediately. The Seller’s offer is made subject to intermediary sales. The Seller may reject the Buyer’s offer (order) to the Seller without stating a reason. To be binding on the Seller, the Seller’s acceptance must be in writing (order confirmation) and may include conditions that do not appear from these Terms and Conditions. In the event that the Buyer refuses to accept conditions that do not appear from these Terms and Conditions, the Buyer must forthwith inform the Seller to that effect in writing. If the Buyer rejects the special conditions appearing from an order confirmation, the Seller may choose to accept the original order without special conditions, and the Buyer will be bound by its offer provided the Buyer receives notice of the Seller’s acceptance within 24 hours of the Buyer’s rejection of the Seller’s special conditions.
All prices are stated in Danish kroner, excluding VAT, freight, customs duties, taxes and other charges unless otherwise stated. If changes are made to the prices of the offered or agreed supply as a result of changes in cost prices, commodity prices, foreign exchange rates, freight, customs duties, taxes, charges, etc., the Seller is entitled to change the prices offered to and/or agreed with the Buyer. If the supply is covered by a price list used by the Seller, the price of the supply will be fixed on the basis of the price list applying at the time of delivery. The Seller may change all prices stated in catalogues, price lists handed out, etc., without notice. Prices in catalogues, price lists handed out, etc., do not constitute offers but an invitation to the Buyer to make an offer.
Payment must be made no later than eight days from the date of invoice, unless another due date appears from the invoice or has otherwise been agreed between the parties. In case of late payment, default interest at the rate of 2% for every month or part of a month will be charged from the due date. Payment by way of set-off is not possible if the counter-claim is disputed. Non-compliance with the Seller’s terms of payment is considered a material breach entitling the Seller to stop further supplies and demand that any outstanding amount, whether due or not due for payment, be paid immediately. For each reminder sent, a reminder fee equivalent of DKK 310.00, will be charged. Payment for goods collected by the Buyer at the Seller’s warehouse must be settled immediately unless otherwise agreed. The Seller is entitled to demand payment in advance any time this may be deemed necessary or desirable, including for subsequent part deliveries, even if previous deliveries of the same order were made on an invoice basis. Instead of paying in advance as demanded, the Buyer may provide a bank guarantee for the payment or similar security acceptable to the Seller.
5. Product information and changes
Information provided in product information is only binding to the extent that the Seller refers expressly to such information in writing. The Seller reserves the right to make changes in all product specifications without notice if the Seller can do so without causing significant inconvenience to the Buyer. Drawings, specifications, etc., handed out by the Seller before or after the conclusion of the agreement remain the Seller’s property and may not be disclosed without the Seller’s written consent.
6. Right of substitution:
The Seller’s primary objective is to deliver the goods ordered as quickly as possible to the Buyer. To meet the objective of fast delivery, in the event that the goods ordered are sold out or in the event of long delivery time, the Seller reserves the right to substitute a product ordered for a similar product without the Buyer’s prior acceptance. The Seller supplies the substitute in the same size and quality as the product ordered, or as close to the product ordered as possible and may demand that the Buyer pay for the substitute in question. Should the Buyer not want substitutes according to this provision, the Buyer must expressly point this out to the Seller when placing the order.
7. Returned goods:
The Seller will only receive returned goods if the parties have agreed on this in writing. In any case the crediting of the returned goods is subject to the goods being marketable, undamaged and in original, unopened packing. For the agreed return of a product, the Seller charges a handling fee of 20% of the original selling price of the returned goods excluding VAT. VAT will be added to the handling fee. For the agreed return of a product with a view to replacement by another size or version, the Seller charges a handling fee of 10% of the original selling price of the returned goods excluding VAT. VAT will be added to the handling fee. The Buyer must pay all shipping and delivery costs in connection with the return.
8. Delivery and shipping:
All purchases are ex the Seller’s warehouse unless otherwise agreed. The Buyer bears the shipping risk, regardless of the choice of delivery and shipping method. The Buyer must take out any shipping insurance. All shipments made by the Seller are subject to the place of unloading being accessible by passable roads. The Buyer is responsible for immediate unloading, and any waiting time is for the Buyer’s account.
9. Time of delivery:
The time of delivery is fixed by the Seller using its best judgment according to the circumstances existing at the time the offer and/or the agreement was made. Unless otherwise agreed in writing, a postponement of the delivery time by 21 working days is considered timely delivery in every respect, meaning that the Buyer cannot exercise any powers vis-à-vis the Seller on this account. The Seller must inform the Buyer of any changes in the time of delivery without undue delay.
10. Defects and complaints:
Upon delivery, the Buyer must immediately and no later than three days from receipt of the goods make such examination of the goods as is required by good business practice. If the Buyer intends to rely on a defect, the Buyer must notify the Seller of such intention immediately after any defect is or ought to have been detected with a description of the defect. If the Buyer has or ought to have detected the defect and fails to complain as stated above, the Buyer cannot rely on the defect at a later time. At the Seller’s discretion, defects in the product sold will be remedied or replaced, or the purchase price of the product sold will be credited to the Buyer. If the Buyer fails to notify the Seller of a defect within two weeks of the date of delivery, the Buyer cannot rely on the defect at a later time. Any change of or intervention in the goods sold without the Seller’s consent relieves the Seller of any liability and obligation. No warranty is provided on goods purchased or services rendered.
11. Retention of title:
Within the limits of the mandatory rules of law, the Seller reserves the title to the goods sold until the Buyer has paid the entire purchase price, including any costs incurred and paid by the Seller on the Buyer’s behalf in connection with delivery, shipment and insurance of the goods, or until the agreed security has been provided. Until such time, the Buyer will not be entitled to resell the goods or otherwise deal with them in a manner that is contrary to the Seller’s retention of title. In the event that the goods are changed or processed but without losing their distinctive character or identity, the retention of title is maintained, such that it includes the changed or processed goods for the value they represented without the change or processing. Once the Buyer has paid or provided the agreed security for all amounts due, and the title to the goods has passed to the Buyer, the Seller must confirm this on the Buyer’s demand.
12. Limitation of liability:
For claims relating to the Seller’s performance or non-performance of its obligations, the Buyer is entitled to compensation for direct losses with the following limitations: The Seller’s liability to pay compensation is limited to direct damage/losses and, regardless of the cause and nature of the claim, is limited to the amount invoiced for the service that caused the damage/loss or is the cause of or directly connected with the claim for compensation. The Seller is not liable for non-delivery, provided the non-delivery is due to non-delivery on the part of subcontractors, significant price increases (more than 5% on the Seller’s purchase price) on the products or such circumstances as are otherwise mentioned in clause 12. The Buyer can only claim repayment of the purchase price if the purchase price has been paid and otherwise after a reasonable demand for delivery has been made. The Seller is in no circumstances liable to pay compensation to the Buyer for loss of profits, lost savings or other indirect losses or consequential losses arising from the use of the goods sold or lack of possibility of using them, regardless of whether the Seller was informed of the possibility of such claims.
13. Force majeure:
The Seller is not liable in damages to the Buyer for losses that originate from circumstances of an unusual nature and prevent, complicate or increase the cost of performing the agreement if such circumstances occur after the offer was made and are outside the Seller’s control, including: labour disputes (strikes and lockouts), fire, war, riot, civil unrest, weather conditions and natural disasters, currency restrictions, public seizure, import or export bans, interruption of ordinary traffic, including energy supply, significant increases in prices and/or charges, currency fluctuations, production and delivery difficulties resulting from circumstances for which the Seller is not responsible as well as the occurrence of force majeure and/or hardship for relevant subcontractor.
14. Product liability:
The Seller is liable and/or responsible for product liability in accordance with the product liability provisions of Danish law. The Buyer must inform the Seller immediately if any third party brings a product liability claim against the Buyer. To the extent not otherwise provided by mandatory rules, the Seller is not liable for operating losses, loss of profits or other indirect losses. In the event that a third party brings a product liability claim against the Seller, the Buyer accepts that it may be joined as a party to the action or sued before the court or arbitration tribunal hearing the case. In the event that a product is recalled as a result of its properties, the Seller will only be liable to the Buyer for an amount corresponding to the purchase price of the recalled product. 15. Disputes, governing law and legal venueDisputes, governing law and legal venue: Any dispute between the parties that cannot be settled amicably must be settled by the Maritime and Commercial Court in Copenhagen, or – if the Maritime and Commercial Court has no subject-matter jurisdiction to consider the case – by the District Court of Glostrup subject to application of Danish law. However, Danish private international law that refers to foreign law as well as to the Convention on Contracts for the International Sale of Goods (GISG) will not apply.