Terms and conditions of sale and delivery for the sale of movable property between traders in Denmark

Validity
The terms and conditions of sale and delivery apply to all offers, sales, and deliveries, unless otherwise agreed in writing.

2. Offer
All offers are made subject to prior sale, cf. point 3. If the seller submits an offer that does not state a specific acceptance deadline, the offer shall lapse if acceptance has not reached the seller no later than 4 weeks from the date of the offer.

3. Intermediate sale
Until the buyer's acceptance has been received by the seller, the seller is entitled to enter into an agreement with a third party regarding the offer, with the effect that the offer lapses with respect to the buyer. Upon receipt of the acceptance, the seller shall, without undue delay, notify the buyer in writing that the offer has lapsed.

4. Price
All prices are in Danish Kroner and exclude VAT. The buyer is obliged until delivery to accept changes in price due to documented increased costs for the seller resulting from changes in exchange rates, duties, taxes, levies etc. relating to the agreed delivery.

5. Payment

• 5.1. Payment must be made no later than the date specified on the invoice as the final due date. If no such date is specified, payment shall be made in cash upon delivery.
• 5.2. If delivery is postponed due to the buyer's circumstances (debtor's default), the buyer is - unless the seller informs the buyer otherwise in writing - nevertheless obliged to make any payment to the seller as if delivery had occurred at the agreed time.

5.3. If payment is made after the due date, the seller is entitled to charge interest on the outstanding balance at any given time from the due date at the Danish National Bank’s officially set lending rate plus 7 %.
5.4. The buyer is not entitled to offset any counterclaims against the seller that have not been acknowledged in writing by the seller, and has no right to withhold any part of the purchase price due to counterclaims of any kind.

6. Retention of Title

• 6.1. The Seller reserves ownership of the sold item until the full purchase price, including any accrued costs, has been paid to the Seller or to whoever their rights have been assigned, subject to mandatory legal provisions and as referred to in clause 15.
• 6.2. If the goods are sold with a view to them being subsequently incorporated into or combined with other items, the goods sold shall not be covered by the retention of title once the incorporation or combination has taken place.
• 6.3. In the event of transformation or processing of the sold item, the retention of title shall be maintained to encompass the transformed or processed item to an extent corresponding to the value that the sold item represented at the time of sale.

7. Delivery

• 7.1 Delivery shall take place from the seller's address, regardless of whether the seller, by their own staff or by a third party in accordance with a separate agreement with the buyer, delivers the sold item to the buyer.
• 7.2. Delivery times are determined by the seller to the best of their ability, in accordance with the circumstances prevailing at the time of the offer/conclusion of the agreement. Unless expressly stated otherwise
• Agreed, a delay in the delivery time of 14 days due to the seller's circumstances shall be deemed in all respects as timely delivery, such that the buyer cannot exercise any rights against the seller on that ground.
• 7.3. If a delay in delivery is due to the seller being in a situation as stated in clause 12.3, the delivery time shall be extended by the duration of the hindrance, however, both parties shall be entitled to cancel the agreement without liability when the hindrance has lasted for more than 3 months. This provision shall apply regardless of whether the cause of the delay occurs before or after the expiry of the agreed delivery time.
• 7.4. In the above-mentioned cases, the Seller shall without undue delay inform the Buyer of any changes to the delivery time.

8. Packaging

• 8.1. Packaging shall be at the buyer's expense, unless it is expressly stated that this is included in the price.
• 8.2. Packaging is only accepted for return by separate agreement.

9. Product Information
Drawings, specifications, and similar items, issued by the seller before or after the conclusion of the agreement, remain the property of the seller and must not be disclosed without written agreement or otherwise misused.

10. Product changes
The seller reserves the right to make changes to agreed specifications without prior notice, if this can be done without inconvenience to the buyer.

11. Missing items and complaints

• 11.1. Upon delivery, the buyer must immediately carry out such an inspection of the goods sold as is required by proper business practice.
• 11.2. If the buyer wishes to claim a defect, the buyer shall, immediately after the defect has been or ought to have been discovered, give the seller written notice thereof, stating the nature of the defect. If the buyer has discovered or ought to have discovered the defect and fails to complain as stated, he cannot later assert the defect.
• 11.3. At the seller's discretion, defects in the sold item will be rectified, or the sold item will be replaced.
• 11.4. If repair or replacement in accordance with section 11.3. is not carried out within a reasonable time, the buyer is entitled, subject to the general rules of Danish law and these terms and conditions of sale and delivery, to terminate the agreement, claim a reduction in the purchase price, or claim compensation.
• 11.5. If the buyer has not claimed the defect from the seller within 6 months of the delivery date, they cannot later enforce it. For parts that have been replaced or repaired in accordance with section 11.3, the seller undertakes the same obligations as those that apply to the originally sold item for a period of 6 months, however, the seller's liability for defects cannot be extended for any part of the sold item beyond 1 year from the original delivery date.
• 11.6. Any alteration to or interference with the goods sold without the seller's written consent shall release the seller from any obligation.

12. Limitation of Liability

• 12.1 A claim for damages against the seller cannot exceed the invoice amount for the item sold.
• 12.2. The Seller shall not be liable for loss of profit, loss of earnings or other indirect losses in connection with the agreement, including indirect losses arising from delays or defects in the sold item.
• 12.3 The following circumstances shall exempt the seller from liability if they prevent the fulfilment of the agreement or make fulfilment unreasonably burdensome: labour disputes and any other circumstance beyond the parties' control, such as fire, war, mobilisation or unforeseen military call-ups of a similar scope, requisitioning, seizure, currency restrictions, revolt and civil unrest, shortage of transport, general scarcity of goods, restrictions on power, and defects in or delays in deliveries from subcontractors which are due to circumstances mentioned in this clause. Circumstances mentioned which had occurred prior to the submission of the tender/conclusion of the agreement shall only exempt from liability if their impact on the fulfilment of the agreement could not have been foreseen at that time.
• 12.4. The seller is obliged to inform the buyer in writing without undue delay if circumstances as mentioned in point 12.3 occur.

13. Returns

• 13.1. Goods sold will only be accepted for return by prior written agreement.
• 13.2. In cases where the buyer is entitled to cancel the transaction, or if the sold item is returned to the seller for exchange or repair of defects, the sold item shall be sent to the seller in its original packaging at the buyer's expense and risk. To the extent that the seller incurs shipping costs etc., the seller is entitled to demand reimbursement from the buyer and to offset these against any claims the buyer may have against the seller. Upon completion of the repair or exchange, the buyer is obliged to collect the repaired or exchanged item from the seller at their own expense and risk.

14. Product liability
For product liability, the currently applicable rules of Danish law apply. To the extent that no other mandatory legal rules apply. the seller is not liable for loss of profit, loss of earnings, or other indirect loss.

15. Transfer of rights and obligations
The seller is entitled to transfer all rights and obligations under the agreement to a third party.

16. Disputes

Any dispute between the parties shall be settled by the courts in accordance with Danish law.