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1. Introduction
These terms of sale and delivery apply to all offers, orders and deliveries from Viggo Bendz (hereinafter “Seller”), unless otherwise agreed in writing between the Customer and the Seller. The terms of sale and delivery are deemed accepted upon acceptance of the Seller’s offer.
2. prices
2.1 All prices are stated in Danish kroner and are exclusive of VAT.
2.2 Until the time of delivery, the Seller is entitled to change the price of the ordered product(s) in case of unforeseen public regulation.
2.3 Until the time of delivery of the written order confirmation, the Seller is entitled to change the price of the ordered product(s) in accordance with current raw material prices (including iron, steel, metals, etc.). In the event of price changes after the order has been placed and up to the time of written order confirmation, the Customer shall be informed thereof.
3. Payment and payment terms
3.1 In orders where the purchase price is to be paid in installments, the terms of payment and payment deadlines are agreed individually between the Customer and the Seller
3.2 In orders where the purchase price is not payable in installments, payment for the full purchase price shall be made in accordance with the agreed payment terms printed on the order confirmation.
3.3 If the Customer does not pay on time, the Seller is entitled to default interest from the due date at the interest rate applicable under the rules of Danish law on interest and other aspects of late payment. The Seller is also entitled to compensation for the costs incurred in connection with the delayed payment.
4. Retention of title
4.1 The Seller reserves the right to the delivered goods until full payment has been made.
Full payment is deemed to have been made when all installment payments have been made or when the full amount has been paid.
4.2 As a consequence of the right to assert the retention of title, the Customer shall compensate any loss and costs incurred by the Seller in this respect.
4.3 The right to enforce the retention of title is in accordance with Consolidated Act no. 817 of 6/8-2019, Act on Credit Agreements
5. return conditions
5.1 When purchasing stock items, the Customer can return the product to the Seller at the Seller’s premises within 5 working days.
5.2 If the Customer cannot return the goods at the Seller’s premises, the Customer shall bear all costs and risks associated with the return.
5.3 When refunding the product, 30% of the purchase price will be deducted unless otherwise agreed between the Customer and the Seller.
5.4 When purchasing made-to-order products, the Customer cannot return the purchased products.
6. Delivery method and transfer of risk
6.1 If the product is to be transported to the Customer, the transportation is carried out by a carrier appointed by the Seller. The risk of accidental loss of the product is transferred to the Customer at the time when the product is handed over to the carrier appointed by the Seller.
6.2 With the above delivery method, the Seller undertakes to bear the full freight costs up to the time when the product has arrived at the agreed place of delivery.
6.3 The conditions mentioned in clauses 6.1-6.2 are equivalent to the CPT clause cf. INCOTERMS 2020.
6.4 In all cases other than those mentioned in clauses 6.1-6.3, delivery is Ex Works. The risk of accidental destruction of the product shall pass to the Customer at the time when the product is made available to the Customer at the address stated in the order confirmation/invoice.
6.5 The freight costs resulting from delivery Ex Works shall be borne by Customer.
6.6 The conditions mentioned in clauses 6.4-6.5 are equivalent to the Ex Works clause, cf. INCOTERMS 2020.
6.7 The Seller may agree with the Customer on other delivery methods than those mentioned above.
7. Delivery time and delivery location
7.1 The place of delivery shall be deemed to be the place where the Customer and the Seller have agreed pursuant to the selected INCOTERMS clause as referred to in section 6.
7.2 The time of delivery is considered to be the time when the risk for the product is transferred to the Customer, cf. clause 6, or when any installation has taken place and been transferred.
7.3 The time of delivery may be agreed for a specific date or within a specific fixed period.
7.4 We reserve the right to change the time of delivery in cases where the delay is due to circumstances for which the Seller is not responsible and which the Seller could not foresee, cf. also clause 11.
7.5 Delivery up to 5 business days after the delivery time agreed between the Customer and the Seller is considered on time.
7.6 If there is a delay beyond the time limit set out in clause 7.5 and the Seller is responsible for this, the Customer must notify the Seller
of a reasonable time limit for delivery if
the Customer wishes to exercise any remedies
for breach of contract.
If such a reasonable deadline is not notified within 5 days of the delay occurring, the Customer forfeits its right to cancel the purchase. If the Customer has set a delivery deadline in due time and delivery has not been made within this deadline, the Customer shall be entitled to exercise its remedies for breach of contract by giving clear notice to the Seller.
8. Duty to investigate and complaints
8.1 Upon receipt of the product, the Customer is obliged to immediately carry out an appropriately thorough inspection to become aware of any defects in the product. If the Customer finds or should find that the delivery is inadequate or defective, the Customer must immediately complain in writing to the Seller.
8.2 If the Customer later becomes aware of hidden defects in the product, the Customer must immediately complain in writing to the Seller.
8.3 If the Customer does not complain immediately as prescribed in clauses 8.1-8.2, the Customer forfeits the right to make a claim in connection with the defective condition in question.
8.4 Irrespective of the periods mentioned in clauses 8.1-8.2, the Seller is only liable for a period of two years for defects in the product, or defects in any installation, from the time when the product is delivered or from the time when the installation has taken place and the project handed over.
9. Liability for defects
9.1 If there is a defect in the product or if the Seller’s installation is defective, the Seller is entitled to remedy the defect by repair or replacement at its own discretion, provided there is a justified and timely complaint from the Customer.
9.2 The Seller undertakes to remedy the defect within a reasonable time. The place for rectification of the defect shall be agreed between the Customer and the Seller.
9.3 If the Seller does not fulfill its obligations to rectify the defect within a reasonable time, the Customer must set a final reasonable deadline for rectification. If the Seller does not rectify the defect within this deadline, the Customer may, at its option, either a) require the Seller to rectify the defect, b) demand a proportionate reduction, but not more than 5% of the purchase price or, if the defect is substantial, c) cancel the defective part of the delivery.
9.4 If the rectification of the defect requires disassembly and assembly in another product, this cost shall be borne by the Customer.
9.5 If the Seller carries out a timely and adequate repair, the Customer is not entitled to cancel the agreement or claim compensation. The Seller shall be entitled to make one or more attempts at rectification.
9.6 If the Customer’s complaint turns out to be unjustified, the Customer is obliged to pay the costs incurred by the Seller in connection with the Seller’s attempt to rectify the situation.
10 Product liability
10.1 The Seller is liable for product liability to the extent that it follows from the mandatory statutory provisions of the Danish Product Liability Act, cf. Consolidated Act no. 261 of 20 March 2007 and according to the rules on product liability developed in case law.
10.2 The Seller is not liable for damage to the defective product itself.
10.3 The Seller’s liability is further limited as set out in section 11 below.
11 Limitations of liability
11.1 The Seller is not liable for errors and defects if the error or defect is due to the Customer’s inappropriate use of the product or if the Customer has disregarded a guideline issued by the Seller for use and maintenance of the product.
11.2 The Seller can under no circumstances be held liable for indirect losses, consequential damages and the like, including, for example, the Customer’s operating losses or lost profits.
11.3 The Seller is not responsible for whether the product is suitable for the purpose intended by the Customer, unless this purpose has been agreed in writing between the Customer and the Seller.
11.4 If the Seller is responsible for repairing products not purchased from the Seller, the Seller is only responsible for the repair carried out by the Seller. The Seller is thus not liable for any other damage to the product in question, nor is the Seller liable for damage caused to the original product.
11.5 Cases of force majeure shall exempt the Seller from liability if these circumstances prevent delivery or make performance unreasonably burdensome.
11.6 The Seller is obliged to notify the Customer if circumstances as mentioned in section 11.5 arise.
11.7 If the delay in delivery is due to force majeure, cf. clause 11.5, both parties are entitled to terminate the agreement when the obstacle has lasted for more than three months.
11.8 The limitations of liability do not apply if the Seller has acted with willful misconduct or gross negligence.
12. Choice of law and jurisdiction
12.1 These terms of sale and delivery are governed by Danish law without regard to conflict of law rules. Disputes that cannot be resolved between the parties shall be brought before the court in Holbæk.