Sales and Delivery terms
The following terms of sale and delivery shall apply unless otherwise agreed in writing between Brandfix A/S and the Purchaser, irrespective of where the Purchaser is registered and when the Purchaser is an entrepreneur. All acquisitions are deemed Purchases of Commerce. Supplemental terms and conditions may apply to other types of contracts. Such terms and conditions shall take precedence in the event that they deviate from Brandfix’ terms of sale and delivery. In case of discrepancy between Brandfix’ terms of sale and delivery and the Purchaser’s general terms and conditions, Brandfix’ terms of sale and delivery shall apply, unless agreed in writing between the parties. Brandfix is entitled to transfer its rights and obligations to affiliates.
1. BASIS OF CONTRACT AND DESCRIPTIONS
1.1. A submitted order shall not be binding on Brandfix A/S until the Purchaser has received a written order confirmation, or until delivery has taken place. Any order is taken at the price applicable at the date of Brandfix A/S’s order confirmation. In the event that the order confirmation deviates from the Purchaser’s order and provided that the Purchaser does not wish to accept these changes, the Purchaser shall notify Brandfix A/S hereof within 8 days. Otherwise, Brandfix A/S’s order confirmation shall be effective.
1.2. Any offer made by Brandfix A/S shall only be binding on Brandfix A/S if it is accepted in writing and an official order confirmation has been sent by Brandfix A/S.
1.3. Any offer or order confirmation from Brandfix A/S concerning products that are not in Brandfix A/S’s own stock has been made subject to the possibility of acquiring the goods in question. If the goods cannot be acquired, Brandfix A/S shall be entitled to revoke/cancel the submitted offer/the order confirmation without entitling the Purchaser to advance any claim against Brandfix A/S whatsoever.
2.1. Brandfix A/S prices are fixed inclusive of packaging and customs duty in Denmark, but exclusive of VAT, and any other taxes. Brandfix A/S shall have the right to charge separate fees for handling, shipping and delivery.
2.2. Brandfix A/S only provides digital invoice.
2.3. Brandfix A/S shall have the right to alter prices until and on the date of delivery in accordance with changes in exchange rates, purchase prices, customs duty, freight, and insurance rates or any other conditions beyond Brandfix A/S’s control and influence. If Brandfix A/S’s expenses are increased as a result of conditions attributable to the Purchaser, Brandfix A/S shall be entitled to claim reimbursement in this respect.
2.4. Brandfix A/S express reservations on items which are out of stock and pricing errors.
3.1. The due date shall commence upon delivery, unless other agreed. If the Purchaser’s means of payment can’t be approved, the acquisitions will not be completed and the order shall not be deemed accepted by Brandfix A/S.
3.2. If the Purchaser fails to pay by the due date, Brandfix A/S shall charge interest from the due date of the invoice at the rate set by the danish interest law § 5, stk. 1 for each month commenced.
3.3. In the event that the Purchaser fails to effect payment in due time and/or in the event that Brandfix A/S does not receive satisfactory credit information about the Purchaser, Brandfix A/S shall have the right to discontinue deliveries until advance payment has been made available or security has been provided. If the Purchaser fails to effect advance payment or provide security within the time limit fixed by Brandfix A/S, Brandfix A/S shall have the right to cancel the delivery agreement.
3.4. The Purchaser’s obligation to pay in due time shall remain regardless complains about faults or defects. Alternately the Purchaser shall deposit the amount upon complaint. The Purchaser shall not be entitled to effect any set-off. If the parties agree on a payment is due in installments, and the Purchaser either whole or in part in mora with a rate, the full remaining debt is due when unpaid debt is payed.
3.5. If Brandfix A/S cancels the delivery agreement as a result of the Purchaser’s breach, Brandfix A/S shall, as a minimum, be entitled to a consideration equivalent to 30% of the purchase price unless heavier damage has been suffered.
4. RETENTION OF RIGHT TO TITLE
4.1. Brandfix A/S reserves the right to title to the delivered goods until full payment has been effected.
4.2. In case of repossession of the goods, the Purchaser shall reimburse any loss and all expenses that may be inflicted on Brandfix A/S.
5.1. The goods sold shall be delivered DAP (Delivered at Place)
5.2. The goods shall be sent from Brandfix A/S’s warehouse or through Brandfix A/S’s subcontractor to the Purchasers stated address of delivery.
5.3. Delivery shall be effected as soon as possible with due regard to the delivery times with Brandfix A/S’s sub-suppliers. Thus, Brandfix A/S is entitled to perform successive delivery and invoicing. The agreed delivery time shall be considered observed when Brandfix A/S has dispatched the delivery before the expiration hereof or these are made available to the Purchaser. In the event that the Purchaser expresses a wish for changes in or supplements to the delivered goods, the delivery time shall be postponed with the time frame, which the change or supplement necessitates.
5.4. If Brandfix A/S doesn’t deliver in time cf. section 5.1, constitutes a delay. If the Purchaser wishes to claim remedies for breach of contract, the Purchaser shall inform Brandfix A/S a new, reasonable period for delivery. If this reasonable period of time expires without delivery having been affected, the Purchaser shall be entitled to terminate the agreement. If the Purchaser does not provide Brandfix A/S with any reasonable notice within 2 (two) days following the occurrence of the delay, the Purchaser isn’t entitled to terminate the agreement, and Brandfix A/S shall affect delivery as soon as possible.
6. DEFECTS AND COMPLAINTS
6.1. The Purchaser shall be obliged to inspect the delivered goods upon receipt. If the Purchaser ascertains, or ought to ascertain that the delivered goods suffer from defects, the Purchaser shall immediately submit a complaint in writing including picture documentation. With non-visible defects the Purchaser shall no later than 5 days submit a complaint. The complaint must be in writing. If the Purchaser fails to submit a complaint in due time, the Purchaser’s right to assert the defect shall lapse.
6.3. In case of reasonable complaints within the deadline, Brandfix A/S shall have the right, at its own discretion and within a reasonable period of time, to arrange for a replacement delivery or remedial action. If Brandfix A/S undertakes replacement delivery or remedial action in due time, the Purchaser shall not be entitled to terminate the agreement or claim damages as a result of the defect. Brandfix A/S shall be entitled to make one or more remedial actions/replacement deliveries.
6.4. In the event that Brandfix A/S establishes that a defect does not exist in a product for which the Purchaser has submitted a complaint, Brandfix A/S is entitled to receive compensation for the expenses suffered by Brandfix A/S in this regard. If replacement delivery or remedial action is not effected in due time, the Purchaser may solely terminate the agreement or claim a proportional reduction in price.
6.5. The Purchaser is solely entitled to terminate the agreement for the delayed part of the delivery, including force majeure, or products with defects.
6.6. Sold products shall only be returned upon prior written agreement with Brandfix A/S’s sales department. It must appear in the agreement for the return of goods, which products are returnable. The Purchaser shall undertake to enclose a copy of the agreement for the return of goods in each lot that is to be returned. Brandfix A/S reserves the right to return products with which no agreement for the return of goods has been enclosed. Any return shall be at the Purchaser’s expense and risk.
7. LIMITED LIABILITY
7.1. Brandfix A/S is not liable for indirect losses, including lost profits, goodwill, financial advantages and objectives that were missing or not achieved, production losses, loss of data, losses due to insufficient ability to use Brandfix A/S’s deliveries as anticipated, or losses due to an agreement with a third party lapsing or being breached. Brandfix A/S’s liability is limited to circumstances that constitute gross negligence.
7.2. Brandfix A/S’s liability for any loss or damage is limited in amount to 25% of the amount the Purchaser has paid for the product or service on which the claim is based, and is capped at EUR 30,000.
7.3. Brandfix A/S is not liable for damage to property, including damage to buildings, occurred as a result of a defect in the sold product. Brandfix A/S is also not liable for damage to products manufactured by the Purchaser and where Brandfix A/S’s products are incorporated, or for products where such of Purchaser’s products are incorporated. Thus, Brandfix A/S disclaims to the widest extent possible and in accordance with mandatory Danish law, product liability and intermediary liability. In the event that a product liability towards a third party is attributed to Brandfix A/S, the Purchaser shall indemnify Brandfix A/S to the same extent as Brandfix A/S’s liability is limited.
8. INFORMATION OBLIGATIONS
8.1. Information from Brandfix A/S or one of Brandfix A/S’s business partners concerning weight, dimensions, capacity and technical data in catalogues, brochures, prospects, advertisements or equivalent is only to be considered as an approximate and cannot be considered as guaranteed, and Brandfix A/S shall not assume responsibility as to whether the delivery meets the Purchaser’s needs or application purpose. Brandfix A/S solely assumes responsibility hereof if the Purchaser has submitted such claim and this is accepted by Brandfix A/S. Brandfix A/S makes reservations on changes in construction and/or design prior to the commencement of the time of delivery and during the course of several deliveries.
9. GUARANTEES ETC.
9.1. The delivered goods are solely subject to the warranties, warranty periods and deadlines of complaints and the terms hereof provided by Brandfix A/S’s sub-suppliers or manufacturers. Brandfix A/S does not provide any separate warranty or other rights to the delivered.
9.2. Brandfix A/S is entitled to transfer its rights and obligations to affiliates.
10.1. Disputes in relation to current terms of sales and delivery shall be settled by Danish law, however with the exception of Danish international private law. Venue for lawsuits brought by the Purchaser against Brandfix A/S is Brandfix A/S’s home court. Venue for lawsuits brought by Brandfix A/S against the Purchaser is Brandfix A/S’s home court or the Purchaser’s regular home court at Brandfix A/S’s decision.