Sales and Delivery Terms
APPLICATION
The following sales and delivery terms apply to sales from BOXofGREEN ApS, CVR No. 44048973 (hereinafter "Seller") to the customer (hereinafter "Buyer"). This applies also, even if the Buyer during negotiations or in the Buyer's tender material or in the Buyer's confirmation of the agreement towards the Seller has stated other terms, as all such terms are considered waived upon the Seller's final acceptance of the agreement, unless the Seller expressly reproduces in writing the specific conditions imposed on the Seller that differ from or are differently formulated than those stated in these sales and delivery terms.
OFFER AND ACCEPTANCE
Only written offers are valid for the Seller. Offers are valid for 6 weeks. The delivery horizon/time indicated in the offer is merely indicative, and the delivery time is only final when it is stated in the order confirmation; however, refer to the Seller's other conditions for delivery and delivery time below.
PRICES
Prices in offers, order confirmations, and contracts are daily prices excluding VAT and taxes. The Seller reserves the right to change prices in the event of significant changes in purchase prices, production costs, labor wages, raw materials, subcontracting, exchange rates, freight, discounts, duties, taxes, and similar conditions, as well as in the event of occurrences covered by force majeure.
PAYMENT
Unless otherwise agreed, payment must be made within 14 days from the issuance of the invoice. Failure to comply with the Seller's payment terms is considered a significant breach, allowing the Seller to stop further deliveries and to demand any receivables, due as well as not due, to be paid immediately.
If the Buyer does not make payment on time, the Seller is entitled to calculate default interest at a rate of 2% per month, starting from the due date, and demand reminders and collection fees in accordance with the law.
The Buyer is not entitled to withhold any part of the invoiced amount or to offset any part of the invoiced amount with any counterclaims against the Seller that have not been acknowledged and accepted in writing by the Seller.
Regardless of whether other payment terms were previously agreed upon with the Seller, the Seller in the event of the Buyer's delay in payment of the purchase amount is entitled to make future deliveries conditional upon cash payment, or that the Buyer provides the necessary security.
Notwithstanding the above, the Seller reserves the right, before delivery, to demand guarantee for payment or payment in advance of delivery.
DELIVERY AND DELIVERY TIME
Unless another delivery clause is agreed upon, delivery occurs ex works at the address indicated in the offer/order confirmation within Denmark, in standard packaging in accordance with applicable INCOTERMS 2020 "ex works". Shipment is thus at the Buyer's risk and expense.
The delivery horizon/time indicated in the offer is merely indicative, and the delivery time is only final when stated in the order confirmation. The delivery time in the order confirmation is set by the Seller based on the best estimate in accordance with the conditions existing at the time of the order confirmation's dispatch. Unless otherwise expressly agreed in writing, a delivery is considered timely if the delivery occurs within the period from the first working day before to the first working day after a specific date stated in the order confirmation, while delivery is considered timely if it occurs within the period from 3 working days before to 3 working days after a delivery week indicated in the order confirmation. This does not apply, however, if the order confirmation states that the delivery deadline is fixed.
The Buyer is not entitled to postpone the agreed delivery deadline without prior agreement with the Seller.
In case of delay, the Buyer must complain immediately. The Buyer can only cancel the purchase if the Seller has not delivered no later than 5 working days after a written demand to the Seller from the Buyer. Under no circumstances can the Buyer claim compensation due to delay.
If the Buyer has not specified a mode of shipment at the time of transport, the Seller will arrange normal safe transport at the Buyer's expense.
When an agreement has been made for delivery at the Buyer's or another location designated by the Buyer, the goods will be delivered as close to the place of use as the truck - at the driver's discretion - can drive without risk of getting stuck or damaging the vehicle and surroundings.
Costs for any waiting time for unloading at the Buyer or another location designated by the Buyer will be charged to the Buyer, as well as the Buyer may cover the expenses resulting from the fact that they cannot receive the goods at the agreed delivery time.
Additional expenses due to unagreed partial deliveries are at the Buyer's expense.
RETENTION OF TITLE
The Seller retains ownership of the sold items until the entire purchase price and any associated costs for the delivery of the sales item, for example, are paid by the Buyer. When payment is made by check or bill of exchange, payment is not considered final until full settlement has occurred, and the possible objection period of the financial institution has expired. The retention of title does not affect the transfer of risk to the Buyer upon delivery.
FORCE MAJEURE
The Seller is not liable for delays in the event of force majeure, including, but not limited to, labor disputes and any other circumstances that are beyond the control of the parties, such as fire, war, confiscation, currency restrictions, riots, and unrest, shortage of means of transport, general scarcity of goods, delays, culling of larger batches of goods, restrictions on power supply, and also in the event of defective or missing deliveries from subcontractors, regardless of the cause.
In such cases, timely delivery is postponed until the end of the event, but a maximum of 4 weeks, after which both parties shall be entitled to withdraw from the transaction, without it being considered a breach.
WARRANTY AND DEFECTS
For all products manufactured by the Seller, the Seller guarantees for work and material defects that do not arise from normal wear and tear for 12 months from the delivery date. The warranty is only valid provided that the product is properly installed/used in accordance with the Seller's instructions and generally accepted practices. However, the warranty does not cover faults and defects arising from normal wear and tear, incorrect or unusual operation, overloading, inadequate maintenance, or attempts at repairs, adjustments, and changes that have not been carried out by the Seller or with the Seller's written consent.
The Buyer is obliged to carry out customary inspections of the delivered goods immediately upon delivery, including checking whether the quantity is correct and whether there are clear defects and deficiencies. Complaints regarding the delivered goods being defective or non-conforming that the Buyer has or should have discovered during the inspection upon receipt must be made in writing immediately after receipt of the goods and in any case no later than 5 days after receipt. Complaints must clearly describe the nature of the defect and include any photographic material.
The warranty is conditional on the item being sent back to the Seller FREIGHT PREPAID immediately and within 14 days after the defect is discovered or should have been discovered, with claims, however, to be raised no later than 12 months from the delivery date.
Defects that should have been discovered in connection with the Buyer's inspection duty cannot be claimed after the expiry of the above time limits.
At the Seller's discretion, defects in the sold goods will be rectified, the item exchanged, or the purchase price of the sold item credited to the Buyer. Regardless of which delivery location may have been agreed upon in the order confirmation, any replacement will occur ex works at an address in Denmark.
LIMITATION OF LIABILITY
For claims regarding the Seller's fulfillment or non-fulfillment of its obligations, the Buyer is entitled to compensation for direct losses with the following limitations:
The Seller's liability is limited to direct damages/losses, and is - regardless of the cause and regardless of the nature of the claim - limited to the amount billed for the relevant service or goods that caused the damage/loss, or is the cause of or directly related to the claim for damages.
The Seller is under no circumstances liable to the Buyer for lost profits, lost savings, or other indirect losses or consequential damages resulting from the use of the sold goods or the lack of possibility to use them, whether or not the Seller has been informed of the possibility of such claims.
Costs, expenses, or costs associated with retrieving, reordering, repairing, removing, or taking equivalent measures with defective products or products in which the Seller's products have become a component cannot be asserted against the Seller. The Seller assumes no liability as a result of the Buyer's legal relationship with third parties.
The Seller is not liable for damage to real estate or personal property that occurs while the products are in the Buyer's possession. The Seller is also not responsible for damage to products manufactured by the Buyer or to products in which these are included.
RETURNED GOODS
The Buyer does not have the right to return goods and deliveries from the Seller unless this has been previously and in writing agreed upon. If this has been agreed upon, approved returned goods are normally credited with a deduction of 15% of the sale price excluding VAT upon freight-paid delivery to the Seller's warehouse or another location designated by the Seller in Denmark.
Special items, customized products, or showroom items are not accepted for return.
PRODUCT LIABILITY
The Seller shall indemnify the Buyer to the extent that the Seller is held liable for such damage or loss that the Seller is not liable for towards the Buyer.
If the Seller is sued by a third party regarding product liability, the Buyer agrees to be able to be summoned in the case or sued by the court or arbitration that is handling the case.
The Seller is in no case liable for operational loss, lost profit, or other economic consequential losses. If a third party makes a claim against either party for liability in accordance with this section, that party shall promptly notify the other party thereof.
For product liability, the Seller and/or is responsible in accordance with Danish law provisions on product liability. The Buyer must immediately notify the Seller if a third party makes a product liability claim against the Buyer. To the extent that nothing else follows from mandatory rules, the Seller is not liable for operational loss, loss of profit or other indirect losses.
If the Seller is sued by a third party regarding product liability, the Buyer agrees to be able to be summoned in the case or sued by the court or arbitration that is handling the case.
DRAWINGS AND DESCRIPTIONS
All specifications and information about weight, dimensions, capacity, price, technical and other data stated in catalogs, data sheets, advertisements, imagery, and price lists are approximate and only indicative. Such information is therefore only binding to the extent that these are expressly reproduced in the order, or there is a specific reference to them.
If construction or specifications etc. for one of the Seller's products take place before the time of delivery, the Seller is entitled to deliver the product with the relevant construction and specifications, provided that the product – after an objective assessment – has not been worsened as a result. The same applies to the appearance of the product, including color.
All transmitted drawings and descriptions remain the Seller's property and may not be copied, reproduced, transferred to, or otherwise made known to third parties without permission.
If the Buyer – to carry out the project – needs drawings and documentation, the parties may prior agree in writing that the Seller provides drawings and documentation necessary to enable the Buyer to install, initiate, operate, and maintain the delivery. Without the Seller's consent, this information may not be used for anything other than what was intended by the transfer. However, the Seller requires that the information remains confidential.
The Seller reserves the right to forward any drawings and technical specifications provided by the Buyer to subcontractors, to the extent necessary to fulfill the delivery.
CHANGE OF TERMS
The Seller reserves the right to change and update the rules and conditions that apply to the Seller's sale and delivery of goods.
DISPUTES
Any disagreement between the parties that cannot be resolved amicably shall be referred to the SØ - commercial court under the application of Danish law. The proceedings are in Danish.
If one or more provisions in these sales and delivery terms are declared invalid at a later date, this shall not affect the validity of the agreement and the other provisions, which shall remain valid, and any invalid provisions shall be interpreted extensively based on the agreement's and the invalid provision's purpose.
CONTACT INFORMATION
The Seller can be contacted in the following manner, including concerning complaints:
e-mail: info@boxofgreen.dk
Phone: +45 71 91 78 78
BOXofGREEN ApS
CVR No. 44048973
Date: 05-06-2023
