Sales and Delivery Conditions
APPLICATION
The following sales and delivery conditions apply to sales from BOXofGREEN ApS, CVR-no. 44048973 (hereinafter referred to as "Seller") to the customer (hereinafter referred to as "Buyer"). This also applies even if Buyer during the purchase negotiations or in Buyer's tender material or in Buyer's confirmation of the agreement to Seller has stated different terms, as all such terms are considered waived upon Seller's final approval of the agreement unless Seller explicitly reproduces in writing the individual conditions imposed on Seller and which are other or differently formulated than those stated in these sales and delivery conditions.
OFFERS AND ACCEPTANCE
Only written offers are valid for 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, subject to Seller's other terms for delivery and delivery time below.
PRICES
Prices in offers, order confirmations, and contracts are daily prices excluding VAT and duties. Seller reserves the right to change prices in case of significant changes in purchasing prices, production costs, labor wages, raw materials, subcontracting, exchange rates, freight, discounts, customs, taxes, duties, etc., as well as in the event of circumstances covered by force majeure.
PAYMENT
Unless otherwise agreed, payment shall be made within 14 days from the issuance of the invoice. Failure to comply with Seller's payment terms is considered a substantial breach, granting Seller the right to stop further deliveries as well as to demand any receivable, due or not due, to be paid immediately.
If Buyer does not make payment on time, Seller is entitled to calculate default interest at 2% per commenced month after the due date from the due date and to charge reminder and collection fees in accordance with the legislation.
Buyer is not entitled to withhold any part of the invoiced amount or to set off any part of the invoiced amount with any counterclaims against Seller that have not been explicitly acknowledged and accepted in writing by Seller.
Notwithstanding any other payment terms that may have been previously agreed with Seller, in the event of Buyer's delay in payment of the purchase price, Seller is entitled to make future deliveries conditional on cash payment or that Buyer provides the necessary security.
Notwithstanding the above, Seller reserves the right, prior to delivery, to demand guarantees for payment or payment in advance of delivery.
DELIVERY AND DELIVERY TIME
Unless another delivery clause has been agreed, delivery takes place EX WORKS at the address indicated in the offer/order confirmation in Denmark in standard packaging according to applicable INCOTERMS 2020 "ex works". Shipping is thus at Buyer's risk and expense.
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. The delivery time in the order confirmation is established by Seller at their best discretion in accordance with the conditions existing at the time of dispatch of the order confirmation. Unless otherwise agreed in writing, a delivery is considered timely if it occurs within the period from the first business day before to the first business day after a specific date stated in the order confirmation, whereas delivery is considered timely if it occurs within the period from 3 business days before to 3 business days after a delivery week stated in the order confirmation. This does not apply, however, if it is stated in the order confirmation that the delivery date is fixed.
Buyer is not entitled to delay the agreed delivery date without prior agreement with Seller.
In case of delay, Buyer must complain immediately. Buyer can then only cancel the purchase if Seller has not delivered no later than 5 business days after written request to Seller from Buyer. Buyer cannot in any case claim compensation as a result of delay.
If Buyer has not specified a shipping method at the time of transport, Seller will arrange standard secure transportation at Buyer's expense.
When an agreement has been made about delivery at Buyer's location or another location specified by Buyer, the goods are delivered as close to the point 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 Buyer or another location specified by Buyer shall be charged to Buyer, just as Buyer must cover the costs that arise from his inability to receive the goods at the agreed delivery time.
Additional costs in connection with unagreed partial delivery are at Buyer's expense.
RESERVATION OF TITLE
Seller reserves ownership of the sold goods until the entire purchase price and any connected costs such as delivery have been paid by Buyer. When payment is made by check or draft, payment is not considered final until full settlement has taken place, and any objection period of the bank has expired. The reservation of title does not affect the risk transfer to Buyer upon delivery.
FORCE MAJEURE
Seller is not liable for delays in case of force majeure, including, but not limited to, labor conflicts and any other circumstances that the parties have no control over, such as fire, war, confiscation, currency restrictions, riots and disturbances, lack of transportation, general product shortages, delays, cancellation of significant batches of goods, restrictions on driving power, as well as in case of defective or missing deliveries from subcontractors, regardless of the cause.
In such cases, timely delivery is postponed until the event's expiration, however, for a maximum of 4 weeks, after which both parties shall be entitled to terminate the transaction, without it being deemed a breach of contract.
WARRANTY AND DEFECTS
For all products manufactured by Seller, Seller guarantees against workmanship 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 correctly mounted/applied in accordance with Seller's instructions and generally accepted practice. However, the warranty does not cover defects occurring due to normal wear and tear, incorrect or unusual operation, overloading, inadequate maintenance, as well as attempts at repairs, adjustments, and changes not performed by Seller or with Seller's written consent.
The Buyer is obliged to conduct ordinary inspections of the delivered goods at the time of delivery, including checking the quantity and whether there are clear defects. Complaints about delivered goods being defective or non-contractual, which Buyer has or should have discovered upon inspection of the delivered goods 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 evidence.
The warranty is conditional on the item being sent to Seller freight prepaid immediately and within 14 days after the defect has been identified or should have been discovered, provided that the claim must be raised no later than 12 months from the delivery date.
Defects that should have been discovered in connection with Buyer's duty to inspect cannot be claimed after expiration of the aforementioned deadlines.
At Seller's discretion, defects in the sold goods will be rectified, the item replaced, or the purchase price for the sold goods credited to Buyer. Regardless of which delivery location may have been agreed in the order confirmation, any replacement shall take place EX WORKS at an address in Denmark.
LIMITATION OF LIABILITY
For claims related to Seller's fulfillment or non-fulfillment of its obligations, Buyer is entitled to compensation for direct losses with the following limitations:
Seller's liability for damages is limited to direct damages/losses, and is - regardless of the cause and regardless of the nature of the claim - limited to the amount that has been invoiced for the service or goods that caused the damage/loss, or is the cause of or directly associated with the liability claim.
Seller is under no circumstances liable to Buyer for loss of production, lost profits, lost savings, or other indirect losses or consequential damages resulting from the use of the sold goods or the inability to use them, regardless of whether Seller has been informed about the possibility of such claims.
Losses, expenses, or costs related to recovering, reordering, repairing, removing, or taking equivalent measures with defective products or products in which Seller's products have been made a component cannot be claimed from Seller. Seller assumes no responsibility as a result of Buyer's legal relationships with third parties.
Seller is not liable for damage to real property or personal property that occurs while the products are in Buyer's possession. Seller is also not liable for damage to products manufactured by Buyer or to products that these are incorporated into.
RETURNS
Buyer does not have the right to return goods and deliveries from Seller unless this has been agreed in advance and in writing. If this has been agreed, approved returned goods are typically credited with a deduction of 15% of the sales price excluding VAT upon freight prepaid delivery to Seller's warehouse or another location specified by Seller in Denmark.
Special items, manufactured items, or exhibition items are not accepted for return.
PRODUCT LIABILITY
Seller shall be indemnified by Buyer to the extent that Seller is held liable to a third party for such damage or such loss for which Seller is not liable to Buyer.
If Seller is sued by a third party in connection with product liability, Buyer agrees to be included in the case or to be sued in the court or arbitration tribunal that handles the case.
Seller is in no case liable for loss of production, lost profits, or other economic consequential losses. If a third party makes a claim against one of the parties for liability under this section, that party must immediately notify the other party thereof.
For product liability, Seller and/or is liable in accordance with Danish law provisions on product liability. Buyer must immediately notify Seller if a third party asserts product liability against Buyer. To the extent that nothing else follows from mandatory rules, Seller is not liable for lost production, lost profits, or other indirect losses.
If Seller is sued by a third party in connection with product liability, Buyer agrees to be included in the case or to be sued in the court or arbitration tribunal that handles the case.
DRAWINGS AND DESCRIPTIONS
All specifications and information about weight, dimension, capacity, price, technical and other data stated in catalogs, data sheets, advertisements, images, and price lists are approximate and only indicative. Such information is therefore only binding to the extent that it is explicitly reproduced in the order or there is a specific reference to it.
If construction or specifications, etc. for a product sold by Seller are changed before the delivery date, Seller is entitled to deliver the product with the currently applicable construction and specifications, provided that the product - according to an objective assessment - has not been impaired thereby. The same applies regarding the product's external appearance, including color.
All submitted drawings and descriptions remain Seller's property and may not be copied, reproduced, transmitted to, or otherwise made known to third parties without permission.
Should Buyer - in order to carry out the project - require drawings and documentation, the parties may agree in advance in writing that Seller provides drawings and documentation necessary to enable Buyer to set up, initiate, operate, and maintain the delivery. Without Seller's consent, this information may not be used for anything other than what was intended with the transfer. However, Seller requires that the information remains confidential.
Seller reserves the right to pass on any drawings and technical specifications provided by Buyer to subcontractors, to the extent necessary for the fulfillment of the delivery.
CHANGE OF TERMS
Seller reserves the right to change and update the rules and conditions applicable to Seller's sale and delivery of goods.
DISPUTES
Any disagreement between the parties that cannot be resolved amicably shall be submitted to the Sø Commercial Court under the application of Danish law. The proceedings shall be in Danish.
If one or more provisions in these sales and delivery conditions are later declared invalid, this shall not affect the validity of the agreement and the other provisions, which shall remain in force, and any invalid provisions shall be construed in accordance with the purpose of the agreement and the invalid provision.
CONTACT INFORMATION
Seller can be contacted as follows, including regarding complaints:
e-mail: info@boxofgreen.dk
Phone: +45 71 91 78 78
BOXofGREEN ApS
CVR-no. 44048973
Date: 05-06-2023
