Terms of trade B2B
Sales & delivery terms for business to business.
1.1 These general sales and delivery terms apply to all sales made by Schou (hereinafter referred to as the Seller) unless otherwise expressly deviated from by means of another written agreement.
1.2 The Purchaser’s purchase conditions are not valid in the contractual relationship unless the Seller has expressly declared in writing that it has accepted such conditions. Unless the Seller accepts in writing that the Purchaser’s purchase conditions are valid in the contractual relationship, the conditions in the order confirmation and the sales and delivery conditions take precedence in the event of any disagreement.
2. Offer & order confirmation
2.1 The Seller’s offer is valid for 7 days unless otherwise specifically agreed and confirmed in writing by the Seller.
2.2 The Sellers commitments are solely in accordance with the content of the order confirmation.
3. Price & payment - Ownership reservation
3.1 All sales are at prices in Danish krone, as valid on the date of delivery. All prices are exclusive of VAT, taxes of all kinds, packaging, transportation, etc. Prices in the price tables are non-binding and can be changed at any time without notice. The Seller is entitled to increase agreed prices for undelivered items corresponding to any price increases made by the Seller’s subcontractors.
3.2 Unless otherwise agreed, payment must be made net in cash by delivery at the latest. If payment is not made when due, the Seller is entitled to immediately and without further notice terminate the purchase or to charge interest at 2% per month or part thereof.
3.3 The ownership of the goods sold remains in every respect with the Seller until the purchase price and all other costs associated with the purchase are effectively paid by the Purchaser.
4. The sellers service
4.1 The Sellers service only includes the goods and services specified in the order confirmation. The Seller undertakes to provide a service of the usual good quality in terms of materials and processing.
5. Delivery time & location for the Sellers delivery
5.1 All stated delivery times are approximate and are not binding, unless otherwise expressly agreed and confirmed in writing by the Seller.
5.2 All deliveries are made “EX-WORKS” (INCOTERMS 2010). The risk for the purchased goods transfers to the Purchaser upon delivery. When the Purchaser is obliged to collect the goods and the Seller holds the goods once ready for collection, the risk already passes to the Purchaser at this point.
5.3 If a place of delivery other than the Sellers place of business is agreed, transport to said location and any loading is at the Purchaser’s risk and expense.
5.4 If the Purchaser fails to collect or accept the goods sold when the Purchaser is obliged to do so, the Seller is entitled, immediately and without further notice, to terminate the contract or to enter into a contract with a third party for storage of the goods sold at the Purchaser’s risk and expense.
6.1 The Purchaser must immediately submit a written complaint on confirmation of a delay, otherwise the Purchaser loses the right to any claim arising from any such delay. The Purchaser shall also give the Seller a reasonable period of at least 14 days to meet its obligations.
6.2 If the Seller fails to deliver the goods within the additional period that the Seller has been given pursuant to point 6.1, the Purchaser is entitled to inform the Seller in writing that it is cancelling the purchase. If the delay only relates to part of a total delivery, the Purchaser may only cancel the relevant part of the purchase to which the delay relates.
6.3 If the Purchase cancels the purchase pursuant to section 6.2, the Purchaser can claim compensation from the Seller for the additional costs incurred by the Purchaser by the need to acquire the equivalent goods from another source. However, such compensation may not exceed the invoice value of the delayed delivery, plus 10%.
6.4 The Purchaser is not entitled to any damages or compensation as a result of the Sellers delay apart from that stated in section 6.3.
7. Duty of inspection, complaints and return
7.1 The Purchaser shall, immediately upon delivery, conduct a thorough investigation of the delivery in order to ensure that the delivery is free from defects and is as contractually agreed.
7.2 Complaints about defects that the Purchaser has or should have identified as a result of the aforementioned investigation in point 7.1 must be submitted to the Seller immediately in writing and no later than 2 days after delivery of the goods. For other defects, the Purchaser must complain immediately after the Purchaser has or should have discovered the defect.
7.3 If the Purchaser fails to complain in accordance with section 7.2, the Purchaser loses its right to submit a claim against the Seller as a result of the relevant defect.
7.4 If the Purchaser has not submitted a written complaint within 12 months of delivery, the Purchaser is prevented in all respects from claiming any defect, compensation or warranty claims or any other remedies.
7.5 Goods may only be returned by prior agreement. Returned goods should be sent carriage paid by the Seller. Goods can only be returned in undamaged original packaging. Returned goods will be credited with a 15% reduction on the sales price.
8.1 Where the Purchaser submits a timely complaint of defects pursuant to section 7.2, the Seller is entitled to either rectify the defect, deliver a replacement or give the Purchaser a proportionate reduction in the purchase price. Only where the Seller has failed to rectify the defect, deliver a placement or give the Purchaser a proportionate reduction in the purchase price within a reasonable time after the Purchaser’s complaint, is the Purchaser entitled to allow a third party to rectify the defect or cancel the relevant part of the purchase to which the defect relates.
8.2 The Purchaser only has a claim for compensation from the Seller if the Purchaser allows a third party to rectify the defect or cancels the contract in accordance with section 8.1. The Purchaser only has a claim for compensation for the costs incurred as a result of a third party rectifying the defect, or for the additional costs incurred by the Purchaser by the need to acquire the equivalent goods from another source. However, such compensation may not exceed the invoice value of the defective part of the delivery, plus 10%.
8.3 The Purchaser is not entitled to any damages or compensation as a result of defects apart from that stated in section 8.2.
8.4 If the Purchaser allows a third party to rectify a defect in contravention of section 8.1, the Purchaser cannot demand its costs be covered by the Seller.
9. Limitation of liability
9.1 The Seller is only liable for defects in the Sellers deliveries if the Purchaser has used these in a regulated and responsible manner and in accordance with the Sellers instructions. The Seller’s liability is limited to defects in the Sellers own deliveries, but not for defects that arise in connection with the Sellers deliveries being used in or for others’ deliveries. Any change to or intervention in the delivered goods without the Seller’s written consent exempts the Seller from all liability.
9.2 Under no circumstances is the Seller responsible for operational, time, profit or indirect losses suffered by the Purchaser or the Purchaser’s customers or other users of the Seller’s deliveries. The Purchaser cannot demand compensation to cover the costs that may be incurred as a result of dismantling and refitting any objects or installations to which the goods may be added.
9.3 If the Seller is ordered to pay compensation to a third party as a result of the delivery, the Purchaser is obliged to reimburse the Seller for that part of any such compensation that exceeds the invoice value of the relevant delivery, plus 10%. If the Sellers liability for compensation relates to conditions for which the Seller has renounced liability to the Purchaser, the Purchaser is obliged to reimburse the Seller all of the compensation that the Seller has been obliged to pay to a third party.
10. Product liability
10.1 In the mutual relationship between the Seller and the Purchaser, the Seller is exempt from all liability for commercial property damage that may be linked to the Sellers deliveries. If the Seller is faced with a claim for compensation for commercial property damage from a third party, the Purchaser, in the mutual relationship between the Seller and the Purchaser, is obliged to indemnify the Seller for any such claim and to cover the Sellers reasonable costs of defending such claim.
11. Intellectual property rights & confidentiality
11.1 All the Sellers intellectual property rights that may be associated with the delivery remain the property of the Seller.
11.2 All drawings, models and other technical documents related to the delivery that are transferred from the Seller to the Purchaser before or after the contract is entered into are the property of the Seller. Without the consent of the Seller, the aforementioned material may only be used for the use or resale of the goods.
11.3 The Purchaser is not entitled, without the Sellers written consent, to provide any third party with knowledge of technical or commercial information that by its nature is confidential or that, at the time the contract was entered into or later, was declared to be confidential by the Seller.
12. Force majeure
12.1 In the event of force majeure a party is exempt from its obligations for as long as the force majeure situation remains in force. Force majeure exists, among other things, when fulfilment of the contract has become more onerous as a result of events such as war, civil war, rebellion, terrorism, government restriction, import or export ban, natural disasters of all kinds, as well as widespread or local labour disputes, fire, power failure, computer virus or similar, unless it can be demonstrated that the party in question should reasonably have foreseen this at the time of entering into this contract.
13. Choice of law & venue
13.1 All disputes between the Seller and Purchaser that cannot be resolved amicably shall be settled according to Danish law at the Court of Kolding.