Shipping policy
1. General
1.1 These general terms and conditions of sale and delivery apply to all offers, sales, and deliveries made by Schou Company A/S and its affiliated companies (hereafter referred to as the Seller), unless explicitly waived by another written agreement.
1.2 The Buyer's purchasing and other trading conditions are not applicable in the contract, unless the Seller has provided written agreement to this. If the Seller expressly agrees in writing that the Buyer's purchasing and other trading conditions apply to the contract, the terms in the order confirmation and these sales and delivery conditions will take precedence in case of any conflict.
1.3 The Buyer is only authorised to resell deliveries from the Seller within the EU.
2. Entering into the Agreement
2.1 The Buyer can place orders in two ways: 1) via the Seller's webshop or 2) by phone or email to the Seller using the specified order format. All orders not placed via the Seller's webshop will incur a handling fee. The seller is not obliged to fulfil an order until an order confirmation has been sent.
2.3 The Seller's obligations are strictly in line with the order confirmation, regardless of any inconsistencies with the Buyer's order and/or acceptance. If the Buyer does not wish to accept a conflicting order confirmation, they must inform the Seller in writing immediately and no later than 2 days after receiving it, otherwise, it is regarded as final. The order confirmation is considered final upon shipment of the goods.
3. Prices, payment, retention of title, and collateral
3.1 All prices are exclusive of VAT, any public charges, packaging (such as pallets), transport etc. Prices listed in price tables are non-binding and can be altered by the Seller at any time without notice. The Seller is entitled to increase the prices of undelivered goods in line with increases from the Seller's suppliers, changes in exchange rates, customs duties, taxes, levies, etc.
3.2 Unless otherwise agreed in writing, payment must be made 8 days after the invoice date. Invoicing takes place upon delivery. In case of late payment, interest of 2% per commenced month is charged until full payment is completed.
3.3 Order confirmation is issued with the condition that the Seller can obtain full credit insurance for the entire order value from their credit insurance company under usual terms.
3.4 Ownership of the sold goods remains with the Seller in all respects until the purchase price and all other associated costs are fully paid by the Buyer. The Seller reserves the right of ownership of the sold goods, with the limitations arising from inalienable legal rules, until the entire purchase price, plus accrued costs and interest, has been paid to the Seller or the person to whom the Seller has transferred their rights. The Seller can require the return of delivered products if they have not been paid for by the due date.
3.5 Specific to Germany: The retention of title is in accordance with §449 BGB. The goods must remain the property of the Seller until full payment of all Seller's claims against the Buyer is made.
4. Seller's obligation
4.1 The Seller's obligation to the Buyer 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.
4.2 The quantity specified in the order confirmation or otherwise agreed may vary by +/- 10% without this constituting a deficient delivery.
4.3 The Buyer does not have exclusivity to the goods and services specified in the order confirmation.
5. Delivery time and place
5.1 All indicated delivery times are approximate and non-binding, unless expressly agreed and confirmed in writing by the Seller.
5.2 Unless otherwise agreed, all orders are delivered 'EX-WORKS' (INCOTERMS 2020), but the Seller arranges shipping of the goods at the Buyer's expense and risk to the Buyer's warehouse or place of business. The Buyer does not have the option to collect the goods from the Seller's address.
5.3 Specific packaging requirements, among other things, are agreed upon between the parties.
5.4 Pallets will be invoiced if the Buyer does not return an equal number of approved EU pallets in good condition when receiving goods.
6. Delay
6.1 In the event of a delay, the Buyer must promptly notify the Seller and provide a reasonable period of at least 14 days to fulfil their obligations.
6.2 If the Seller fails to deliver the goods within the extended deadline set by the Buyer, cf. section 6.1, the Buyer is entitled to cancel the purchase by written notice to the Seller. If the delay affects only part of the delivery, the Buyer can only cancel the purchase regarding that specific part.
6.3 Regardless of the extent or cause of the Seller's delay, the Buyer is not entitled to compensation.
7. Duty of inspection, complaints and returns
7.1 The Buyer must carry out a thorough inspection of the delivery immediately upon receipt to ensure it is free of defects and complies with the contract.
7.2 Complaints regarding defects which the Buyer has or should have identified during the examination outlined in section 7.1 must be submitted immediately in writing, accompanied by a description and photos to the Seller. For other defects, the Buyer must complain immediately after the Buyer has or should have discovered the defect.
7.3 If the Buyer fails to make a claim in accordance with section 7.2, the Buyer loses the right to make claims against the Seller for the defect in question.
7.4 If the Buyer does not provide a written complaint within 12 months from the delivery date (or from the date of repair in the case of a repeated defect), the Buyer is barred from making any claims for defects, compensation or warranty claims against the Seller.
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8. Defects
8.1 If the Buyer submits a timely complaint regarding defects as per section 7.2, the Seller has the right to rectify, replace the goods, or offer the Buyer a proportionate discount on the purchase price. If the Seller fails to rectify, replace, or provide a discount for the defective item within a reasonable time after the Buyer's complaint, the Buyer is entitled to cancel the purchase concerning the defective part of the delivery.
8.2 In cases of defects, the Buyer is only eligible for compensation from the Seller subject to the limitations outlined in sections 9.2 and 9.5.
8.3 The Buyer is not entitled to any compensation or remuneration for defects other than what is stated in clause 8.2.
8.4 If the Buyer engages a third party to rectify a defect contrary to clause 8.1, the Buyer cannot claim reimbursement of costs from the Seller.
9. Limitation of liability
9.1 The Seller is only liable for defects in the Seller’s deliveries if the Buyer has used these in a regulated and responsible manner and in accordance with the Seller’s instructions. The Seller is not liable if the defect is due to accidents, misuse, neglect, inadequate maintenance, faults in wiring, failure to observe usage instructions or installation manuals, or if alterations have been made to the item after delivery. The Seller’s liability is limited to defects in the Seller’s own deliveries, but not for defects that arise in connection with the Seller’s deliveries being used in or for others’ deliveries. Any change to or intervention with the delivered goods without the Seller’s written consent exempts the Seller from all liability.
9.2 The Seller is not liable under any circumstances for operational, time, profit, or other indirect losses incurred by the Buyer, the Buyer's customers, or other users of the Seller's deliveries. The Buyer cannot claim 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 required to compensate a third party due to the delivery, the Buyer must reimburse the Seller for any amount exceeding the invoice value of the delivery plus 10%. If the Seller's liability for damages pertains to matters for which the Seller has disclaimed responsibility from the Buyer, the Buyer must reimburse the Seller for all compensation the Seller is required to pay to a third party.
9.4 The Seller is not liable for defects caused by the Seller's adherence to the Buyer's design, specifications, or instructions. Similarly, the Seller is not responsible for repairs or modifications performed by anyone other than the Seller, or for the Buyer's failure to maintain the product.
9.5 Under no circumstances can the Buyer's claim against the Seller exceed the invoice value of the defective part of the delivery, regardless of the claim's nature.
10. Product liability
10.1 The Seller is liable for product liability in accordance with mandatory laws, while any additional liability is waived in the mutual relationship between the Seller and the Buyer.
10.2 If the Seller faces a claim for compensation for business property damage from a third party, the Buyer must indemnify the Seller against any such claim and cover the Seller's reasonable defence costs.
11. Intellectual property rights and confidentiality
11.1 All of the Seller's intellectual property rights and other rights, including but not limited to patents, utility models, design rights, trademarks, copyrights and know-how, as well as any related documentation associated with the delivery, remain the Seller's property.
11.2 All drawings, models, and other technical documents related to the delivery, sent from the Seller to the Buyer either before or after the agreement's conclusion, belong to 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 Buyer is not entitled, without the Seller's written consent, to disclose to third parties any technical or commercial information that is inherently confidential, or that the Seller identified as confidential at the conclusion of the agreement or thereafter.
11.4 The Buyer must not improperly acquire or attempt to acquire knowledge of or access to the Seller's confidential information as set out in section 11.3. The Buyer must handle and store the information securely to prevent it from being unintentionally disclosed to third parties.
11.5 The Buyer's obligations in accordance with sections 11.3-11.4 remain in effect during the course of trade between the parties and indefinitely after its termination, irrespective of the reason for termination.
11.6 For products delivered according to the Buyer's specifications and requirements (white label products), it is incumbent upon the Buyer to ensure that these products do not infringe upon third-party rights when delivered as per the Buyer's stipulations.
12. Force majeure
12.1 In cases of force majeure, a party is relieved from its obligations for the duration of the force majeure situation.
12.2 Force majeure exists, among other things, when fulfilment of the contract has become more onerous as a result of events such as pandemics, epidemics, war, civil war, rebellion, terrorism, government restriction, import or export ban, port and factory shut down, shortage of raw materials, natural disasters of all kinds, as well as widespread or local labour disputes, fire, power failure, computer virus and cyber-attack, hacking 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.
12.3 Force majeure is also considered applicable if the circumstances outlined in section 12.2 occur at one of the Seller's subcontractors.
12.4 The party wishing to invoke any of the circumstances mentioned in section 12.2 must inform the other party as soon as possible about which event has occurred and when it is expected to end.
12.5 Circumstances that considerably increase the cost of fulfilling the Seller's obligations can be adjusted accordingly in the affected orders, irrespective of the stage in the order fulfilment for undelivered goods. Delays due to the circumstances mentioned in section 12.2 do not make the Seller liable in any manner.
12.6 The Seller is entitled, through written notification to the Buyer, to terminate the agreement when it becomes either impossible or significantly more onerous to fulfil within a reasonable period, due to any of the circumstances outlined in section 12.2.
13. Governing law and jurisdiction
13.1 Any dispute arising in relation to the parties' business dealings that cannot be resolved amicably must be settled in accordance with Danish law at the Court in Kolding, Denmark.
Schou Company A/S, August 2024