TERMS OF SALES AND DELIVERY
The Terms of Sales and Delivery for Karup Design A/S, Lollandsvej 4E, 7400 Herning, (VAT no. 11211933), hereinafter called Karup Design A/S shall apply to all orders – and prevail over any such terms or similar terms from a customer – unless the terms are dispensed from by express written agreement. The Terms of Sales and Delivery shall be subject to changes periodically and without notice.
ORDER CONFIRMATION
When submitted, the order is binding. Upon Karup Design A/S written confirmation of the order, a final agreement on sale and delivery of goods has been entered into. The order is accepted subject to goods, raw materials and the like being available. If unforeseen difficulties arise or if unsatisfactory credit information about the customer is obtained after the acceptance of the order, the Karup Design A/S will be entitled to cancel the confirmed order exempt for liability of any kind or to demand provision of a fully adequate bank guarantee. The customer's cancellation of the confirmed order can only be accepted with prior written consent from Karup Design A/S.
TERMS OF DELIVERY
The goods shall be delivered in accordance with ICC Incoterms 2010 Ex. Works by Karup Design A/S address, Denmark or DDP, unless otherwise specifically agreed and stated in the order confirmation in exceptional cases. Karup Design A/S may, depending on the circumstances, assist in arranging dispatch of the ordered goods if this has been agreed in writing and accepted by Karup Design A/S on a case by case basis and always for the customer’s account. Please note that orders above 1500 euro is freight free. For orders less than 1500 euro, freight of 100 euro will be charges and for City Centers additional charges may be applied.
DELIVERY TIME AND DELAY
The delivery time will be stated in the order confirmation. The Karup Design A/S shall be entitled to postpone the delivery time by fourteen (14) days and shall immediately notify the customer in writing of any such postponement. In the event of force majeure, cf., however, the provisions below, delivery may be postponed until the obstacle ceases and ordinary trading and transport become possible.
If delivery has not been fulfilled within fourteen (14) days from the stated delivery, the delivery can only be considered as being in delay if the customer has given the Karup Design A/S a written reminder and delivery has not been performed within seven (7) days from Karup Design A/S receipt of the reminder.
RETENTION OF TITLE
The Karup Design A/S reserves the ownership of the delivered goods until full payment is effected by the customer. All costs incurred in connection with the enforcement of the retention of title shall be paid by the customer.
PRICES
All prices of the Karup Design A/S are stated in DKK / EURO and are exclusive of VAT. The prices are subject to changes in customs duties, other duties and exchanges rates, and may be raised until delivery is made. The Karup Design A/S will inform the customer of any price changes. The customer shall be free to fix his resale prices.
PAYMENT
Unless otherwise agreed in writing, payment from the customer to the Karup Design A/S will be against invoice and is due for payment 14 days from invoice date. Karup Design A/S may postpone delivery of orders or cancel orders by written notice and without incurring any liability for this if the customer is in arrears with payment for previous consignments delivered. Karup Design A/S reserves the right to cancel the order if payment is not made on the due date. Any financial loss that Karup Design A/S incurs as a result hereof shall be compensated fully by the customer.
In case of purchase with credit card the money is withdrawn only by the time the item is sent.
COMPLAINTS ON NON-CONFORMITY AND REMEDIES
Any complaint on non-conformity shall be submitted in writing and must be received by the Karup Design A/S no later than eight (8) days after delivery or - if delayed - expected delivery of the goods. In the event of non-visible damage, the complaint shall likewise be submitted no later than eight (8) days from when the defect or deficiency could have been ascertained upon careful inspection, however, no later than three (3) months after the delivery date. If a part of the order is not delivered or is delayed or if part of the order is defective or deficient, the order may only be cancelled for this part of the order. Any complaint must be specific, documented and contain a precise specification on the contents of the complaint. No returns will be considered without prior written approval by the Karup Design A/S. In the event of non-conformity Karup Design A/S shall not be liable for any direct or indirect business interruption loss, , loss of profit, or any other consequential loss whatsoever. In any event, the maximum liability shall be equal to repayment by the Karup Design A/ to the customer of the payment made for the delayed or defective part of the order.
EXEMPTION FROM LIABILITY (INCLUDING FORCE MAJEURE)
The Parties shall not be liable if the following non-exhaustive circumstances of force majeure occur and prevent or postpone the performance of the Agreement: war and mobilization, riot and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, scarcity of goods, faults, defects or delay in delivery from sub-suppliers or if sub-suppliers are otherwise hit by the present circumstances, fire, lack of means of transportation, exchange control regulations, import and ex-port restrictions, death, illness or absence of key staff members, computer viruses or any other circumstances that are beyond the Parties direct control. In such case, the Party shall be entitled to postpone fulfillment of the obligation until the obstacle has ceased or, alternatively, to cancel the Agreement in full or in part without incurring any liability for this, if the obstacle causes fulfillment to be postponed for more than six (6) months.
PRODUCT LIABILITY AND LIMITATION OF LIABILITY
The Karup Design A/S shall be liable for injury and damage caused by Karup Design A/S’s products after the products have been placed on the market to the extent that this is required by law. Notwithstanding the above Karup Design A/S shall not liable for any direct or indirect business interruption loss, loss of profit, or any other consequential loss whatsoever.
DATA PROTECTION
Processing of personal data may occur for the purposes of executing the customer’s order. Accordingly, any personal data may be disclosed to other independent data controllers such as freight carriers etc. for the purposes of fulfilling the customer’s order. Any processing of personal data is subject to all necessary security procedures and will be deleted when storage hereof is no longer required or necessary.
VENUE AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with Danish law, disregarding the Danish choice of law rules to the extent that such rules would otherwise lead to the application of any other law than Danish law. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Any dispute, controversy, or claim arising out of or in relation to this Agreement, or the breach, termination, or invalidity thereof, which can not be settled amicably between the Parties, shall be brought before a Danish District Court applicable to the Karup Design A/S head office. Even if the Karup Design A/S has initiated a court action against the customer, the Karup Design A/S may at any stage decide to settle any dispute by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Court of Arbitration shall have its seat in Karup Design A/S, Viborg / Denmark, and the language to be used in the proceedings shall be Danish. The proceedings and the award shall be confidential without time limit. It is agreed that no appeal on any question of law otherwise may be made to any court.