1 Introduction
1.1 These general terms and conditions (“General Terms”) apply to the delivery of all products, deliverables and services (“Services”). The General Terms form an integrated part of the Agreement (as defined below). A Service may be subject to additional specific terms and conditions. The provisions of the additional specific terms prevail in the event of conflict with the provisions of the General Terms.
1.2 “Agreement” means any agreement for the delivery of the Services between customer (“Customer”) and supplier (“Supplier”) set out in the Agreement, including order confirmations, regardless of the medium and method of entering into the Agreement and whether signed, confirmed by e-mail or otherwise legally formed.
1.3 Supplier may adjust and amend the General Terms with a prior written notice of 30 working days.
2 Agreement by Orders
2.1 The Services may be agreed pursuant to a separate order, e-mail or similar specifying the Services, the scope, price and/or special conditions applicable to the Services to be provided (an “Order”). The provisions of an Order prevail in the event of conflict with the provisions of the Agreement or the General Terms.
2.2 Each Order constitutes an individual agreement separate from other Orders and the Agreement. In the context of the Services provided under an Order, all references to “Agreement” in the General Terms is deemed a reference to the individual Order.
2.3 No cross effects apply between any Orders nor in relation to the Agreement. Accordingly, breach, defects, delay, termination for any reason etc. relevant to the Services under one Order does not affect any other Order or the Agreement. Limitations of liability applies to and are calculated for each Order as well as the Agreement separately. Termination (for any reason) of the Agreement does not affect an Order and vice versa. In the event of termination of the Agreement, Supplier must thus continue to provide the Services according to an already agreed Order, unless that Order is also terminated.
3 The Services
3.1 The Services are specified in the Agreement which contains the exhaus-tive specification of the Services and the requirements in relation hereto, including scope, quantity, and quality as well as any specific expectations hereto.
3.2 Some Services may consist of products which are handmade in manual production by Supplier’s weavers and knotters. Each product is therefore to be considered unique. Even products from standard categories are expected to vary in size, yarn, colour and design because of the handmade manufacturing.
3.3 Information provided by Supplier in brochures, catalogues, price lists, advertisements, previous quotations, on webpages or verbally, as well as any terms or conditions in any purchase terms or such similar document provided by Customer, does not apply to the Services, unless repeated in the Agreement.
3.4 The Services must be provided in accordance with recognised and generally accepted good practice within Supplier’s industry.
3.5 It is Customer's responsibility to ensure that all the necessary approvals for the use and sale of the Services to the end customers, including i.e., that the Services comply with applicable law.
4 Ordering of the Services
4.1 When Customer has placed an order on Supplier's website, Customer is bound by the order. Upon Supplier’s written confirmation of the order a binding Agreement on the delivery of the Services has been entered.
4.2 Customer cannot cancel or modify the Services after entering into the Agreement.
4.3 Supplier reserves the right to refuse to deliver the Services to any party for any reason.
5 Time Schedule and Delivery
5.1 General
5.1.1 Unless otherwise expressly agreed in writing, delivery of the Services shall be made in accordance with Incoterms 2020 Ex Works Supplier's address.
5.1.2 If Supplier shall deliver the Services to the delivery address specified in the Agreement, delivery of the Services takes place at the first curb at the specified delivery address (i.e., sidewalk, driveway, and the like at street level, where the carrier can stop as close as possible to the specified delivery address).
5.1.3 If Customer is not available at the agreed time of delivery, the Services will be returned Supplier’s warehouse at Customer’s expense and risk. Hereafter, a new time of delivery may be agreed upon Customer’s initiative and at Costumer’s expense.
5.1.4 Delivery does not include unloading of the Services.
5.2 Time of delivery
5.2.1 If a date for delivery is specified in the Agreement, the date specified only constitutes a non-binding, estimated date of delivery. Supplier will endeavour delivery of the Services as close thereto as possible but is under no obligation to do so.
5.2.2 Partial delivery may take place at Supplier’s discretion.
5.3 Delivery impossibility
5.3.1 In the event of the inability to deliver due to circumstances attributed to Customer, including but not limited to circumstances for which Customer is responsible, Customer shall bear the total costs incurred by Supplier for the delivery and handling of the Services.
6 Use of sub-suppliers
6.1 Supplier may use and replace sub-suppliers in the performance of the Services.
6.2 Supplier is directly responsible for the Services performed by a sub-supplier as if the Services were provided by Supplier itself.
7 Retention of title
7.1 Physical deliverables are provided subject to retention of title. Supplier retains full legal title to and beneficial ownership of each unit notwithstanding the delivery to Customer and possession and use of the unit by Customer.
7.2 The retention of title remains in force until Customer has paid the total remuneration for the affected unit, including applicable interest, costs and expenses.
8 Prices and payment
8.1 The Services will be delivered against payment as set out in the Agreement.
8.2 Customer is responsible for all third party charges for shipping, handling and insurance. In accordance with Supplier’s instruction Customer must either pay such amounts directly to the third party or reimburse Supplier to the extent Supplier so pays.
8.3 The terms of payment are upon delivery (netto cash).
8.4 For Services ordered at Supplier's website, payment for the Services is made immediately unless otherwise stated in writing.
8.5 All prices are stated and will be charged in the currency as set out in the Agreement exclusive of VAT and other taxes/duties.
8.6 Each party is responsible for its own compliance with applicable law and regulations concerning VAT and other taxes/duties.
8.7 Interest on overdue payments accrue in accordance with applicable law.
8.8 Changes due to external circumstances, including in relation to currency rates, utilities, charges for insurance and carriage, change in prices for third party services etc. permits Supplier to further adjust its charges by the net impact of the changes without prior notice.
9 Breach and remedies
9.1 General
9.1.1 Customer must examine the Services without undue delay from the time of delivery.
9.1.2 All claims must be specific, documented and contain a precise description of the defect and the content of the claim. The Services cannot be returned without prior written consent from Supplier.
9.1.3 Customer’s remedies for breach, including for defects and delay, expires if notice hereof is not received by Supplier without undue delay after the breach was or ought to have been discovered, and in no event later than five days from the time of delivery.
9.1.4 Supplier’s liability for breach, including for defects and delay, expires no later than 12 months after the time of delivery of the Services in question.
9.1.5 Customer cannot claim damages for claims that has occurred as a result of normal wear and tear or incorrect use by Customer or Customer’s attempts to change or repair the Services.
9.2 Corrective measures
9.2.1 When a party is notified of its breach, or itself becomes aware hereof, the party is entitled and obligated to remedy the breach without undue delay.
9.2.2 Breach may at the sole discretion of Supplier be remedied by remediation or replacement.
9.3 Limitation of liability
9.3.1 A party is not liable for any indirect, or consequential damages, including Customer's lost profits or revenues, anticipated revenues, operating loss, loss of goodwill, business interruption or diminished business value.
9.3.2 Each party’s aggregate liability in respect of all matters arising out of or in connection with the Agreement, and whether based on contract, indemnity, statute, equity, Art. 82 of the General Data Protection Regulation or otherwise, is limited to an amount corresponding to 100 % of the payments received by Supplier under the Agreement for the same period.
10 Intellectual property rights
10.1 Supplier is the owner and author of all intellectual property rights in and to the Services (including any intellectual property rights created jointly with Customer) and the results thereof.
11 Termination
11.1 Termination for cause
11.1.1 Each party may terminate the Agreement immediately for cause:
a) if the other party commits a material breach of the Agreement, and the material breach has not been remedied within 45 working days of receipt of a written notice from the non-breaching party to do so;
a) if the other party is responsible for a material breach of the Agreement which is not capable of remedy; or
b) in the event of bankruptcy of the other party, subject to the right of the bankruptcy estate to enter the Agreement to the extent permitted under the Danish Insolvency Act or similar applicable law.
11.1.2 Customer’s failure to pay any outstanding amount (except for outstanding amounts disputed in good faith) is deemed a material breach. In such situation, without prejudice to any other rights or remedies, Supplier may withhold or suspend any Service covered by such outstanding amount.
11.2 Effects of termination
11.2.1 Termination for any reason has effect for the future only (ex nunc).
12 Force majeure
12.1 No party is in breach of any obligation to the extent and for the duration prevented from performing the obligation due to a force majeure event.
12.2 Force majeure events include acts of God, war, mobilization, breakdown of telecommunication/Customer’s infrastructure that are not provided by Supplier, external security events (e.g. hacker attacks, attack by computer viruses or other third-party destructive behaviour) and similar conditions (if the event is not the result of Supplier’s breach, including non-compliance with agreed security requirements under the Agreement), health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disaster, strikes, lock-out, fire, damages to production plant, import and export regulations and other unforeseeable circumstances beyond the control of the party concerned.
13 Customer’s personal data
13.1 If Supplier undertakes to process personal data on behalf of Customer (as a data processor), the parties must enter into a separate data processor agreement based on Supplier’s standard. The provisions of the data processor agreement prevail in the event of conflict with the provisions of the Agreement or the General Terms.
13.2 Customer must ensure that it has obtained the necessary legal basis for Supplier’s lawful processing of personal data on behalf of Customer.
13.3 Supplier may anonymise and use for its own purposes any data received, generated, or processed as part of the Services. Supplier holds any and all rights to the anonymised data, including intellectual property rights.
14 Confidentiality
14.1 Each party must observe complete confidentiality regarding any information and documentation etc. about the other party in every respect as obtained in relation to the Agreement and the Services. This clause applies regardless of termination of the Agreement for any reason.
15 Global Trade Compliance and Anti-Corruption
15.1 If Customer exports, imports, or otherwise transfers any Service, Customer will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. Both parties must comply with applicable laws and regulations relating to anti-bribery and anti-corruption. Supplier may suspend its performance under the Agreement to the extent required by applicable law.
15.2 Both parties must comply with applicable laws and regulations relating to anti-bribery and anti-corruption. Supplier may suspend its performance under the Agreement to the extent required by applicable law.
16 Governing law and disputes
16.1 The Agreement is governed by and construed in accordance with Danish law, except for (a) any rules leading to the application of other legislation than Danish and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2 Any dispute and claim arising from or in relation to the Agreement must be settled by a competent court at Supplier’s venue.