Terms of Sale & Delivery
1 Scope of Application
1.1 These terms of sale and delivery shall apply to all deliveries and orders, unless otherwise agreed in writing.
2 Contractual Basis
2.1 These terms of sale and delivery together with OKHOLM LIGHTING A/S’s (hereinafter referred to as “OL A/S”) offer and the buyer’s acceptance form the contractual basis.
2.2 Any terms of the buyer’s acceptance, except for the actual acceptance, shall not be binding on OL A/S, unless OL A/S has agreed to and approved such terms in writing.
3 Offers
3.1 Offers are valid for 30 days from the date of the offer, unless otherwise stated, and are subject to the general reservation for changes in customs duty, rate of exchange, and taxes. The prices quoted are exclusive of VAT, light sources, packaging and any energy tax.
4 Conclusion of Contract
4.1 The contract becomes effective when the acceptance reaches OL A/S.
4.2 OL A/S is not required to issue an order confirmation.
4.3 If the buyer requests a change to a concluded contract, OL A/S is entitled to reject the changes. If the change is accepted, the subsequent work is regarded as per account rendered without a fixed time of delivery.
4.4 Any purchase below DKK 800 is subject to a handling charge of DKK 250.
5 Delivery
5.1 Delivery ex works (EXW), unless otherwise agreed.
5.2 Freight, insurance, shipping charges, etc. are paid by the buyer.
5.3 All delivery times are non-binding. If OL A/S expects a delay in delivery of products, spare parts or related services, OL A/S will notify the buyer accordingly and simultaneously provide the buyer with information about the new expected time of delivery.
5.4 OL A/S is not liable for loss or damage as a result of late delivery.
5.5 The International Rules for the Interpretation of Trade Terms (INCOTEMS) shall apply to these terms of sale and delivery.
6 Transfer of Risk
6.1 The risk of the goods passes to the buyer when the goods have been handed over for carriage by an independent carrier or buyer. In addition, the buyer must take out any insurance required.
7 Duty of Inspection, Complaints and Defects
7.1 The buyer is obliged to carefully inspect the goods immediately upon delivery.
7.2 Complaints must be made in writing and within 5 business days after delivery.
7.3 In case of timely complaint pursuant to subclause 7.2, OL A/S is entitled to conduct any remedial action or replacement delivery by OL A/S’s own choice.
7.4 If the buyer takes remedial action without prior written agreement with OL A/S, OL A/S is not obliged to pay the costs in connection with remedial action.
8 Right of Return
8.1 Standard goods may only be returned subject to prior agreement.
8.2 Returns are made at the buyer’s account and risk and are credited at invoice price less a minimum of 20% of the price. Upon the buyer’s request, OL A/S fixes the final percentage to be set off against the invoice price.
8.3 Custom-made goods cannot be returned.
9 Terms of Payment
9.1 Payment net cash 14 days, unless otherwise agreed.
9.2 In case of overdue payment, OL A/S calculates interest on the amount due at 2% for every month or part of a month from the due date and until payment is effected.
10 Anticipatory Breach
10.1 If, prior to delivery, OL A/S should receive information giving rise to reasonably expecting that the buyer will not be able to fulfil its obligations, OL A/S is entitled to demand provision of requisite security, in OL A/S’s view, for example in the form of a bank guarantee.
10.2 Failure by the buyer to provide the required security immediately on demand, OL A/S is entitled to terminate the agreement.
11 Information
11.1 OL A/S undertakes no responsibility for any errors in brochures or other printed material.
12 Limitation of Liability
12.1 OL A/S undertakes no liability for surface damage to brass parts that are placed outdoors directly against a wall exposed to high humidity due to water damage/condensation damage, changing temperatures, aggressive environment or corrosive attack caused by lime or aggressive detergents.
12.2 OL A/S is not liable to the buyer for indirect loss, including operating loss, loss of profit or other financial loss, which is directly or indirectly a result of the defect.
12.3 OL A/S is not liable to the customer for failure to fulfil obligations that may be attributable to force majeure. Exemption from liability shall exist as long as force majeure exists. Force majeure means circumstances outside OL A/S’s control, which OL A/S could not have foreseen at the conclusion of the contract. Examples of force majeure are unusual natural disasters, war, terrorism, fire, flood, vandalism and industrial disputes.
12.4 OL A/S is not responsible for damage to items that OL A/S has on loan, for rent, in storage or in any other way in its custody, except for items that are deposited with OL A/S after delivery.
13 Product Liability
13.1 OL A/S is liable in accordance with the Danish Products Liability Act to the extent that the Act imposes strict liability on OL A/S, and thus that OL A/S’s liability is not legally restricted.
13.2 OL A/S is not liable for damage caused by the company’s products to real estate, persons or personal property, if the damage occurs after the product has been delivered to the buyer.
13.3 OL A/S is not liable for damage caused by the company’s products to products manufactured by the buyer or products in which the buyer’s products form an integral part, or for damage to real estate or personal property caused by these products as a result of defects in products delivered by OL A/S.
13.4 OL A/S is not liable for damage to items, which OL A/S has on loan, for rent, in storage or in any other way in its custody, except for items that are deposited with OL A/S after delivery.
13.5 OL A/S’s liability for damage caused by a defective product is limited to a maximum of DKK 10,000,000.
13.6 To the extent that OL A/S may be subject to product liability towards any third parties, the buyer is obliged to indemnify OL A/S. If any third party should raise a claim for liability for damages against one of the parties in accordance with this subclause, the party in question must immediately inform the other part accordingly.
13.7 OL A/S undertakes no liability for operating loss, loss of profit or other financial loss, which is directly or indirectly a result of defective products delivered by OL A/S.
13.8 OL A/S is not liable for damage caused by the company’s products to real estate, persons or personal property in the USA or in Canada.
14 Disputes
14.1 The Parties’ trade is in every respect subject to Danish law.
14.2 Any dispute which may arise in connection with the parties’ trade shall be settled by the District Court of Sønderborg.
