ÅBEN

Sales and delivery terms for Dangaard Electronis A/S

CVR 28 32 88 69

§1 Validity
These sales and delivery terms apply between the parties, hereinafter referred to as the seller and purchaser, for offers, sales and deliveries, unless otherwise agreed in writing.

§2 Offers and order confirmations/invoices
A definitive agreement is only entered into once the purchaser has received a written or-der confirmation from the seller. Only the con-tent therein is binding on the seller. Catalogues, brochures, price lists, etc. and information on the purpose, weight and special characteristics of any item should be obtained by the purchas-er before ordering the item. Such information is for guidance only and is only binding on the seller when it is expressly stated on the order confirmation or invoice. The seller undertakes no responsibility for any errors or information in supplied written material regarding products prepared by suppliers. This applies to any form of sales material, description, user guidance, etc.

§3 Prices
All sales are at the agreed prices in accordance with an order confirmation or invoice. The prices are exclusive of VAT, unless otherwise stated. For orders under DKK 2,500 per delivery location, a handling charge of DKK 250 will be charged. Reservation is made for price increas-es from suppliers. Any specified freight rates are not binding on the seller. Changes to public charges of any kind, including import and ex-port charges and customs duty, that occur after the seller’s order confirmation are no concern of the seller and must be borne by the pur-chaser.

§4 Payment
Payment must be made no later than the date specified as the final punctual payment date on the order confirmation or invoice. If a due date is not specified, payment must be made in cash by the invoice date. If delivery is delayed due to the circumstances of the purchaser, the pur-chaser is still obliged to make any payment to the seller as if the delivery had been made on time, unless the seller has informed the pur-chaser otherwise in writing. If payment is made after the due date, the seller is entitled to cal-culate interest on the unpaid debt existing from the due date onwards at 2% per month com-menced. The purchaser is not entitled to offset any counterclaims against the seller that have not been acknowledged in writing by the seller, and is not entitled to withhold any part of the purchase sum on the grounds of counterclaims of any kind. Discounts of any kind are only of-fered on condition of punctual payment.

§5 Retention of title
The following agreed retention of title serves as a guarantee for all current and future receiv-ables of the seller against the purchaser, includ-ing current account balance claims. The goods delivered by the seller to the purchaser remains the seller's property until the full payment of all guaranteed receivables. The purchaser shall store the goods subject to retention of title for the seller, free of charge, and is obliged to en-sure them accordingly. The purchaser has the right to process and realize the goods subject to retention of title in the regular business trans-actions until their valorization. Pledges and chatter mortgages are prohibited. If the goods subject to retention of title are processed by the purchaser, the parties shall agree, that the processing takes place in the name and on behalf of the seller as manufacturer, and the seller is the direct owner or – when processing involves the materials of several vendors or the value of the processed goods is higher than the value of the goods subject to retention of title – the seller is a partial owner (owner of a frac-tion) of the newly manufactured goods, frac-tion pertaining to the value of the goods sub-ject to retention of title of the value of the newly manufactured goods. In case the seller does not purchase such fraction, the buyer shall transfer already the future property or – in the case mentioned above – the fraction of the newly manufactured goods to the seller, for safety reasons. If the goods subject to retention of title are linked to or mixed with other goods inseparably and seen together as main goods, the seller transfers, if the main goods belong to them, to the purchaser the property fraction of the respective goods that represent the pur-chaser's property share of the goods.
In case of further realization of the goods sub-ject to retention of title, the purchaser shall already transfer, for reasons of safety, the re-sulting claim amount against the purchaser – the seller's property fraction of the goods sub-ject to retention of title according to the latter's property share – to the seller. The same applies for other receivables replacing the goods sub-ject to retention of title or resulting from these goods, e.g. insurance claims or claims resulting from unauthorized actions leading to loss or destruction. The seller mandates the purchaser irrevocably to collect receivables transferred to the seller in their own name. The seller may revoke this collection mandate only in case of valorization. If third parties intervene on the goods subject to retention of title, especially with pledges, the purchaser shall inform them with regard to the seller's property without any delay and also inform the seller about this, so that the latter shall be able to exercise their property rights. If the third party is not able to pay the seller the judicial or extra-judicial ex-penses resulting in this context, the purchaser shall be liable to the seller for such expenses. The seller shall clear the goods subject to reten-tion of title and the replacing goods or receiva-bles, as long as their value does not exceed with more than 20 % the value of the insured receivables. The seller has the choice regarding the objects to be cleared. As long as the pur-chaser behaves in disregard – especially if they are late with the payment of a remuneration –, the seller has the right to take back their goods subject to retention of title. The transport costs for returning the goods are the purchaser's liability. If the seller takes back the goods sub-ject to retention of title, this represents the termination of contract. Also the seller's pledg-ing of the goods subject to retention of title represents the termination of contract. With-drawn goods subject to retention of title may be valorized by the seller.

§6 Delivery/ Transfer of risk
Delivery is made DAP Incoterms 2010 if not otherwise agreed on. The date of delivery stat-ed on the invoice is binding on the seller, unless subsequently agreed otherwise. Where delivery to the purchaser’s location has been agreed, the item will be made available to the purchas-er for unloading. The purchaser is obliged to check the item on receipt and make the neces-sary staff available for unloading. The purchaser will be debited for any charges for any time waiting to unload at the purchaser’s location or other delivery location specified by the pur-chaser. The purchaser must also cover any costs resulting from not being able to receive the item at the agreed delivery time. If any delivery delays are the result of the seller being in a situation as described in § 7, the delivery date will be postponed by the duration of the delay, although both parties will be entitled to cancel the agreement without liability once the delay has lasted for more than 3 months. This condition applies regardless of whether the cause of the delay occurred before or after the agreed delivery time. In the above circum-stances, the seller must inform the purchaser immediately of any changes to the delivery time. The risk for the purchased item transfers to the purchaser once the item has been hand-ed over by the seller/supplier for dispatch. If the seller is not able to deliver due to the cir-cumstances of the purchaser, the risk for the item is also transferred to the purchaser, once the information regarding the above circum-stances has reached the seller and the item has been placed at the purchaser’s disposal. Under no circumstances is the purchaser entitled to damages for either direct or indirect losses resulting from delays.

§7 Force majeure
The seller is not responsible for failure to fulfil its obligations as a result of force majeure, including war, riots, civil disturbances, govern-ment intervention or invention by local authori-ties, strike, blockade or lockout, export or im-port prohibitions, natural catastrophes or bad weather conditions, fire, lack of work force or energy supply or any other reason that is be-yond the seller’s control and which prevents the seller from fulfilling its obligations. The above force majeure clause is valid whether the obstacles to fulfilment affect the seller itself or one of the sub-suppliers or transporters select-ed by the seller.

§8 Defects and complaints
1. If the purchaser wishes to invoke a qualita-tive or quantitative defect, the purchaser must immediately and at the latest 2 days from de-livery inform the seller of this in writing and state the nature of the defect. In addition, the seller has no responsibility for losses. No com-pensation is thus payable for operating losses, loss of profit and other direct or indirect losses as a result of defects in the item. It is the re-sponsibility of the purchaser to make any com-plaints regarding transport damage to the transporter immediately on receipt.
§9 Cancellation and changes to orders
Any cancellation or changes to the order, in-cluding change to specifications, quantity or delivery date made by the purchaser, must be agreed in writing in each individual case. Any costs associated with the cancellation or change must be borne in full by the purchaser.

§10 Guarantee
All items are sold without guarantee, unless otherwise agreed in writing. Any guarantee agreement for an item is solely to be consid-ered a passing on of the manufacturer’s guar-antee and thus no claims may be brought against the seller in relation to the relevant guarantee declaration. If an agreement regard-ing the return of items has been made, the purchaser will pay all costs in connection with the return of the items, and the risk for the items remains with the purchaser until the seller has confirmed to the purchaser that the returned items have been received in a defect-free condition. The items must be unused, in a defect-free condition and in the original unbro-ken packaging. The items must be free of dirt. Payment for returned items must be agreed in writing in each case. .

§11 Product liability
The purchaser shall indemnify seller to the extent that seller is held liable toward a third party for any damage and any loss that the seller, is not held liable for toward the purchas-er. Seller is not liable for damage to items, which are produced by the purchaser or to items of which they form part of. Seller cannot be held liable for operating loss, loss of profit or other financial consequential loss. The above-mentioned limitations to the seller´s liability do not apply in the event that he is guilty of gross negligence. If a third party makes a claim against either party regarding liability as per this sentence, the party in question must in-form the other party without undue delay. Seller and purchaser are under a mutual obliga-tion to be tried at the court of justice or court of arbitration that hears a claim for damages issued against either party based on damage or loss. Seller´s individual liability for damage to objects can never exceed 25.000.000,00 DKK.

§12 Venue and choice of law
1. In the event of disagreement between the parties, any dispute shall be settled at the court in Sønderborg. To the extent these sales and delivery terms do not regulate the relationship between the parties, the United Nations Con-vention on Contracts for the International Sale of Goods, CISG, applies.

§13 Severability clause
1. If one or more of the terms of these sales and delivery terms might be or become ineffec-tive or inoperative, this ineffective-ness/inoperability does not affect the effec-tiveness/operability of the other terms. already transfer, for reasons of safety, the re-sulting claim amount against the purchaser – the seller's property fraction of the goods sub-ject to retention of title according to the latter's property share – to the seller. The same applies for other receivables replacing the goods sub-ject to retention of title or resulting from these goods, e.g. insurance claims or claims resulting from unauthorized actions leading to loss or destruction. The seller mandates the purchaser irrevocably to collect receivables transferred to the seller in their own name. The seller may revoke this collection mandate only in case of valorization. If third parties intervene on the goods subject to retention of title, especially with pledges, the purchaser shall inform them with regard to the seller's property without any delay and also inform the seller about this, so that the latter shall be able to exercise their property rights. If the third party is not able to pay the seller the judicial or extra-judicial ex-penses resulting in this context, the purchaser shall be liable to the seller for such expenses. The seller shall clear the goods subject to reten-tion of title and the replacing goods or receiva-bles, as long as their value does not exceed with more than 20 % the value of the insured receivables. The seller has the choice regarding the objects to be cleared. As long as the pur-chaser behaves in disregard – especially if they are late with the payment of a remuneration –, the seller has the right to take back their goods subject to retention of title. The transport costs for returning the goods are the purchaser's liability. If the seller takes back the goods sub-ject to retention of title, this represents the termination of contract. Also the seller's pledg-ing of the goods subject to retention of title represents the termination of contract. With-drawn goods subject to retention of title may be valorized by the seller.

CONTACT DANGAARD

Dangaard Electronics A/S
Industrivej 1
DK-6330 Padborg

Telephone: (+45) 72 30 34 00
CVR-nr.: 28328869

 

A BIT ABOUT US

Dangaard is one of the largest independent wholesalers in Scandinavia. From its headquarters in Padborg, Denmark, Dangaard has worked in partnership with its retailers throughout Europe for almost 30 years. We offer a wide range of non-food products.

Learn more about Dangaard »