Terms & Conditions for Dangaard Group A/S

Company Registration number: 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. 

These sales and delivery terms cancels, supersedes and prevails any other terms and conditions, hereunder standard terms of purchase, printed or written upon any other document passing between the Parties or referenced in any way, including any of the purchaser’s general terms of purchase and delivery or similar. Such are hereby rejected in full by the seller and shall be considered null and void. This applies regardless of when such are received. No variation of these sales and delivery terms shall be applicable to any order unless specifically accepted in writing by the Seller.

§2 Offers and order confirmations/invoices
A definitive agreement is only entered into once the purchaser has received a written order confirmation from the seller. Only the content therein is binding on the seller. Catalogues, web shop, brochures, price lists, etc. and information on the purpose, weight and special characteristics of any item should be obtained by the purchaser 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 material regarding products prepared by suppliers. This applies to any form of sales material, description, user guidance, web shop material, etc. 

If the product is out of stock, the seller reserves its right to reject an order or part of an order. It might happen that products are sold faster than the seller can register this, or a failure in delivery or delays from a supplier can take place. In case a product is out of stock, the purchaser will be informed and, in some cases, receive an offer for an alternative. The purchaser will have the possibility to accept the new offer with the changes compared to his order, or cancel the order.

§3 Prices
All sales are at the agreed prices in accordance with an order confirmation or invoice. The seller uses the currencies DKK and EUR for its pricing. The prices are exclusive of VAT, unless otherwise stated. This also applies for the web shop. For orders under DKK 2,500 per delivery location, a handling charge of DKK 250 will be charged. Reservation is made for price increases from suppliers. Informed freight rates are not binding on the seller. Changes to public charges of any kind, including import and export charges and customs duty, that occur after the seller’s order confirmation are no concern of the seller and must be borne by the purchaser. 

§4 Payment
Invoice 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 purchaser 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 purchaser otherwise in writing. If payment is made after the due date, the seller is entitled to calculate interest on the unpaid debt existing from the due date onwards at 2% per month commenced. 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 offered on condition of punctual payment.

§5 Retention of title
The following agreed retention of title serves as a guarantee for all current and future receivables of the seller against the purchaser, including 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 ensure them accordingly. The purchaser has the right to process and realize the goods subject to retention of title in the regular business transactions 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 fraction) of the newly manufactured goods, fraction pertaining to the value of the goods subject 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 purchaser's property share of the goods. 
In case of further realization of the goods subject to retention of title, the purchaser shall already transfer, for reasons of safety, the resulting claim amount against the purchaser – the seller's property fraction of the goods subject to retention of title according to the latter's property share – to the seller. The same applies for other receivables replacing the goods subject 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 extrajudicial expenses resulting in this context, the purchaser shall be liable to the seller for such expenses. The seller shall clear the goods subject to retention of title and the replacing goods or receivables, 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 purchaser 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 subject to retention of title, this represents the termination of contract. Also the seller's pledging of the goods subject to retention of title represents the termination of contract. Withdrawn goods subject to retention of title may be valorized by the seller. 

§6 Delivery/ Transfer of risk
Delivery is made DAP Incoterms 2020 if not otherwise agreed on. The date of delivery stated 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 purchaser for unloading. The purchaser is obliged to check the item on receipt and make the necessary 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 purchaser. 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 circumstances, 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 handed over by the seller/supplier for dispatch. If the seller is not able to deliver due to the circumstances of the purchaser, the risk for the item is also transferred to the purchaser, once the information regarding the above circumstances 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, government intervention or invention by local authorities, strike, blockade or lockout, an epidemic or pandemic, export or import prohibitions, natural catastrophes or bad weather conditions, fire, lack of work force or energy supply or any other reason that is beyond 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 selected by the seller. 

§8 Defects and complaints
If the purchaser wishes to invoke a qualitative or quantitative defect, the purchaser must immediately and at the latest 5 days from delivery inform the seller of this in writing and state the nature of the defect. In addition, the seller has no responsibility for losses. No compensation 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 responsibility of the purchaser to make any complaints regarding transport damage to the transporter immediately on receipt. 

§9 Cancellation, withdrawal and changes to orders
When the seller has issued an order confirmation and the products have been shipped, an order cannot be cancelled, withdrawn or changed, unless this is accepted by the seller. Any cancellation, withdrawal or changes to the order, including 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, withdrawal 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 considered a passing on of the manufacturer’s guarantee and thus no claims may be brought against the seller in relation to the relevant guarantee declaration. If an agreement regarding 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 unbroken packaging. The items must be free of dirt. Payment for returned items must be agreed in writing in each case.  

§11 Limitation of liability
Under no circumstances and in no event will the seller be liable for any indirect or consequential losses, including but not limited to operating losses, lost profits or revenues, lost savings, loss or damage of data, loss of goodwill, loss of business opportunity, loss of reputation or other consequential losses. The maximum liability of the seller in respect of any and all claims shall not exceed the amount paid by the purchaser for the products giving rise to such claim.

§12 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 purchaser. 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 abovementioned 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 inform the other party without undue delay. Seller and purchaser are under a mutual obligation 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. 

§13 Pictures, photos, logos, etc. 
Unless the purchaser has prior written permission from the seller, the purchaser is under no circumstances allowed to distribute, copy, display, or reuse any pictures, photos, logos or similar from the webpages and/or webshop of the seller. 

§14 Venue and choice of law
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 Convention on Contracts for the International Sale of Goods, CISG, applies. 

§15 Severability clause
If one or more of the terms of these sales and delivery terms might be or become ineffective or inoperative, this ineffectiveness/inoperability does not affect the effectiveness/operability of the other terms.

§16 Personal data policy 
The seller gives high priority to the security of personal data and processes such data in accordance with internal security procedures and according to current applicable legal requirements, including the General Data Protection Regulation (GDPR) (EU Regulation No. 2016/679) and the Danish Data Protection Act (Act No. 502 of 23 May 2018).

The personal data policy of the seller can be found at its website.

§17 Amendments 
The seller reserves its right at any given time to amend these sales and delivery terms. The latest version will always be available at the seller’s website.

§18 Contact information 
Dangaard Group A/S
Industrivej 8
6330 Padborg
Telephone: +45 7230 3400
E-mail: dangaard@dangaard.com
Company reg. No/VAT No.: 28328869
German VAT No.: Ust. IdNr DE 269016922