NORVIGROUP Denmark A/S
General terms and conditions of Sale
1. Scope of Applicability
1.1 Applicability. General terms and conditions of Sale ("Terms") are valid for all contracts on sale and delivery of products from NorviGroup Denmark A/S, CVR no. 10031656 ("The Company").
1.2 Changes. The Company reserves the right to changes these Terms at any time by giving a 30 days of notice to the Customer.
2. Contractual Basis
2.1 Contractual basis. Together with the Company's offerings and order confirmations the Terms form the total contractual basis for sales and delivery of products to the Customer ("contractual basis"). Purchase conditions printed on orders or otherwise communicated by the Customer to The Company is not part of the Terms.
2.2 Changes and supplements. Changes and supplements to the Terms are only valid if the parties have agreed in writing.
3.1 Products. Products sold and delivered by The Company are new and comply with Danish legislation on the time of delivery.
3.2 Limitation of responsibility. Products sold and delivered to the Customer by The Company shall be treated according to the product description. Regardless any opposite conditions in the Terms The Company cannot be held responsible for any loss or damage coursed by using the product otherwise. The Customer must indemnify The Company as far as The Company is held responsible for such loss or damage.
4. Price and payment
4.1 Price. The prices of the products are according to the price list of The Company current at the time of the order confirmation, unless the parties have agreed otherwise in writing. All prices are exclusive of VAT.
4.2 Payment. The Customer shall pay all invoices for products by the due date printed on the invoice or within 30 days after receiving the invoice, unless the parties have agreed otherwise in writing.
4.3 Retention of title. Regardless agreed terms of delivery and the passing of risk, property in and title to all delivered products – no matter from which order they are delivered – shall remain with The Company until immediately prior to the sale of such products to the customers of the Customer, or until The Company has received payment of the full price of such products supplied by The Company under any contract whatsoever, whichever is the earliest. Payment of the full price shall include, without limitation, the sum payable under The Terms of all contracts between The Company and the Customer.
5. Late payment
5.1 Interest. If the Customer fails to pay invoice for the products in time due to causes that The Company is not responsible for, The Company is entitled to charge interests of 1% per month of the due amount from the due date and until the due invoice is settled.
6. Offers, orders and order confirmations
6.1 Offers. The offers of The Company are valid for 10 days from the date printed on the offer, unless otherwise stated in the offer. Accept of offers received by The Company after the 10 days limit is not binding for The Company, unless The Company informs the Customer otherwise.
6.2 Order confirmations. The Company aim to either confirm or refuse an order in writing to the Customer within 3 working days of receipt of the order. Confirmation or refusal of orders must be written to bind The Company.
6.3 Changing orders. The Customer cannot change an order for products without an accept in writing from The Company.
6.4 Mismatched conditions. If The Company’s order confirmation is inconsistent with the Customer's order or the contractual basis, and the Customer will not accept the mismatched conditions, the Customer must notify The Company in writing no later than 1 working day from receiving the order confirmation. Otherwise, the Customer is bound by the order confirmation.
7.1 Terms of delivery. All products from The Company are delivered ex works - unless otherwise agreed. If this term of delivery is deviated, any other agreed term of delivery should be in accordance with Incoterms 2010.
7.2 Time of delivery. The Company delivers all products at the time stated in the order confirmation. The Company is entitled to deliver earlier than the time of delivery agreed upon, unless the parties have agreed otherwise. The agreed time of delivery is not binding for The Company, if the Customer fails to keep any agreed time of payment regarding prepayment, opening of letter of credit or issuance of a bank guarantee.
For deliveries where the Customer after closing the agreement must submit information, specifications, drawings or something like that, the agreed time of delivery is only binding for The Company if all information and material is received on time according to agreement.
7.3 Examination. The Customer must examine all products delivered. If the Customer finds a defect that he wants to claim this must immediately be reported to The Company in writing. If the Customer finds or ought to find a defect without reporting this immediately to The Company in writing, the Customer cannot claim this defect later.
8. Late delivery
8.1 Information. If The Company expects a delay in the delivery of products, The Company will keep the Customer informed – also with information about the reason for the delay and the new expected time of delivery.
8.2 Cancellation. If The Company fails to deliver products within 5 working days after the agreed time of delivery due to causes that is not the responsibility of the Customer, and delivery is not made within a reasonable time limit of at least 5 working days, the Customer may cancel all orders affected of the delay, without notice by informing The Company in writing. The Customer has no other rights in connection to the delay.
9.1 Warranty. The Company warrants that each product is free from essential errors and defects in design and materials in the number of months stated in the product description for each product. For products that are replaced during the period of warranty a new similar period of warranty begins.
9.2 Exceptions. The Company's warranty does not apply to errors or defects resulting from: (i) normal wear and tear, (ii) storing, use or maintenance contrary to The Company’s instructions or general practice, (iii) Repair or alteration by anyone other than The Company, and (iv) other factors for which The Company has no responsibility.
9.3 Information. If the Customer finds an error or a defect during the warranty period that he wants to claim this must immediately be reported to The Company in writing. If the Customer finds or ought to find an error or a defect without reporting this immediately to The Company in writing, the Customer cannot claim this defect later. The Customer must provide The Company with all information requested about an informed error or defect.
9.4 Examination. Within a reasonable time after receiving information about an error or a defect and having examined the claim, The Company will inform the Customer whether the error or defect is covered by the warranty. The Customer must by request send defective products to The Company. The Customer bears cost and risk during transportation of the products to The Company. The Company bears cost and risk during transportation of the products to The Customer if errors or defects are covered by warranty.
9.5 Rectification. Within a reasonable time after The Company has given notice to the customer according to section 9.4 that an error or a defect is covered by the warranty, The Company rectifies the error or defect by replacing or repairing the product.
9.6 Cancellation. If The Company fails to rectify an error or a defect within reasonable time after The Company has informed the Customer according to section 9.4 due to causes that is not the responsibility of the Customer, and the error or defect has not been rectified within a reasonable time of at least 14 working days, the Customer may cancel all orders affected of the error or defect, without notice by informing The Company in writing. The Customer has no other rights in connection to the error or defect than mentioned in section 9.
10. Traceability of Down
10.1. Traceability. As a member of EDFA, Traumpass and Downpass The Company condemn live plucking of birds prohibited under European law and The Company undertakes:
• Not to use down and feathers obtained using methods that are cruel to the birds.
• To work with feathers and down obtained from slaughtered birds.
• To document traceability of down and feathers for products carrying the “Traumpass fashion” label in accordance with the certification requirements.
• To comply with the EDFA Traceability Standard.
11.1 Liability. Each party is responsible for its own acts and omissions according to existing law with the limits imposed by the contractual basis.
11.2 Product liability. The Company is responsible for product liability regarding delivered products to the extent that such responsibility is according to indispensible legislation. The Customer must indemnify The Company as far as The Company should become responsible besides that.
11.3 Indirect losses. Notwithstanding any opposite conditions in the contractual basis The Company is not responsible to the Customer for indirect losses, including loss of production, sales, profit, time or goodwill unless it is caused intentionally or by gross negligence.
11.4 Force Majeure. Notwithstanding any opposite conditions in the contractual basis The Company is not responsible to the Customer for the missing fulfillment of obligations due to force majeure. The irresponsibility lasts as long as the force majeure. Force majeure is conditions beyond The Company's control which ought not to be contemplated by The Company at the time entering into the contract with the Customer. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and labor disputes.
12. Intellectual Property Rights
12.1 Ownership. The full ownership of all intellectual property rights concerning products such as patents, designs, trademarks and copyrights, belongs to The Company.
12.2 Infringement. If the products delivered infringe the intellectual property rights of a third party The Company must on their own account: (i) ensure the right of the Customer to continue to use the infringing products, (ii) change the infringing products, so they can no longer infringe, (iii) replace the infringing products with products that do not infringe, or (iv) buy back the infringing products to the original acquisition price less 10% per year since delivery. The Customer has no other rights in connection to products infringing the intellectual property rights of a third party.
13.1 Disclosure and use. The Customer is not allowed to disclose or use or put others in a position to use confidential information of The Company or other information of whatever nature, which is not open to the public.
13.2 Protection. The Customer is not allowed inappropriately to get access or try to get access to confidential information of The Company as described in section 12.1. The Customer must treat and store the information properly to avoid that it unintentional comes to other people's knowledge.
13.3 Duration. The obligations of the Customer after section 12.1 - 12.2 apply as long as the Parties are doing business together and the time after without time limitation no matter what caused the business to stop.
14. Existing law and venue
14.1 Existing law. The business between the parties is in all respects governed by Danish law.
14.2 Venue. Any dispute which may arise in connection with business between the parties shall be settled by a Danish court.