NORVIGROUP Denmark A/S • Quilts of Denmark
General terms and conditions of Sale
1. Application
1.1 Application. These general terms and conditions of sale and delivery (the “Terms”) apply to all agreements regarding NorviGroup Denmark A/S, CVR no. 10031656 (the “Company”), sale and delivery of products to business customers.
1.2 Amendments. The Company reserves the right to amend the Terms at any time—however, with 30 days’ notice to the Customer.
2. Contractual Basis
2.1 Contractual basis. Together with the Company’s quotations/offers and order confirmations, these Terms constitute the entire contractual basis for the Company’s sale and delivery of products to the Customer (“Contractual Basis”). The Customer’s own purchasing terms—whether stated in orders, correspondence or otherwise communicated to the Company—do not form part of the Contractual Basis.
2.2 Changes and addenda. Changes to, or addenda to, the Contractual Basis are only valid if agreed in writing by both parties.
3. Products
3.1 Products. The products sold and delivered by the Company to the Customer are new and comply with Danish legislation at the time of delivery.
3.2 Limitation of liability. The products must be handled, stored, used and maintained in accordance with applicable regulations and the Company’s instructions. Notwithstanding any contrary terms, the Company is not liable for any loss or damage attributable to use contrary thereto. The Customer shall indemnify and hold the Company harmless to the extent the Company may incur liability for such loss or damage.
4. Price and payment
4.1 Price. The price is determined in accordance with the Company’s then-current price list at the time the Company confirms the Customer’s order, unless otherwise agreed in writing. All prices are exclusive of VAT.
4.2 Payment. Invoices fall due for payment on the stated due date or no later than 30 days from receipt of the invoice, unless otherwise agreed in writing.
4.3 Retention of title. Notwithstanding agreed delivery terms, including transfer of risk, the Company retains title to all delivered products, regardless of which orders the products relate to, until the Company has received full payment of any outstanding balance between the Company and the Customer, or until immediately before the products are resold by the Customer to the Customer’s own customers.
5. Late payment
5.1 Interest. If the Customer fails to pay on time due to circumstances for which the Company is not responsible, the Company is entitled to interest on the overdue amount at 1% per month from the due date until payment is made.
6. Offers, orders and order confirmations
6.1 Offers. The Company’s offers are valid for 10 days from the offer date, unless otherwise stated. Acceptance received after expiry of the acceptance deadline is not binding on the Company unless the Company accepts it in writing.
6.2 Order confirmations. The Company endeavours to send a written order confirmation or rejection no later than 3 business days after receipt of the order. Only written order confirmations and rejections are binding on the Company.
6.3 Changes to orders. The Customer may not change a submitted order without the Company’s prior written acceptance.
6.4 Inconsistent terms. If the order confirmation is not in accordance with the Customer’s order or the Contractual Basis, and the Customer does not wish to accept the deviations, the Customer must notify the Company in writing no later than 1 business day after receipt of the order confirmation. Otherwise, the Customer is deemed to have accepted the order confirmation.
7. Delivery
7.1 Delivery terms. Unless otherwise agreed, the Company delivers all products sold ex works. If this term is deviated from in a separate agreement, any other agreed term must always be in accordance with Incoterms 2020.
7.2 Delivery time. Delivery takes place at the time stated in the order confirmation. The Company is entitled to deliver before the agreed delivery time unless otherwise agreed. The delivery time is not binding if the Customer does not comply with agreed payment terms regarding prepayment, opening of a letter of credit, or issuance of a bank guarantee.
Where, after conclusion of the agreement, the Customer must provide information, specifications, drawings or similar material, the delivery time is only binding if the relevant material is received on time.
7.3 Inspection. Upon delivery, the Customer must inspect the products. If the Customer discovers defects or deficiencies that are to be invoked, the Customer must submit a complaint immediately and in writing. If the Customer fails to complain immediately, the defect or deficiency cannot later be asserted.
8. Delayed delivery
8.1 Notice. If a delay is expected, the Company will inform the Customer, stating the reason and the new expected delivery time.
8.2 Termination. If delivery has not taken place no later than 5 business days after the agreed delivery time due to circumstances for which the Customer is not responsible, and delivery also does not take place within a reasonable period of at least 5 business days, the Customer may terminate the affected order(s) by written notice without further notice. The Customer has no other remedies for delayed delivery.
9. Warranty
9.1 Warranty. The Company provides an extended warranty on down duvets with down filling and a fill power (CUIN) above 650 (corresponding to approx. 10 on the previous scale). The warranty period is stated in the specifications on the individual product’s product page at www.quiltsofdenmark.dk. In the event of replacement under warranty, a new corresponding warranty period applies to the replacement product.
9.2 Exceptions. The warranty does not cover defects or deficiencies due to: (i) normal wear and tear, (ii) storage, use or maintenance contrary to the Company’s instructions or common practice, (iii) repairs or modifications carried out by parties other than the Company, or (iv) other circumstances for which the Company is not responsible. Baby and junior products are not covered by the extended durability warranty. This applies regardless of the products’ fill power, including fill power above 650 CUIN.
9.3 Notice. Defects or deficiencies to be invoked under the warranty must be notified to the Company immediately and in writing after they are discovered. If the Customer fails to do so, the claim cannot later be asserted. Upon request, the Customer must provide the information the Company may require to process the complaint.
9.4 Inspection. Within a reasonable time after receipt and examination of the complaint, the Company will notify whether the matter is covered by the warranty. Upon request, the Customer must send the relevant product(s) to the Company. The Customer bears the costs of and the risk for transport to the Company. If the complaint is covered by the warranty, the Company bears the costs of and the risk for transport back to the Customer.
Within a reasonable time after notice that the matter is covered by the warranty, the Company will remedy the issue by repair or replacement.
9.5 Termination. If the Company fails to remedy a warranty-covered defect or deficiency within a reasonable time, and the matter is not remedied within a reasonable period of at least 14 days, the Customer may terminate the affected order(s) by written notice without further notice. The Customer has no other rights regarding defects or deficiencies beyond what follows from this clause 9.
10. 2-year right to make a complaint (Sale of Goods Act)
10.1 Scope. For products not covered by the warranty in clause 9, a 2-year right to make a complaint is provided in accordance with the Danish Sale of Goods Act. The right to make a complaint covers defects and deficiencies in materials and workmanship that were present at the time of delivery or can be attributed thereto.
10.2 Conditions and limitations. The right to make a complaint does not cover matters due to normal wear and tear, incorrect use, lack of or incorrect maintenance, modifications or repairs carried out by parties other than the Company, or other circumstances for which the Company is not responsible. The Company is not obliged to cover matters due to cancellation/cancellation purchases.
11. Traceability of down
11.1 Traceability. As a member of EDFA, Traumpass and Downpass, the Company distances itself from live-plucking of birds, which is prohibited under European legislation, and the Company undertakes to:
• not use down and feathers obtained by methods that are irresponsible towards the birds,
• only use down and feathers originating from slaughtered birds,
• document traceability for down and feathers in products labelled “DownPass” in accordance with the certification requirements, and
• comply with EDFA’s Traceability Standard.
12. Liability
12.1 Liability. Each party is liable for its own acts and omissions under applicable law, subject to the limitations set out in the Contractual Basis.
12.2 Product liability. The Company is only liable for product liability to the extent required by mandatory legislation. The Customer shall indemnify and hold the Company harmless to the extent the Company may incur product liability beyond this.
12.3 Indirect loss. The Company is not liable for indirect loss, including operating loss, lost sales, lost profit, loss of time or loss of goodwill, unless the loss is caused by intent or gross negligence.
12.4 Force majeure. The Company is not liable for non-performance due to force majeure. The exemption from liability applies for as long as the force majeure event continues. Force majeure includes circumstances beyond the Company’s control that the Company could not reasonably have foreseen at the time the agreement was entered into, including, for example, unusual natural conditions, war, terror, fire, flooding, vandalism and labour disputes.
13. Intellectual property rights
13.1 Ownership. All intellectual property rights in and relating to the products, including patents, design rights, trademarks and copyrights, belong to the Company.
13.2 Infringement. If delivered products infringe third-party intellectual property rights, the Company must, at its own expense, either: (i) secure the Customer a right of use, (ii) modify the product, (iii) replace it with a non-infringing product, or (iv) repurchase the product at the original net purchase price less 10% per year from the time of delivery. The Customer has no other rights as a result of infringement.
14. Confidentiality
14.1 Disclosure and use. The Customer may not disclose, use or enable others to use the Company’s trade secrets or other non-publicly available information, regardless of type.
14.2 Protection. The Customer may not improperly obtain, or attempt to obtain, knowledge of or access to the Company’s confidential information. The Customer must handle and store the information responsibly to avoid unintended dissemination.
14.3 Duration. The Customer’s obligations under clauses 14.1–14.2 apply during the business relationship and without time limitation after the business relationship ends, regardless of the reason.
15. Governing law and venue
15.1 Governing law. The business relationship between the parties is governed by Danish law.
15.2 Venue. Any dispute arising out of or relating to the parties’ business relationship must be decided by a Danish court.