General terms of sales and delivery / GTSD
1. Usage
1.1 Usage. Regular terms of sales and delivery (”the Terms”) apply to all agreements about HMJ Design A/S, CVR no. 30605571, (hereinafter referred to as ”the Company”) sales and delivery of products, spare parts and affiliated services for corporate clients.
2. Basis of Agreement
2.1 Basis of Agreement. Along with the Company’s offers and order confirmations, the Terms constitute the total basis of agreement about the Company’s sales and delivery of products, spare parts and affiliated services to the customer (hereinafter referred to as ”the Basis of Agreement). The Customer’s terms of purchase that are printed on orders or in other ways informed to the Company do not form a part the Basis of Agreement.
2.2 Changes and Add-Ons. Changes of and add-ons to the Basis of Agreement are only valid if the parties have agreed to this in writing.
3. Products, spare parts and services
3.1 Products and spare parts. Products and spare parts, which the Company sells and delivers to the customer, are new and in agreement with Danish legislation at delivery. The Company sells and delivers spare parts for a product for at least 12 months after it has been delivered to the customer.
3.2 Services. Affiliated services, which the Company sells and delivers to the customer in connection with sales and delivery of products or spare parts, e.g. assembly and sewing, are performed by correct workmanship and in agreement with Danish legislation at delivery.
3.3 Limitation of Liability. Products, spare parts and affiliated services, which the Company sells and delivers to the customer, are meant to be used for enclosure and foreclosure in zoos or animal parks and for use in countries that are evident in the offer and/or order confirmation. Notwithstanding potential contradictory terms in the Basis of Agreement, the Company is not liable in any instances of losses or damages that have been caused by usage for other purposes or use outside the country/countries that are evident in the offer or the order confirmation. The customer must indemnify the Company to the extent where the Company should potentially be held liable for such loss or damage.
4. Price and Payment
4.1 Price. The price for products, spare parts and affiliated services follow the Company’s valid price list of the time where the Company confirms the customer’s order, unless the parties have agreed otherwise in writing. All prices are exclusive of VAT.
4.2 Payment. The Customer must pay all invoices for products, spare parts or affiliated services no later than 30 days after the date of invoice, unless the parties have agreed otherwise in writing.
5. Delayed Payment
5.1 Interest. If the customer neglects to pay an invoice on products, spare parts or affiliated services in due time by reasons for which the Company is not accountable, the Company is entitled to receive an interest of the overdue payment of 1 per cent each month from due date and until the payment is made.
5.2 Termination. If the customer neglects to pay an overdue payment on products, spare parts or affiliated services 14 days at the latest after having received a written claim on payment from the Company, the Company is, in addition to interest as mentioned in point 5.1, entitled to: (i) terminate the sales of products, spare parts or affiliated services that are relevant to the delay, (ii) terminate the sales of products, spare parts or affiliated services that have not yet been delivered to the customer or demand a prepayment for these sales, and/or (iii) make use of other remedies for breach of contract.
6. Offers, orders and order confirmations
6.1 Offer. The Company’s offer is valid for 30 days from the date where the offer is dated, unless otherwise stated in the offer. Acceptance of an offer that is received by the Company after the period of time for acceptance is not binding for the Company, unless the Company informs the customer otherwise.
6.2 Orders. The customer must send orders on products, spare parts or affiliated services to the Company in writing. An order must include the following information for every ordered service: (i) order number, (ii) serial number, (iii) description of service, (iv) quantity, (v) price, (vi) terms of payment, (vii) delivery date, (viii) delivery address and (ix) terms of delivery.
6.3 Order confirmations. The Company strives to send a written confirmation or rejection of an order on products, spare parts or affiliated services to the customer no later than 3 workdays after receiving the order. Confirmations and rejections must be done in writing in order to bind the Company.
6.4 Alteration of orders. The customer cannot alter an order on products, spare parts or affiliated services that has been made without the Company’s written consent.
6.5 Contradictory terms. If the Company’s confirmation of an order on products, spare parts or affiliated services is not in accordance with the customer’s order or the Basis of Agreement, and the customer is not willing to accept the contradictory terms, the customer must inform the Company in writing no later than 3 days after receiving the order confirmation. Otherwise the customer is bound by the order confirmation.
7. Delivery
7.1 Term of delivery. The Company delivers all sold products and spare parts at the customer’s address.
Time of Delivery. The Company delivers all sold products, spare parts or affiliated services at the time that is evident in the Company’s order confirmation. The Company is entitled to deliver before the agreed time of delivery, unless the parties have agreed otherwise.
7.2 Examination. The customer must examine all products, spare parts and affiliated services at delivery. If the customer finds a fault or a deficiency that the customer wants to refer to, it must immediately be informed in writing to the Company. If a fault or a deficiency, that the customer has found or should have found, is not immediately informed about in writing to the Company, it cannot be claimed at a later time.
8. Delayed Delivery
8.1 Information. If the Company expects a delay in the delivery of products, spare parts or affiliated services, the Company will inform the customer hereof as well as the cause of the delay and a new expected time of delivery.
8.2 Termination. If the Company fails to deliver the products, spare parts or affiliated services 14 days at the latest after the agreed time of delivery due to reasons for which the customer cannot be held accountable, and if delivery does not happen within a reasonable time of at least 7 days, the customer is entitled to terminate the order(s) that are affected by the delay without notice by informing the Company in writing. The customer does not have further rights in the event of delayed delivery.
9. Warranty
9.1 Warranty. The Company guarantees that products, spare parts and affiliated services are without significant faults and deficiencies in design, material and finish for 12 months after the delivery. For parts that are changed under warranty, the warranty period is 12 months after the change, however, the period cannot exceed 24 months after the original delivery.
9.2 Exceptions. The Company’s warranty does not include faults or deficiencies that are caused by: (i) regular wear and tear, (ii) storage, installation, usage or maintenance in conflict with the Company’s instructions or regular practice (iii) repairs or alterations performed by others than the Company, or (iv) other circumstances for which the Company is not accountable.
9.3 Information. If the customer finds a fault or a deficiency during the warranty period that the customer wants to refer to, it must be informed to the Company in writing. If a fault or a deficiency, that the customer has found or should have found, is not immediately informed about in writing to the Company, it cannot be claimed at a later time. The customer must provide the Company with whatever information the Company asks for about the informed fault or deficiency.
9.4 Examination. Within a reasonable time period after having received information from the customer about a fault or a deficiency and having examined the demand, the Company will inform the customer whether or not the fault or deficiency is covered by the warranty. The customer must by request send return defect parts to the Company. The Company carries the costs and risks during transport to the customer if the fault or deficiency is covered by the warranty.
9.5 Remediation. Within a reasonable time period after the Company has informed the customer according to point 9.4 whether or not a fault or deficiency is covered by the warranty, the Company will remedy the fault or deficiency by: (i) changing or repairing the defect parts, or (ii) sending parts to the customer with a view to having the customer itself do the change or reparation.
9.6 Termination. If the Company fails to remedy a fault or deficiency that is covered by the warranty within a reasonable time period after the Company has informed the customer as mentioned in point 9.4 due to reasons for which the customer is not accountable, and the fault or deficiency is not remedied within a reasonable time period of at least 14 days, the customer is entitled to terminate the order(s) that are affected by the fault or deficiency without notice by informing the Company in writing. The customer does not have further rights in relation to faults and deficiencies in products, spare parts or affiliated services apart from the rights that are expressively evident from point 9.
10. Liability
10.1 Liability. Each part is liable for its own actions and omissions under current law with the limitations that follow the Basis of Agreement.
10.2 Product liability. The Company is liable for product liability in regard to delivered products and spare parts to the extent that such liability follows mandatory legislation. The customer must indemnify the Company to the extent where the Company should potentially be held liable for additional product liability.
10.3 Limitation of Liability. Notwithstanding potential contradictory terms in the Basis of Agreement, the Company’s liability towards the customer cannot exceed a total of 10 per cent of the sales of products, spare parts and affiliated services in a calendar year that the Company has invoiced net to the customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or with gross carelessness.
10.4 Indirect loss. Notwithstanding potential contradictory terms in the Basis of Agreement, the Company is not liable for the customer’s indirect losses, including loss of production, sales, profit, time or goodwill, unless it is caused intentionally or with gross carelessness.
10.5 Force majeure. Notwithstanding potential contradictory terms in the Basis of Agreement, the Company is not liable to the customer for not fulfilling responsibilities, which has been caused by force majeure. The exemption from liability lasts as long as force majeure lasts. In regard to force majeure, it refers to circumstances that are beyond the control of the Company and that the Company should not have anticipated at the making of the agreement. Examples of force majeure are unusual natural conditions, sudden and unanticipated tightenings and/or changes of rules and practice from the legislator, war, terror, fire, flooding, vandalism as well as labour disputes.
11. Nonmaterial rights
11.1 Property rights. The full property right for all nonmaterial rights that occur in connection with the Company’s performance of services, including patents, design, trademarks and copyrights belong to the Company.
11.2 Violation. If the delivered products or spare parts violate the non-material rights of a third party, the Company must at its own cost: (i) ensure the customer’s right to continue using the violating products or spare parts, (ii) change the violating products or spare parts so that they will no longer be violating, (iii) replace the violating products or spare parts with some that are not violating, or (iv) repurchase the violating products or spare parts at the original net price with a deduction of 10 per cent each year since the delivery. The customer does not have any further rights in relation to products, spare parts or affiliated services violating the non-material rights of a third party.
12. Confidentiality
12.1 Transmission and usage. The customer must not transmit or use or enable others to use the Company’s business secrets or other information regardless of character, which are not publicly available.
12.2 Protection. The customer must not unjustafiably acquire or seek to acquire knowledge or command over the Company’s confidential information as described in point 12.1. The customer must handle and hold the information safely to avoid that they unintentionally become known to others.
12.3 Duration. The obligations of the customer according to point 12.1-12.2 are valid throughout the commerce between the parties and without time limit after the conclusion of the cooperation with no regard to the cause of the conclusion.
13. Current law and venue
13.1 Current law. The commerce between the parties is in all respects subject to Danish law.
Venue. Any dispute that may arise in connection with the cooperation of the parties must be settled in a Danish court of law.