Terms and conditions of sale and delivery

1. Definitions

Unless otherwise stated in the text, the following definitions shall apply in these Terms of Sale and Delivery: “Customer” means the company or business that has placed an order with Klimabrands A/S. “KB” stands for Klimabrands A/S, CVR no. 33771622. “Terms of Sale and Delivery” stands for these Terms of Sale and Delivery including Warranty Provisions(https://klimabrands.dk/garantibestemmelser/)– which form an integral part of the Terms of Sale and Delivery. “Product” means one of KB’s products. “Custom Products” means non-stocked products at KB that are specially manufactured according to the customer’s wishes. “Surcharge” means the applicable surcharges for the delivery of Products, etc. from time to time, including shipping costs. “Direct deliveries” means the delivery of Products directly from KB to the end customer

2. Validity

These Terms and Conditions apply to all quotations for the sale and delivery of Products from KB, unless otherwise agreed in writing. These Terms of Sale and Delivery apply both in relation to KB’s delivery of Products to the Customer and in relation to Direct Deliveries.

3. product information

Product information such as prices, images, drawings, specifications and the like, as well as other information in KB’s catalogs and other sales material or in other media, including KB’s website, shall not be considered legally binding but indicative. KB cannot guarantee or warrant that the Product is suitable for the Customer’s needs. Therefore, the Customer is responsible for ensuring that the Product is fit for purpose and meets the necessary requirements.

4. product update

KB reserves the right to update product design and specifications without prior notice to improve products.

5. Delivery and transfer of risk

Upon delivery of the Product by a carrier appointed by KB, the risk of accidental loss of the Product upon delivery to the agreed delivery address is transferred. Unless otherwise agreed, the Customer shall pay a specified Surcharge for delivery of the Product. Delivery is subject to the unloading site being accessible by a passable road. The Customer is responsible for immediate unloading at the agreed delivery address. The Customer shall bear any additional costs if unloading cannot take place as expected. In case of delivery of the Product by a carrier other than a carrier appointed by KB, the risk of accidental loss of the Product passes upon collection of the Product from KB’s warehouse. KB reserves the right to make partial deliveries. If the order concerns Products that are not in KB’s warehouse on the order date, KB will notify the Customer within a reasonable time and state when delivery is expected to take place. In connection with the delivery, the Customer must immediately conduct an appropriate examination of the delivered Product. If the Customer claims that the delivered Product has visible damage, the Customer must notify KB immediately and no later than the day of delivery. If, in connection with the delivery of the Product, the Customer has signed a consignment note without remarks, it is not possible to complain that the Product had visible damage upon delivery. If the Customer wants to claim that the delivered Product had invisible damage upon delivery, the Customer must notify KB within 5 days of delivery of the Product. If Customer wants to complain about incorrect delivery, Customer must notify KB within 5 days of delivery.

6. Packaging

The Customer shall not alter, remove or delete the Product’s labeling or original packaging and delete any warnings, markings, notices or characteristics that form part of or appear on the Product or the Product’s packaging.

7 Prices

All prices are quoted in either Danish kroner or euros and are exclusive of VAT and ex stock.

8. Payment

Payment terms are net cash without deductions of any kind, unless otherwise agreed. If Customer does not pay the full amount on time, KB may charge interest from the due date according to the Interest Act + collection fee of DKK 100.

9. Returns

The Customer may exceptionally return purchased products within 8 days. This is provided that the Product is not purchased and is in undamaged condition and returned in its original packaging.

10. Warranty

As manufacturer of the Product, KB provides a warranty according to the terms described in Appendix 1.

11. Defects and complaints

If Customer wants to claim a defect in the Product that Customer has or should have discovered, Customer shall immediately and no later than 5 days after delivery of the Product notify KB thereof and state the nature of the defect. The Customer has the burden of proving that the defect in the Product claimed by the Customer existed at the time of delivery of the Product to the Customer. Rectification of defects in the Product will, at KB’s option, be either by repair of the defect or by replacement. The Customer is not entitled to assert any further remedies for defects, and the Customer is thus not entitled to compensation or reimbursement for losses and costs incurred by the Customer in connection with rectification or replacement, including costs for assembly and installation of the replaced Product. If the Customer has not notified KB of any defect in the delivered Product within 12 months after the delivery date, the Customer cannot later claim the defect. For parts that are replaced or repaired, KB assumes the same obligations that apply to the originally sold Product for a period of 12 months, however, KB’s liability for defects for any part of the sold Product cannot be extended to more than 18 months from the original date of delivery.

12 Limitations of liability in case of delay, defects or incorrect deliveries

In no event shall KB be liable for any operating loss, loss of profit or other indirect or consequential loss or damage, including liquidated damages or payment of other fines, due to delay or defects in the Product sold, unless KB has acted willfully or with gross negligence. The same applies in relation to faulty deliveries that are directly attributable to KB. The same also applies in relation to KB’s delay in relation to the delivery of one or more Services purchased by the Customer. KB’s total liability for damages can in no case exceed the price of the Product excluding VAT. Modification of or interference with the Product sold without KB’s written consent releases KB from any obligation in relation to the Product. If the Customer justifiably cancels the order due to a significant defect or significant delay and purchases a product equivalent to the Product, the Customer may claim its direct and documented costs of acquiring the equivalent product from another supplier from KB, but in no case exceeding 15% of the price excluding VAT of the defective or delayed Product. In addition, the customer is not entitled to any other compensation for the cancellation of the order, including transportation costs or similar. The following circumstances (force majeure) exempt KB from liability if they prevent delivery of the Product: Labor dispute, strike, lockout and any other circumstance beyond the control of the parties, such as fire, war, mobilization or unforeseen military call-up of similar magnitude, requisition, seizure, currency restrictions, riots and civil commotion, unusual weather and natural disasters, including volcanic eruptions and cloudbursts, outbreak of disease of a serious nature, lack of means of transportation, general shortage of goods, restrictions on motive power and shortages or delays in deliveries from suppliers caused by any of the circumstances mentioned in this clause. Circumstances as mentioned that occurred prior to the submission of the offer/order will only result in exemption from liability if their influence on the fulfillment of the order could not be foreseen at that time. KB must notify the customer in writing within a reasonable time if circumstances occur.

If the delay in delivery is due to force majeure, the delivery time shall be postponed for the duration of the hindrance, provided that both parties shall be entitled to cancel the order for delivery of the Product without liability if the hindrance has lasted for more than three months. This provision shall apply irrespective of whether the cause of the delay occurs before or after the expiry of the agreed delivery time.

13 Product liability

Product liability shall be governed by the applicable rules of Danish law with the limitations of liability set out in these Terms of Sale and Delivery. KB can only be liable for personal injury caused by a Product if it can be proven that the injury is the result of omission or negligence by KB or others for whom KB is responsible. KB is not responsible for any damage to real or personal property caused by a Product after delivery has occurred. KB is also not responsible for any damage to products manufactured by or stored at Customer or to Customer’s products in which a Product is incorporated. KB is not liable for any operating loss, loss of profit or other indirect or consequential loss or damage, including liquidated damages or payment of other penalties, resulting from a defective Product, unless KB can prove gross negligence or willful misconduct. Customer shall indemnify KB against any product liability claims made by third parties against KB to the extent KB is not liable to Customer under these Terms of Sale and Delivery.

14. Transfer of rights and obligations

KB is entitled to transfer all rights and obligations in relation to the fulfillment of an order to a third party without Customer’s consent.

15. changes

KB reserves the right to change these Terms and Conditions. The current version of the Terms and Conditions can always be found at www.klimabrands.dk

16 Choice of law and jurisdiction

These Terms of Sale and Delivery shall be governed by Danish law, disregarding Danish private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute that may arise in the parties’ trading relationship, as regulated by these Terms of Sale and Delivery, and which cannot be resolved amicably, shall be brought before the Court in Hjørring, Denmark.