General Terms and Conditions of Sale and Delivery of Kvadrat Soft Cells A/S
These general terms of sale and delivery apply to all Kvadrat Soft Cells deliveries. The aim is to briefly describe the terms which apply to the delivery of Kvadrat Soft Cells products and which go beyond what is required by current Danish legislation.
In principle, Kvadrat Soft Cells deliveries are covered by the Danish Sale of Goods Act. In addition, Kvadrat Soft Cells relies exclusively on the below-mentioned exceptions or on a written agreement entered into for a specific transaction. Thus, Kvadrat Soft Cells does not accept any terms of sale stipulated by the buyer before or after the issue of the order confirmation, unless confirmed in writing by Kvadrat Soft Cells.
An offer quoted by Kvadrat Soft Cells is not binding until Kvadrat Soft Cells has received the buyer’s acceptance and has issued an order confirmation. Any offer made by Kvadrat Soft Cells is valid for 90 days from the date of the offer. The order confirmation and these general terms constitute the purchase agreement entered into between the buyer and Kvadrat Soft Cells.
All prices quoted by Kvadrat Soft Cells are based on these general terms and reflect the limited liabilities of Kvadrat Soft Cells. Where a buyer wants to deal with Kvadrat Soft Cells on other terms than these general terms, this may be agreed separately and Kvadrat Soft Cells may make a revised quotation.
The purchase price is quoted in the quotation accepted by the buyer, exclusive of delivery, installation, VAT and other indirect taxes. Where the purchase price is not mentioned in the order confirmation, the price applicable on the date of delivery applies. Kvadrat Soft Cells may adjust the purchase price if overall manufacturing costs increase due to unforeseen circumstances such as an increase in the price of raw materials, direct and indirect taxes, etc.
Delivery and installation costs will be agreed and quoted separately. Please check all details of this quotation carefully. Unless we are notified at once of any discrepancy it will be completed as above.
Production will only commence upon receipt of deposit payment as agreed. Kvadrat Soft Cells will not be liable for any impact to lead-times caused by delayed payment.
When the terms and conditions of delivery have been agreed, they must be construed in accordance with the INCOTERMS applicable at the time of purchase. Unless otherwise agreed, delivery is Ex Works. Kvadrat Soft Cells handles shipping and determines the method of dispatch. Dispatch is made at the buyer’s expense, risk, etc.
Other terms and conditions must be agreed separately.
Duty of complaint and examination
The buyer is obliged to examine the products carefully upon receipt and to report and describe any product defect which it has or ought to have noted without undue delay and not later than eight days from receipt. The buyer is not entitled to later invoke any defects which would have been revealed by such examination.
Unless otherwise stated, Kvadrat Soft Cells’ terms of payment are 30 days from the date of the invoice. In the event of late payment, i.e. later than 30 days from the due date of the invoice, default interest is added subject to the provisions of the Danish Interest Rate Act, i.e. at a monthly rate equal to Danmark Nationalbank’s reference rate of interest + 1%.
To the extent that conditional sale is permitted under current legislation, the products remain the property of Kvadrat Soft Cells until payment has been made.
Delays due to the buyer’s circumstances
If the buyer is unable to receive the products at the agreed delivery date, the buyer shall notify Kvadrat Soft Cells hereof without delay stating the reasons for this and the expected time of the cessation of such circumstances.
Kvadrat Soft Cells shall be entitled to issue the relevant invoice and claim payment in accordance therewith as if delivery had taken place on the original agreed delivery date. The original agreed date of delivery shall be considered the date of delivery for the purpose of the agreed delivery terms, in particular with respect to the passing of risk.
To the extent Kvadrat Soft Cells undertakes to make arrangements for storage of the products, such storage will be free of charge for the buyer the first seven (7) days. If storage is required for a longer period of time, the buyer agrees to pay all storage costs, additional handling and transportation costs and any other related costs from the eights (8th) day until the shipping date at a rate of 10 EUR per day per 1 m2 of surface used for storing the relevant products. Kvadrat Soft Cells is under no obligation to take care of or store the products in the event of delayed delivery due to the buyer’s circumstances.
Returns and cancellations
Kvadrat Soft Cells does not have a policy of accepting returns or cancellations other than for goods which are proved to be defect. However, if in an exceptional case Kvadrat Soft Cells accept a cancellation of an order, a 30 % handling fee will be applied to the goods in question. The handling fee will be calculated as 30 % of the total purchase price (inclusive of delivery costs, VAT and other indirect taxes, however, exclusive of installation costs) of the order in question. Kvadrat Soft Cells will in no case accept a cancellation, if the cancellation is requested by the buyer more than two days after Kvadrat Soft Cells has received the relevant order from the buyer.
Kvadrat Soft Cells guarantees that the products meet the specifications set out in the order confirmation subject, however, to the level of tolerance deemed acceptable by the industry. Kvadrat Soft Cells does not guarantee product suitability for specific purposes unless specifically requested by the buyer and this is specifically mentioned in the order confirmation.
Advice provided by Kvadrat Soft Cells on the specific suitability of the products is indicative only. As the buyer’s application of the products is beyond the control of Kvadrat Soft Cells, Kvadrat Soft Cells is not liable for the buyer’s actual use of the products. Kvadrat Soft Cells is not liable for any damage or loss arising out of the buyer’s incorrect or unusual application of the products.
Any reference to Kvadrat Soft Cells and its products for own promotional purposes is subject to the written permission of Kvadrat Soft Cells.
General terms of sale and delivery
Defects and delays
Corresponding to our quality standards and technical instructions, Kvadrat Soft Cells strives to supply first quality products on time and to all its customers.
Kvadrat Soft Cells is not liable for any indirect damage or loss suffered by the buyer, including loss of production, profit, loss due to market fluctuations or any other operational loss irrespective of whether Kvadrat Soft Cells may be held responsible for such loss. Kvadrat Soft Cells’ defects liability period expires 12 months after the date of delivery. Kvadrat Soft Cells is not liable for any defects resulting from transportation, storage, faulty treatment and the general negligence of third parties.
Kvadrat Soft Cells is liable for damage caused by defective products in accordance with the provision of the Danish product liability act and the unwritten rules of product liability. Kvadrat Soft Cells is not liable for any damage resulting from the incorrect or unusual use of the products.
Kvadrat Soft Cells is not liable for damage to immovable and movable property except in the case of gross negligence on the part of Kvadrat Soft Cells.
If liability accrues subject to the above, it does not include operational loss, loss of time or other indirect loss. Unless otherwise agreed in writing, property damages are limited to DKK 2,500,000 per incident or series of incidents arising from the same delivery.
Where a third party makes a claim for damages against the buyer under the rules on product liability, the buyer must inform Kvadrat Soft Cells without delay. The buyer must hold Kvadrat Soft Cells harmless where third-party liability is imposed on Kvadrat Soft Cells beyond the abovementioned limitation of liability.
Kvadrat Soft Cells and the buyer are under a mutual obligation to appear as defendants before a court of law hearing a claim for damages resulting from damage allegedly caused by the products.
As mentioned under Applicable Law, the relationship between Kvadrat Soft Cells and the buyer is governed by Danish law, and as mentioned under Venue any dispute must be brought before the Maritime and Commercial Court in Copenhagen.
Kvadrat Soft Cells makes arrangement for installation
If Kvadrat Soft Cells undertakes to make arrangement for installation of the products, the buyer agrees to pay all installation costs and any other related costs.
The buyer shall ensure that on the agreed installation date and time (i) the installation contractor of Kvadrat Soft Cells has free access to the relevant premises, (ii) the surfaces and area surrounding the surfaces on which the products are to be installed are clear and accessible, and (iii) the surfaces on which the products are to be installed are durable and suitable for installation of the products.
If the installation contractor of Kvadrat does not have free access to the premises, the relevant area and/or surfaces, or the surfaces on which the products are to be installed are not durable or suitable for installation of the products as set out above, the buyer shall pay all costs involved with the installation contractors unsuccessful installation attempt.
The buyer makes arrangement for installation
Kvadrat Soft Cells is not responsible for any defect or damage resulting from wrongful installation of the products by the buyer or a third party by the order of the buyer where the Kvadrat Soft Cells Installation Guide has not been observed.
Neither the buyer nor Kvadrat Soft Cells as supplier have any influence on unforeseen events. None of the parties, therefore, are liable for the non-performance of the agreement due to circumstances which it was impossible to foresee (force majeure). This applies, however, only to the extent and as long as said circumstances prevent either party from meeting its obligations under this agreement.
The below-mentioned circumstances are considered a cause of exemption on the part of Kvadrat Soft Cells and the buyer if they render the performance of the agreement impossible or unnecessarily onerous:
Trade disputes and unforeseen events such as fire, war, mobilisation or military call up, application, seizure, amendments to regulations, currency restrictions, revolution or civil unrest, insufficient transportation, general shortage of materials, restrictions on the use of electricity, etc. and the shortage or delay of deliveries from sub- contractors due to any of the above mentioned circumstances.
Any dispute in connection with deliveries from Kvadrat Soft Cells must be settled in accordance with Danish law. The Danish international rules on civil law and “United Nations Convention on Contracts of International Sale of Goods” (CISG) do not apply to deliveries from Kvadrat Soft Cells.
Disputes arising in connection with deliveries from Kvadrat Soft Cells must be settled before the Maritime and Commercial Court in Copenhagen as the court of first instance.