Terms and conditions » Quilts of Denmark

Norvigroup Denmark A/S – Quilts of Denmark

General terms and conditions of sale and delivery

1. Application

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 – Quilts of Denmark, VAT number: 10031656 (“The Company”).

1.2 Changes. The Company reserves the right to changing these Terms at any time by giving a 30 days 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. Changes and supplements to the Terms are only valid if the parties have agreed in writing.

3. Products

3.1 Products. Products sold and delivered by The Company are new and comply with Danish legislation at 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 of any opposite conditions in the Terms, The Company cannot be held responsible for any loss or damage coursed by using the product in any other way. 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 current price list of The Company 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 of 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 an invoice for products on time due to reasons for which the Company is not responsible, the Company is entitled to add interest on the overdue amount of 1% per month from the due date until payment is made.

6. Offers, orders and order confirmations

6.1 Offer. The Company’s offer is valid for 10 days from the date on which the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding for the Company unless the Company informs the customer otherwise.

6.2 Order confirmations. The Company aims to send confirmation or rejection of an order for products to the customer in writing within 3 working days of receiving the order. Confirmations and refusals of orders must be in writing to tie the Company to the agreement.

6.3 Change of orders. The Customer cannot change an order placed for products without the Company’s written consent.

6.4 Inconsistent terms. If the Company’s confirmation of an order for products does not match the customer’s order or the Contractual Basis and the customer does not wish to accept the inconsistent terms, the customer must notify the Company in writing within one working day of receiving of the order confirmation. Otherwise, the customer shall be bound by the order confirmation.

7. Delivery

7.1 Terms of delivery. Unless otherwise agreed, the Company delivers all products sold ex works. If this condition is deviated from in a separate agreement, another agreed condition shall always be in accordance with Incoterms 2010.

7.2 Delivery time. The Company delivers all products sold at the time stated in the Company’s order confirmation. The Company is entitled to deliver before the agreed delivery time, unless the parties have agreed otherwise. The agreed delivery time is not binding on the Company if the Customer does not comply with any agreed payment dates regarding prepayment, opening of a letter of credit or issuance of a bank guarantee.
For deliveries where the Customer after the conclusion of the agreement must submit further information, specifications, drawings or similar, the agreed delivery time is only binding on the Company if the relevant material is received at the agreed time.

7.3 Examination. The customer shall inspect all products upon delivery. If the Customer discovers a defect or deficiency that the Customer wishes to invoke, it shall immediately be notified in writing to the Company. If a fault or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot later be claimed.

8. Delayed delivery

8.1 Notification. If the Company expects a delay in the delivery of products, the Company will inform the customer of this and state the reason for the delay and a new expected delivery time.

8.2 Termination. If the Company fails to deliver products within 5 working days of the agreed delivery time for reasons for which the customer is not responsible, and delivery is not made within a reasonable period of at least 5 working days, the customer may cancel the order(s) affected by the delay without notice by written notice to the Company. The customer shall have no other rights with regards to late delivery.

9. Warranty

9.1 Warranty. The Company warrants that products are free from material defects in design and materials for the number of months stated in the product description for the individual product. For products replaced under warranty, a new corresponding warranty period will commence.

9.2 Exclusions. The Company’s warranty does not cover faults or defects caused by: (i) ordinary wear and tear, (ii) storage, use or maintenance contrary to the Company’s instructions or common practice, (iii) repair or modification carried out by anyone other than the Company, and (iv) other conditions for which the Company is not responsible.

9.3 Notification. If the customer discovers a fault or defect during the warranty period that the customer wishes to invoke, it must immediately be notified in writing to the Company. If a fault or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot later be claimed. The customer shall provide the Company with the information about a notified fault or defect that the Company requests.

9.4 Examination. Within a reasonable time after the Company has received notification from the customer of a fault or defect and investigated the claim, the Company shall inform the customer whether the fault or defect is covered by warranty. The customer shall upon request send defective products to the Company. The customer shall bear the cost and risk of the product during transportation to the Company. The Company shall bear the cost and risk of products during transportation to the customer if the fault or defect is covered by warranty.

9.5 Rectification. Within a reasonable time after the Company has notified the customer in accordance with clause 9.4 that a fault or defect is covered by warranty, the Company shall remedy the fault or defect by replacing or repairing the product.

9.6 Cancellation. If the Company fails to remedy a fault or defect covered by warranty within a reasonable time after the Company has notified the customer in accordance with clause 9.4, for reasons for which the customer is not responsible, and the fault or defect is not remedied within a reasonable period of at least 14 days, the customer may cancel the order(s) affected by the fault or defect without notice by written notice to the Company. The customer has no other rights in connection with errors or defects in products than those expressly stated in clause 9.

10. Traceability of down

10.1 Traceability. As a member of EDFA, Traumpass and Downpass, the Company condemns the plucking of living birds which is prohibited under European legislation and the Company commits to:

– Not to use down and feathers obtained by methods that are cruel to the birds.
– Only using down and feathers from slaughtered birds.
– To document the traceability of down and feathers for products carrying the “Downpass” label in accordance with certification requirements.
– To meet EDFA’s Traceability Standard.

11 Liability

11.1 Liability. Each party is liable for its own acts and omissions in accordance with applicable law, subject to the limitations set out in 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 indispensable legislation. The Customer must indemnify The Company as far as The Company should become responsible besides that.

11.3 Indirect loses. Notwithstanding any contrary terms in the Contractual Basis, the Company is not liable to the customer for indirect losses, including loss of production, sales, profits, time or goodwill, unless caused intentionally or through gross negligence.

11.4 Force Majeure. Regardless of any conflicting terms in the Contractual Basis, the Company is not liable to the customer for failure to fulfill obligations that can be attributed to force majeure. The exemption from liability shall continue as long as the force majeure exists. Force majeure shall be deemed to be circumstances that are beyond the Company’s control and which the Company could not have foreseen when entering into the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and labor disputes.

12 Intellectual property rights

12.1 Ownership. Full ownership of all intellectual property rights relating to products, including patents, designs, trademarks and copyrights, belongs to the Company.

12.2 Infringement. If delivered products infringe third party intellectual property rights, the Company shall at its own expense: (i) secure for the customer the right to continue to use the infringing products, (ii) modify the infringing products so that they no longer infringe, (iii) replace the infringing products with non-infringing products; or (iv) buy back the infringing products at the original net purchase price deducted 10% per year since delivery. The Customer has no further rights with respect to product infringement of third party intellectual property rights.

13. Confidentiality

13.1 Disclosure and use. The Customer may not disclose or use or enable others to use the Company’s trade secrets or other information of any kind that is not publicly available.

13.2 Protection. The Customer must not improperly obtain or attempt to obtain knowledge or access to the Company’s confidential information as described in clause 13.1. The Customer must handle and store the information properly to prevent it from unintentionally coming to the knowledge of others.

13.3 Duration. The Customer’s obligations under clauses 13.1-13.2 apply during the parties’ trading period and without time limit after the termination of the trade regardless of the reason for the termination.

14. Applicable law and jurisdiction

14.1 Existing law. The business between the parties is in all respects subject to Danish law.

14.2 Venue. Any dispute that may arise in connection with the business between the parties must be settled by a Danish court.