General Terms and Conditions of Sale and Delivery
for Members of the Association of Danish Furniture Industry
Scope
The following General Terms and Conditions of Sale and Delivery apply to all offers, sales, and deliveries of the seller, even if the buyer prescribes different conditions. Deviations from the sales and delivery conditions below require the written consent of the seller.
§ 1 Trade Terms
Any agreed trade terms are to be interpreted according to the Incoterms applicable at the time of contract conclusion. If no specific trade term is agreed, the "ex works" clause applies.
§ 2 Insurance
A transport insurance contract is to be concluded by the buyer unless the parties have agreed otherwise. The buyer undertakes to keep the goods insured otherwise as well.
§ 3 Delivery Delay
If the seller realizes that they cannot meet the agreed delivery date or that they are likely to be delayed in delivery, they must immediately notify the buyer in writing, specifying the reason for the delay and, if possible, the expected delivery date. If the delivery delay is attributable to any of the circumstances mentioned in § 9 (Force Majeure) or to acts or omissions of the buyer, the delivery period is extended to a reasonable extent. This provision applies regardless of whether the reason for the delay occurs before or after the expiry of the agreed delivery period. The buyer cannot withdraw from the contract due to delivery delay caused by the seller unless the delay exceeds 3 months. The buyer cannot claim damages for delivery delay.
§ 4 Acceptance Default
If the buyer realizes that they cannot accept the goods on the agreed date or that they are likely to default on acceptance, they must immediately notify the seller in writing, specifying the reason for the default and, if possible, the expected acceptance date. Regardless of whether the buyer fails to accept the goods by the agreed date, they are obliged to make any payment due to the delivery as if the delivery of the goods in question had been made. The seller must ensure that the goods are deposited at the buyer's expense and risk. Upon the buyer's request, the seller must insure the goods at the buyer's expense. The seller is entitled to request the buyer in writing to accept the goods within a period of 15 days. If the buyer fails to comply with this request for reasons not attributable to the seller, the seller is entitled to withdraw from the contract in writing for the part of the goods ready for delivery that have not been accepted due to the default in acceptance. In this case, the seller is entitled to compensation for the damages caused by the buyer's breach of contract.
§ 5 Payment, etc.
The purchase price becomes due for payment in cash upon delivery of the goods unless otherwise agreed. If the buyer fails to make payment on time, the seller is entitled to demand default interest of 1.5% per commenced month from the due date. Any return of goods can only be made by prior agreement with the seller. The return shipment must be carriage-paid. In case of non-payment, the buyer/the debtor is obliged to pay all costs associated with debt collection, including fees and fees to lawyers, collection agencies, etc.
§ 6 Retention of Title
The seller reserves the right of ownership of the sold goods until full payment has been made. However, in connection with sales to Germany, the retention of title shown in Appendix D98 applies.
§ 7 Defects
The seller undertakes to remedy all defects due to errors in design, material, or manufacture by repair or exchange of the goods in accordance with the following points; however, the seller is not liable for defects. Smaller branches, color deviations, strong and weak annual rings in wood, as well as growth marks in leather, are a sign of authenticity and are not considered defects. The seller's liability extends only to defects that occur within two years from the day the goods are delivered to the buyer. Defects discovered by the buyer must be reported to the seller in writing immediately.
§ 8 Product Liability
The seller is only liable for property damage caused by the product if the damage can be proven to be due to errors or omissions of the seller or their employees. In no event shall the seller be liable for loss of profit or other financial consequential damages. To the extent that the seller is held liable for product liability to third parties, the buyer is obliged to indemnify the seller to the same extent as the seller's liability is limited according to the preceding paragraphs. If a third party claims damages against the buyer due to a product defect, the buyer must inform the seller thereof immediately.
§ 9 Force Majeure
The following circumstances existing at the seller relieve them of liability if they prevent the performance of the contract or make the performance unreasonable: labor disputes and all other circumstances beyond the control of the seller, such as fire, war, mobilization, or unforeseen military call-ups of a corresponding extent, requisition, seizure, foreign exchange restrictions, riots and unrest, lack of transportation, unless this lack was foreseeable by the seller, general scarcity of goods, as well as defects in deliveries or delivery delays on the part of the upstream suppliers attributable to one of the circumstances mentioned in this paragraph. Circumstances such as those mentioned that existed before the conclusion of the contract only have the effect of relieving liability if their influence on the performance of the contract at the time of contract conclusion was unforeseeable by the seller. It is the seller's responsibility, if they wish to rely on a reason for exemption from liability mentioned in this paragraph, to notify the buyer of this reason immediately in writing. Without prejudice to the provisions of these terms and conditions of sale and delivery in other respects, each of the contracting parties may withdraw from the contract by written notice to the other party if a circumstance mentioned in this paragraph prevents the performance of the contract for more than six months.
§ 10 Legal Disputes
All legal disputes arising from this contract shall be decided under Danish law. The place of jurisdiction is, at the choice of the seller, the place of jurisdiction of the seller or that of the buyer.