General Conditions of Supply to Business Customers
1. The Purchaser is strongly advised to carefully read these Terms and Conditions (Danish: Handelsbetingelser).
2. Nordic Bikefit’s webshop is only open to business customers and by accepting these Terms and Conditions, the Purchaser confirms that he is a business customer (Danish: erhvervsdrivende kunde).
3. All modifications of or deviations from these Terms and Conditions must be agreed in writing.
4. All documentation and data contained in general product documentation and price lists, whether in electronic or any other forms, are binding only to the extent that they are by reference expressly included in the Contract.
5. All drawing and technical documents relating to the Product or its manufacture submitted by the Supplier, prior or subsequent to the formation of the Contract, shall remain the Supplier’s property. Drawings, technical documents or other technical information shall not, without the consent of the Supplier, be used for any other purpose than that for which they were provided. They may not, without the consent of the Supplier, otherwise be used or copied, reproduced, transmitted or communicated to a third party.
6. In connection with the provision of Education, the Supplier shall be entitled to take photographic images and to make video recordings of classes for the purpose of using these commercially to promote the Supplier and his services or for the purpose of providing feedback to instructors. Such images and recordings shall be the sole property of the Supplier.
7. The delivery of Products other than Education shall be Ex Works (EXW), which, inter alia, means that the delivery takes place at the Supplier’s place of business; that the risk of the Product passes to the Purchaser when the Product is handed over to the freighting company at the Supplier’s place of business (Danish: forsendelseskøb) or, alternatively, handed over to the Purchaser or his representative at the Supplier’s place of business (Danish: afhentningskøb); and that the Purchaser pays all freighting costs. The delivery of Education, shall be such place as determined by the Supplier at the Date of Invoice.
8. At the Purchaser’s cost, the Supplier arranges transport for Products other than Education to the address designated by the Purchaser using the following freighting companies:
Shipments to Norway: PostNord
Shipments to other countries: GLS or DAO 365
9. If, after the formation of the Contract, the Supplier becomes aware that he will not be able to deliver the Product to the Purchaser due to his supplier not being able to deliver to him, he shall without undo delay notify the Purchaser and the Contract shall be terminated without the Purchaser being entitled to any form of compensation.
10. In case of late delivery for which the Supplier is responsible, the Supplier shall without undue delay inform the Purchaser hereof and shall deliver the Product or Products in question as soon as possible and in any case within a reasonable timeframe. If the Supplier is not able to deliver within such reasonable timeframe, the Purchaser is entitled to terminate the Contract without being entitled to any form of compensation.
11. The Purchaser waives any claim, including but not limited to, for shortages in quantity, lengths or weight of any Product delivered if any such claim is not lodged with the Supplier within seven (7) days from delivery of the Products.
12. If the Purchaser anticipates that he will be to unable accept delivery of the Product at the delivery time, he shall forthwith notify the Supplier in writing thereof, stating the reason and, if possible, the time when he will be able to accept delivery. If the Purchaser fails to accept delivery at the delivery time, he shall nevertheless pay any part of the purchase price which becomes due on delivery as if delivery had taken place, and the risk of the Product shall nevertheless pass to him as if delivery had taken place.
13. If, in the case of the provision of Education, the Purchaser for whatever reasons is unable to attend all or part of the training course, he will not be entitled to any refund of the price paid.
PRICING, PAYMENT AND CREDIT
14. The price charged for the Product shall be exclusive of any Transaction Tax and as per the price determined by the Supplier at the Date of Invoice. Any price indications or price lists are superseded by the price fixed at the Date of Invoice.
15. Payments shall be made within 14 days of the Date of Invoice for Products other than Education whereas payments shall be made on the Date of Invoice for Education. Whatever the means of payment used, payment shall not be deemed to have been effected before the Supplier’s account has been fully and irrevocably credited.
16. If the Purchaser fails to pay by the stipulated date, the Supplier shall be entitled to interest of 1.75% per month from the day on which the payment was due and to late payment fees of up to DKK150 per 3 month period following the date on which payment was due.
17. If the Purchaser fails to make payment as required by Clause 15 then the Supplier may commence debt recovery proceedings against the Purchaser. The Purchaser agrees to pay all of the Supplier’s debt recovery and legal costs on an indemnity basis if debt recovery proceedings are commenced against him.
PASSING OF RISK AND RETENTION OF TITLE
18. While the risk in the Product passes on delivery of the Product to the Purchaser by the handing over of the Product to the freighting company at the Supplier’s place of business (Danish: forsendelseskøb) or collection of the Product by the Purchaser or his representative at the Supplier’s place of business (Danish: afhentningskøb) or title in the Product passing to the Purchaser, whichever occurs first, the Product shall remain the property of the Supplier until paid in full to the extent that such retention of title is valid under the applicable law. The Purchaser shall at the request of the Supplier assist him in taking any measure necessary to protect the Supplier’s title to the Product in the country concerned. The retention of title shall not affect the passing of risk under Clause 7.
LIABILITY FOR DEFECTS
19. Pursuant to the provisions of Clauses 20-28 inclusive, the Supplier shall remedy any defect resulting from faulty materials.
20. The Supplier’s liability is limited to defects which appear within a period of 6 months from delivery. If the daily use of the Product exceeds that which is reasonable or agreed, this period shall be reduced proportionately.
21. When a defect has been remedied, the Supplier shall be liable for defects in the repaired or replaced Product under the same terms and conditions as those applicable to the original Product for a period of 6 months from the delivery of the original Product.
22. The Purchaser shall immediately notify the Supplier in writing of any defect which appears, and such notice shall under no circumstances be given later than the expiry of the period given in Clause 20. If the Purchaser fails to notify the Supplier in writing of a defect within the time limits set forth in the first paragraph of this Clause, he loses his right to have the defect remedied. The Purchaser shall at his own cost return the defect Product to the Supplier if so requested by the Supplier.
21. On receipt of the notice under Clause 22, the Supplier shall notify the Purchaser if the defect Product shall be returned to him, and furthermore he shall remedy the defect without undue delay and at his own cost as stipulated in Clause 19-28 inclusive. The Supplier has fulfilled his obligations in respect of remedying the defect when he, at his sole discretion, delivers to the Purchaser a duly repaired or replaced Product or, alternatively, refunds the Purchaser the price paid for the Product.
24. If the Purchaser has given such notice as mentioned in Clause 22 and no defect is found for which the Supplier is liable, the Supplier shall be entitled to compensation for the costs he has incurred as a result of the notice.
25. The Purchaser shall at his own expense arrange for any dismantling and reassemble of equipment other than the Product, to the extent that this is necessary to remedy the defect.
26. Defective Products which have been replaced shall be made available to the Supplier and shall be his property.
27. The Supplier is liable only for defects which appear under the conditions of operation provided and under the proper use of the Product for its intended purpose. The Supplier’s liability does not cover defects which are caused by faulty operation or maintenance, incorrect assembly or erection or faulty repair by the Purchaser, or by alterations carried out without the Supplier’s consent in writing. Finally, the Supplier’s liability does not cover normal wear and tear or deterioration.
28. Save as stipulated in Clause 19-27, the Supplier shall not be liable for any defect. This applies to any loss a defect may cause including, but not limited to, loss of production, loss of profit and any other indirect loss.
LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT
29. The Supplier shall not be liable for any damage caused by the Product after it has been delivered. This limitation of Supplier’s liability shall include, but not be limited to, any damage to products manufactured by the Purchaser, or to products of which the Purchaser’s products form a part. If the Supplier incurs liability toward any third party for such damage to property as described in the preceding paragraph, the Purchaser shall indemnify, defend and hold the Supplier harmless. If a claim for damage as described in this Clause is lodged by a third party against the Purchaser or the Supplier, the Party to whom the claim is lodged shall forthwith inform the other Party thereof in writing. The Supplier and the Purchaser shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by the Product.
30. Either Party shall be entitled to suspend performance of his obligations under the Contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any circumstances beyond the control of the parties such as fire, war, extensive military mobilisation, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by subcontractors caused by any such circumstances referred to in this Clause. A circumstance referred to in this Clause whether occurring prior to or after the formation of the Contract could not be foreseen at the time of the formation of the Contract.
31. The Party claiming to be affected by Force Majeure shall notify the other Party in writing without delay on the intervention and on the cessation of such circumstance. If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate the Supplier for expenses incurred in securing and protecting the Product.
32. Regardless of what might otherwise follow from these General Conditions of Supply to Business Customers, either Party shall be entitled to terminate the Contract by notice in writing to the other Party if performance of the Contract is suspended under Clause 30 for more than six months.
33. Notwithstanding other provisions in these General Conditions of Supply to Business Customers regarding suspension, each Party shall be entitled to suspend the performance of his obligations under the Contract, where it is clear from the circumstances that the other Party will not be able to perform his obligations. A Party suspending his performance of the Contract shall forthwith notify the other Party thereof in writing.
34. Save as otherwise stated in these General Conditions of Supply to Business Customers there shall be no liability for either Party towards the other Party for loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever.
DISPUTES AND APPLICABLE LAW
35. Should there be any dispute arising out or in connection with the Contract, the Purchaser and the Supplier must attempt to resolve the dispute by negotiation in good faith before initiating litigation.
36. All disputers arriving out of or in connection with the Contract shall be finally settled by court of justice in Denmark.
37. The Contract shall be governed by the laws of Denmark.
DEFINITIONS AND INTERPRETATION
38. In this Contract capitalised terms shall have following meaning:
39.In accordance with § 28 of the Federal Data Protection Act, attention is drawn to the fact that the information contained in the necessary stored data is used solely within the scope of business processing by means of an EDP system in accordance with § 33 of the Federal Data Protection Act.
Personal data will of course be treated confidentially.
“Contract” means the contract formed between the Supplier and the Purchaser by an Order being accepted by the Supplier through the issuance of an invoice;
“Date of Invoice” means the actual date of the invoice issued by the Supplier;
“Education” means any educational or training services supplied by the Supplier;
“Order” means an order or offer by the Purchaser to purchase from the Supplier (Danish: Købers fremsættelse af tilbud til Sælger);
“Party” means either the Purchase or the Supplier;
“Product” means any goods, products, services, Education or materials to be supplied by the Supplier;
“Purchaser” means the person or company placing the Order with the Supplier (Danish: “Køber”);
“Supplier” means, unless otherwise specified in the Contract, Nordic Bikefit, Naverland 34, 2600 Glostrup, Denmark (VAT: DK34945357) (Danish: “Sælger”)
“Terms and Conditions” means these General Conditions of Supply to Business Customers (Danish: “Handelsbetingelser”).
“Transaction Tax” means goods and services tax (VAT) as well as any identified or new transaction taxes that come into existence after the effective date of these General Conditions of Supply to Business Customers.