Terms of Sale and Delivery – HOLMRIS B8 A/S
1. Scope and duration
1.1 These Terms of Sale and Delivery apply to all quotations, orders, deliveries and payments where HOLMRIS B8 A/S (‘HB8’) is a supplier or sub-supplier, unless expressly departed from by written agreement (e.g. in the order confirmation).
1.2 The Buyer’s indication of any special or general terms in tender documents, commissions, orders, procurement terms or the like will be considered agreed, subject only to an express agreement to this effect, see clause 1.1.
1.3 These Terms of Sale and Delivery are effective from 1 January 2020 and remain in force until otherwise announced by HB8.
2.1 All quotations are submitted subject to errors, omissions and other discrepancies, including clerical errors, and subject to the goods being unsold and availability of production materials.
2.2 Quotations are binding on HB8 for a period of 30 days from the date of the quotation, unless otherwise expressly stated in the quotation.
2.3 The delivery times stated in the quotation are indicative only, as HB8 reserves the right to change the time of delivery in the final order confirmation.
3. Placing of order/Order confirmation
3.1 Agreements are binding on HB8 only when the Buyer has received a written order confirmation from HB8, except where the Buyer’s acceptance of quotations submitted by HB8 is within the time limit for acceptance, see clause 2.2.
3.2 The order confirmation and these Terms of Sale and Delivery are considered the applicable basis for any dealings between HB8 and the Buyer.
3.3 The Buyer must always check the order confirmation immediately upon receipt. Any objections to the content of the order confirmation must be communicated in writing to HB8 within three working days of the date of the order confirmation, as the Buyer will otherwise be bound by the order in accordance with the order confirmation.
3.4 Only orders for the purchase of HB8’s standard products can be canceled or changed, and any cancellation or change is subject in each case to HB8’s written acceptance and against simultaneous payment of (i) a 25% fee on the sales price stated in the order confirmation and possibly (ii) all costs incurred by HB8 in relation to the order.
3.5 HB8 reserves the right to reject orders until any outstanding balance owed by the Buyer to HB8 has been paid.
4.1 Unless otherwise agreed in writing, interior design advice and preparation of interior design suggestions, etc. are billed at the applicable hourly rate of DKK 850 per architect hour spent.
4.2 Work carried out by service fitters is billed at the applicable hourly rate of DKK 595, calculated for each fitter per hour, unless otherwise agreed in writing. One hourly rate applies for daytime work and a different rate applies for evening and weekend work.
4.3 Unless otherwise agreed in writing, freight, furniture assembly and any wall installation are billed at the prices applicable for these services at any time.
Order : < DKK 10.000 …………………………………….10 % of the amount billed excluding VAT (freight 4% + furniture assembly 6%)
Order : DKK 10 – 200.000 ……………………………. 8 % of the amount billed excluding VAT (freight 3% + furniture assembly 5%)
Order : > DKK 200.000 ………………………………….. 7 % of the amount billed excluding VAT (freight 3% + furniture assembly 4%)
5. Delivery and delivery time
Unless otherwise agreed (e.g. in the order confirmation), delivery is EX Works (EXW) HB8’s factory in Bjerringbro, Denmark, lncoterms 2020.
5.1 The delivery time stated in the order confirmation is the estimated time of delivery and will be finally confirmed at the end of the week prior to delivery. If a specific delivery from HB8 is delayed but made within four working weeks from the delivery time stated in the order confirmation, delivery is considered timely.
5.2 If the time of delivery is delayed for more than four weeks and if delivery has still not been made within five days after the Buyer’s subsequent demand for delivery, the Buyer is entitled to cancel the order in writing without payment of the amounts stated in clause 3.4. The Buyer will have no other remedies for breach of contract due to the delay, including claims for damages.
5.3 However, the Buyer’s right to cancel the order, see clause 5.2, does not apply where (i) HB8 A/S has stated that the delivery time is subject to reservations; (ii) the product is custom-made for the Buyer; (iii) non-delivery is due to force majeure, see clause 15; (iv) abnormally high demand; or (v) orders issued by public authorities.
5.4 If a delay is due to circumstances on the part of the Buyer, the Buyer is obligated to pay the purchase price at the agreed time, and the Buyer will incur storage costs, etc. Delivery by installments may be made. If delivery by installments is made at the customer’s request, DKK 1,500 is added for each installment.
5.5 For orders below DKK 10,000, DKK 850 is added for each order.
6. Prices and terms of payment
6.1 Unless otherwise agreed in writing, HB8’s prices are the prices in effect on the date of the order.
6.2 Unless otherwise agreed, the order will be subject to an environmental surcharge, covering, inter alia, on-site cleanup and environmentally sound handling and disposal of waste. The surcharge will depend on the size of the order:
DKK 0 -1.000.000 …….1,87%
DKK >1.000.000 …..….0,97%
6.3 Unless otherwise agreed in writing, the terms of payment are eight days net, cash on delivery.
6.4 For orders exceeding DKK 500,000 or orders containing specially produced products, HB8 reserves the right to change the terms of payment by charging: 30% at the receipt of the order, 40% at the start of production and 30% after completed and approved installation.
6.5 HB8 is always entitled to 100% prepayment upon receipt of orders of specially designed and manufactured customer solutions.
6.6 Unless some other method of payment is agreed in writing, payment is to be made by bank transfer to HB8’s account at the Buyer’s expense.
6.7 If payment is made after the final due date, interest will be charged at the rate of 1.2% for each month or part of a month from the due date until the amount is credited to HB8’s bank account. Interest bills are payable net cash within eight days.
6.8 If the Buyer has debts to HB8 that are past due for more than 30 days, purchases can be made only by cash on delivery (COD) or prepayment, regardless of the size of the debt due. The same applies if the Buyer has not been approved for credit.
6.9 The Buyer has no right of set-off against any claims the Buyer may have against HB8, and payment cannot be refused on account of defects in the product, unless HB8 has acknowledged the notification of defects. In case of delays, the Buyer cannot withhold the payment of claims already due.
7. Retention of title
7.1 Subject to the limitations following from mandatory rules of law, HB8 retains the title of the products sold until the purchase price, including costs incurred, has been paid in full to HB8 or, if the right to receive the purchase price has been assigned, to the assignee.
8.1 HB8 accepts returns of products only by prior agreement, and only if the products are returned to a storage facility designated by HB8 in clean, undamaged and unbroken packaging, see clause 3.4. Products and components not included in HB8’s standard product range, altered products, counters and products upholstered with customer fabric cannot be returned.
8.2 Returns are at the expense and risk of the Buyer. Once the products have been returned to HB8, the purchase price less 25% will be refunded to the Buyer.
9.1 HB8 provides a two-year manufacturing guarantee against manufacturing defects in materials and design for new, manufactured products. The guarantee never covers normal wear and tear, damage to cover or surfaces (including surface treatment) or damage resulting from incorrect and/or inadequate maintenance or use.
9.2 Unless otherwise agreed, a two-year manufacturing guarantee is provided on mechanical and electronic components, subject to the content and limitations following from clause 9.1.
9.3 Products manufactured to customer specifications are not covered by HB8’s test certificates for strength, durability and stability, and, accordingly, HB8 provides no guarantees on such products.
9.4 If the guarantee is invoked, HB8 may, at its discretion, choose between (i) redelivery; (ii) repair; (iii) accepting return of the products against crediting of the purchase price to the Buyer; and (iv) granting the Buyer a proportionate reduction in the purchase price. In all other respects, the provisions of clause 14 on limitation of liability apply to any liability for damages.
10. Defects and complaints
10.1 Complaints about errors or defects in the product must be made in writing no later than seven days after the date of delivery. Complaints made after the expiry of this time limit will have no legal effect, unless the error or defect could not be discovered by performing a thorough, immediate examination of the product upon delivery. In the latter case, complaints must be made no later than seven days after the error or defect was or should have been discovered. However, the Buyer can, under no circumstances, rely on errors or defects more than one year after delivery, unless a guarantee has been provided under clause 9.
10.2 Complaints about transportation damage or other errors or defects that are visible prior to unpacking the product must be made by the Buyer in writing upon delivery. Otherwise, the Buyer is not entitled to complain to HB8 about the damage.
10.3 In case of timely complaints about errors and defects, clauses 9.4 and 14 apply.
11. Product liability
11.1 HB8 is liable for any personal injury or damage to property caused by a delivered product if, by its nature, the object in question is normally intended for commercial use and is mainly used in compliance with this by the injured party.
11.2 HB8 is not liable for commercial property damage, unless it is established that the damage was due to an error on the part of HB8 that could not have been prevented by the Buyer’s examination of the products delivered.
11.3 If, as a result of commercial property damage, HB8 incurs liability to a third party that exceeds the limits established for HB8’s liability, the Buyer must indemnify HB8 in any respect.
11.4 If a third party raises a claim for damages based on product liability against the Buyer, the Buyer must immediately notify HB8 accordingly in writing.
11.5 In case of property damage and/or personal injury caused by defects in HB8’s products, HB8 must immediately be given access to inspect the location of the damage or injury and any property damage.
12. Technical information
12.1 Product information, illustrations, drawings, information about technical data (e.g. weight, dimensions, volumes, strength, load capacity, performance and surface), materials in catalogs, brochures or other materials from HB8 are indicative only.
12.2 HB8 reserves the right to change specifications and descriptions without prior notice.
12.3 All drawings and technical documents for products provided to the Buyer will remain the property of HB8. Such materials may not be used by the Buyer, copied, reproduced, handed over to a third party or otherwise communicated to a third party without HB8’s written permission.
13. Ergonomic information
13.1 HB8’s information about the ergonomic characteristics of the products is indicative only and cannot replace or substitute for individual ergonomic advice.
13.2 No liability for damages or any other remedies for breach may be invoked against HB8 regarding the content of ergonomic information or regulatory requirements.
14. Limitation of liability
14.1 HB8’s liability, including the delay liability in clause 5, the guarantee liability in clause 9, the defects liability in clause 10 and the product liability in clause 11, is in all respects limited by the provisions of this clause 14 on limitation of liability.
14.2 HB8 assumes no liability for damages for losses incurred as a result of delays, defects or other breach, unless such loss was caused by gross negligence on the part of HB8.
14.3 HB8 assumes no liability for indirect losses, including loss of goodwill, loss of earnings (e.g. loss of profits), operating loss, ongoing expenses or loss of customers.
14.4 In all instances, HB8’s liability for damages in relation to an individual order is limited to the value of the order in question, determined as the total purchase price excluding VAT.
15. Force majeure
15.1 The Buyer is not entitled to resort to remedies for breach of contract against HB8 if a delay in delivery is due to events beyond the control of HB8 where the event in question prevents the performance of the contract or makes the performance of the contract unreasonably burdensome such as fire, war, mobilization, labor disputes, sequestration, foreign exchange restrictions, uprising and unrest, general scarcity of goods or defects in or delays in deliveries from sub-suppliers.
15.2 If HB8 intends to claim exemption from liability due to force majeure, HB8 must notify the Buyer accordingly in writing within a reasonable period of time.
16. Governing law and venue
16.1 These Terms of Sale and Delivery are governed by Danish law.
16.2 Any dispute between the parties relating to these Terms of Sale and Delivery or their interpretation will be settled by the Court of Viborg or, if the dispute is subject to high court hearing, by the High Court of Western Denmark.
16.3 HB8 is also entitled to institute legal proceedings at the court of the judicial district in which the Buyer’s place of business is located.