GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY:
1.1. Unless otherwise indicated by the text or otherwise by the circumstances, these General Terms and Conditions of Sale and Delivery shall be subject to the following definitions: “CONZEPT” shall refer to Conzept International ApS, CVR no. 26627362. “Buyer” shall refer to the company or the enterprise that has placed an order with CONZEPT. “Product” shall refer to one or more products or services offered by CONZEPT. “Sales and Delivery Terms” shall refer to these Terms and Conditions of Sale and Delivery, including any appendices thereto.
2.1. Unless otherwise agreed, the Sales and Delivery Terms shall apply to all orders, order confirmations, sales and deliveries of Products from CONZEPT.
2.2. Whether the Buyer has referred to general terms and conditions of purchase or other standard terms used by the Buyer or not, the Buyer’s general terms and conditions of purchase or other standard terms shall not be applicable to purchases of any Products from CONZEPT by the Buyer.
2.3. CONZEPT reserves the right to amend these Sales and Delivery Terms. The Sales and Delivery Terms applicable at any time are available at www.conzept-int.dk.
3. Offers, Orders and Acceptance
3.1. CONZEPT shall accept only orders in writing from the Buyer, and such orders, once placed, shall be binding for the Buyer.
3.2. A binding agreement shall be signed once the Buyer has received an order confirmation in writing from CONZEPT.
3.3. If CONZEPT submits an offer that does not contain an acceptance deadline, the offer shall lapse if it is not accepted by the Buyer within 3 days of the offer date.
3.4. Where an order confirmation from CONZEPT deviates from the Buyer’s order and the Buyer does not accept the deviation, the Buyer shall, within 3 days of the date of the order confirmation, give CONZEPT notice in writing thereof. In the absence of such notice, the order confirmation shall apply.
3.5. Amendments or supplements to the original order are binding for CONZEPT only if CONZEPT has given the Buyer a confirmation for them in writing.
4. Product Information
4.1. Product information, including prices, drawings, specifications, and the like as well as other details in catalogues, advertisements, promotional materials or elsewhere, including information posted on the CONZEPT website, is not legally binding and shall be regarded as being indicative only.
4.2. CONZEPT retains the title to all drawings and technical specifications that are developed by CONZEPT and included in the development of the product. Such materials may not be copied, reproduced, communicated or otherwise handed over to unauthorised third parties. The materials shall be returned to CONZEPT after the end of the business engagement.
5. Prices and Payment Terms
5.1. Prices in offers, order confirmations and other references are stated in DKK exclusive of VAT etc., unless otherwise stated on offers, order confirmations and or other references.
5.2. Payments shall be claimed by invoices and made within the payment deadline specified in the respective invoice.
5.3. If payment is made after the due date specified in the invoice, the Buyer shall pay interest on the amount due at the rate of 2.5 % per commenced month. CONZEPT is in addition entitled to charge a reminder fee of DKK 200.00 per reminder and a compensation amount in accordance with the provisions of the Danish Interest Act.
5.4. If payment is made after the due date, CONZEPT reserves the right to make future deliveries to the Buyer subject to cash payment or prepayment.
5.5. The Buyer is not entitled to issue counterclaims, if any, against CONZEPT and is not entitled to withhold any part of the purchase price of the Product on account of counterclaims of any kind.
6. Retention of Title
6.1. Conzept International ApS retains the title to the Product being sold until the purchase price, including interest and any expenses, has been paid in full. The Buyer is not entitled to enter into any transactions that would compromise Conzept International ApS’ title to the goods.
7. Delivery Terms
7.1. Deliveries shall be made in accordance with the order confirmation.
7.2. The delivery time may be agreed to be a specific date or within a specific period of time. CONZEPT reserves the right to make changes to the delivery time if the Buyer fails, within a reasonable period of time prior to the delivery time, to provide all information or details that are necessary for the execution of the order.
7.3. If CONZEPT undertakes, on the Buyer’s behalf, to arrange for the transportation of the goods in accordance with the Buyer’s express order and instructions, CONZEPT in no way guarantees that the transportation will be carried out at the lowest cost for the Buyer.
7.4. CONZEPT shall arrange for insurance only if expressly agreed with the Buyer. As a general rule, a standard insurance policy will be the only insurance secured unless other coverage is specified in the agreement.
8.1. Under no circumstances may CONZEPT be held liable for operating losses, loss of time, loss of profit or any other indirect losses and repercussions as a result of a delayed delivery of Products by CONZEPT unless CONZEPT has acted with intent or gross negligence.
9. Failure to Collect Goods
9.1. Where the Buyer, after the delivery deadline, fails to collect the Product or provide instructions about shipping, CONZEPT is entitled to arrange for the storage and insurance of the Product at the Buyer’s expense.
9.2. Where the Buyer fails to collect the Product despite a request in writing, CONZEPT is entitled to sell the Product on the Buyer’s behalf at the best possible price. This applies also to parts that are custom made in accordance with the Buyer’s instructions.
9.3. Where CONZEPT incurs losses in connection with the Buyer’s failure to collect the delivery, CONZEPT is entitled to compensation.
10. Complaints and Duty of Inspection
10.1. The Buyer shall examine the Product on receipt. Defects that are discovered or should have been discovered in connection with such an examination or that are discovered later on shall be brought to CONZEPT’s attention in writing immediately and not later than 8 days after the defect has been or should have been discovered.
11.1. Faults in the Product resulting from defects in materials and/or production shall, at the discretion of CONZEPT, be rectified either by fixing the defect or by redelivering the Product provided that the Buyer has issued a proper and timely complaint respecting the fault in accordance with subsections 10.1. The Buyer may not claim any other defects and is therefore not entitled to claim compensation or reimbursement for losses and expenses that may have been incurred by the Buyer in connection with rectification or redelivery by CONZEPT.
11.2. Defects arising from improper use, inadequate maintenance, improper installation, connection or operation, accident, lightning, voltage variation, incorrect operation, general electrical disturbances or repairs that are not carried out or initiated by CONZEPT shall not be covered by CONZEPT’s liability for defects.
11.3. Where rectification or redelivery in accordance with subsection 11.1 does not take place within a reasonable period of time, the Buyer is entitled, subject to the provisions of Danish law and these Sales and Delivery Terms, to have the repairs performed by a third party at CONZEPT’s expense, on condition that the repair work is appropriate and reasonable and that CONZEPT has accepted and approved the work in writing. Where such repairs are performed by third parties, CONZEPT’s liability shall be limited to the direct expenses incurred in connection with the repair of the Product, and CONZEPT’s liability for repairs performed by third parties may never exceed the purchase price of the Product.
12. Product Liability
12.1. As for damage to property and personal injuries resulting from a defect in the Products delivered by CONZEPT (product liability), CONZEPT is liable only to the extent such liability is based on the mandatory provisions of the law. CONZEPT may not be held liable for any damage to the Buyer’s property or other possessions intended for commercial use.
12.2. The Buyer shall indemnify CONZEPT for any claims for damages regarding product liability made against CONZEPT by third parties to the extent CONZEPT is not liable to the Buyer subject to these Sales and Delivery Terms.
12.3. Under no conditions shall CONZEPT be liable for any operating losses, loss of time, loss of profit or other indirect losses and repercussions caused by the delivery by CONZEPT of a defective Product to the Buyer unless the Buyer can document that CONZEPT has acted with intent or gross negligence.
13. Force majeure
13.1. CONZEPT disclaims any liability for the non-fulfilment of an order arising from force majeure circumstances such as natural disasters, war and mobilisation, rebellion, riots, strike, lockout, any other form of industrial action, intervention by a public authority/government, import or export restrictions, fire, damage to the CONZEPT production plant, missing or incomplete deliveries by subcontractors, etc. or from any other condition that is beyond the control of CONZEPT.
13.2. Where fault-free or on-time delivery is prevented temporarily because of one or more of the above circumstances, the delivery time shall be extended by a period that corresponds to the duration of the respective obstacle. Missing or delayed deliveries of materials from subcontractors shall be regarded as a force majeure event that extends the delivery time specified by CONZEPT. If the obstacle prevents a delivery from taking place or makes a delivery possible only with disproportionately large expenses, CONZEPT reserves the right to cancel the respective order.
14.1. The Buyer is responsible for ensuring that the purchased Product may legally be used in the Buyer’s home country and for the purposes intended by the Buyer, including obtaining any required approval of the Products by public authorities or individuals for import and use.
14.2. The Buyer shall be solely responsible for any and all costs related to letters of credit and for expenses related to externally verified documentation.
15. Partial Invalidity
15.1. Should one or more of the provisions of these Sales and Delivery Terms be declared invalid or illegal or prove inapplicable, there shall be no impact on the validity, legality and applicability of the other provisions.
16. Assignment of Rights and Obligations
16.1. CONZEPT is entitled, without the Buyer’s consent, to assign to third parties all of its rights and obligations with regard to the fulfilment of an order.
17. Governing Law and Venue
17.1. All disputes between CONZEPT and the Buyer that may arise in connection with these Sales and Delivery Terms, including disputes related to the existence or validity of an agreement or the interpretation of these Sales and Delivery Terms, shall be settled according to Danish law. However, the provisions of Danish international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall be disregarded.
17.2. All disputes that may arise in connection with the business relationship between the parties, as governed by these General Terms and Conditions of Sale and Delivery and that cannot be settled amicably shall be settled by arbitration at the Danish Institute of Arbitration in accordance with the regulations of the Institute applicable at the time the arbitration proceedings are initiated.
Inquiries can be addressed to:
Conzept International ApS
CVR no.: 26627362
Telephone +45 70 25 21 70