Terms and conditions of sale and delivery

1. Scope of application

1.1 All deliveries from Danish Lighting ("Seller") are made in accordance with these General Terms and Conditions of Sale and Delivery, unless otherwise agreed in writing.
1.2 When selling products, the Seller's obligations to the buyer - notwithstanding these terms of sale and delivery - are limited to the rights the Seller obtains from its supplier.

2. Quotations, order confirmation, etc.

2.1 Offers are made with an acceptance period of 8 days and subject to resale. Offers and documentation may not be transferred by the buyer to third parties. The Buyer's order, acceptance, etc. shall only be binding on the Seller after written order confirmation has been issued.

3. Prices

3.1 Prices are calculated on the basis of the Seller's price list in force at the time the order is placed. Prices are quoted exclusive of VAT, freight, etc., in Danish kroner (DKK) and subject to documented material changes in circumstances relating to the agreed delivery which are beyond the Seller's control, e.g. exchange rates, prices from subcontractors, freight, customs duties, taxes and levies. Any cash discount shall be deducted from the amount excluding VAT.
3.2 The Seller reserves the right to impose administrative charges in connection with orders below a certain amount or volume, unsuccessful runs, special packaging, unjustified complaints and other similar circumstances. Seller's price list for fees is available at www.danishlighting.dk
3.3 Seller may change price lists for products, fees, return deductions, etc. at any time and without prior notice.

4. Return conditions

4.1 It is possible to return courier goods purchased from the Seller. However, custom-made goods and purchased goods cannot be returned. Packaging and shipping are at the buyer's expense and risk. Returns are subject to a minimum return deduction of 15% of the purchase price and otherwise to the terms and conditions of return set by the Seller.

5. Quality

5.1 The Seller shall deliver a standard, good merchandise, unless another standard or quality designation has been agreed.

5.2 For all deliveries, Seller reserves a margin of +/- 5% of the specified number of units.

5.3 Used lamps and spare parts are sold as seen by the Buyer and without liability for the Seller.

5.4 The Seller is not responsible for the suitability of the Product for the purpose intended by the Buyer.

5.5 Drawings and light calculations provided by the Seller are only indicative and the Seller can therefore not be held liable for damages or the like caused by these documents.

6. Product information and product changes

6.1 Information in product information and price lists is not binding on the Seller. Information in the Buyer's project material, drawings, technical data and the like shall not be binding on the Seller unless agreed in writing.

6.2 Inquiries about the use, properties, etc. of the products shall be answered in an indicative, non-binding and general manner. The answers shall be understood as general guidance on the product and not as specific advice on the suitability of the product for the buyer's intended purpose.

6.3 Seller may change or adjust products and specifications without prior notice.

6.4 The Seller shall in no event assume any project liability. Agreements that the Seller shall assist in connection with advice, testing, support, project work, engineering, installation, assembly, start-up assistance, etc., are solely an agreement that the Seller's employees shall provide a professionally good effort, and the work shall be invoiced according to the time spent by the Seller's employees, regardless of whether the Buyer's intended result, effect or impact has been achieved.

7. Delivery and delivery time

7.1 Delivery is made (Ex Works) from the warehouse where the goods are or are taken from the Seller's supplier, unless another delivery clause has been agreed. Buyer's collection of the goods is not possible, but freight is to be purchased from Seller. Delivery is made to the buyer's address, or an address indicated by the buyer, and delivery is deemed to have taken place when the goods are handed over to the carrier, whether this is an external carrier or the Seller's own vehicles, and the buyer is responsible for delays and insurance during transport, unless another delivery clause has been agreed. Delivery terms are only valid to mainland islands in Denmark. If deliveries are associated with additional costs, it will be at the buyer's own expense. Seller may stipulate special freight terms.

7.2 Timely delivery requires that the Seller has received all relevant information in a reasonable time in advance.

7.3 If Seller fails to deliver within an agreed delivery date, Buyer shall be entitled to fix in writing a reasonable final date for delivery. If the Buyer intends to terminate the agreement if delivery is not made within this period, the Buyer must expressly draw attention to this fact. If delivery does not take place within this new period, the buyer may cancel the delayed part of the delivery.

7.4 If the buyer does not cancel the agreement but receives the goods, the buyer is not entitled to compensation or damages for the delay.

8. Packaging and shipping

8.1 Lamps delivered in extra heavy standard packaging. Euro pallets and box pallets, etc., which are invoiced separately to the Seller, shall be invoiced to the Buyer.

8.2 Shipments by car are conditional on the Seller's unloading location being accessible by road. The Buyer is responsible for immediate unloading. Any waiting time shall be at the Buyer's expense.

9. Obligation to investigate and complaints

9.1 Upon receipt of the goods, the Buyer shall immediately carry out an appropriate and thorough examination of the goods. If the delivery is insufficient or defective, the buyer must immediately complain to the Seller.

9.2 If the Buyer later becomes aware of defects that, despite careful examination, could not be ascertained at the time of delivery, the Buyer must immediately complain to the Seller after ascertaining the situation.

9.3 If the Buyer does not make a complaint as prescribed above, the Buyer loses the right to make a claim against the Seller in respect of the defective condition in question.

10. Liability for defects

10.1 If there is a justified and timely complaint, the Seller shall remedy the defect by replacement or remedy at the Seller's option. Remediation shall be arranged without undue delay and shall be carried out within a reasonable time. Remediation shall generally be effected by replacement of the goods at the Seller's expense, with the exceptions specified below. Buyer shall, upon request, ship the defective part or the entire product to Seller for repair or replacement at Seller's facility, and Buyer shall be responsible for arranging for proper packaging and shipping. If the defective condition is remedied, Buyer shall have no further claim against Seller in respect thereof.

10.2 The Buyer shall bear any additional costs incurred by the Seller in remedying defects due to the products being located at a place other than the place of delivery. If any disassembly and assembly entails intervention in something other than the products, the work and the costs thereof shall be borne by the Buyer.

10.2.a

Seller shall in no event be financially liable for any delay in delivery, failure of the product or any other cost that delivery may have caused.

10.3 If the Buyer's complaint proves to be unjustified and the Seller has carried out work or deliveries in connection with repair attempts or has paid for freight, the Seller shall be entitled to invoice the Buyer for the work, deliveries and other expenses incurred.

10.4 If the Seller fails to fulfil its obligations to remedy the defect within a reasonable time, the Buyer shall be entitled to set a reasonable final deadline for remedying the defect in writing. To the extent that the repairs have not been carried out within this period, the Buyer may, at its option: a) have the necessary repairs carried out and/or have new parts manufactured at the Seller's expense and risk, provided that it does so in a reasonable and fair manner; or b) claim a proportionate reduction, but not more than 15% of the agreed purchase price. If the defect is substantial, the Buyer may instead cancel the defective part of the delivery.

10.5 The seller's liability for defects shall apply for 24 months from the date of delivery. For redelivered, replaced or repaired parts, the liability for defects shall apply for 24 months from the date of the redelivery, replacement or repair in question, but never longer than 24 months from the original date of delivery. Worn parts are exempt from the above paragraph.

10.6 Building supply clause: for products that the buyer resells under AB92 or ABT93, the complaint period is unchanged.

11. Freedom from liability

11.1 The following circumstances shall give rise to a discharge if they prevent the Seller from performing the contract or make performance unreasonably burdensome for the Seller: labour disputes and any other circumstance beyond the control of the parties, such as fire, war, mobilisation or military conscription on a similar scale, requisition, seizure, currency restrictions, riots and civil commotions, shortage of means of transport, general shortage of goods, restrictions on motive power, extraordinary intervention by the EU authorities and shortages or delays in deliveries by subcontractors due to the circumstances referred to in this point.

11.2 If force majeure occurs at the Buyer, the Buyer shall cover the Seller's costs for securing and protecting the products during the period of force majeure.

11.3 If the performance of the agreement is prevented for more than 6 months due to force majeure, the parties are entitled to cancel the unperformed part of the delivery without compensation.

12. Liability for damage to property caused by the products (product liability)

12.1 The Seller shall only be liable for product liability to the extent that such liability follows from mandatory statutory provisions in the Product Liability Act, Act No. 261 of 20 March 2007, as amended from time to time. The Seller shall not be liable for damage to property unless the item in question is, by its nature, customarily intended for non-commercial use and has been used mainly by the injured party accordingly. The Seller shall not be liable for damage to the defective product itself or any other major product into which it may be incorporated.

12.2 The liability of the Seller is further limited as set out in clause 13 below.

12.3 If a third party makes a claim against one of the parties for product liability, that party shall immediately notify the other. The Buyer shall indemnify the Seller if the Seller is held liable for losses for which the Seller is not liable to the Buyer under clauses 12.1 and 12.2.

13. Limitation of liability

13.1 Compensation will only be paid for direct, proven losses. The seller is not liable for indirect losses, consequential losses and the like, including for example the buyer's operating losses or lost profits. The limitation of liability shall not apply if the Seller has been grossly negligent. Please refer to other limitations of liability herein which apply in addition to this Section 13.

14. Payment and retention of title

14.1 The purchase price is due for payment at the time of delivery. Set-off cannot take place if the counterclaim is disputed by the Seller. Complaints do not entitle the Buyer to withhold payment for deliveries.

14.2 If the Buyer fails to pay on time, default interest shall accrue in accordance with the interest rate and fee legislation applicable at the time (currently 8% interest and DKK 100 collection fee).

14.3 The Seller may, at its discretion, require the Buyer to pay cash or provide security at any time.

14.4 The sold goods remain the property of the Seller until the Seller has received full payment.

15. Securities

15.1 Any dispute between the parties arising out of or in connection with the Agreement shall be governed by Danish law without regard to its conflict of law provisions. The International Sales Convention, Act No. 733 of 7 December 1988, and the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) shall not apply. Disputes shall be settled exclusively by the Danish courts in the district where the Seller has the place of business which made the delivery