Sales conditions
GENERAL TERMS FOR PURCHASE OF GOODS ON AAGAARD A/S WEBSITE
B2B
We only sell to registred companys (B2B), not to private individuals/consumers (B2C)
1 Purpose and Range of General Terms
Present general terms (hereinafter referred to as Terms) stipulate the more ex-plicit conditions for Aagaard A/S’ (hereinafter referred to as ”Seller”) delivery of goods to a non end-user/businessman (hereinafter referred to as Buyer) as stated in the contract entered between Buyer and Aagaard A/S on Aagaards website www.aagaard-systems.dk (hereinafter referred to as ”Contract”).
To the extent nothing else has been agreed in writing below stated general terms will apply and will take priority over Buyer’s potential general terms.
2 Scope of Services
Seller’s service is to deliver goods of which the more specific design, scope and delivery time are described in the order confirmation from Seller.
3 Conclusion of Contract
Final Contract on purchase is not considered to be concluded until Seller has for-warded order confirmation on this to Buyer.
Seller renounces any responsibility for possible defects and information in material made by third party. This applies to any form of sales material, descriptions, directions for use, contents on other websites etc.
4 Date of Delivery
Unless anything else agreed upon in writing informed delivery times are stipulated to the best of judgment and subject to the goods being unsold. Should Seller not be able to fulfil at time informed, Buyer will receive information on this in writing notifying as far as possibly when delivery presumably can be done.
If delivery date cannot be met, however, Seller will try to reduce delay as far as possible. Seller resumes no responsibility, however, for possible minor delays.
If the date of delivery agreed upon is exceeded by more than 20 working days, and the delay can alone be imputed to Seller or conditions for which Seller is re-sponsible this is considered to be a substantial violation of Contract. Seller re-nounces, however, any liability to pay compensation as a consequence of the de-lay, and on substantial delay Buyer’s only sanction is cancellation of his purchase.
5 Delivery and Transfer of Risk
Unless anything else agreed upon the delivery of goods is considered to be exe-cuted when the goods have been delivered from Seller’s stock in Hadsund, Den-mark (ex works).
If chosen by Buyer on ordering of goods on the website Seller can for Buyer’s account and risk cause the transport of goods to be carried out to Buyer.
The risk for the goods passes to Buyer on the date of delivery.
6 Right to Withdraw
Buyer is granted no right to withdraw according to present terms.
7 Prices and Invoicing
The price agreed upon for the ordered goods will appear from Seller’s order con-firmation.
Seller is entitled to invoice Buyer for payment of goods as delivery is made.
8 Payment
We accept payment with the following payment cards:
Mastercard, Maestro, Visa, Visa Electron, JCB
The total invoiced amount will be withdrawn upon delivery.
If the goods are not paid with payment card the following applies:
The invoices forwarded by Seller fall due 14 days after invoice date unless other-wise appear from the invoice.
Should payment be delayed Seller is entitled to charge interests on overdue payments of 2% per month commenced of the total amount owing from the date of maturity. Delayed payment of an invoice is always considered to be an essential violation of the Contract.
If delivery is ongoing and payment is delayed on Buyer’s part of a forwarded in-voice Seller is entitled to withhold possible future deliveries to Buyer or suspend further work and/or in this connection require later dates of delivery postponed with a period corresponding to Buyer’s delay of payment.
SELLER RESERVES THE OWNERSIP TO THE GOODS UNTIL COMPLETE PUR-CHASE AMOUNT IS PAID.
9 Faults and Deficiencies
Buyer is obliged to examine and test the delivered goods immediately upon delivery as thoroughly as necessary to demonstrate whether there are deficiencies with the delivered goods, or the delivered goods are in conformity with the order confirmation both concerning quality and quantity.
To invoke that the delivered goods suffer from faults or deficiencies (hereinafter referred to as “fault”) Buyer must raise a claim in writing against Seller immedi-ately after the fault has been or should have been discovered. In connection with the claim Buyer must state and on demand show how the fault manifests itself. Seller is solely responsible for faults which Buyer has complained about within 6 months after delivery of the defective article.
Seller is never responsible for, and it is not considered as non-fulfillment, if it is a fault due to the design of the article provided that the design is corresponding to what was agreed upon. Likewise Seller is not responsible for faults owing to Buy-er’s own conditions such as insufficient maintenance, misuse, use against Seller’s instructions and changes and interventions of the delivered goods by unauthorized persons.
Should there be faults in delivered goods Seller can choose whether Seller will:
a) remedy the fault,
b) make replacement delivery or subsequent delivery of defective goods, or
c) give Buyer a pro rata reduction of the price.
Where it reasonably can be estimated that Buyer can make remedy himself, the remedy is considered to be finished on the forwarding of a faultless part and/or instruction for remedy.
If Seller chooses to remedy, make replacement delivery or subsequent delivery, Seller is obliged with the promptness required by the situation and at his own cost to make such remedy, replacement delivery or subsequent delivery.
Should Seller not within reasonable time make remedy, replacement delivery or subsequent delivery of goods with the promptness required by the circumstances, Buyer can give Seller in writing a final and reasonable time-limit for making re-medy, replacement delivery or subsequent delivery. The time-limit must be 5 working days at the minimum and expire 20 working days at the earliest reckoning from the time where Seller received Buyer’s claim in writing in occasion of the fault.
Should Seller not make remedy, replacement delivery or subsequent delivery by expiry of the time-limit, Buyer is entitled to a proportional reduction corresponding to the defective part of the delivered goods compared to the total delivery and price.
If the fault is essential Buyer can cancel the Contract as far as it concerns the de-fective part of the goods. Buyer can solely cancel the Contract as far as it con-cerns non-defective goods, when they stand as a whole with the defective goods and cannot reasonably function satisfactorily alone.
Should Buyer cancel he is entitled to compensation with the limitations appearing from present Terms.
Buyer cannot advance other claims against Seller in consequence of fault.
If Buyer complained about fault, and it turns out to be no fault that can be imputed to Seller, Buyer must compensate the expenses that might be born by Seller in such connection, among these investigation and freight costs.
Replacement or repair of goods will not result in a new complaint period.
10 Cancellation
If there is an essential violation of the Contract, including present Terms, the non-defaulter is entitled to cancel the Contract with a reasonable period of notice if the defaulter does not remedy the violation before the end of the notice. A reasonable notice cannot be shorter than 10 working days.
Delivery or payment within the period of the notice is considered to be remedy of the violation.
11 Limitation of Liability
The parties are liable to each other according to the general rules of Danish law with the limitations following of present terms.
Regardless of the degree of negligence Seller can in no case be held responsi-ble/liable for indirect loss of any kind including but not limited to consequential loss, loss of data, loss of profits, loss of interest or other costs that can be related to third party and other indirect loss or damage.
Seller is, however, responsible/liable for indirect loss caused by gross negligence or intent.
If Seller incurs liability for damages despite above, the liability for damages will always be limited to the net charge of the order concerned, but maximum an amount of DKK 200,000 per incoming order.
Seller is responsible for product liability according to rules of Danish law applying at all times, but undertakes no further responsibility. Any product liability not laid down by law is thus definitely disclaimed.
12 Force Majeure
None of the parties can be held responsible for circumstances described as force majeure including but not limited to war, riots, uprising, general strike, fire, damage by water, fire, natural disasters, currency restrictions, import or export prohibition, interruption of general traffic, cut or failure in energy supply, extensive virus or malware attacks and commencement of force majeure according to present term at sub-supplier.
If force majeure occurs the affected party must inform the other party as soon as possible and within 20 working days that there is a force majeure situation.
Provided that a force majeure situation will be of more than 60 days, the other party is entitled to cancel the Contract. Such cancellation takes effect in future, as Buyer has to pay for goods delivered on the time of cancellation 10 days after cancellation at the latest. Henceforth none of the parties can assert further claims against the other party.
13 Secrecy
In connection with execution of the Contract both parties can get admission to confidential information and other confidential material at each other. Both parties guarantee that they themselves and their employees and sub-suppliers in every respect will treat received information confidentially. This stipulation will last unlimited in time.
Beyond present stipulation other stipulations will apply regarding confidentiality and business secrets according to Danish law.
14 Personal Information
14.1 Handling of personal information
Seller is subject to Danish Personal Data Protection Act and any handling of per-sonal data is done under observance of the Personal Data Protection Act. Cf. the Personal Data Protection Act Seller is to be regarded as data responsible for the information registered about Buyer and visitors on Seller’s website.
No personal information registered by Seller will at any time be transferred, sold or made available for third party except when necessary to fulfill the Contract of the parties, including passing on of information to bank, carrier and others. All information is stored safely and is only available for Seller’s trusted employees.
Our website use cookies for control of the contents in the shopping cart and other functionalities. A cookie is a file stored on Buyer’s PC.
Furthermore, cookies are used for log statistics on the website. Log statistics means that a statistic system collects anonymous information giving a statistic picture of how many visitors the website had, from what website the visitor comes, where they come from (online advertising campaign, banner advertise-ments, links etc.), how many sites and what sites are opened on Seller’s website, and from what sites/subsites the website is left etc. Cookies are only used for the purpose of optimizing the website and its functionalities, and hereby make the buying experience as easy and user-friendly as possible, and to measure the effi-ciency of marketing actions (advertising campaigns etc.).
When buying on website Buyer’s name, address, phone number CVR no., e-mail address and possible payment card no. are requested by Seller, this information is necessary for execution of the order and is exclusively used for handling of the order. This information, except for payment card information, is transmitted and stored electronically in unencrypted form. The actual “contract” (the purchase contract) is stored at Seller in a way that Buyer can log in later and see/change status.
In addition Buyer’s IP-address is registered from where possible purchase is made. This information is normally not employed, it can, however, be used in a possible police investigation. All false orders will be reported to the police!
14.2 Newsletter
Buyer can optionally get his e-mail address entered on Seller’s mailing list, thus Buyer will receive news and other information from Seller.
Buyer himself can register and unregister this service at any time and without any expenses on the website.
14.3 The right to insight and the right of objections regarding personal information
Buyer can contact Seller, cf. information stated in point 18 below, if information is required what data are registered and handled about Buyer. Against the back-ground of possible objections Seller makes erasure and/or correction to the extent required by Buyer provided that this will not prevent the fulfillment of a purchase contract or will be a violation of legislation.
14.4 Marketing
Information about Buyer’s – name, address, e-mail etc. – is only used by Seller for fulfilment of Buyer’s order and informing Buyer if unforeseen problems with the delivery should arise.
14.5 Storage and erasure of information
Information regarding Buyer’s order and any other purchase information is stored for 5 year, unless Danish Law might require longer storage, whereupon the in-formation is automatically erased, unless the information is relevant for Seller e.g. in connection with the fulfillment of new orders or similar. This is made to ensure correct handling of possible claims.
15 Sub-suppliers
Seller is entitled freely to use sub-suppliers. Such sub-suppliers are bound to se-crecy to the same extent as Seller.
16 Interpretation and Changes
Present terms apply to the extent they do not explicitly and in writing deviate be-tween Buyer and Seller in writing. Later deviation of the Contract or the Terms can solely be done by drawing up a new contract or a supplement to the Contract.
Seller can revise and/or change the terms at any time. Contracts already con-cluded are not, however, affected by this.
17 Choice of Law and Venue
Disputes between the parties originating from the Terms, the Contract or Seller’s services otherwise which cannot be solved amicably between the parties, must be settled according to Danish Law by the ordinary courts on Seller’s domicile for the time being at the city court in Hadsund.
18 Information about Seller
Aagaard A/S
CVR. NO. 21 28 18 75
Smedevænget 14
DK-9560 Hadsund
Denmark
Tel +45 96 53 12 00
Fax +45 98 57 42 15
mail@aagaard-systems.dk
www.aagaard-systems.dk
Hadsund den 01.01.2012.
