General conditions 1.1 These General Terms and Conditions of supply (“Terms”) apply to all goods, products and spare parts (“Product(s)”) offered, provided and delivered to any customer (here after “Customer”) by Trade Point – Direct Container A/S, CVR no. 20278196, Trade Point International Aps, CVR no. 37970425 and Trade Point Asia Ltd, 66697607-000-09-19-7 (here after “Trade Point”). The Terms apply notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from the Customer. No such conflicting, contrary, or additional terms and conditions are accepted by Trade Point, unless and until Trade Point expressly confirms acceptance thereof in writing.
1.2 Trade Point and the Customer are jointly referred to as the “Parties” and separately a “Party”.
1.3 Trade Point agrees to provide the Products to the Customer and the Customer agrees to take delivery of the Products and make payment to Trade Point in accordance with the Terms.
1.4 Nothing in the Terms implies that Trade Point will provide the Products of this type for the Customer exclusively.
1.5 Unless otherwise stated in the Terms apply between the parties.
Purchase orders 2.1 The Customer places purchase orders to Trade Point. All purchase orders issued by the Customer must as a minimum specify the type and quantity of Products requested, delivery place and requested delivery dates. These terms also apply to purchases made directly on Trade point’s web shop (https://gustoscandinavia.com). No purchase order shall be binding for Trade Point unless and until confirmed by Trade Point in writing. Trade Point shall not be bound by any orders until the order has been confirmed by Trade Point in writing.
2.2 All data in product information, price lists and delivery place and date are only binding to the extent that they are expressly referred to in the order confirmation given by Trade Point. Any quotes, estimates or budget prices given by Trade Point are valid for 14 (fourteen) days from the date of dispatch unless otherwise expressly stated therein. Web shop pricing may change on daily basis.
2.3 The Customer shall within a week from Trade Point’s confirmation, cf. clause 2.1, provide Trade Point with all such information and materials as are necessary for Trade Point to provide the Products in accordance with the agreement and the Customer guarantees that all information provided by it or on its behalf to Trade Point will be accurate. If the Customer fails to provide any such information the agreed delivery date shall be extended equivalent to the Customer’s delay in providing all such information. This clause does not apply for web shop orders.
2.4 The Customer shall within a week provide Trade Point with a written notice of any hazards, known or suspected, by the Customer that might potentially arise in the use of such materials or information provided by the Customer. If the Customer fails to provide any such information the agreed delivery date shall be extended equivalent to the Customer’s delay in providing the written notice.
2.5 Over- and under-delivery is allowed by a maximum of +/- 10%, measured on items quantity. The Customer accepts if e.g., 5.000 pieces are ordered and only 4.900 pieces are shipped. Trade Point must secure that the packing list always states the actual quantities (e.g., 4.900 pieces) and payment is in accordance with the actual delivered quantity.
Price and payment 3.1 The price and payment conditions for supply of the Products will be agreed upon by the Parties. If the Parties have not made any specific decision with respect to the payment terms, the Customer shall pay the agreed price upon receipt of a copy of the original documents (i.e., bill of lading) or for web order’s before the goods will be shipped.
3.2 In case raw material prices changes with more than +5 % from the Customer placed its order and until delivery is to take place, Trade Point is entitled to renegotiate prices to apply for the purchase order. Inasmuch as no mutual agreement is reached, the agreed prices shall be subtracted/added 50 % of the price de- or increase without any mutual agreement.
3.3 All prices are exclusive of VAT and excluding freight, packaging, import duties, customs charges, tariffs etc. unless otherwise stated.
3.4 In case of delay of the Customer’s payment, Trade Point may claim interest at the rate of 2 (two) % for every commenced month until full payment has been made by the Customer.
3.5 Trade Point may require the Customer to submit financial information prior agreement on payment terms and the Customer shall be obliged to comply with any such reasonable requests.
3.6 If the Customer’s financial position in Trade Points opinion has deteriorated Trade Point may at any time and at its sole discretion change the payment terms, cf. clause 3.2, without notice by requiring cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise at Trade Point’s sole discretion.
3.7 If the Customer does not fulfil its payment obligations, Trade Point may suspend any purchase order or any remaining balance thereof until the due payment is made. Trade Point may in addition terminate the agreement with the Customer subject to clause 11.2.
3.8 Trade Point may at any time set off any of its debt against any debt of the Customer regardless of whether the debt has become due or not.
Supply of the Products 4.1 Delivery will take place in accordance with the order confirmation and in accordance with agreed/informed delivery schedule and delivery times. The packaging supplied by Trade Point for transportation is intended to provide adequate protection in normal dry road transport conditions, and is not intended for harsh, uncovered or other kind of logistics, except if expressively agreed in the order.
4.2 In the event the Customer fails to provide Trade Point with information regarding specific or individual packaging requirements, then Trade Point shall be entitled to postpone the agreed delivery date.
4.3 Any changes to the order may result in postponement of the delivery date. Trade Point shall not be liable for any such postponement due to changes to the order. Changes to the order must be confirmed in writing by Trade Point to be valid.
4.4 Delivery up to 3 (three) weeks before or after the delivery date as stated in the order confirmation is deemed timely delivery. However, Trade Point shall inform the Customer of the change in delivery time as soon as conditions that demand a change to the delivery time stated in the order confirmation becomes known to Trade Point.
4.5 Unless otherwise stated in the order delivery shall be FOB, EWX or FCA (Incoterms 2020) from the place confirmed in the order confirmation, cf. clause 2.1. Trade Point will at its best estimate state the delivery time in the order confirmation.
4.6 The titles to the Products remain at Trade Point until full payment for the Products is effected by the Customer unless otherwise stated in the order. If the Customer fails to pay any invoice at the due date, Trade Point may reclaim the delivered Products in question.
4.7 Specific for Germany – Reservation of title according to § 449 BGB The goods shall remain the property of the seller until full payment of all claims from the business relationship with the buyer. The reservation of title as well as the extended reservation of title secures all claims for delivered goods.
4.8 The Customer is not entitled to cancel any purchase orders for the Products.
4.9 Trade Point may change sub-suppliers without the prior written consent from the Customer.
Acceptance of the Products 5.1 The Customer shall immediately upon delivery, cf. clause 4.5, inspect the purchased Products for any visible and/or demonstrable defects, including controlling measurements such as weights, lengths, amounts etc.
5.2 The Customer is deemed to have accepted the delivered Products unless written notice of rejection specifying the reasons for rejection is received by Trade Point within 7 (seven) days after the Products has been received (or could have been received) by the Customer or a person acting on behalf of the Customer at first port of arrival after the Products have been delivered, cf. clause 4.5.
5.3 Return of any Product due to defects disclosed upon timely inspection of the Products will be at the Customer’s expense. The Customer shall always pack the Products suitable for transportation.
5.4 Trade Point shall in no event be liable for damages occurred during the transportation, and Trade Point’s liability shall cease upon delivery, cf. clause 4.5.
Warranties 6.1 Trade Point warrants that the Products will conform in all material respects to the purchase order – including the specifications, materials and design specified in the said purchase order – for such Products and will be free from material defects under normal private (non-professional) use.
6.2 The warranty applies for 12 (twelve) months from delivery or from repair and/or replacement as for the repaired and/or replaced part of the Product. Trade Point shall in no event be liable under this warranty for more than 12 months from the end of the liability period in the preceding sentence.
6.3 Customer compiles a document containing the complaints that are sent on continuous monthly basis to Trade Point, attention: firstname.lastname@example.org. To accept any warranty claims or complaints the Customer must as minimum provide a detailed description of the complaint together with a full product photo plus a detailed photo showing the product issue (up close).
6.4 Customer is responsible for own coverage the first 3% of all claims/complaints measured on each product value and calculated two (2) times a year, based on last 12 month’s period turnover.
6.5 Accidents, misuse, abuse, lack of proper maintenance, faulty wiring, and failure to follow operating instructions, including failure to adhere to installation manuals or change of the goods without Trade Point’s prior written consent, exempt Trade Point from any warranty obligation.
6.6 The warranty is Trade Points sole obligation in respect of any lack of conformity of Products delivered to the Customer (except from title). Trade Point makes no warranty with respect to the merchantability of Products delivered or their suitability or fitness for any particular purpose.
Product liability 7.1 The Customer shall indemnify Trade Point to the extent that any liability is imposed on Trade Point with respect to third party for such damage or loss which Trade Point is not liable for towards the Customer according to this section.
7.2 Trade Point shall not be liable for any personal injury imposed on the Customer, the Customer’s employees or any third party; unless the Customer proves that the injury is attributable to acts or omissions on the part of Trade Point.
7.3 Trade Point shall not be liable for any damage to real and personal property. Neither shall Trade Point be liable for damage to products made or provided by the Customer nor to products in which these form a part nor to damage to real or personal property caused by such products. Trade Point shall not be liable for damage to the Customer’s products in which delivered Products are incorporated.
7.4 In the event that a third party makes claims against the Customer regarding product liability the Customer shall inform Trade Point of such claim without delay.
Limitation of Liability 8.1 Trade Point shall in case of delay, defects, product liability or any other circumstances arising out of the Terms or the agreement between the Parties, not in any event be liable for any business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation, loss of customers or any indirect, special, incidental, consequential, or punitive damages of any nature. The Customer’s recovery from Trade Point for any claim shall not exceed 100 (hundred) % the order price for the Product giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
8.2 Trade Point shall in no event be held liable for any claims based on Trade Point’s compliance with the Customer’s designs, specifications nor instructions nor repair, modification nor alteration of any Products by other parties than Trade Point or any use in combination with other products or services.
8.3 Trade Point shall not be liable for any defects which are caused by faulty maintenance on the part of the Customer or on the part of the Customers end users, by variations the Products undertaken by the Customer or the Customers end users without the written consent from Trade Point, nor by faulty repairs by the Customer or the Customers end users, and Trade Point shall not be liable for normal wear and tear nor deterioration, damage attributable to incorrect or careless storage or use, overloading or use for purposes other than intended.
8.4 Further, with respect to defective Products the liability of Trade Point is limited, at Trade Points discretion, to (i) refund of the purchase price for such Products less a reasonable amount for usage, (ii) repair of such Products, or (iii) replacement of such Products; provided, however, that such Products must be returned to Trade Point, along with related documentation and acceptable evidence of purchase, within 30 (fourteen) days after the Customer has discovered the lack of conformity or ought to have discovered it, if the Customers conducted all necessary test at delivery, cf. clause 5.2
8.5 Trade Point shall in no event be liable for costs related to return of Products unless a defect is acknowledged by Trade Point in writing. If Trade Point in this event acknowledges that Trade Point is liable for the delivery of defective Products, the Parties shall agree on the necessary measures to be taken, i.e., return to Trade Point, destruction or rectification of the Products etc. and other measures to be taken at Trade Point’s sole discretion.
8.6 The Customer’s notice of a defect shall be given immediately when the Customer becomes aware of the defect (or ought to have become aware hereof). If the Customer fails to inform Trade Point within the time limit the Customer forfeits its right to make any claim in respect of the defect. In no event shall Trade Point be liable for costs relating to dismantling, dismounting, disassembly, reinstallation, and re-erection costs etc. as well as related transportation costs.
Force Majeure 9.1 Trade Point shall be excused from any liability, any delay or any failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, war, fire, insurrection, strikes, lock-outs or other serious labour disputes, including strikes, delayed deliveries and/or non-deliveries, delayed services and/or non-services from subcontractors, riots, earthquakes, floods, pandemics, explosions or other acts of nature, loss of data lines, hacking or other non-performance of third party IT-infrastructure. The events specified in this clause shall also apply if the events take place at one of Trade Point’s suppliers and/or sub-suppliers.
9.2 The obligations of Trade Point so excused will be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, Trade Point’s obligations will resume. In the event the interruption of Trade Point’s obligations continues for a period in excess of 30 (thirty) days, either party shall have the right to terminate the applicable contract(s), without liability, upon 30 (thirty) days’ prior written notice to the other party.
Intellectual property rights 10.1 Intellectual property rights and other rights, including without limitation patents, utility models, design rights, trademarks, copyright and know how, related to the delivered Products and any and all documentation related thereto are at all times the exclusive property of Trade Point or its subcontractor.
10.2 Drawings and other technical documents regarding the Products or their manufacture submitted by Trade Point to the Customer, prior or subsequent to the award of an order shall remain the exclusive property of Trade Point.
10.3 The Customer is granted a permanent right of use to the delivered Products upon delivery and payment of the purchase price in full.
Term and termination 11.1 Either Party may terminate the agreement upon 3 (three) months’ written notice to the other Party to the end of a calendar month.
11.2 Trade Point may at any time terminate the agreement immediately and claim damages pursuant to Danish law due the Customer’s material breach of the agreement, including the Customer’s failure to fulfil its payment obligations.
11.3 Either Party may terminate the agreement immediately by written notice given to the other Party where the other Party continues in any breach of the agreement for more than 30 (thirty) days after being noticed in writing of such breach.
11.4 Any anticipatory breach by Trade Point does in no event entitle Customer to terminate the agreement. Customer shall pay all payments for Products delivered and expenses incurred up and till the date of expiration of the agreement.
Other provisions 12.1 If one or more of the provisions of the Agreement are declared invalid or unenforceable as a result of current mandatory legislation or legal instruments issued by public authorities or decisions made by public authorities, the Parties agree that the other provisions of the Agreement will be severed and remain effective. The Parties agree to replace the invalid or unenforceable provisions with new provisions ensuring that the legal relationship between the Parties is maintained to the widest extent possible as assumed by the Parties when concluding the Agreement.
Confidentiality 13.1 The Customer shall observe full confidentiality regarding the agreement, thus the Customer shall not use or disclose any information regarding the agreement and/or Trade Points relation to any third party, unless such information is public known, or the Customer proves that it has lawfully received the information from a third party.
Governing law and disputes 14.1 The Terms, the agreement between the Parties and any disputes arising thereof or the work performed by the sub-supplier according to the agreement hereof is governed by Danish law excluding any international private law rules and The United Nations Convention on Contracts for the International Sales of Goods (CISG).
14.2 Any dispute arising from the Terms or the agreement shall be settled through loyal negotiation between the Parties including negotiations between higher management of both Parties.
14.3 Any dispute arising between the parties under or as a result of this Agreement shall be settled by the City Court of Odense. However, restrictive injunctions and similar actions may be sought from any court of competent jurisdiction.