General Terms of Sale, Delivery, and Payment
Effective November 1, 2022 (replacing all previous versions)
1. Validity
The following terms and conditions of sale, delivery, and payment shall always apply unless otherwise agreed in writing between the seller and the buyer.
2. Special Offers
An order is not binding on the seller until the buyer has received a written offer or order confirmation. In the event of any discrepancy between the order confirmation and the buyer’s order, the buyer must immediately file a complaint. Otherwise, the buyer will be bound by the terms of the offer or order confirmation.
EXHIBIT BOOTHS AND MODULAR STRUCTURES: Quotes are valid for 30 days from the date of the quote, but no later than 6 weeks before the requested delivery date, unless otherwise clearly stated in the quote. If the quote is accepted later than 6 weeks before the requested delivery date, the seller has the right to pass on any price changes and rush fees as agreed with the buyer.
EXHIBIT STANDS AND COMPONENT MANUFACTURING: Unless otherwise clearly stated in the individual quote, quotes are valid for a period of 10 days from the date of the quote, but no more than 6 weeks prior to the requested delivery date. If a quote is accepted more than 6 weeks before the requested delivery date, the seller is entitled to invoice the buyer for any price changes and rush fees, as agreed with the buyer.
3. Price
All prices are listed in DKK or EUR and do not include VAT. We reserve the right to change prices in quotes, order confirmations, and agreements in the event of changes in customs duties, taxes, fees, and any changes in exchange rates, raw material prices, etc., over which the seller has no control.
Purchases of additional items will be billed as agreed, and additional labor hours will be billed based on time spent at the applicable hourly rate.
A 2% surcharge is applied to the total invoice amount to cover environmental taxes.
4. Payment
Unless otherwise specified in the offer or order confirmation, the following applies:
EXHIBITION STANDS:
40% of the order amount is invoiced upon order placement; 40% of the order amount is invoiced when production and sourcing begin; 20% of the order amount is invoiced at the start of the trade show. Payment is due 14 days net in cash.
Any final settlement will be invoiced for payment within 14 days, net, in cash.
INTERIOR DECOR (RETAIL, SIS, CORPORATE OFFICE, ART & DESIGN, ETC.):
25% of the order amount is billed upon order placement
25% of the order amount is invoiced when production and sourcing begin
25% of the order amount is invoiced upon delivery of materials and commencement of on-site work
20% of the order amount is invoiced upon project handover
5% of the order amount is invoiced after the final inspection is completed
Payment due within 14 days, net, in cash.
If the project is postponed in accordance with the approved timeline, by the customer or their partner(s), partial invoicing will continue in accordance with the agreed payment schedule.
ELEMENT PRODUCTION:
Payment due within 14 days, net, in cash.
In the event of a breach of the agreed payment terms, interest shall be payable at a rate of 3% per month or part thereof on the amount that is past due. The Buyer is not entitled to set off any counterclaims against the Seller or to withhold any portion of the purchase price of the product for counterclaims of any kind. Payments shall include interest credited in advance.
5. Retention of Title
The Seller retains title to the sold product until the purchase price, including interest and any related expenses, has been paid in full.
6. Delivery/Transfer of Risk
Whether or not the Seller, using its own personnel or third parties—subject to a separate agreement with the Buyer—delivers the sold products to the Buyer, all deliveries shall be deemed to have been made ex works from the Seller’s warehouse.
The risk for the sold products shall therefore pass to the Buyer in accordance with this provision, i.e., when the products leave the Seller’s warehouse, regardless of whether they are transported by the Seller’s personnel, the Buyer’s personnel, or third parties.
The Seller shall not be held liable for any direct or indirect losses arising from delays in delivery, and such a delay shall not entitle the Buyer to exercise remedies for breach of contract, including canceling an order or rescinding a transaction. The Seller shall only be liable for delays resulting from the Seller’s gross negligence. In the event of delays, the Seller shall notify the Buyer, without undue delay, of any changes to the delivery times.
All expenses for customs duties, freight forwarding, loading and unloading, storage of returned empties, connection to and supply of water, air, and power, Internet access, power outlets, additional opening hours before and after events, extended assembly time, etc., shall be borne by the Buyer. If the Seller incurs such an expense, it shall subsequently be invoiced to the Buyer.
7. Access Points
The Buyer agrees to ensure that access points, hallways, elevators, etc., are all accessible and that the premises are cleared so that there are no obstacles to making the delivery. If on-site conditions result in additional time being required, such additional time shall be billed based on the time spent at the applicable hourly rate. The Buyer is responsible for informing the Seller of any special circumstances that could hinder the delivery.
8. Insurance
Unless otherwise agreed, it is the Buyer’s responsibility to obtain the necessary insurance coverage for the Buyer’s own products, products leased by the Seller, and any transportation. If the Seller does not obtain such insurance, documentation of appropriate insurance coverage must be provided upon request 8 days prior to delivery. The Seller shall in no event be held liable for any damage to equipment and products belonging to the Buyer.
9. Intellectual Property Rights
Unless otherwise agreed in writing, offers, specifications, ideas, drawings, and creative proposals provided by the Seller before or after the conclusion of the Agreement shall remain the Seller’s property. The Buyer may not disclose or otherwise misuse these, in whole or in part, without the Seller’s written consent.
To the extent that materials, including reproduction materials, are provided by the Buyer for use in the Seller’s delivery, the Buyer shall be solely responsible for ensuring that the use of such materials does not infringe on the rights of third parties, including intellectual property rights such as copyrights. The Seller therefore disclaims any liability in this regard.
10. Product Modifications
The Seller reserves the right to modify and improve products for production-related reasons. All modifications must be agreed upon in writing by the Buyer and the Seller. All product modifications that result in price changes must be agreed upon in writing.
11. Caveat Emptor
The Buyer shall inspect the delivered goods and services immediately upon receipt to ensure that they are free of any defects.
12. Complaints and Defects
Any complaints must be submitted within 5 days of the delivery date. A complaint must be accompanied by a written notice to the Seller that includes a description of the problem and photographic documentation. If the complaint is not submitted within the specified time limit, the Buyer shall forfeit any right to make a claim or seek remedies for breach of contract in connection therewith.
Complaints regarding discrepancies in quantity identified at the time of delivery shall be submitted to the carrier and noted on the waybill.
When assessing a defect, it must be taken into account that the products are custom-made fixtures/elements and that the Seller has a certain degree of discretion in this regard, including with respect to construction and design.
If the delivered products are defective, the Buyer may not cancel the transaction, regardless of whether the defect is significant. The Seller has the right to choose how to remedy such defects, including whether to do so through repairs, redelivery, or by crediting the purchase price upon return of the delivered product.
With respect to repairs resulting from the subcontractor’s products and work, the Seller shall be liable to the Buyer only to the extent that the subcontractor is liable to the Seller.
The Seller shall not be held liable for any products that have been altered or modified by the Buyer. Furthermore, the Seller shall not be held liable for any defects attributable to circumstances affecting the Buyer, including defects in materials supplied by the Buyer or the Buyer’s failure to correct drafts or provide proofreading, etc. Notwithstanding the foregoing, the Seller disclaims any liability for defects of any kind in the delivery of prototypes, as prototypes are, by their nature, samples or test items, a fact of which the Buyer is aware.
13. Limitation of Liability
Claims for compensation, if any, against the Seller may not exceed the invoice amount for the product sold. Under no circumstances is the Seller liable for consequential damages, including operating losses, loss of profit, or other indirect losses resulting from delays or defects related to the product sold.
14. Force Majeure
Furthermore, the Seller shall not be liable for failure to fulfill its obligations to the extent that such fulfillment is impossible or unreasonably burdensome for the Seller due to circumstances beyond the Seller’s control (force majeure). Force majeure includes, among other things, labor disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization, or military conscription of a similar nature, requisition, seizure, currency restrictions, riots and unrest, lack of transportation, general shortages, power restrictions, government orders, health crises, sudden outbreaks of disease, epidemics, pandemics, quarantine or isolation orders from national authorities, as well as shortcomings or delays in deliveries by subcontractors due to any of the circumstances mentioned in this paragraph.
In the event that one or more of the aforementioned circumstances occur, the Seller is entitled, at its discretion, to postpone the delivery of its services or to terminate the agreement with the Buyer, in whole or in part, without liability.
15. Product Liability
The Seller shall be liable for products only in accordance with the Danish Products Liability Act and therefore disclaims liability on any other basis, including any non-statutory product liability as well as product liability for commercial damages.
The Seller’s liability under the Danish Products Liability Act is limited to the Seller’s insurance coverage. Under no circumstances shall the Seller be liable for consequential damages, including any operating losses, loss of profits, or other indirect losses.
16. Returns
As a general rule, the Seller does not accept returns of goods. Exceptions to this rule may be granted by prior written agreement and subject to a fee of 15% of the invoice amount, which is intended to cover handling costs. Shipping costs are paid by the Buyer.
17. Cancellation
INTERIOR DECOR (RETAIL, SIS, CORPORATE OFFICE, ART & DESIGN, ETC.): If an order is canceled less than 2 months prior to the agreed delivery date, the Buyer shall cover all expenses incurred by the Seller in connection with such a delivery, including expenses for subcontractors and orders that are binding on the Seller at the time of cancellation. If the order is canceled more than 1 month before the agreed delivery date, the Buyer shall pay two-thirds of the price specified in the order confirmation, as well as all expenses incurred by the Seller, including expenses for subcontractors and orders that were binding on the Seller at the time of cancellation. In the event of a cancellation less than 3 weeks prior to the agreed delivery date, the Buyer shall pay the full order price.
EXHIBITION STANDS AND ELEMENT PRODUCTION: If an order is canceled less than 1 month prior to the agreed delivery date, the Buyer shall cover all expenses incurred by the Seller in connection with such a delivery, including expenses for subcontractors and orders that are binding on the Seller at the time of cancellation. If the order is canceled more than 1 month before the agreed delivery date, the Buyer shall pay two-thirds of the price specified in the order confirmation, as well as all expenses incurred by the Seller, including expenses for subcontractors and orders that were binding on the Seller at the time of cancellation. In the event of a cancellation less than 3 weeks prior to the agreed delivery date, the Buyer shall pay the full order price.
18. Assignment of Rights and Obligations
The Seller is entitled to assign its rights and obligations under the Agreement with the Buyer to third parties. The Buyer is not entitled to assign its rights and obligations under the Agreement with the Seller.
19. Self-Storage Facilities
The Buyer’s materials are stored at the Seller’s warehouse at the Buyer’s expense and risk. Use of the self-storage facilities is billed in accordance with the Seller’s applicable daily rates. Materials belonging to the Buyer that have remained unused for 2 years may be claimed for pickup with 14 days’ notice. The Seller may also require that the materials be picked up with 14 days’ notice in the event of a breach by the Buyer.
If the customer fails to pick up the materials, the Seller may freely dispose of them, and the Buyer is not entitled to claim compensation for them. The Seller reserves a lien and a right of set-off with respect to the stored materials.
Equipment belonging to the Buyer that is stored at the Seller’s warehouse hotel is not insured, and the Buyer is encouraged to obtain his own insurance for the items stored at the Seller’s warehouse hotel.
20. Venue
In the event of any disputes between the Buyer and the Seller, the dispute shall be resolved in the Seller’s local court (in this case, the Court in Aarhus) in accordance with the provisions of the Danish Administration of Justice Act.