Terms of sale and delivery
1. General information
Each delivery between the buyer and Zederkof A/S is based on the present general terms of sale and delivery.
The buyer’s own terms of business and purchase take effect only if approved in writing by Zederkof A/S.
As regards products which are not stock items, or which particularly have to be procured, the obligations of Zederkof A/S towards the buyer are limited to the rights Zederkof A/S obtains by their supplier of the product concerned.
Quotations in writing not indicating a specific period of time for acceptance are cancelled if an acceptance is not received by Zederkof A/S within 30 days from the quotation date.
Quotations must be accepted by the buyer in writing.
Quotations forwarded to the buyer, must not be presented or handed over to a third party.
Oral, including prices provided by telephone, are considered as a quotation subject to confirmation and thus can be withdrawn until the acceptance of the buyer.
All prices are quoted in Danish kroner (DKK) or Euro (€) and are exclusive of 25 % VAT and any taxes and duties.
All items, services and freight rates are to be settled in Danish kroner (DKK) or Euro (€), and are subject to proven currency fluctuations, modifications of freight, customs duties, taxes, duties and the like relating to the agreed consignment.
If the product is comprised by a price list used by Zederkof A/S, the pricing calculation will be done based on the current list on the day of delivery.
All costs in connection with the import and customs clearance fall on the customer.
Rate of exchange on 1st January 2009 – 100 DKK = € 13.43.
The prices are recommended. Misprints and price alterations excepted.
A dispatch fee of 250.- DKK for orders below 2,500.- DKK will be charged.
A fee of 150.- DKK will be collected on delivery for purchases COD.
4. Orders for articles
Orders for articles can be placed by telephone, fax or via the internet.
PLEASE NOTE that all requests (orders) are considered as inquiries until the order has been confirmed.
5. Credit rating
For new customers of Zederkof A/S, credit information is provided about the buyer from Experian (KOB and RKI).
6. Delivery of samples
The buyer will be invoiced for the total price and freight for delivery of samples. If the buyer decides to keep the article and order additional articles, the buyer will be credited with 50 % of the sample price; however, the buyer still pays for the freight.
If the buyer decides to return a sample, the buyer will be credited with the total amount of the article, provided that the article is returned undamaged.
7. Delivery and delay
Delivery is effected ex stock, unless otherwise clearly stated. Delivery will be effected on the agreed address and Zederkof A/S chooses the means of transport and the transport route.
The buyer is also provided the opportunity to pick up his/her articles from the stock of Zederkof A/S. This can be done on the collection date and time applicable on the current collection date.
Delivery is effected for the buyer's own account and risk.
A failure to observe the delivery deadline by 1 week, due to the conditions of Zederkof A/S in every respect, is to be regarded as delivery on time. Thus the buyer cannot use any power against Zederkof A/S.
The parties can agree that delivery has to be effected on a certain date or at a certain time after the order has been confirmed.
It is a foregone conclusion that Zederkof A/S has received all information necessary for the execution of the order on the time of agreement.
If the delay of the delivery results from Zederkof A/S being prevented from delivery due to industrial conflict, fire, war, shortage of goods, employees, managers, carriers or any other circumstance including all events of force majeure, delivery is delayed according to the durance of the obstacle. The above applies, irrespective of whether the delay occurs before or after the expiry of the agreed delivery deadline.
If the order is related to products which, on the date of order are not available on stock, Zederkof A/S is required to inform the buyer about this and when delivery is anticipated to be effected.
If Zederkof A/S does not deliver by the delivery deadline, the buyer is entitled to inform Zederkof A/S in writing that he/she demands delivery and also to set a final, reasonable deadline for this delivery and in doing so, note that the buyer intends to cancel the order if delivery is not effected by this deadline.
If delivery is not effected by this set deadline, the buyer is entitled to cancel the order, informing Zederkof A/S of this cancellation.
Zederkof A/S does not assume responsibility or is not liable to pay damages in connection with the results caused by a delayed delivery.
The carrier delivers manageable consignments up to and including 20 kg to the door of the consignee. Other consignments are delivered at the vehicle border as close to the consignee’s door as practicable, on a ramp or at a place without any obstructions for truck driving. The buyer has to inform Zederkof A/S in writing if he/she wants other consignments to be carried up or down, so that Zederkof A/S can state this on the consignment note.
If the consignment – whatever the reason – cannot be delivered, the goods are returned by the carrier to the cargo centre/terminal. If the consignee is not at home, a message will be left at the address.
The buyer will be charged for any repeated driving, return or reforwarding. If delivery cannot immediately be effected, a waiting time of more than 5 minutes will be invoiced according to the current hourly rate.
Zederkof A/S delivers the articles in a packaging required to protect the articles during the transport to the delivery point, to avoid damage or deterioration of the consignment.
9. Payment and ownership
The invoiced amount must be paid by the buyer net cash. The payment must be received by Zederkof A/S prior to dispatch or must be confirmed by a bank or other authority, unless an agreement of credit is made in writing.
If the buyer does not pay in time, Zederkof A/S is entitled to demand interest on overdue payment of the outstanding amount of 2 % for each commenced month from the due date and until payment is done. The rate of interest can, at any time, with binding effect for the buyer, be modified by Zederkof A/S, which will be apparent from the monthly statement of account forwarded by Zederkof A/S to the buyer. Zederkof A/S reserves the right to charge reminder fees for late payment.
The buyer cannot conduct balancing of the purchase price for any claims the buyer may have against Zederkof A/S from other legal relations and the buyer cannot withhold the purchased articles for such counterclaims. The buyer is not entitled to withhold payment due to complaints or counterclaims relating to the delivered articles.
Added interests are due for immediate payment and to be paid prior to any other debt on running payments.
Non-compliance with the agreed terms of payment, are considered as a significant non-compliance and entitles Zederkof A/S to stop further deliveries and to demand that any account against the buyer, due as well as not due, is settled immediately and indemnified.
Non-payment may after the set due date, result in debt collection without warning and the lawyer may be entitled to charge collection charges other than stipulated in the Order no. 601 of 12. July 2002.
The buyer’s failure of compliance entitles Zederkof A/S to stop further deliveries and claim compensation according to the general contractual regulations.
The buyer immediately, when the article is received at the delivery address, has to undertake necessary examination of this article.
If the buyer pleads non-conformity, the buyer immediately, and 8 days after the non-conformity at the latest is, or ought to be identified, is obliged to inform Zederkof A/S in writing and describe the nature of this non-conformity. If the buyer has, or ought to have identified this non-conformity, and he does not complain as stated, he will not be entitled to claim any demands.
Non-conformity relating to the sold article will be remedied, at the option of Zederkof A/S, or the sold article will be replaced. The liability of Zederkof A/S for non-conformity, in any case ends 12 months after the time of delivery.
If the consignment relates to articles of the same kind, remedy or replacement delivery will be effected for the part of the consignment only, which by the buyer are proven to be non-conforming.
Unless otherwise agreed, a condition for a credit of returned articles is, that the articles are undamaged.
In cases when the buyer has agreed that the articles can be returned, the buyer is credited with the returned articles according to the current terms of Zederkof A/S at the time of return regarding returns.
If the buyer does not inform Zederkof A/S in writing about non-conformity within the deadlines stated in this section, the buyer loses his/her right to put demands with reference to the non-conformity.
The buyer must immediately after the non-conformity is identified, inform Zederkof A/S about non-conformity in writing. The notification must include a description of the nature of the non-conformity.
If there is reason to believe that the non-conformity can result in a risk of damage, such a notification must be provided immediately.
Returns are accepted according to a special agreement with Zederkof A/S only.
Unless otherwise agreed, a condition to be credited with the returns is, that they are undamaged and with regard to products packed by the works or factory, that they are received in original and unopened packing.
Stocked articles, returned according to written agreement, are credited with a deduction of minimum 10 %.
Returns customized or purchased on behalf of the buyer, are not accepted.
13. Duty of inspection and claims
It is the responsibility of the buyer to examine the article immediately after the receipt.
If the buyer, after the examination and according to the present paragraph, pleads the consignment inadequate or faulty, he/she is obliged to inform Zederkof A/S about this 8 working days after the delivery at the latest.
Complaints with regard to manufacturing defects which, despite careful examination, has not been identified within the stated deadline, must immediately after identification, however 12 months after the delivery of the articles at the latest, be put to Zederkof A/S in writing.
The liability of the carrier commences when the consignment is picked up for transport or when delivered to the cargo centre/terminal. The liability expires when the goods are delivered. If the buyer has received the goods and jointly with the carrier has not examined the condition of the goods and has not made any objections towards the carrier due to non-delivery or damage stating the general nature of the non-delivery or damage, it must, if nothing else is proven, be given that he/she has accepted the goods in the condition stated on the consignment note. The unconditionally signature (receipt) of the consignee on the consignment note in this context, is regarded as an acceptance of the fact that the goods are received without any claims. Objection has to be made at delivery at the latest in cases of non-delivery or damages which are visible; otherwise within 7 days after delivery, Sundays and public holidays not included. The claim must be in writing.
Zederkof A/S recommends that the consignee always accepts the articles subject to squeeze marks and holes in the packaging. Please state the nature of the reservation.
14. Limitation of liability
A compensation claim against Zederkof A/S, cannot be higher than the invoice amount of the sold articles.
Zederkof A/S is not liable for operating loss and loss of profits as a result of delays or non-conformity of the sold articles.
Zederkof A/S immediately has to inform the buyer in writing in cases of force majeure or other events beyond the control of Zederkof A/S.
15. Applicable law and venue
All disputes between the parties in connection with the agreement and everything relating to this are settled according to Danish legislation at the ordinary court. Zederkof A/S strongly emphasizes that the international Sale of Goods Act does not apply to the legal relations between the buyer and Zederkof A/S.
Zederkof A/S is, however, entitled to decide that the case is to be settled by arbitration in accordance with the rules of law which extends to Denmark.
The agreement is subject to Danish legislation. Any disputes between the parties are settled at the court in the jurisdiction in which Zederkof A/S has its place of business.