General terms and conditions of sale and delivery
1. Application
1.1 Applicability. These general terms and conditions of sale and delivery (the “Terms”) apply to all agreements regarding NorviGroup Denmark A/S, CVR no. 10031656 (the “Company”), sale and delivery of products to business customers (the “Customer”).
1.2 Amendments. The Company may amend the Terms by giving the Customer 30 days’ notice.
2. Contractual Basis
2.1 Contractual basis. Together with the Company’s quotations/offers and order confirmations, these Terms constitute the entire contractual basis for the Company’s sale and delivery of products to the Customer (the “Contractual Basis”). The Customer’s purchasing terms—whether stated in purchase orders, correspondence or otherwise communicated to the Company—do not form part of the Contractual Basis.
2.2 Changes and addenda. Changes to, or addenda to, the Contractual Basis are only valid if agreed in writing by both parties.
3. Products
3.1 Product requirements. The products sold and delivered by the Company to the Customer are new and comply with Danish legislation at the time of delivery.
3.2 Limitation of liability. The products must be handled, stored, used and maintained in accordance with applicable regulations and the Company’s instructions. Notwithstanding any contrary terms, the Company is not liable for any loss or damage attributable to use contrary thereto. The Customer shall indemnify and hold the Company harmless to the extent the Company may incur liability for such loss or damage.
4. Price and payment
4.1 Price. The price of the products is determined in accordance with the Company’s then-current price list at the time the Company confirms the Customer’s order, unless otherwise agreed in writing. All prices are exclusive of VAT.
4.2 Payment. Invoices fall due on the stated due date or no later than 30 days from receipt of the invoice, unless otherwise agreed in writing.
4.3 Retention of title. Irrespective of any agreed delivery terms, including the transfer of risk, the Company retains title to all delivered products, regardless of which orders the products relate to, until the Company has received full payment of any and all amounts outstanding between the Company and the Customer, or until immediately before the products are resold by the Customer to the Customer’s own customers.
5. Late payment
5.1 Interest. If the Customer fails to pay on time due to circumstances for which the Company is not responsible, the Company is entitled to charge interest on the overdue amount at 1% per month from the due date until payment is made.
6. Offers, orders and order confirmations
6.1 Quotations/offers. The Company’s quotations/offers are valid for 10 days from the date of the quotation/offer unless otherwise stated. An acceptance received after expiry of the acceptance period is not binding on the Company unless the Company confirms acceptance in writing.
6.2 Order confirmation/rejection. The Company aims to send a written order confirmation or rejection no later than 3 business days after receipt of the order. Only written order confirmations and rejections are binding on the Company.
6.3 Amendments to orders. The Customer may not amend a placed order without the Company’s prior written consent.
6.4 Discrepancies. If the order confirmation is not in accordance with the Customer’s order or the Contractual Basis, and the Customer does not wish to accept the deviations, the Customer must notify the Company in writing no later than 1 business day after receipt of the order confirmation. Otherwise, the Customer is deemed to have accepted the order confirmation.
7. Delivery
7.1 Terms of delivery. Unless otherwise agreed, all products are delivered ex works. If other delivery terms are agreed, they shall be in accordance with Incoterms 2020.
7.2 Delivery time. Delivery takes place at the time stated in the order confirmation. The Company is entitled to deliver before the agreed delivery time unless otherwise agreed. The delivery time is not binding if the Customer fails to comply with agreed payment terms relating to prepayment, opening of a letter of credit, or issuance of a bank guarantee.
Where, after the conclusion of the agreement, the Customer is required to provide information, specifications, drawings or similar material, the delivery time is only binding if such material is received on time.
Where, after the conclusion of the agreement, the Customer is required to provide information, specifications, drawings or similar material, the delivery time is only binding if such material is received on time.
7.3 Inspection. Upon delivery, the Customer must inspect the products. If the Customer identifies defects or deficiencies to be relied upon, the Customer must notify the Company immediately and in writing. If the Customer fails to notify immediately, the defect or deficiency cannot later be invoked.
8. Delayed delivery
8.1 Notice. If a delay is expected, the Company will inform the Customer, stating the reason for the delay and a new expected delivery time.
8.2 Termination (cancellation). If delivery has not taken place no later than 5 business days after the agreed delivery time due to circumstances for which the Customer is not responsible, and delivery does not occur within a reasonable period of at least 5 business days, the Customer may terminate the affected order(s) by written notice without further notice. The Customer has no other remedies in respect of delayed delivery.
9. Warranty
9.1 Warranty. The Company provides an extended warranty for down duvets containing down filling with a fill power (CUIN) above 650 (corresponding to approximately 10 on the previous scale). The warranty period is stated in the specifications on the relevant product page at www.quiltsofdenmark.dk. In the event of replacement under the warranty, a new corresponding warranty period applies to the replacement product.
9.2 Exclusions. The warranty does not cover defects or deficiencies resulting from: (i) normal wear and tear, (ii) storage, use or maintenance contrary to the Company’s instructions or normal practice, (iii) repairs or modifications carried out by parties other than the Company, or (iv) other circumstances for which the Company is not responsible.
9.3 Notice of defects. Defects or deficiencies to be relied upon under the warranty must be notified to the Company immediately and in writing after they are discovered. If the Customer fails to do so, the claim cannot later be asserted. Upon request, the Customer must provide the information the Company reasonably requires to process the complaint.
9.4 Inspection. Within a reasonable time after receiving and examining the complaint, the Company will notify the Customer whether the matter is covered by the warranty. Upon request, the Customer must send the relevant product(s) to the Company. The Customer bears the costs and risk of transport to the Company. If the complaint is covered by the warranty, the Company bears the costs and risk of transport back to the Customer.
9.5 Termination (cancellation). If the Company fails to remedy a warranty-covered defect within a reasonable time, and the defect is not remedied within a reasonable period of at least 14 days, due to circumstances for which the Customer is not responsible, the Customer may terminate the affected order(s) by written notice without further notice. The Customer has no other rights in respect of defects or deficiencies beyond what is set out in this clause 9.
10. Two-Year Right to Claim for Defects (Danish Sale of Goods Act)
10.1 Scope. For products not covered by the warranty in clause 9, a two-year right to claim for defects applies in accordance with the Danish Sale of Goods Act. This right covers defects in materials and workmanship that were present at the time of delivery or can be attributed thereto.
10.2 Conditions and limitations. The right to claim for defects does not cover matters resulting from normal wear and tear, incorrect use, lack of maintenance or improper maintenance, modifications or repairs carried out by parties other than the Company, or other circumstances for which the Company is not responsible. The Company is not obliged to cover matters arising from a change of mind/“right of withdrawal” purchases.
10. Traceability of down
10.1 Traceability. As a member of EDFA, Traumpass and Downpass, the Company condemns the plucking of live birds which is prohibited under European legislation and the Company commits to:
• not use down and feathers obtained by methods that are irresponsible towards the birds,
• only use down and feathers originating from slaughtered birds,
• document traceability of down and feathers in products labelled “DownPass” in accordance with the certification requirements, and
• comply with EDFA’s Traceability Standard.
12. Liability
12.1 Liability. Each party is liable for its own acts and omissions under applicable law, subject to the limitations set out in the Contractual Basis.
12.2 Product liability. The Company is only liable for product liability to the extent such liability follows from mandatory legislation. The Customer shall indemnify and hold the Company harmless to the extent the Company may incur product liability beyond this.
12.3 Indirect loss. The Company is not liable for indirect loss, including loss of operations, loss of sales, loss of profit, loss of time or loss of goodwill, unless the loss is caused by intent or gross negligence.
12.4 Force majeure. The Company is not liable for failure to perform due to force majeure. The exemption from liability applies for as long as the force majeure event continues. Force majeure includes circumstances beyond the Company’s control which the Company could not reasonably have foreseen at the time the agreement was concluded, including, for example, extraordinary natural events, war, terrorism, fire, flooding, vandalism and labour disputes.
13 Intellectual property rights
13.1 Ownership. All intellectual property rights in and to the products, including patents, design rights, trademarks and copyrights, belong to the Company.
13.2 Third-party rights. If delivered products infringe third-party intellectual property rights, the Company shall, at its own expense, either: (i) secure the Customer’s right to continue using the infringing products, (ii) modify the products so that they no longer infringe, (iii) replace the products with non-infringing products, or (iv) repurchase the products at the original net purchase price less 10% per year from the date of delivery. The Customer has no other rights as a result of infringement.
14. Confidentiality
14.1 Distribution and use. The Customer may not disclose, use, or enable others to use the Company’s trade secrets or other information of any kind that is not publicly available.
14.2 Protection. The Customer must not improperly obtain or attempt to obtain knowledge of or access to the Company’s confidential information. The Customer must handle and store the information responsibly to prevent unintended disclosure.
14.3 Duration. The Customer’s obligations under clauses 14.1–14.2 apply during the business relationship and without limitation in time after the relationship ends, regardless of the reason for termination.
15. Governing law and jurisdiction
15.1 Governing law. The business relationship between the parties is governed by Danish law.
15.2 Jurisdiction. Any dispute arising out of or in connection with the parties’ business relationship shall be settled by a Danish court.