General Sales and Delivery Terms
1.1. These General Terms of Sale and Delivery (“the terms” or “these terms”) apply to the sale and delivery of any product or service (the “product(s)”) made by WAVOS Reg.-no. 27123538, to any buyer (the “customer”), unless expressly deviated from or modified by other written agreement. These terms apply whether the contract between WAVOS and the customer is made by telephone, by e-mail, the website of WAVOS or in any other manner.
1.2. Any indication by the customer of special or general terms in tender material, order, acceptance, purchase conditions etc. will not be considered a deviation from these terms, unless expressly accepted by WAVOS in writing.
2. The Product
2.1. WAVOS’ product information shall be indicative only. Information given by WAVOS shall only be binding when warranted separately in writing as part of the contract.
2.2. The customer shall have the full responsibility for selecting the product, including for the product’s contents and quality matching the customer’s requirements. Where no specific description of the product is made, WAVOS’ understanding thereof shall apply.
3. Order commitment
3.1. Orders are binding for customer and WAVOS. The
3.2. customer will receive an order confirmation and shall with no further delays respond to this by email if the customer wants to correct anything on the order. Otherwise, the order is binding and cannot be cancelled due to any reasons WAVOS cannot influence. Any acceptable changes to orders, will be confirmed with a new order confirmation.
4. Time and place of delivery
4.1. Price term EX Works incoterms 2020. Delivery from WAVOS’s warehouse. Unless otherwise agreed. Delivery terms DAP incoterms 2020. Freight cost to be carried by customer.
4.2. For preorders, the possible cancel date will be stated at the order confirmation. Customer can request WAVOS to cancel any items not delivered by this date. WAVOS reserves the right to invoice and ship at customers expense when the preorder is 50% complete or by 30/06 for summer season or 01/01 for winter season, whatever comes first.
4.3. For all reorders WAVOS reserve the right to invoice and ship the orders at customers cost at once, unless anything else has been agreed in writing. WAVOS reserve the right to invoice and ship orders by the end of the month in which the order has been placed without further notice. Cost of freight covered by customer.
4.4. Where delivery cannot be made due to conditions for which the customer is responsible, the product will be stored by WAVOS at the customer’s expense and risk. WAVOS may charge storage rent, costs etc.
4.5. Any time of delivery stated by WAVOS shall be approximate and thus, not be binding on WAVOS, unless a fixed time of delivery has been expressly agreed. If a fixed time of delivery has been expressly agreed, WAVOS may extend such time by 10 working days from expiry of the fixed time of delivery. The customer shall not be entitled to exercise actions for breach of contract until after the expiry of the extended time of delivery. Where WAVOS exceeds the extended time of delivery, the customer may terminate the contract with immediate effect if WAVOS has not delivered the product within an additional time limit fixed by the customer in writing of at least five working days. Where the customer chooses to terminate the contract with immediate effect, the customer shall have no other claim than repayment of any payments already made for the delayed product, but not repayment of any other amounts paid for other products. The customer shall have no other remedies for breach as a result of the delay and shall thus be prevented from making any claim for damages. WAVOS cannot be held reliable for any delivery delays due to conditions WAVOS has no influence on. E.g., the delay of delivery from the supplier of the product or delays in the shipping, nor from the supplier or from WAVOS to the customer.
5. Price and payment
5.1. Unless otherwise agreed in writing, the price for the product shall be WAVOS’ price in force at the time in question. Payment terms will be set by WAVOS and is stated at the invoices. For Prepayment conditions, the order is not processed until payment is received on the bank account of WAVOS.
5.2. WAVOS shall be entitled to increase a price agreed with the customer due to currency changes, changes in freight prices, delivery failures, tax changes, out of stock goods, printing errors and technical errors and force majeure. These reservations may lead to that individual items in an order (or the whole order) will either not be delivered or the order will be delivered only after a price adjustment has taken place. The customer will be informed by e-mail if this is the case.
5.3. If the price of a product is increased by more than 10% from the contract is made until delivery takes place, the customer may, without being liable to pay damages, rescind the contract if WAVOS is notified thereof in writing immediately after the customer received information of WAVOS’ price change.
5.4. In case of overdue payment, default interest is charged at a rate of 1.5 % on the amount due per month or fraction thereof from the due date, until the amount is credited WAVOS’ bank account.
5.5. The customer is not entitled to set off claims pertaining to other orders or legal matters against the purchase price and shall have no right of retention or non-payment due to any delay, complaint, or counterclaim in respect of the delivery in question.
6. Retention of title
6.1. Any delivery of the products shall remain the property of WAVOS until the full purchase price/payment plus any interest and costs have been settled.
6.2. Until the title has passed to the customer, the customer shall insure the delivery properly and store the product properly and separate from other equivalent products.
7. Complaints and defects
7.1. The customer shall check the products and examine them for defects immediately upon arrival/receipt. Transportation damages shall be notified on the spot/arrival in writing to the representative of the transportation company.
7.2. Any claim for visible or easily detectable defects for which WAVOS may be responsible shall be made by the Customer within 48 hours of the time of delivery. Where a complaint is not made in time, the right to claim defects shall be forfeited. WAVOS shall only be liable for original defects in a period of 12 month from delivery, regardless of the nature thereof. Any claim from the customer to WAVOS shall be in writing via the presented channel for claims with a description and specification of the claimed defects.
7.3. WAVOS’ liability for defects shall always and under any circumstances be limited – at WAVOS’ option – to i) remedy of the defect, ii) a replacement delivery or iii) a proportional reduction of the agreed purchase price, such reduction to be fixed by WAVOS. The customer shall have no other remedies.
7.4. If the customer advances a claim as a result of a defect, and it turns out that there is no such defect for which WAVOS is liable e.g., wear and tear, wrong usage or overload damages etc., WAVOS may claim a fair payment for the work conducted in connection with the handling of the claim.
8. Product liability
8.1. WAVOS shall only be liable for product liability pursuant to the mandatory provisions of the Danish Product Liability Act (produktansvarsloven). WAVOS denies any other liability for product liability. WAVOS’ liability shall in all respects be limited to the coverage of WAVOS’ product liability insurance.
8.2. The customer shall, without undue delay, notify in writing of any damage or injury caused by a defective product or of any risk that such damage or injury may occur.
8.3. If WAVOS incurs liability to any third party, the customer shall indemnify WAVOS to the same extent as the extent to which WAVOS’s liability is limited pursuant to this clause.
9. Limited liability
9.1. Irrespective of the basis of liability and the degree of negligence, WAVOS shall not be liable for any indirect or consequential losses such as loss of operations, loss of profits, or similar losses.
9.2. WAVOS’ liability for any loss or damage shall be limited to the amount paid by the customer for the product(s) on which the claim is based. Irrespective of the size of the payment for the product(s), WAVOS’ total liability for damages cannot exceed DKK 100,000.
10. Industrial and intellectual property rights
10.1. WAVOS or the sub-supplier of WAVOS holds all industrial and intellectual property rights to the content on the website and the products (including contents, production methods, packaging etc.). The customer shall not be entitled to have equivalent products, including packaging etc., produced by a third party, and the customer shall not be entitled to use such products in connection with sale and marketing of equivalent products.
11.1. WAVOS may use the customer and/or the product, including a description of the business relation, as reference in its own marketing material.
12. Return of products
12.1. The Customer is not entitled to return any purchased product, unless such return has been expressly accepted by WAVOS in writing and the Customer has accepted WAVOS’ terms and conditions for the return of the products.
13. Force majeure
13.1. WAVOS shall not be liable to the customer where the following circumstances occur after the signing of the contract and prevent or delay the performance of the contract: war and mobilization, insurrection and civil commotion, acts of terror, natural disaster, strikes and lockouts (whether WAVOS is a part thereof or the cause of these conflicts), shortage of goods and defects or delays in deliveries by sub-suppliers, flooding, fire, explosion, shortage of transport, exchange control regulation, import and export restrictions, death, disease or the resignation of key persons, pandemics, epidemics, computer viruses or other circumstances beyond the direct control of WAVOS. In this case, WAVOS may postpone delivery until such circumstance has ceased or, alternatively, terminate the agreement with immediate effect in whole or in part without being liable for damages.
14.1. Should one or more provisions of these terms be or become invalid, the terms shall remain valid between the parties. In this case, the parties shall replace the invalid provision(s) with a valid one which shall as far as possible pursue the objective and reflect the legal position contained in the invalid provision(s).
15. Applicable law and venue
15.1. Any dispute between WAVOS and the customer shall be settled in accordance with Danish law, excluding however, the conflict of law rules of Danish law or CISG.
15.2. Disputes shall – at WAVOS’ own discretion – be settled before either the ordinary courts of Denmark, the Court of Herning, Denmark being the court of first instance, or before an arbitration tribunal appointed by the Danish Institute of Arbitration (Voldgiftsinstituttet) in accordance with its rules applicable at the initiation of the arbitration proceedings. The arbitration tribunal shall sit in Herning, Denmark. WAVOS may, however, always choose to take legal action against the customer at the customer’s home court.