GENERAL TERMS AND CONDITIONS OF SALE  OF PRODUCTS FROM Nordic Furniture Group A/S

1. Applicability

1.1           These general terms of sale and delivery of any product from Nordic Furniture Group A/S (and associated companies), (hereinafter “the General Terms”) shall apply to all offers, orders or deliveries made between Nordic Furniture Group A/S and its subsidiaries (hereinafter “NOFU”) and the Customer in relation any sale and delivery of any product from NOFU to the extent that they are not expressly deviated from or modified by any other written agreement.

2. Offer

2.1           An offer from NOFU is valid for a period of seven (7) days from the date of issue, unless otherwise expressly stated in the offer. NOFU may revoke an offer at any time prior to receiving the Customer’s acceptance.

3. Specifications

3.1           The product shall meet the agreed specifications. If no specifications are agreed, the product shall meet the general specifications of NOFU at the time of delivery. Statements presented in product information, hand-books, websites, price lists or other information regarding the product will only be binding upon NOFU if expressly referred to in an offer or an order acknowledgement.

4. Subject of Agreement

4.1           Upon the issue by NOFU of an order confirmation, the Customer acquires the product in accordance with the terms set out in the order confirmation and these General Terms.

5. NOFU’s Responsibility

5.1           NOFU shall provide:

5.1.1       The purchased products according to order confirmation, order acknowledgement and/or invoice.

5.1.2       Instruction manuals for the purchased products in languages as agreed.

5.1.3       Packaging/boxes for each product with text in English.

6. The Customer’s Responsibility

6.5           The Customer shall pay for the products in accordance with the order confirmation and abide by all the terms and obligations of the order confirmation and these General Terms.

7. Delivery

7.1           Orders must be sent to NOFU notified e-mail accounts containing item number (NOFU no.) and quantity. Unless otherwise agreed L/C or deposit must follow no later than 5 days after confirmed order.

7.2           NOFU does only guarantee a specific date of delivery to the extent that this is expressly stated in the order confirmation by NOFU. Standard lead time from order to delivery is 60 days plus shipping.

7.3           The Customer is obliged to inspect the goods immediately upon delivery to establish any packaging defects before acceptance of receipt of the goods. Following the receipt of the goods, the customer is furthermore obliged to inspect the goods without delay to establish any other defects.

7.4           In the event of any packaging defects the customer shall give notice to NOFU immediately. In the event of any other defects or shortages in the purchased and delivered products, the Customer shall give notice to NOFU in writing as soon as possible and in no event later than Fourteen (14) days after delivery. If the Customer fails to give notice according to this clause 7.4 the Customer loses its right to make claims based on defects.

 8. Prices and Payment

8.1           The due date and the terms of payment of the products are specified in the order confirmation by NOFU.

8.2           Prices quoted by NOFU are (FOB) and are exclusive of duties, value added tax (VAT) and any other taxes or duties unless otherwise expressly agreed.

8.3           It is the responsibility of the Customer to provide NOFU with all relevant data for the invoicing by NOFU to the Customer, such to include correct details of the correct recipient of the invoice (company name, company number, address, phone numbers, VAT number and e-mail addresses etc.). In the event NOFU is requested to issue a credit note and a new invoice due to the Customer having provided NOFU with incorrect invoicing details, NOFU is entitled to charge the Customer a handling fee of EUR 50 per new invoice to be issued.

8.4           Where the Customer does not pay the purchase price on time, the NOFU may charge default interest from due date. Default rate is charges at a 2% monthly rate of interest.

 

9. Intellectual Property Rights

• The Customer recognizes the validity and the ownership by NOFU of NOFU’s intellectual property rights regarding the Designs of the Products, including the patents and utility models used in connection with the manufacture and commercial use of the products and the copyright and design of the individual products as well as all other products from NOFU made available to the Customer.

• Warranty and remedies

 

• We warrant that upon delivery and for a period of twenty-four months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable NOFU’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.

 

• With respect to goods which do not conform to the warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or ought to have discovered it.

 

• We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.

 

• The remedies mentioned in this clause 10 are the only remedies available to the Customer. NOFU is under no circumstances liable for any or indirect losses, claims, damages, compensation, fines or costs incurred by the Customer or by other parties, including but not limited to lost profit or lost business opportunities. The Customers recovery from NOFU for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.

 

• Delay

10.5.1     If delivery of products is delayed pursuant to these General Terms due to NOFU, the parties shall initiate talks with a view to remedy the situation to the satisfaction of the customer. A delay in delivery of less than 30 days does not entitle the Customer to assert remedies for breach of contract. In the event the goods are delayed more than 30 days the Customer may demand a new day of delivery or cancel the order. The Customer is not entitled to compensation cf. clause 10.4.

10.6         Defects

10.6.1     If a customer believes that a product has an error, it will be tested at the sales outlet according to the guidelines made by NOFU. If the error can be solved on location (e.g. a spare part or paint), repair kits /Spare parts  will be requested according to the instruction at NOFU’s home page.

 

10.6.2     Products that are found defective, are exchanged for a new product and retailer is ordering a new product by the distributor who will subsequently get it credited by NOFU.

 

10.6.3.   Unless other is agreed, the distributor has the responsibility for collecting defective products and dispatch them to NOFU’s factory once a quarter, at the expense of distributor.  Together with the defective product, a problem report must be made (retailer can print the form from NOFU’s home page). NOFU reserves the right to debit products again that proves not to be defective despite exchange.

 

11. Force Majeure

11.1         NOFU is not liable for delay or defects due to force majeure or other impediments beyond NOFU’s control.

11.2         For the purpose of this agreement a force majeure event shall mean an Act of God, government order, earthquake, flood, fire, riot, war, terror-ism, embargo, strikes, boycott, lockout, delayed or insufficient delivery of raw material or other, or any other delivery of a satisfying quality, fire, natural conditions, lack or failure of transportation or war, currency restrictions, restrictions as to imports/exports as well as interruptions or stop of work, and which are adapted to delay or prevent the production or delivery of the products or which makes the fulfillment of this agreement much more troublesome to NOFU than first expected.

11.3         In case a complete or punctual delivery is temporarily prevented, and this is caused by one or several of the force majeure events mentioned in clause 11.1.2. or events similar to force majeure, the obligations to de-liver is suspended during the period, of which the prevention endures, with the effect that the postponed time of delivery, in any case, is considered punctual, which is the reason why the Customer is not entitled to cancel the agreement as long as such an event exists.

 

12. Claims

12.1         Any and all claims with regard to the products must be received by NOFU without undue delay after the defect has or ought to have been discovered by the Customer and in any case within two (2) months after the date of delivery.

12.2         If the claim is not received within two (2) months after the date of delivery, any and all claims with regard to the product shall be considered lapsed, and consequently NOFU cannot be held liable for any claims what so ever.

13. Termination

13.1         The agreement with the Customer and the obligation to provide the purchased products terminate without notice by delivery.

13.2         Notwithstanding clause 13.1, NOFU may by notice to the Customer terminate the agreement immediately on the happening of any one of the following events:

13.2.1     the Customer commits any breach of the agreement or these General Terms and (in the case of a breach capable of remedy) fails to remedy the same within thirty (30) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;

13.2.2     the Customer is dissolved, becomes insolvent, fails or is unable or admits in writing its inability to pay its debts, institutes or has instituted against it proceedings seeking a judgment of insolvency or bankruptcy; has a resolution passed for its winding up or liquidation; seeks or be-comes the subject of the appointment of an administrator, receiver or similar official in respect of its assets or analogous proceedings in a foreign jurisdiction;

13.2.3     The Customer challenges the validity of, or entitlement of NOFU to use, any of the intellectual property rights used by NOFU; or

13.2.4     The Customer shall fail to make payments to NOFU on the due date;

13.3         In the event of a breach of a party’s obligations under the agreement, the other party shall be entitled to compensation in accordance with the general principles under Danish law, unless otherwise is stated in these General Terms.

14. Product Liability

 14.1         NOFU’s liability for material damages caused by products that by their nature are not intended for professional use and primarily used by the injured party in accordance herewith (“consumer goods”) and Seller’s liability for product injuries to persons are regulated by the Danish consolidated act no. 261 of 20 March 2007.

14.2         NOFU is not liable for other (not designed by NOFU) product damages or injuries etc. Nor shall NOFU be liable for damage to products manufactured by the Customer or to products of which such are forming part or loss of profit, lost wages or other indirect losses.

14.3         To the extent that product liability towards a third party should be imposed on the NOFU, the Customer undertakes to indemnify NOFU to the same extent to which NOFU’s liability is limited according to articles 14.1 and DS/EN 1022:2007 Domestic furniture – Seating – Determination of stability and DS/EN 12521:2015

Furniture – Strength, durability and safety – Requirements for domestic tables

14.4         If a third party claims damages from one of the parties according to this article, the party concerned shall immediately and without further notice notify the other party to that effect.

14.5         NOFU and the Customer shall be mutually obliged to be sued by the court of law or court of arbitration trying the claim for compensation advanced against one of them due to a damage allegedly caused by the material.

 

15. Changes and Notices

15.1         The agreement with the Customer with all appendices thereto, including these General Terms, constitutes the express intent of the parties in relation to the matter hereof and invalidates all previous oral and written agreements or understandings that may have been entered into between the parties prior to the agreement.

15.2         Any modification of the agreement including the modification of this provision must be made in writing and be signed by both parties.

15.3         All notices according to the agreement and these General Terms must be in writing and, as far as notices to NOFU are concerned, sent by e-mail, registered letter or fax to Nordic Furniture Group A/S.

 

16. Jurisdiction and choice of law

16.1         This agreement and all related documents such as order confirmation, order acknowledgement, invoice etc. is governed by Danish legislation. The applicability of the United Nations Convention on Contracts for the International Sale of Goods is hereby explicitly excluded. Any dispute arising out of entering into this agreement, the performance and the interpretation of this agreement shall be settled by the ordinary courts of Denmark, with the local court of Copenhagen, Denmark, as the first instance.