Online store – Terms & Conditions
1. Scope of Applicability
1.1
These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Purchaser. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by B23 unless and until we expressly confirm our acceptance in writing.
1.2
We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes.
2. Offers, Purchase Orders and Order Confirmations
2.1
The placement of an order for B23 merchandise constitutes a mere contractual proposal made by the Purchaser to B23, and should never be intended or construed as a valid and binding sale and purchase agreement. The order placed and the contractual proposal made through the present order form are deemed to be herewith irrevocably confirmed by the Purchaser for a period of four months, starting from the day of receipt of the order at B23. Always provided that the order is an irrevocable offer to purchase by the Purchaser, B23 reserves the right to exceptionally accept totally or partially modifications or cancellations of orders if communicated to the office in charge at B23, by registered mail, not later than 10 business days after the issue date of the present order.
2.2
B23 undertakes no obligations to accept the contractual proposal made by the Purchaser. Should B23 decide to accept the order it shall notify its written acceptance to the Purchaser within the term of four months from placement of order.
2.3
All purchase orders issued shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on B23 unless and until confirmed by us in writing.
3. Prices and Terms of Payment
3.1
The prices for goods shall be those set forth in B23’s order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
3.2
Unless expressly stated otherwise in our order confirmation, payment for goods shall be made within 10 business days from delivery without offset or deduction.
3.3
Purchaser must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. B23 may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
3.4
If Purchaser fail to pay any invoice within seven calendar days of the due date of payment, B23 may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, B23 may charge you interest from the due date to the date of payment at the rate of 1,5 % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
3.5
Title to goods delivered shall remain vested in B23 and shall not pass to Purchaser until the goods have been paid for in full. If Purchaser fail to pay any invoice within fourteen calendar days of the due date of payment, B23 may retake the goods covered by the invoice. Purchaser must insure all goods delivered to their full replacement value until title to the goods has passed to Purchaser.
4. Terms of Delivery and Late Delivery
4.1
Unless expressly stated otherwise in B23’s order confirmation, all deliveries of goods shall be in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to Purchaser in accordance with the agreed delivery term.
4.2
The delivery dates of goods shall be those set forth in B23’s order confirmation. If B23 fail to deliver goods within sixty calendar days of the agreed delivery date, Purchaser may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to B23 within fourteen calendar days of the expiration of the grace period.
4.3
B23 reserve the right to make delivery in instalments.
5. Acceptance of goods
5.1
Purchaser must inspect goods delivered upon receipt. Purchaser are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by B23 within 8 calendar days after delivery of the goods.
6. Warranty
6.1
B23 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 manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. For pre-owned and re-furbished goods B23 warrant that upon delivery and for a period of three months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’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.
6.2
With respect to goods which do not conform to the warranty B23’s 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 B23, along with acceptable evidence of purchase, within fourteen calendar days after Purchaser discovered the lack of conformity or ought to have discovered it.
7. Limitation of Liability
7.1
Neither Purchaser or B23 will be entitled to, and neither shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Purchaer’s recovery from B23 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.
8. Force Majeure
8.1
Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
9. Miscellaneous
9.1
The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between the parties.
9.2
No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
9.3
Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
9.4
These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.