Purpose and scope of the general conditions
These general terms and conditions (hereinafter referred to as the Terms and Conditions) set out the detailed terms and conditions for ONJ.dk’s (hereinafter referred to as the “Seller”) delivery of goods to a non-consumer/business person (hereinafter referred to as the Buyer) as described in the agreement entered into between the Buyer and Seller A/S (hereinafter referred to as the “Agreement”).
To the extent that nothing else has been agreed in writing, the general terms and conditions set out below apply and take precedence over any general terms and conditions of the Buyer.Scope of services
The Seller’s service consists of the delivery of goods, the detailed design, scope and delivery time of which are described in the Seller’s order confirmation.
Conclusion of agreement
The final purchase agreement is only considered to have been entered into when the Seller has sent an order confirmation to the Buyer. The seller disclaims any liability for any errors and information in material prepared by third parties. This applies to any form of sales material, descriptions, user manuals, content on other websites, etc.
Cancellation and modification of orders
After placing an order, the Buyer is not entitled to change or cancel it. If, despite the above, the Seller separately approves a cancellation or change, the Buyer is obliged to pay the costs associated with the cancellation or change, including costs for storage and ensuring quality and properties, as well as interest due to a postponed delivery date. In the event of full or partial cancellation, the Buyer is further obliged to compensate the Seller for lost profits.
Returns and returnable packaging
Goods are not accepted for return. If, despite the above, it is agreed that the Seller will take back the goods, the goods must be unused, in perfect condition, and in original and unbroken packaging. The goods must be free of dirt, etc. However, goods that are specially produced and/or taken home for the Buyer will never be accepted for return. Approved returned goods will be credited with a deduction of the fee set by the Seller to cover return costs and the Seller’s selling costs. Returnable packaging is credited upon delivery in undamaged condition within 3 months of the Seller’s delivery. Credit is made with a deduction to cover wear and tear, handling and shipping costs, etc.
Prices and invoicing
The agreed price for the ordered goods appears from the Seller’s order confirmation. The Seller is entitled to invoice the Buyer for payment for goods as delivery occurs.
Payment
The invoices sent by the Seller are due for payment 1 day BEFORE the delivery date. Goods do not leave ONJ.dk’s warehouse unless payment for the goods has been registered. In the event of late payment, the Seller is entitled to charge default interest of 2% per month commenced on the total outstanding amount from the due date. Late payment of an invoice is always considered a significant breach of the Agreement. If deliveries are made continuously and there is delayed payment by the Buyer of a submitted invoice, the Seller is entitled to withhold any future deliveries to the Buyer or suspend further work and/or in this connection demand that later delivery times be postponed by a period corresponding to the Buyer’s delay in payment.
SELLER RESERVES OWNERSHIP OF GOODS UNTIL THE FULL PURCHASE AMOUNT HAS BEEN PAID.Guarantee
The Seller does not provide an independent warranty on deliveries of goods. The Buyer cannot make claims against the Seller pursuant to a manufacturer’s warranty for a product provided in the purchase agreement or otherwise, as the Seller only passes on such manufacturer’s warranty to the Buyer.
Errors and omissions
The buyer is obliged to examine and test the delivered goods immediately after delivery, as thoroughly as the circumstances require, to determine whether there are any defects in the delivered goods or whether the delivered goods are in accordance with the order confirmation, both qualitatively and quantitatively. To claim that the delivered goods suffer from defects or deficiencies (hereinafter referred to as “defects”), the Buyer must make a written complaint to the Seller immediately after the defect is or should have been discovered. In connection with the complaint, the Buyer must state and, upon request, demonstrate how the defect manifests itself. The Seller is solely liable for defects that the Buyer has complained about immediately upon delivery of the defective goods. The Seller is never responsible for, and it is not considered a breach of contract, if there are errors due to the design of the goods, provided that the design is in accordance with the agreement. The Seller is also not responsible for errors due to the Buyer’s own circumstances such as lack of maintenance, incorrect use, use contrary to the Seller’s instructions and changes and interventions in the delivered goods by unauthorized persons. If there are any defects in delivered goods, the Seller can choose whether the Seller will:
a) rectify the error,
b) make a redelivery or subsequent delivery of defective goods, or
c) give the Buyer a proportional discount on the price.
If it is reasonably assessed that the Buyer can carry out the remedy itself, the remedy is deemed to be completed upon delivery of a defect-free part and/or instructions for remedy. If the Seller chooses to remedy, make a replacement or subsequent delivery, the Seller is obliged to carry out such remedy, replacement or subsequent delivery as quickly as the situation requires and at its own expense. If the Seller does not remedy, replace or re-deliver the goods within a reasonable time with the speed required by the circumstances, the Buyer may give the Seller a final and reasonable deadline in writing to remedy, replace or re-deliver the goods. The deadline must be at least 5 working days and expire at the earliest 20 working days from the time the Seller received the Buyer’s written complaint regarding the defect. If the Seller has not made any remedial, replacement or subsequent delivery by the expiry of the deadline, the Buyer is entitled to a proportional discount corresponding to the defective portion of the delivery in relation to the total delivery and price. If the defect is significant, the Buyer may terminate the Agreement in respect of the defective portion of the goods. The Buyer may only terminate the Agreement in respect of non-defective goods if they are in such a connection with the defective goods that they cannot reasonably function satisfactorily on their own. The Buyer cannot make claims against the Seller for any defects in the product, unless the Seller can have the claim covered by the manufacturer. If the Buyer has complained about errors, and it turns out that there are no errors attributable to the Seller, the Buyer must reimburse the expenses that the Seller may have incurred in such a context, including examination and shipping costs.Delivery and transfer of risk
The delivery time stated in the order confirmation is only indicative for the Seller, unless otherwise agreed in writing. If a fixed delivery time has been agreed, the Seller has the right to an extension of the deadline in the following cases;
a) Force majeure see point 13
b) In the event of a delay caused by the Seller’s suppliers, carriers or other third parties
c) Unusual weather conditions
d) Labor disputes regardless of cause
e) Public orders or prohibitions that the Seller should not have anticipated when concluding the agreement.
Where an agreement has been made for delivery to the Buyer’s address or another location designated by the Buyer, the goods will be delivered as close to the place of use as a truck, in the driver’s discretion, can drive without the risk of getting stuck or damaging the vehicle or the surroundings. The buyer is obliged to inspect the goods received and provide the necessary personnel for unloading. If the Buyer fails to comply with the above obligations, the Seller shall be entitled, but not obliged, to make delivery with effect for release at the place of delivery, regardless of whether a representative of the Buyer is present. The risk of loss or damage to the goods shall pass to the Buyer upon delivery. The delivery note or the carrier’s waybill shall be considered as documentation of delivery. Expenses for any waiting time in connection with unloading at the Buyer’s address or other location designated by the Buyer shall be covered by the Buyer, just as the Buyer shall cover any costs resulting from the Buyer being unable to receive the goods at the agreed delivery time.Complaints and liability for delays
The Buyer must make a complaint in writing immediately upon discovering a delay, otherwise the Buyer will lose any claim due to the delay. In the event of a minor delay, subsequent delivery will be made. In the event of a significant delay, the Buyer is entitled to cancel the order. If successive delivery has been agreed, however, the Buyer is only entitled to cancel the delayed partial delivery. The Buyer is not entitled to any compensation due to the Seller’s delay. This applies regardless of whether the Buyer cancels or maintains the purchase.
Product liability
The Seller is liable under the Product Liability Act to the extent that the law necessarily imposes liability on the Seller for such damages, and the Seller’s liability for this may not be legally limited. The Seller is also liable for damages caused by products delivered by the Seller, to the extent that the damage is due to gross negligence on the part of the Seller, and the Seller’s liability for this may not be legally limited. The seller’s liability for product damage is limited to a maximum of DKK 10,000,000 for commercial property damage. In cases where the Seller is liable for product damage, but where the damage can also be attributed to errors committed by the Buyer, liability is distributed according to the degree of fault shown. To the extent that the Seller may be held liable for product damage to a third party, the Buyer is obliged to indemnify the Seller for any liability that may be imposed on the Seller and which exceeds the Seller’s liability under the above provisions. The Buyer is obliged to allow itself to be sued/complained to in the same court/arbitration that handles claims for damages against the Seller from third parties in connection with products delivered by the Seller via the Buyer to third parties. The seller is never liable for operating losses, loss of profit or other indirect losses.
Force majeure
In the event that delivery, timely delivery or defect-free delivery, is prevented or delayed by events beyond the Seller’s control, including but not limited to labor disputes, operational disruptions, transportation difficulties or other third-party failures or the like, the Seller may, without liability, postpone delivery or cancel the order in whole or in part at its own discretion by notifying the Buyer as soon as possible.
General limitation of liability and carriage in claims against the seller’s suppliers
The seller’s liability cannot – regardless of any proven negligence – include daily fines, operating losses, loss of time or other indirect loss, regardless of whether the liability is based on general compensation rules or grounds. If the Seller’s supplier or other third party has a liability to the Seller for delays or deficiencies, the Seller will be prepared to provide the Buyer with transportation in the Seller’s claims against the supplier or third party.
Confidentiality
In connection with the execution of the Agreement, both parties may have access to confidential information and other confidential material from each other. Both parties warrant that they themselves and their employees and subcontractors will treat the information received confidentially in all respects. This provision shall continue indefinitely. In addition to this provision, other provisions regarding confidentiality and trade secrets apply under Danish law.
Interpretation and changes
These terms and conditions apply to the extent that they have not been explicitly and in writing waived between Buyer and Seller. Later deviation from the Agreement or the Terms and Conditions can only be made through the preparation of a new agreement or written amendment to the Agreement.. The Seller may revise and/or amend the Terms and Conditions at any time. However, Agreements already concluded are not affected by this.
Applicable law and venue
Disputes between the parties arising from the Terms, the Agreement or the Seller’s services in general, and which cannot be resolved amicably between the parties, shall be settled under Danish law by the ordinary courts at the Seller’s domicile at any time, currently at the court in Herning..
Seller information
ONJ.dk ApS CVR: 27033733
Activity 80 7400 Herning
Phone: +45 70 236 238
Email: nhj@onj.dk.dk
