TERMS

General terms of sale and delivery (terms of trade)

Seneste version, 15. Januar 2020

  1. Application
    1. The use. General Terms of Sale and Delivery (the “Terms”) apply to all agreements on PhoneAlone ApS CVR: 41091940, (“The Company”) sales and delivery of products, spare parts and related services to business customers.

     

  2. Contractual basis
    1. Contractual basis. The terms together with the Company’s offer and order confirmations constitute the entire contractual basis for the Company’s sales and delivery of products, spare parts and related services to the customer (the “Contract basis”). The customer’s purchasing conditions printed on orders or otherwise communicated to the Company do not form part of the Agreement.
    2. Changes and additions. Amendments and additions to the Basis of Agreement shall only apply if the parties have agreed in writing to them.

     

  3. Products, spare parts and services
    1. Products and spare parts. Products and spare parts that the Company sells and delivers to the customer are new and comply with Danish law at the time of delivery.
    2. Services. Affiliated services that the Company sells and delivers to the customer in connection with the sale and delivery of products or spare parts are carried out craftsmanship correctly and comply with Danish law at the time of delivery.
    3. Limitation of Liability. Products, spare parts and related services that the Company sells and delivers to the customer are intended for the telephone box to be used indoors for office environments and used for soundproofing telephone calls. Notwithstanding any contrary terms in the Basis of Agreement, the Company shall in no event be liable for any loss or damage attributable to use for any other purpose. The Customer shall indemnify the Company to the extent that the Company is liable for such loss or damage.

     

  4. Price and Payment
    1. Price. The price of products, spare parts and related services follows the Company’s applicable price list at the time the Company confirms the customer’s order, unless the parties have agreed otherwise in writing. All prices are exclusive VAT.
    2. Payment. The Customer shall pay all invoices for products, spare parts or related services at the latest on dispatch of the product, unless the parties have agreed otherwise in writing.

     

  5. Delayed Payment
    1. Interest. If the customer fails to pay an invoice for products, spare parts or related services in a timely manner for reasons for which the Company is not responsible, the Company is entitled to interest on the amount due 1.5% per annum. month from due date and until payment is made.
    2. Termination. If the customer fails to pay an overdue invoice for products, spare parts or related services within 14 days of receiving written request for payment from the Company, the Company has in addition to interest according to item. 5.1 the right to: (i) cancel the sale of the products, spare parts and / or related services to which the delay relates; (ii) cancel the sale of products, spare parts and / or related services that have not yet been delivered to the customer; or require prepayment thereof, and / or (iii) make other defaulting decisions/powers applicable.

     

  6. Offers, orders and order confirmations
    1. Offers. The company offer is valid for 10 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding on the Company unless the Company informs the customer otherwise.
    2. Orders. The customer must send orders for products, spare parts or related services to the Company in writing. An order must contain the following information for each ordered product, part or service: (i) Order number, (ii) Part number, (iii) Item description, (iv) Quantity, (v) Price, (vi) Payment terms, (vii) Delivery date, (viii) Delivery Address, and (ix) Delivery Terms.
    3. Order confirmation. The company endeavors to send confirmation or rejection of an order for products, spare parts or related services to the customer in writing within 2 working days of receipt of the order. Confirmation and rejection of orders must be in writing to bind the Company.
    4. Change of order. The Customer cannot change an order for products, spare parts or related services without the Company’s written acceptance.
    5. Inconsistent terms. If the Company’s confirmation of an order for products, spare parts or related services does not agree with the customer’s order or the contractual basis and the customer does not wish to accept the inconsistent terms, the customer must notify the Company in writing within 2 working days after receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.

     

  7. Deliveryg
    1. Delivery terms. The company delivers all products and spare parts sold freely at curbs or as close to the address as the driver thinks possible. Upon delivery at the agreed locations, the risk of the order’s eventual downfall passes to the customer. The customer is responsible for immediate readings at the agreed delivery address.
    2. Delivery time. The Company delivers all products sold, spare parts and related services within the time set forth in the Company’s order confirmation. The company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.
    3. Study. The customer must investigate all products, spare parts and related services at delivery. If the customer discovers a defect or defect which the customer wishes to invoke, it must be notified in writing to the Company immediately. If a defect or defect which the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later.
    4. Delivery. If the customer fails to receive the product or the customer’s circumstances otherwise means that the Company cannot make delivery, delivery shall be deemed to have taken place at the time the Company makes notification to the customer that the product was made available to the customer.
    5. 100 day return policy. The return policy applies from the product is delivered. When ordering more boxes, this only applies to one box. All communication in this regard must be in writing. The return right assumes that the telephone box is undamaged and complete, as well as packed in original packaging. The company incurs the costs of transport and freight, which the customer himself provides, however, a maximum of 2,000,-

     

  8. Delayed delivery
    1. Notice. If the Company expects a delay in the delivery of products, spare parts or related services, the Company informs the customer about it and at the same time informs the reason for the delay and new expected delivery time.

     

  9. Guarantee
    1. Guarantee. The company guarantees that products, spare parts and related services are free from significant defects and defects in design, materials and workmanship for 24 months after delivery. For parts that are replaced under warranty, the warranty period is 36 months from replacement, but a maximum of 24 months from original delivery.
    2. Exceptions. The Company’s warranty does not cover wear parts and defects or defects caused by: (i) ordinary wear and tear, (ii) storage, installation, use or maintenance in violation of the Company’s instructions or general practice, (iii) repair or modification performed by anyone other than the Company; and (iv) other matters for which the Company is not responsible.
    3. Announcement. If the customer discovers a defect or defect during the warranty period that the customer wishes to invoke, it must be notified in writing to the Company immediately. If a defect or defect which the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later. The Customer must provide the Company with the information of a notified error or defect requested by the Company.
    4. Study. Within a reasonable time after the Company has received notice from the Customer of a defect or defect and investigated the claim, the Company will notify the Customer whether the defect or defect is covered by warranty. Customer must send defective parts to the Company upon request. The Customer bears the cost and risk of parts during transport to the Company. The company bears the cost and risk of parts during transport to the customer if the defect or defect is covered by warranty.
    5. Remedy. Within a reasonable time after the Company has given notice to the customer pursuant to clause. 9.4 that a defect or defect is covered by the warranty, the Company will remedy the defect or defect by: (i) replacing or repairing defective parts, or (ii) sending parts to the customer for the customer’s own replacement or repair.
    6. Cancelation. If the Company fails to rectify any defect or defect covered by the warranty within a reasonable time after the Company has notified the customer pursuant to clause. 9.4, for reasons for which the customer is irresponsible and the error or defect has not been rectified within a reasonable period of at least 60 days, the customer may cancel the order (s) affected by the error or defect without notice in writing to The company. The Customer has no rights in respect of errors or defects in products, spare parts or related services other than those expressly stated in clause 9.

     

  10. Liability
    1. Liability. Each party is responsible for its own actions and omissions in accordance with applicable law, with the restrictions resulting from the Agreement.
    2. Product liability. The company is responsible for product liability in respect of products and spare parts supplied, insofar as such responsibility is governed by mandatory legislation. The Customer shall indemnify the Company to the extent that the Company may incur product liability in addition.
    3. Liability. In no case can liability be made for loss of operations, loss of profits or other indirect losses or consequential damages. In any event, the company’s liability towards the customer is limited to 10,000,-

     

  11. Impossibility or Force majeure
    1. Upon the occurrence of impossibility or force majeure following the conclusion of the Distributor Agreement, which prevents a Party from fulfilling its obligations under the Distributor Agreement, the Party shall be liable if it is caused by circumstances beyond a Party’s control, including, but not limited to, force majeure, war, terrorism, fire, rebellion, strike, lockout, or other serious labor-related discrepancies, riots, earthquakes, floods, explosions or other natural phenomena and defects in supplies or delays from suppliers or subcontractors caused by any of the above conditions.
    2. The rights and obligations incumbent on or incumbent on the Party affected by impossibility or force majeure shall be extended for a period equal to the period of the force majeure situation.
    3. The rights and obligations incumbent on or responsibility on the Party affected by impossibility or force majeure shall be extended for a period equal to the period of the force majeure situation.
    4. In the event of a Party’s failure to comply with the Distributor Agreement as a result of the conditions set out in paragraph xx above, the other Party shall be entitled to terminate the Distributor Agreement unless fulfilment can be made within a reasonable time.

     

  12. Responsibility
    1. Under no circumstances can the company be held liable for operating losses, loss of profits or other indirect losses or consequential damages. In any event, the company’s liability towards the customer is limited to 5,000, – of the invoiced amount.

     

  13. Confidentiality
    1. The Parties have a duty of confidentiality regarding everything they experience about the other Party under this Single Dealer Agreement and shall treat such information as confidential.
    2. The parties may only disclose such confidential information to employees or subcontractors who have a material need to access the information. Prior to disclosure of confidential information to employees or subcontractors, that Party must notify the employee or subcontractor that the information is confidential.
    3. The duty of confidentiality does not include information that, at the time of acquiring the knowledge, was or has later become publicly available or widely known.
    4. The duty of confidentiality includes the parties’ employees, subcontractors and external advisors.
    5. This provision applies both during the term of the Retailer Agreement and after the termination of the cooperation.

     

  14. Confidentiality
    1. All information exchanged between the Customer and the Company must be treated and kept confidential. In addition to what may result from the proceedings, the information is not disclosed to third parties. The Customer is under no circumstances entitled to disclose all or part of any material or communication between the Customer and the Company.
    2. The company operates in an industry where public opinions, reviews and reviews on various media and forums, such as Trustpilot, are of great importance and are given great importance by new / upcoming customers. Thus, making unreasonable or unjustified statements, reviews, or judgments against the Company, or making any other unreasonable or unjustifiable negative mention by the Company, may have major adverse consequences and result in loss to the Company. Furthermore, such statements, reviews or ratings are sometimes used by customers as extortion.
    3. In the light of this, all customers who enter into an agreement with the Company undertake to seek any complaint, dispute, dissatisfaction, discrepancy or similar resolved internally and amicably. As a customer, you are therefore obliged, irrespective of the nature and possible justification of any complaint, dispute, dissatisfaction or discrepancy, to first contact the Company, who is then entitled to investigate the matter further and to seek it out in amicable terms.
    4. The duty of confidentiality, and thus the prohibition on public statements, reviews and assessments, applies for 24 months from the conclusion of the agreement and in the event of a breach can be sanctioned with a daily penalty of DKK 2,000 for each day the statement, notification or assessment is maintained by the customer. After the expiry of the 24-month period, the customer may make public statements, reviews and assessments, etc. publicly and under general liability.

     

  15. Applicable law and jurisdiction
    1. Applicable law. The parties’ trade is in all respects subject to Danish law.
    2. Venue. Any dispute that may arise in connection with the parties’ trade must be settled by a Danish court.