B2B Terms and conditions of trade and delivery
1 Purpose and scope of General Terms and Conditions
These General Terms and Conditions (hereinafter referred to as the “Terms”) set out the detailed terms for Seller A/S’ (hereinafter referred to as “Seller”) delivery of goods to a non-consumer/merchant (hereinafter referred to as “Buyer”) as described in the agreement between Buyer and Seller entered into on Seller’s website bionutria.dk (hereinafter referred to as the “Agreement”).
To the extent otherwise agreed in writing, the Terms set out below shall prevail and shall supersede any general terms and conditions of the Buyer.
2 Scope of the service
The Seller’s service consists of delivery of goods, the details of which are described in the Seller’s order confirmation.
3 Entry into agreements
A final purchase agreement is only considered as entered into when the Seller has sent an order confirmation to the Buyer.
The Seller disclaims all liability for any errors and information in material prepared by third parties. This applies to any sales material, descriptions, user instructions, content on other websites, etc.
4 Time of delivery
Unless otherwise agreed in writing, stated delivery times are determined at best discretion and subject to pre-sale. If the Seller is unable to comply with the time stated, it shall give the Buyer written notification of this, if possible stating when delivery can be expected.
If the time of delivery cannot be met, the Seller will try to reduce the delay to the greatest extent possible. However, the Seller assumes no responsibility for minor delays.
If an agreed time of delivery is exceeded by more than 20 working days and the delay is solely attributable to the seller or circumstances for which the seller is responsible, this is considered a material breach of the agreement. However, the Seller waives all liability resulting from the delay, and the Buyer’s only sanction for significant delay is cancellation of the purchase.
5 Delivery and transfer of risk
Unless otherwise agreed, delivery of goods shall be deemed to have taken place when the goods have been issued from the Seller's warehouse in Purhus (ex warehouse).
If the Buyer so chooses when ordering the goods on the Website, the Seller may arrange for the transport of goods to the Buyer at the Buyer’s expense and risk.
The risk of goods passes to the Buyer at the time of delivery.
6 Right of withdrawal
No right of withdrawal is granted to the buyer in accordance with these conditions.
7 Prices and invoicing
The agreed price for the ordered goods is stated in the Seller's order confirmation.
The Seller is entitled to invoice the Buyer for payment for goods as delivery takes place.
Please note: The prices in the online store only apply in Denmark. If the goods are to be delivered outside Denmark, a surcharge is charged for freight.
For further information, please contact kundeservice@bionutria.dk
Please note: Prices in the online store only apply in Denmark. For delivery locations outside Denmark, we will charge a surcharge for transportation.
For further information please contact kundeservice@bionutria.dk
8 Payments
If the goods are not paid by credit card at the time of order, the following applies:
Invoices submitted by the Seller are due for payment 14 days after the invoice date, unless otherwise stated on the invoice.
In case of late payment, the Seller is entitled to charge interest of 2% per month commenced on the total outstanding from the due date. Late payment of an invoice is always considered a material breach of the agreement.
If delivery is made on an ongoing basis and there is a delay in the Buyer’s payment of a sent invoice, the Seller shall be entitled to withhold any future deliveries to the Buyer or suspend further work and/or, in this connection, require later delivery times to be postponed for a period corresponding to the Buyer's delay in payment.
The Seller reserves the right to ownership of goods until the full purchase price has been paid.
9 Errors and defects
The buyer is obliged to examine and test the delivered products immediately after delivery as thoroughly as the circumstances require in order to determine whether there are defects in the delivered goods or whether the delivered goods comply with the order confirmation both qualitatively and quantitatively.
To claim a defect or defects (hereafter referred to as ”error”) in the product, the Buyer must complain in writing to the Seller immediately after the defect has been or should have been discovered. In connection with the complaint, the Buyer must state and, on request, show how the error manifests itself. The Seller shall be solely responsible for errors that the Buyer has complained about within 1 week of delivery of the defective item.
It is not considered a breach, nor shall the Seller ever be liable, if there are errors due to the design of the goods, provided the design is in accordance with the terms of agreement. The Seller shall also not be liable for errors caused by the Buyer’s own circumstances, such as lack of maintenance, incorrect use, non-compliance with Seller’s instructions, and changes to and interventions in the delivered product by unauthorised persons.
If there are errors in delivered goods, the Seller may choose whether or not the Seller will:
a) remedy the error,
b) replace or redeliver defective goods; or
c) grant the buyer a proportionate reduction in the price.
In cases where it is reasonable to consider that the Buyer can carry out the remedial measures, the remedy is deemed to be completed upon Seller’s sending a defect-free part and/or instructions for the remedial measures.
If the Seller chooses to remedy, reschedule or make an additional delivery, the Seller shall be obliged to make such rescheduling or additional delivery at the speed required by the situation and at its own expense.
If the Seller does not make the repair, redelivery or additional delivery of goods at the speed required by the circumstances, the Buyer may give the Seller, in writing, a final and reasonable period of time to carry out repair, redelivery or additional delivery. The deadline shall be at least five working days and shall expire no earlier than 20 working days from the time when the Seller received the Buyer’s written complaint in respect of the defect.
If the Seller has not made remedies, re-delivery or additional delivery by the expiry of the deadline, the Buyer shall be entitled to a proportionate reduction corresponding to the defective share of the delivered product in relation to the total delivery and price.
If the defect is material, the Buyer may terminate the agreement as regards the defective portion of the goods. The Buyer may terminate the Agreement only in respect of non-faulty goods if they are connected in such a way to the faulty goods that they cannot reasonably function satisfactorily on their own.
If the Buyer terminates the Agreement, the Buyer shall be entitled to compensation subject to the limitations set out in these Terms.
The Buyer may not raise any other claims against the Seller in respect of errors.
If the Buyer has complained about errors, and if it turns out that there are no errors attributable to the Seller, the Buyer shall compensate the Seller for any expenses incurred in that connection, including examination and freight costs.
Replacement or repair of goods does not result in a new warranty period.
10 Termination
In the event of a material breach of the Agreement, including these terms, the non-breaching party shall be entitled to terminate the Agreement with reasonable notice if the breaching party does not remedy the breach before the expiry of the notice. Such reasonable notice shall not be less than 10 working days.
Delivery or payment within the notice period is considered to be a remedy for the breach.
11 Limitation of liability
The parties are liable to each other according to the general rules of Danish law, unless otherwise agreed upon below.
In no event shall the Seller, regardless of the degree of negligence, be liable for indirect loss of any kind, including but not limited to operating loss, loss of data, loss of profit, loss of interest or costs attributable to third parties, and other indirect loss or damage.
However, the Seller shall be liable for indirect losses caused by gross negligence or continued negligence.
In the event that the Seller incurs liability regardless of the above, the liability will always be limited to the net remuneration of the order in question, but a maximum amount of DKK 200,000 per order placed.
The Seller is responsible for product liability in accordance with the applicable legislation but does not assume any further liability. Any non-statutory product liability is thus expressly excluded.
12 Force majeure
Neither party shall be liable for circumstances that may be described as force majeure, including but not limited to war, riots, disturbances, general strike, fire, water damage, natural disasters, currency restrictions, import or export bans, disruption of general communication, interruption of or failure of the energy supply, widespread virus or malware attacks and the occurrence of force majeure in accordance with this provision vis-à-vis subcontractors.
If force majeure occurs, the affected Party shall notify the other Party as soon as possible and within 20 working days of the occurrence of a force majeure situation.
If a force majeure situation lasts more than 60 days, the other party is entitled to cancel the agreement. Such cancellation shall take effect for the future, as the Buyer shall pay for goods delivered at the time of cancellation no later than 10 days after the cancellation. Accordingly, neither party may make further claims against the other party.
13 Professional secrecy
In the course of the execution of the Agreement, both parties may obtain access to confidential information and other confidential material from each other. Both parties undertake that they and their employees and subcontractors will treat the information received as confidential in all respects. This provision shall remain valid indefinitely.
In addition to this provision, other provisions on confidentiality and business secrets apply in accordance with Danish law.
14 Personal data
14.1 Processing of personal data
The seller is subject to the Personal Data Act, and any processing of personal data shall take place in compliance with the said Act. In accordance with the Personal Data Act, the Seller is considered the data controller for the information registered about the Buyer and visitors on the Seller’s website.
No personal information registered by the Seller will at any time be transferred, sold or made available to third parties, except to the extent necessary to fulfil the parties’ Agreement, including by passing on information to bank, carrier etc.
All information is stored safely and is only available to trusted employees of the Seller.
On the website, cookies are used to control the contents of the shopping cart and other functionalities. A cookie is the name of a file that is stored on the Buyer’s PC.
Cookies are also used on the website for log statistics. Log statistics means that a statistical system collects anonymous information that can give a statistical picture of how many visitors the website has had, which website the visitor came from, how they got there (online ad campaigns, banner ads, links, etc.), how many pages and which ones were opened on the Seller's website, and from which pages/sub-pages the website was left, etc. Cookies are only used for the purpose of optimizing the website and its functionality, thereby making the buying experience as easy and user-friendly as possible, as well as to measure the effectiveness of marketing measures (advertising campaigns etc.).
When making purchases on the website, the Seller requests the Buyer’s name, address, telephone number, VAT number, email address, as well as any payment card number necessary to execute the order and which is used exclusively for processing the order. Information other than payment card information is transmitted and stored electronically in unencrypted form. The agreement itself (the purchase agreement) is not stored with the Seller in such a way that the Customer can later log in and view/change the status.
In addition, the device IP address is recorded when the Buyer makes a purchase. The information is normally not used, but can be used in a possible police investigation. All fake orders are reported to the police!
14.2 Newsletter
The buyer can optionally have his e-mail address included in the Sellers mailing list, so the buyer receives news and other information from the Seller on an ongoing basis. This service can be subscribed to and unsubscribed to at any time and free of charge by the Buyer on the Website.
14.3 Right to consult and object to personal data
The Buyer may contact the Seller, in accordance with the information stated in clause 18 below, if information about which data has been registered and processed about the Buyer is requested. On the basis of any objections, the Seller shall delete and/or rectify to the extent requested by the Buyer, provided this will not prevent the fulfilment of a purchase agreement or be a violation of the law.
14.4 Marketing
Information about the Buyer's name, address, e-mail, etc. is only used by the Seller to fulfil the Buyer's order and inform the Buyer if unforeseen problems with the delivery should arise.
14.5 Storage and deletion of information
Information regarding the buyer’s order and any other purchase information is stored for five years, unless Danish law requires a longer storage period, after which the information is automatically deleted, unless the information is still relevant to the Seller, e.g. in connection with the fulfilment of new orders or the like. This is done to ensure correct handling of any complaints.
15 Subcontractors
The Seller is entitled to use sub-suppliers. Such subcontractors are required to observe confidentiality to the same extent as the Seller.
16 Interpretation and amendments
These terms and conditions shall apply to the extent that they are not expressly waived in writing between Buyer and Seller. Later deviations from the Agreement or Terms may only be made through the preparation of a new agreement or a written amendment to the Agreement.
The Terms may be revised and/or amended at any time by the Seller. However, agreements already concluded are not affected by any such revisions or amendments.
17 Venue and jurisdiction
Any dispute between the parties arising out of the Terms, Agreement or other Seller services, and which cannot be settled amicably between the parties, shall be settled in accordance with Danish law by the ordinary courts of the Seller’s domicile at any time at the City Court in Randers.
18 Information about the Seller
BioNutria Danmark ApS
VAT/Reg. no.: 21403644
Europavej 6,
DK-8990 Faarup
04/11/2014
