The Terms of Sale and Delivery for File Under Pop, Frederiksgade 1, 1st floor, 1265 Copenhagen K, Denmark, 33497636, hereinafter called File Under Pop shall apply to all orders – and prevail over any such terms or similar terms from a customer – unless the terms are dispensed from by express written agreement. The Terms of Sale and Delivery shall be subject to changes periodically and without notice.
When submitted, the order is binding. Upon File Under Pop written confirmation of the order, a final agreement on sale and delivery of goods has been entered into. The order is accepted subject to goods, raw materials and the like being available. If unforeseen difficulties arise or if unsatisfactory credit information about the customer is obtained after the acceptance of the order, File Under Pop will be entitled to cancel the confirmed order exempt for liability of any kind or to demand provision of a fully adequate bank guarantee. The customer’s cancellation of the confirmed order can only be accepted with prior written consent from File Under Pop. In case of File Under Pop acceptance the customer shall pay 10 % of the order value within 8 days from the cancellation date.
TERMS OF DELIVERY
The goods shall be delivered in accordance with ICC Incoterms 2010 DAP by File Under Pop, Frederiksgade 1, 1st floor, 1265 Copenhagen K, Denmark, unless otherwise specifically agreed and stated in the order confirmation in exceptional cases. File Under Pop may, depending on the circumstances, assist in arranging dispatch of the ordered goods if this has been agreed in writing and accepted by File Under Pop on a case by case basis and always for the customer’s account.
DELIVERY TIME AND DELAY
The delivery time will be stated in the order confirmation. File Under Pop shall be entitled to postpone the delivery time by fourteen (14) days and shall immediately notify the customer in writing of any such postponement. In the event of force majeure, cf., however, the provisions below, delivery may be postponed until the obstacle ceases and ordinary trading and transport become possible.Optional: If delivery has not been fulfilled within fourteen (14) days from the stated delivery, the delivery can only be considered as being in delay if the customer has given File Under Pop a written reminder and delivery has not been performed within seven (7) days from File Under Pop receipt of the reminder.
RETENTION OF TITLE
File Under Pop reserves the ownership of the delivered goods until full payment is effected by the customer. All costs incurred in connection with the enforcement of the retention of title shall be paid by the customer.
All prices of File Under Pop are stated in either DKK inclusive of VAT or in EURO exclusive of VAT. The prices are subject to changes in customs duties, other duties and exchanges rates, and may be raised until delivery is made. File Under Pop will inform the customer of any price changes. The customer shall be free to fix his resale prices.
Unless otherwise agreed in writing, payment from the customer to File Under Pop will be against invoice and is due for payment immediately. Default interest of 5 % per month will be charged after the due date in the event of non-payment. File Under Pop may postpone delivery of orders or cancel orders by written notice and without incurring any liability for this if the customer is in arrears with payment for previous consignments delivered. File Under Pop reserves the right to cancel the order if payment is not made on the due date. Any financial loss that File Under Pop incurs as a result hereof shall be compensated fully by the customer.
COMPLAINTS ON NON-CONFORMITY AND REMEDIES
Any complaint on non-conformity shall be submitted in writing and must be received by File Under Pop no later than eight (8) days after delivery or – if delayed – expected delivery of the goods. In the event of non-visible damage, the complaint shall likewise be submitted no later than eight (8) days from when the defect or deficiency could have been ascertained upon careful inspection, however, no later than five days from the delivery date. If a part of the order is not delivered or is delayed or if part of the order is defective or deficient, the order may only be cancelled for this part of the order. Any complaint must be specific, documented and contain a precise specification on the contents of the complaint. No returns will be considered without prior written approval by File Under Pop. In the event of non-conformity File Under Pop shall not be liable for any direct or indirect business interruption loss, loss of profit, or any other consequential loss whatsoever. In any event, the maximum liability shall be equal to repayment by File Under Pop to the customer of the payment made for the delayed or defective part of the order.
EXEMPTIONS FROM LIABILITY (INCLUDING FORCE MAJEURE)
The Parties shall not be liable if the following non-exhaustive circumstances of force majeure occur and prevent or postpone the performance of the Agreement: war and mobilization, riot and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, scarcity of goods, faults, defects or delay in delivery from sub-suppliers or if sub-suppliers are otherwise hit by the present circumstances, fire, lack of means of transportation, exchange control regulations, import and export restrictions, death, illness or absence of key staff members, computer viruses or any other circumstances that are beyond the Parties direct control. In such case, the Party shall be entitled to postpone fulfillment of the obligation until the obstacle has ceased or, alternatively, to cancel the Agreement in full or in part without incurring any liability for this, if the obstacle causes fulfillment to be postponed for more than six (6) months.
PRODUCT LIABILITY AND LIMITATION OF LIABILITY
File Under Pop shall be liable for injury and damage caused by File Under Pop’s products after the products have been placed on the market to the extent that this is required by law. Notwithstanding the above File Under Pop shall not liable for any direct or indirect business interruption loss, loss of profit, or any other consequential loss whatsoever.
VENUE AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with Danish law, disregarding the Danish choice of law rules to the extent that such rules would otherwise lead to the application of any other law than Danish law. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Court of Arbitration shall have its seat in Denmark and the language to be used in the proceedings shall be Danish. However, File Under Pop may at any stage decide to settle any dispute by bringing the case before a Danish District Court applicable to File Under Pop head office.
Irrespective of the above mentioned in Article 10, and in the event debt collection by File Under Pop is required, File Under Pop may at its own discretion decide to recover the debt at the customer’s venue in accordance with the applicable law in the relevant country.
When confirming the order, File Under Pop receives the consent to keep the submitted personal data given in order to complete the transaction, for delivery and future purchases. File Under Pop also processes personal data for marketing purposes under the existing laws. This is automatically approved if not any further notice are made.