CONDITIONS OF SALE AND DELIVERY
The Terms of Sale and Delivery for Rosemunde ApS, Staktoften 2, 2950 Vedbæk, Company Registration Number: DK28860005, hereinafter called Rosemunde 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 Rosemundes 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, Rosemunde 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 Rosemunde. In case of Rosemunde acceptance, the customer shall pay 30% 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 Ex Works Rosemundes EU stock address at any given time, unless otherwise specifically agreed and stated in the order confirmation in exceptional cases. Rosemunde assists in arranging dispatch of the ordered goods for the customer’s account and risk. Costs of freight and duties will be added to the invoice concerning the order.
DELIVERY TIME, DELAY & RETENTION OF TITLE
The delivery time will be stated in the order confirmation and shall be approximate. Rosemunde shall be entitled to postpone the delivery time by 4 weeks and shall immediately notify the customer in writing of any such postponement. In the event of force majeure delivery may be postponed until the obstacle ceases and ordinary trading and transport become possible or Rosemunde decides to cancel the agreement in full or in part without incurring any liability for this. Rosemunde reserves the ownership of the delivered goods until full payments and claims from the entire business relationship with the customer are settled and to the extent this is possible under the applicable national legislations. All costs incurred in connection with the enforcement of the retention of title shall be paid by the customer. Special additions hereto may apply subject to the country of the customer i.e. Germany where both “einfacher Eigentumsvorbehalt” and “erweitere/verlängerter Eigentumsvorbehalt” applies.
All prices of Rosemunde are stated in DKK/Euro/USD depending on the customer’s location and are 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. Rosemunde 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 Rosemunde will be against invoice and is due for payment 30 days from invoice date only in the case that Rosemunde can obtain satisfactory credit insurance on the customer. Default interest of 2% per month will be charged after the due date in the event of non-payment. Payment is accepted when registered and available at Rosemundes or Midt Factorings bank account. If credit insurance cannot be obtained the customer shall present a valid and irrevocable bank guarantee or at the sole discretion of Rosemunde the customer shall prepay orders.
QUALITY, COMPLAINTS AND REMEDIES
Quality of the delivered goods will be equal to the original sample shown with minor deviances due to large scale manufacturing i.e. minor immaterial changes can take place without reducing the value of the goods. Any complaint shall be submitted in writing and must be received by Rosemunde not later than eight (8) days after delivery or - if delayed - expected delivery of the goods. In the event of non-visible damage/hidden defects, the complaint shall likewise be submitted not later than eight (8) days from when the defect or deficiency could have been ascertained upon careful inspection, however, not later than 3 months after 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 Rosemunde. In the event of non-conformity, Rosemunde 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 Rosemunde to the customer of the payment made for the delayed or defective part of the order.
PRODUCT LIABILITY AND LIMITATION OF LIABILITY
Rosemunde shall be liable for injury and damage caused by Rosemunde’s products after the products have been placed on the market to the extent that this is required by law. Notwithstanding the above Rosemunde shall not be liable for any direct or indirect business interruption loss, loss of profit, or any other consequential loss whatsoever.
EXEMPTION 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 fulfilment 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 fulfilment to be postponed for more than six (6) months.
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, controversy, or claim arising out of or in relation to this Agreement, or the breach, termination, or invalidity thereof, which can not be settled amicably between the Parties, shall be brought before a Danish District Court applicable to Rosemundes head office. If the customer is not established in Norway or within a member state of the EU any dispute 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 Copenhagen, and the language to be used in the proceedings shall be Danish. The proceedings and the award shall be confidential without time limit. It is agreed that no appeal on any question of law otherwise may be made to any court. Irrespective of the above mentioned in Article 8, and in the event debt collection by the Rosemunde is required, Rosemunde 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.
NEWSLETTER & PERMISSIONS
With my signature on the order confirmation, I herewith accept that Rosemunde ApS can use our data for newsletters online informing me about important company information and for commercial purposes. I can expect to receive a Rosemunde newsletter 1-3 times a week. You may at any time unsubscribe from our newsletter. You may at any time withdraw your consent. We use MailChimp as our Newsletter CMS platform.