These terms and conditions of sale and delivery, together with the Seller's offer and order confirmations, constitute the overall basis of the agreement regarding the Seller's sale and delivery of products and related services to the customer (the "Basis of Agreement"), unless otherwise agreed between the parties in writing.
Sittingsuits ApS is referred to as the "Seller".
The customer is referred to as the "Buyer".
1. Quotation and order confirmation
The seller's offer is valid for 14 days after dating, unless a shorter period is specified. An offer may also lapse if a delivery is sold out or the delivery terms are changed by any subcontractor.
The Seller reserves the right to make changes to the delivery until the time of delivery, but in this case the Seller guarantees at least an equivalent functionality and performance.
The buyer can only rely on the terms stated in the individual agreement. Information provided by the Seller orally, on the Internet, in brochures etc. is thus irrelevant to the assessment of the delivery.
An order is only binding when it has been approved by the Seller with an order confirmation by mail.
2. Prices, delivery location and delivery times
Stock items:
Unless otherwise agreed in writing, the prices of these goods are the prices in force on the day of delivery, and delivery ex works (from stock).
That is, the risk of the goods passes to the Buyer upon collection of the goods by the Buyer or the Buyer's carrier from the Seller. This applies even If delivery is arranged by the Seller on behalf of the Buyer.
Full scale customizations:
Full-scale customizations are defined as the complete design and production of Sittingsuits that are tailored to the customer's brand specifications, including the incorporation of the customer's brand identity, selected Pantone colors, or unique all-over signature prints and manufacturing the customized Sittingsuits in our factory.
Unless otherwise agreed in writing, the prices of these goods are the prices in force on the day of delivery, and delivery ex-works (from factory).
That is, the risk for the goods is transferred to the Buyer when the Buyer or the Buyer's carrier picks up the goods at the factory. This applies even If delivery is arranged by the Seller on behalf of the Buyer.
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Delivery times are provided subject to any subcontractor delay. If a subcontractor delay is considered likely, the Buyer will be notified as soon as possible with information about the expected new delivery time.
In the event of any significant delay, the Buyer has the right to cancel the purchase.
The Seller is not responsible for any loss – neither direct nor indirect – that the Buyer may incur due to the delayed or non-delivery.
For order items from the factory, a delivery time of 120 – 150 days must be expected, but in certain situations up to 200 days. On stock items, the delivery time will be 5 – 7 days, however, 10-14 days must be added when ordering with a logo. In both cases, calculated from the Buyer's payment after receipt of the order confirmation and invoice.
Prices are excl. shipping, as the Buyer is responsible for picking up or shipping the goods when it is confirmed that they are ready at the Seller's place of business/warehouse/factory. For a fixed price the Seller may arrange for delivery of the goods on behalf of the Buyer.
3. Freight, insurance, etc.
The prices stated in the offer are ex-works (Incoterms 2010) and exclude costs for freight, shipping, insurance, packaging, currency conversion, fees, VAT, tariffs, customs duties, any government taxes, etc., unless otherwise agreed. Changes in exchange rates, taxes, insurance, freight and purchase costs will allow the Seller to adjust prices. Packaging- and booking fees may also apply and may be charged to the buyer.
4. Payment
Stock items:
If the order includes items that are in stock, 100% payment will be made upon receipt of the order confirmation, and an invoice will be issued for the full amount when payment is recieved.
Made-to-order items:
Upon receipt of the order confirmation by the Buyer, 60% of the face value of the order is paid within 14 days plus VAT. The remaining 40% is paid immediately prior to delivery. An invoice for the amount is issued at the same time.
The seller's payment terms are 8 days from the invoice date, unless otherwise agreed.
If the Buyer does not pay on time, and the delay is not due to the Seller's circumstances, the Seller is entitled to calculate interest on late payment from the due date at an interest rate corresponding to 2% per commenced month and to collect payment for all invoiced and delivered goods regardless of previously agreed credit terms.
Failure to pay after the set due date may also result in the case being transferred to debt collection without further notice, which may result in collection costs in addition to what is stipulated in Executive Order No. 601 of 12.07.2002.
5. Retention of title
The Seller retains ownership of the goods sold until the entire purchase price has been paid plus interest and costs as well as any expenses relating to the goods sold which may have been incurred by the Seller on behalf of the Buyer.
Until ownership has passed to the Buyer, the products must be insured by the Buyer and stored separately. The Buyer undertakes not to move, pledge, rent, lend or otherwise dispose of the sold goods without the Seller's consent until ownership has passed to the Buyer. The buyer may also not make changes to the delivered.
6. Duty to investigate, defects and complaints
The Buyer is responsible for immediately upon delivery to make a thorough investigation of whether the delivery is in accordance with what has been invoiced. The buyer is obliged to immediately complain about defects found during this inspection, otherwise the buyer loses his rights. In the event that the delivered product suffers from hidden defects, the buyer is obliged to complain about this immediately after the defect is discovered, and no later than 6 months from delivery. Complaints cannot be made after the expiry of 6 months from the time of delivery.
All complaints must be made in writing via e-mail to info@sittingsuits.com.
The remedy does not include such cases where defects are due to the delivery not being used in full accordance with the Seller's regulations, incorrect or inappropriate use, ordinary wear and tear, alterations or technical interventions made without the Seller's written consent, or extraordinary climatic influences.
Wear parts are not covered by the right of rectification.
After the Seller has received a complaint about a defect that is considered to be covered by this provision, the Seller will without delay remedy the defect either by replacement or repair of its choice.
If the Seller receives defective deliveries or parts returned for replacement or repair, the Buyer shall, unless otherwise agreed, bear the costs and risk of transport.
When sending deliveries or parts in the form of replacement or as repaired parts to the Buyer, the transport takes place at the Buyer's expense and risk.
Defective parts that have been replaced in accordance with the above must be placed at the disposal of the Seller.
The Seller grants the right of rectification for parts of the delivery that have been replaced or repaired, on the same terms and under the same conditions as for the original delivery. However, the Seller's remedy obligation does not apply to any part of the delivery beyond 6 months after delivery to the Buyer.
7. Limitations of Liability
The Seller is not responsible for defects that are due to errors or negligence on the part of the Seller's suppliers, or otherwise due to the suppliers' circumstances. To the extent that the Seller has a legitimate claim against a supplier, the Seller transfers this claim to the Buyer, and the Buyer is obliged to direct their claim directly against the supplier.
The Seller cannot be required to pay total compensation and/or proportionate reduction for the defect's damage to the delivery that exceeds the Buyer's total payment for the item.
The Seller is not liable for indirect losses, consequential damages, operating losses, loss of data and costs for their restoration and loss of profit, regardless of whether this is due to simple or gross negligence. To the extent that the Seller may be liable to third parties, the Buyer is obliged to indemnify the Seller to the extent that such liability extends beyond the limits set out above. The Buyer is obliged to be sued before the same court that hears claims for damages against the Seller in connection with damage allegedly caused by an error in one of the Seller's deliveries.
The seller is liable for the product in relation to the damage caused by the delivery to persons and loss of provider in accordance with the mandatory legislation in force at any given time. In addition, the Seller assumes no product responsibility.
8. Discharge from liability – force majeure
The following circumstances give rise to exemption from liability when they occur after the conclusion of the contract and prevent its performance:
Industrial disputes, strikes, lockouts and any other circumstance beyond the control of the parties, such as fire, war, unforeseen military call-ups of similar magnitude, acts of sabotage, seizure, currency restrictions, riots and disturbances, lack of means of transport, general shortages of goods, restrictions on motive power, epidemics and shortages of supplies from subcontractors, or delays in such deliveries, caused by any of the provisions of this paragraph; circumstances.
The party who wishes to invoke any of the above circumstances must notify the other party in writing of the occurrence and termination of the event without undue delay.
Either party shall be entitled, by written notice to the other, to terminate the agreement when its performance within a reasonable time becomes impossible due to any of the circumstances mentioned in this paragraph.
10. Settlement of disputes
Any dispute or disagreement that may arise in connection with this contract shall be resolved by mediation through the Mediation Institute, Vesterbrogade 32, 1620 Copenhagen V. When, in the opinion of one or more parties, a dispute or disagreement has arisen between the parties, either party is entitled to submit a request to the Mediation Institute for the commencement of mediation. The mediation must take place in accordance with the "Rules for the processing of cases at the Mediation Institute" in force at any given time.
If mediation does not lead to a solution to the parties' dispute, the dispute may be settled by the ordinary courts with the City Court of Copenhagen as the jurisdiction. Danish law applies except for the Danish rules on choice of law, which may result in a different jurisdiction.
