General Terms and Conditions of Sale – FF Nordic ApS


1. Scope of Applicability

1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of services by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.

1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting notice on our website.

2. Company details

FF Nordic ApS
Haderslevvej 27B
3000 Helsingoer
Denmark
Phone: +45 60 137 138
E-mail: sales@ffnordic.com
Web: www.ffnordic.com
CVR-nr (VAT, import & export no.): DK 41 27 57 07

3. Offers, Purchase Orders and Order Confirmations

3.1 All offers made by us are open for acceptance within (30) thirty calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods and services offered.

3.2 All purchase orders issued by you shall specify as a minimum the type and quantity of services requested, PO no, applicable unit prices, delivery place and requested delivery dates or intervals for the whole order or part deliveries. No purchase order shall be binding on us unless and until confirmed by us in writing/email.

4. Cancelations or changes of the PO

4.1 As a rule, no right of withdrawal applies in connection with the ordering of services at FF Nordic ApS, if we immediately upon receipt of an order commences the execution of the services. However, the customer has the opportunity to cancel an order placed if the service has not yet been initiated for execution. FF Nordic ApS reserves the right to charge any cost to the customer related to the initiating or changing an order.

5. Prices, Terms of Payment and Invoicing

5.1 The prices for services shall be those set forth in our order confirmation. All prices are exclusive of taxes, fuel surcharges, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.

5.2 We reserve the right to charge you up to 15% on top of outlays or out-of-pocket expenses as customs, parking, materials related to the execution of the services etc.

5.3 Unless expressly stated otherwise in our order confirmation, payment for services shall be made within 14 (fourteen) calendar days without offset or deduction.

5.4 The invoicing will be made when the order of the services has been carried out, unless otherwise has been agreed with the customer.

Email (invoices): invoice.dk@ffnordic.com
Format: .pdf
Currency: DKK or EUR

Invoice add-ons without agreement will not be accepted.

Payment and bank data Operating account Payment account (factoring)
Name: Spar Nord Nykredit (Omniveta)
Account: 92130360255204 54700002928306
SWIFT: SPNODK22 NYKBDKKK
IBAN: DK4992130360255212 DK4054700002928306

Contact person regarding the invoicing and accounting:

Ole Traulsen, Phone +45 26 103 104,
Email ole.traulsen@ffnordic.com

5.5 You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.

5.6 If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.

5.7 FF Nordic ApS has a lien on goods which are under FF Nordic ApS's control, partly for all costs resting on the goods - remuneration and warehouse rent included - partly for all FF Nordic ApS's other claims on the customer arising from the tasks generated.

6. Terms and Documentation of Delivery, and Late Delivery

6.2 The delivery dates of services shall be those set forth in our order confirmation. If we fail to deliver the services within seven calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period. Further, you may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be your exclusive remedies for late delivery.

6.2 Once the services have been delivered individual documentation in terms of photos/pictures taken will be accessible for the customer unless otherwise agreed.

6.3 We reserve the right to make delivery in installments.

7. Acceptance of services

7.1 You must inspect the services delivered once the work has been completed. You are deemed to have accepted services delivered unless written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the services.

7.2 If the customer does not claim the defect or deficiency within 12 months from the delivery date, the customer cannot at a later stage claim the defect. The claim does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.


8. Limitation of Liability

10.1 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the services giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.

10.2 We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.

10.3 FF Nordic ApS has taken out Liability Insurance with cover up to DKK 10 million covering the European territory.

9. Force Majeure

11.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, civilian and political unrest, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.

10. Miscellaneous

12.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered between us.

12.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.

12.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.

12.4 These GTCS and all contracts of sale entered between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.

12.5 The place of jurisdiction shall be the place of business of the FF Nordic ApS using these GTCS.