TERMS AND CONDITIONs
All of 05 ApS' (CVR 40501622) sales and deliveries of products and associated services for business customers are subjected to the general terms and conditions regarding sale and delivery. Every other agreement and convention that are against these terms and conditions, comprising those that have been composed and forwarded by the buyer, will be overruled, unless otherwise appeared in the forwarded order confirmation of 05 ApS. Complaints regarding the order confirmation must be made aware of immediately and maximum within 3 days.
05 ApS' forwarded propositions and other declarations are open for acceptance 7 days from the date stated on the declaration, unless otherwise agreed upon in writing. 05 ApS will however earliest be committed to 05 ApS's submitted declarations, when 05 ApS has dispatched their order confirmation in spite of how the declarations have been described.
3. Power of Attorney
No independent person/company such as an agent, representative nor broker is authorized to obligate 05 ApS without a written agreement thereof.
4. Pricing Policy
All prices do not include Danish VAT or any other local taxes and/or import duties, which orders may be subjected to. Along with the price, stated in the order confirmation, 05 ApS can require payment for the following:
4.1 Overtime or other measures that have been agreed with the buyer after the conclusion of the agreement.
4.2 Composition of sketches, layout, fair drawing, samples, print on samples etc. Starting at 799 DKK/hour.
4.3 Consulting (interior decoration, concept & product development) starting at 799DKK/hour.
4.4 Taxes for single use items will be applied on final invoice and charged pr. kilo according to Danish law.
5. Shipping and Handling
Unless otherwise agreed, the cost of delivery is handled by the recipient. In the event of delayed delivery, 05 ApS is obligated to remedy the delay and deliver as soon as possible. Under no circumstances will the buyer be able to demand compensation for indirect losses, including deprivation loss, consequential loss, lost profit and make additional claims for damages. Complaints regarding faulty or damaged items must be made aware of immediately and within 3 days of arrival.
05 ApS trade with companies, associations and organizations solely.
Payment of invoices must happen by the due date. A positive credit rating is determinative to whether a credit will be provided.
Along with special orders, a prepayment will be charged according to the agreement/contract. In lack of payment, 1.5% of interest will be added per month entered after the due date of payment until the payment comes through. The buyer is not entitled to apply the purchase price or parts thereof for crediting, just as the buyers complaint according to pts. 9 do not entitle the buyer to withhold the purchase price. If the item has been sold on credit, it has been sold with conditions of ownership, in which 05 ApS is entitled to reclaim the sold item, if the buyer - completely or partly - violates the payment commitment.
The buyer is not entitled to make remedies unless the products have been encumbered with significant defects or shortcomings accruing from the exercise or application of poor materials.
When the buyer opts out of the sample process, including ordering physical samples before going into full production, the buyer is not entitled to remedies.
Under no circumstances can remedies in the event of default be made applicable, if a defect or shortcoming is due to the buyer's circumstances, comprising unusual use or defective storage of the products. Has the product been encumbered with significant defects or shortcomings, 05 ApS is obligated and entitled to either remedy the shortcoming, conduct an exchange, give proportionate refusal of the price or pay for compensation. The buyer is not entitled to make additional remedies apply. 05 ApS' liability for damages is maximized to the amount of the invoice of the defective item and 05 ApS can under no circumstances be made liable for damages for indirect losses such as deprivation loss, consequential loss and lost profit. 05 ApS has no responsibility for defects, which the buyer has not corrected in correction, print of samples, and approved samples. Minor deviations of an approved sample or agreed specification do not make the buyer entitled to price reductions or to refuse to accept receipt of the agreed. 05 ApS has the right to under- or over deliver up to 10% of the agreed amount.
8. Force Majeure
05 ApS is not liable for damages in terms of lacking fulfillment of their obligations, if 05 ApS can reimburse it being due to a change beyond their control such as strike, lockout, export- or import prohibitions, embargo, delayed or lacking delivery of materials from subcontractors, production stop, lack of energy- or transportation options or force majeure.
In case of the aforementioned 05 ApS is entitled to extend the estimated time of delivery similarly.
9. Duty of Complaint and Investigation
The buyer is obligated to investigate the item immediately after the receipt, and if the buyer on that basis wishes to invoke that the item should be inadequate or has been encumbered with shortcomings, the buyer must complain to 05 ApS in writing 3 days after the receipt the latest. If the buyer does not abide by the stated deadlines, the right to make the shortcoming apply will be forfeited.
10. Cancellation of agreements
Agreements cannot be canceled, nor completely or partially. If the buyer cancels an agreement in spite of the aforementioned terms, the buyer is obligated to pay the agreed purchase price regardless of cancellation. Regarding projects and set prices: Buyer will be charged with working hours and sample costs. Though with deduction of those direct costs that will be spared by not having the order produced completely or partially.
11. Copyright etc. 05 ApS’s sketches, color schemes, layouts, fair drawings, 3d-designs, text suggestions, logos and similar belongs to 05 ApS and cannot be handed over to a third party without approval. 05 ApS has no responsibility for the buyer’s lack of legal basis for reproduction, multiple duplication or publication of writing, pictures, drawings, patterns, illustrations, texts, trade marks, characteristics of business or other rights belonging to the third party. If 05 ApS is being held responsible to a third party for violation of its rights, the buyer is obligated to indemnify 05 ApS for such responsibilities.
05 Copenhagen ApS is entitled to have work made completely or partially by subcontractors.
13. Applicable law
Any twist that occurs according to the agreement in question must be brought to the ordinary courts in Copenhagen, Denmark and decided according to Danish Law.