These Terms and Conditions of Sale and Delivery apply to all orders placed with Karup Design A/S, Lollandsvej 4E, 7400 Herning, Denmark (VAT no. 11211933) (“Karup Design”).

These terms shall prevail over any terms or conditions provided by the customer, unless otherwise expressly agreed in writing by Karup Design.

Karup Design reserves the right to amend these Terms and Conditions from time to time without notice. Any such amendments shall apply to orders placed after the updated terms have been published.

Order Confirmation

An order submitted by the customer shall be binding upon the customer. A final and binding agreement on the sale and delivery of goods is concluded only upon Karup Design A/S’ written order confirmation.

All orders are accepted subject to availability of goods, raw materials, and other necessary inputs, as well as approval based on credit assessment. Karup Design A/S reserves the right to obtain credit insurance and/or credit information in connection with the order. If unforeseen circumstances arise, or if the customer’s creditworthiness is deemed unsatisfactory, Karup Design A/S reserves the right to cancel a confirmed order without liability of any kind or to require the customer to provide prepayment.

Cancellation of a confirmed order by the customer may only be accepted with Karup Design A/S’ prior written consent.

Terms of Delivery

Delivery shall be made in accordance with Incoterms® 2020. The specific Incoterm applicable to the delivery shall be stated in the order confirmation and shall prevail in the event of any inconsistency.

Delivery Time and Delay

The estimated delivery time shall be stated in the order confirmation and is indicative only. Karup Design A/S reserves the right to postpone the delivery time by up to fourteen (14) days and shall notify the customer in writing.

In the event of force majeure, delivery may be postponed for the duration of the obstacle until normal trading and transport conditions are restored, cf. the section “Exemption from Liability (Including Force Majeure)” below.

Delivery shall not be deemed delayed unless the delivery time stated in the order confirmation has been exceeded by more than fourteen (14) days and the customer has submitted a written notice of delay. If delivery has not been effected within fourteen (14) days from Karup Design A/S’ receipt of such notice, delivery shall be deemed delayed.

Karup Design A/S shall not be liable for any loss or damages arising from delay in delivery, including indirect or consequential loss.

Retention of Title

Karup Design A/S 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.

Extended Retention of
Title – Deliveries to Germany

For deliveries to customers in Germany, the following shall additionally apply:

The delivered goods shall remain the property of Karup Design A/S until all claims arising from the business relationship have been settled in full. The customer is entitled to resell the goods in the ordinary course of business but hereby assigns to Karup Design A/S all claims arising from such resale, up to the amount of the outstanding purchase price. Karup Design A/S accepts this assignment.

The customer is authorized to collect these claims on behalf of Karup Design A/S as long as payment obligations are met. In the event of payment default, this authorization may be revoked, and the
customer shall immediately disclose the assigned claims and the debtors. The
customer undertakes to store goods subject to retention of title separately and
shall not pledge or use them as security.

Prices

All prices of Karup Design A/S are stated in DKK or EUR and are exclusive of VAT. Prices are subject to changes in customs duties, other duties, and exchange rates and may be adjusted until delivery is made. Karup Design A/S will inform the customer of any price changes. The customer shall be free to determine its resale prices.

Karup Design A/S reserves the right to correct any typographical or other errors in prices, quotations, or price lists.

Payment

Unless otherwise expressly agreed in writing, payment shall be made against invoice and is due fourteen (14) days from the invoice date.

In the event of late payment, Karup Design A/S is entitled to charge default interest on the overdue amount from the due date until payment is received in full. Default interest shall accrue at the rate provided for under the Danish Interest Act (renteloven), unless a higher rate has been agreed in writing.

If the customer is in arrears with payment for any previous deliveries, Karup Design A/S reserves the right, by written notice, to postpone delivery of outstanding orders or to cancel such orders without incurring any liability. Karup Design A/S further reserves the right to cancel an order if payment is not received by the due date.

Any costs or losses incurred by Karup Design A/S as a result of late or non-payment shall be borne by the customer.

Complaints on Non-Conformity and Remedies

Any complaint regarding non-conformity must be submitted in writing and received by Karup Design A/S no later than eight (8) days after delivery of the goods or, in the case of delayed delivery, eight (8) days after the expected delivery date.

In the event of non-visible defects, the complaint must be submitted no later than eight (8) days from the date on which the defect or deficiency could reasonably have been discovered upon careful inspection, however no later than three (3) months from the delivery date.

If only part of an order is delayed, missing, defective, or deficient, any right of cancellation shall be limited solely to the affected part of the order.

All complaints must be specific, duly documented, and include a precise description of the defect or deficiency. No goods may be returned without Karup Design A/S’ prior written approval.

Karup Design A/S shall not be liable for any direct or indirect loss arising from non-conformity, including but not limited to business interruption, loss of profit, or any other consequential or indirect loss. In any event, Karup Design A/S’ total liability shall be limited to a refund of the amount paid by the customer for the defective or delayed part of the order.

Exemption from Liability (Including Force Majeure)

Neither Party shall be liable for failure or delay in the performance of its obligations if such failure or delay is caused by circumstances beyond the reasonable control of the affected Party (force majeure).

Force majeure events include, but are not limited to, war and mobilization, riots and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, fire, scarcity of goods, defects or delays in deliveries from sub-suppliers, lack of means of transportation, exchange control regulations, import or export restrictions, computer viruses, and death, illness, or absence of key personnel.

In the event of force majeure, the affected Party shall be entitled to suspend performance of its obligations for the duration of the force majeure event. If performance is prevented for a continuous period exceeding six (6) months, either Party shall be entitled to terminate the agreement in whole or in part without incurring any liability.

Product Liability and Limitation of Liability

Karup Design A/S shall be liable for personal injury and damage to property caused by its products after such products have been placed on the market, to the extent required by mandatory applicable law.

Except as stated above, Karup Design A/S shall not be liable for any direct or indirect loss, including but not limited to business interruption, loss of profit, loss of turnover, or any other consequential or indirect loss.

No claims may be raised against Karup Design A/S by any third party. The customer shall indemnify and hold Karup Design A/S harmless from and against any claims brought by third parties arising out of or in connection with the use, resale, or distribution of the products, unless such claims are based on mandatory applicable law.

Data Protection

Karup Design A/S processes personal data to the extent necessary for the performance of the agreement and the fulfillment of the customer’s order. Personal data may be disclosed to independent data controllers, such as freight carriers and logistics providers, where such disclosure is necessary for the execution of the order.

All processing of personal data is carried out in accordance with applicable data protection legislation and subject to appropriate technical and organizational security measures. Personal data will be stored only for as long as necessary for the purposes for which it is processed or as required by applicable law.

Further information on the processing of personal data can be found in Karup Design A/S’ Privacy Policy.

Venue and Governing Law

This Agreement shall be governed by and construed in accordance with Danish law, excluding its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any dispute regarding its breach, termination, or validity, which cannot be settled amicably between the Parties, shall be submitted to the Danish courts, with the District Court having jurisdiction over Karup Design A/S’ registered office as the agreed venue.

Notwithstanding the above, Karup Design A/S shall be entitled, at its sole discretion and at any stage of the proceedings, to submit any dispute to final and binding arbitration administered by the Danish Institute of Arbitration in accordance with the arbitration rules in force at the time the arbitration is commenced. The seat of arbitration shall be in Denmark, and the language of the arbitration shall be Danish. The arbitration proceedings and the arbitral award shall be confidential.

The arbitral award shall be final and binding upon the Parties, and no appeal may be made to any court to the extent
permitted by applicable law.