Terms and Conditions

§1 Validity
These Terms and Conditions of Sale and Delivery apply between the parties, hereinafter referred to as the Seller and the Buyer, to offers, sales, and deliveries, unless otherwise agreed in writing.
These Terms and Conditions of Sale and Delivery supersede, cancel, and supersede any other general standard terms and conditions, including the Buyer’s general terms and conditions of purchase, that may be printed on or referenced in any manner or in any document exchanged between the parties. These are hereby deemed invalid and rejected by the seller in their entirety. This applies regardless of when they may arise. Any variation or amendment to these terms and conditions of sale and delivery shall only become effective upon the seller’s express written acceptance.

§2 Offers and Order Confirmations/Invoices
A final agreement is not concluded until the buyer receives a written order confirmation from the seller. Only the content thereof is binding on the seller. Catalogs, the online store, brochures, price lists, etc., as well as information regarding the goods’ dimensions, weight, and other specific characteristics, should be obtained by the buyer prior to ordering the goods. Such information is provided for guidance only and is binding on the seller only when it is expressly stated in the order confirmation or invoice. The seller assumes no liability for any errors or information in product materials prepared by suppliers. This applies to all forms of sales material, descriptions, user manuals, online store material, etc.
The seller reserves the right to cancel an order or parts of an order if the item is out of stock. It sometimes happens that items sell out faster than the seller can update inventory records, and there may also be delivery failures or delays from a supplier. If an item is out of stock, the buyer will be notified and, if applicable, provided with information about what the seller can offer as an alternative. The buyer will have the option to accept the new offer with the changes specified in relation to the buyer’s order, or to cancel the order. 

§3 Prices
All sales are made at the agreed-upon prices as stated in the order confirmation or invoice. The seller uses DKK and EUR for pricing. Prices are exclusive of VAT unless otherwise stated. This also applies to the online store. The seller reserves the right to adjust prices in response to supplier price increases. For orders under DKK 2,500 per delivery location, a handling fee of DKK 250 applies. Stated shipping rates are non-binding on the seller. Changes in public taxes of any kind, including import and export duties and customs duties, that occur after the seller’s order confirmation are beyond the seller’s control and shall be borne by the buyer.

§4 Payment
Payment by Invoice
Payment must be made no later than the date specified in the order confirmation or invoice as the final due date. If no due date is specified, payment must be made in cash by the invoice date. If delivery is delayed due to circumstances on the buyer’s part, the buyer—unless the seller notifies the buyer otherwise in writing—is nevertheless obligated to make all payments to the seller as if delivery had taken place at the agreed time. If payment is made after the due date, the seller is entitled to charge interest on the outstanding balance at any given time, calculated from the due date at a rate of 2% per month or portion thereof. The buyer is not entitled to set off any counterclaims against the seller that have not been acknowledged in writing by the seller, and is not entitled to withhold any part of the purchase price on the basis of counterclaims of any kind. Discounts of any kind are granted only on condition of timely payment.

§5 Retention
of Title The retention of title agreed upon below is intended to secure all existing, current, and future claims that the seller has against the buyer arising from this supply relationship between the parties (including balance claims arising from current account relationships limited to this supply relationship). The goods delivered by the seller to the buyer remain the property of the seller until full payment of all the seller’s secured claims has been made. The goods and any goods that, pursuant to the following provision, take the place of the goods and are subject to the retention of title are hereinafter referred to as “goods subject to retention of title.” The buyer shall store the goods subject to retention of title free of charge for the seller and must insure them adequately. The buyer is entitled to process and sell the goods subject to retention of title until they are reused in the ordinary course of business. Pledging and assignment of security are not permitted. If the goods subject to retention of title are processed by the buyer, it is agreed that the processing shall take place in the seller’s name and at the seller’s expense as the manufacturer, and that the seller shall acquire ownership or co-ownership (co-ownership) of the goods subject to retention of title to the value that the new item acquires, if the processing is carried out using materials from multiple owners or if the value of the processed item exceeds the value of the goods subject to retention of title. If the seller does not acquire such ownership, the buyer hereby assigns his future ownership or—in the circumstances described above—co-ownership of the new item to the seller as security. If the goods subject to retention of title are combined with other items to form a single unit or are inseparably mixed, and if one of the other items is to be regarded as the principal item, the seller, provided that this principal item belongs to him, proportional co-ownership of the combined item to the buyer. If the reserved goods are resold, the buyer hereby assigns to the seller, as security, the resulting claim against the purchaser—in proportion to the seller’s co-ownership share of the reserved goods. The same applies to other claims that take the place of the goods subject to retention of title or otherwise arise in connection with the goods subject to retention of title, such as insurance claims or claims arising from a tortious act involving loss or destruction. The seller grants the buyer a revocable right to collect the receivables assigned to the seller in the buyer’s own name. The seller may revoke this collection authorization only if the goods are to be reused. If a third party takes possession of the goods subject to retention of title, particularly through pledging, the buyer shall immediately indicate the seller’s ownership and notify the seller thereof, so that the seller may assert its right of ownership. If a third party is unable to reimburse the seller for the legal or extrajudicial costs incurred in this connection, the buyer shall be liable to the seller. The seller shall release the reserved goods, as well as any items or receivables that take their place, if their value exceeds the secured receivables by more than 20%. The selection of the items to be released thereafter is the responsibility of the seller. If the buyer acts in violation of this agreement—in particular, if payment of a receivable is delayed—the buyer is entitled to take back the goods subject to retention of title. The buyer is responsible for the transportation costs associated with the return. If the buyer takes back the goods subject to retention of title, this shall be deemed a termination of the agreement. It is also considered a termination of the agreement if the buyer pledges the goods subject to retention of title as collateral. The buyer may reuse goods subject to retention of title that he has taken back. 

§6 Delivery
The seller delivers on a DAP basis in accordance with Incoterms 2020, unless otherwise specified in the relevant order. The delivery date stated on the invoice is binding on the seller, unless otherwise subsequently agreed. The buyer is obligated to inspect the goods upon receipt and to provide the necessary personnel for unloading. Any costs incurred due to waiting time for unloading at the buyer’s premises or another delivery location designated by the buyer shall be charged to the buyer; similarly, the buyer must cover any costs resulting from the buyer’s inability to receive the goods by the agreed delivery time. If delays in delivery are due to the seller being in a situation as described in § 7, the delivery date shall be postponed for the duration of the impediment, provided, however, that both parties shall be entitled to cancel the agreement without liability if the obstacle has lasted for more than 3 months. This provision applies regardless of whether the cause of the delay occurs before or after the expiration of the agreed delivery time. In the aforementioned cases, the Seller must immediately notify the Buyer of any changes to the delivery date. Under no circumstances is the Buyer entitled to compensation for damages, whether for direct or indirect losses, resulting from delays.

§7 Force Majeure
The Seller shall not be liable for failure to fulfill its obligations due to force majeure, including war, riots, civil unrest, government intervention or intervention by local authorities, strikes, blockades, or lockouts, an epidemic or pandemic, export or import bans, natural disasters or adverse weather conditions, fire, labor or energy shortages, or any other cause beyond the Seller’s control that is likely to prevent the Seller from fulfilling its obligations. The above force majeure clause applies regardless of whether the obstacles to performance affect the seller directly or a subcontractor or carrier selected by the seller.

§8 Defects and Complaints
If the buyer wishes to claim a qualitative or quantitative defect, the buyer must immediately, and no later than five days from the delivery date, provide the seller with written notice thereof and specify the nature of the defect. Beyond this, the seller bears no liability for losses. No compensation will be provided for loss of profits, loss of revenue, or any other direct or indirect loss resulting from defects in the goods. The buyer is responsible for immediately, upon receipt, submitting any complaints regarding damage in transit in writing to the carrier.

§9 Cancellation, Withdrawal, and Order
Changes Once the seller has issued an order confirmation and the goods have been shipped, orders may not be changed, withdrawn, or canceled unless approved by the seller. The buyer’s cancellation, withdrawal, or modification of the order—including changes to specifications, quantity, and delivery date—must be agreed upon in writing on a case-by-case basis. Any costs associated with the cancellation, withdrawal, or modification shall be borne in full by the buyer.

§10 Warranty
All goods are sold without warranty, unless otherwise agreed in writing. Any warranty agreement for a product is to be regarded solely as a transfer of the manufacturer’s warranty, such that no claims may be made against the seller pursuant to the warranty statement in question. To the extent that an agreement is reached regarding the return of goods, the buyer shall bear all costs associated with the return of the goods, and the risk of loss or damage to the goods remains with the buyer until the seller has confirmed to the buyer that the returned goods have been received in good condition. The goods must be unused, in perfect condition, and in their original, unopened packaging. The goods must be free of dirt. Payment for returned goods must be agreed upon in writing on a case-by-case basis.

§11 Limitation of Liability
Under no circumstances shall the seller be liable for indirect or consequential damages, including loss of business, lost profits, lost savings, loss or damage to data, goodwill, business opportunities, reputation, or other financial consequences. The Seller’s liability is limited in all respects to a maximum of the value of the invoiced goods. 

§12 Product Liability
The buyer shall indemnify the seller to the extent that the seller is held liable to a third party for such damage and loss for which the seller is not liable to the buyer. The Seller is not liable for damage to real property or personal property that occurs while the equipment is in the Buyer’s possession. Nor is the Seller liable for damage to products manufactured by the Buyer or to products in which such equipment is incorporated. Under no circumstances shall the seller be liable for indirect losses, including loss of business, loss of profits, or other consequential economic losses. The aforementioned limitations on the seller’s liability shall not apply if the seller has acted with gross negligence. If a third party asserts a claim against either party for damages pursuant to this provision, that party must immediately notify the other party thereof. The seller and the buyer are mutually obligated to submit to the jurisdiction of the court or arbitration tribunal hearing claims for damages brought against either of them on the basis of such damage. The Seller’s liability for damages shall in no event exceed DKK 25,000,000.00. 

§13 Images, Photos, Logos, etc.
Unless the buyer has obtained prior written permission from the seller, the buyer is under no circumstances permitted to use—including distribute, copy, display, or the like—images, photos, logos, etc. from the seller’s website and/or online store.    

§14 Governing Law and Jurisdiction
In the event of a disagreement between the parties, any dispute shall be settled by the court in Sønderborg. To the extent that these Terms and Conditions of Sale and Delivery do not govern the relationship between the parties, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall apply.

§15 Severability Clause
If one or more of the provisions of these Terms and Conditions of Sale and Delivery should be or become invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions.

§16 Privacy
Policy The Seller places a high priority on the security of personal data and processes such information in accordance with internal security procedures and the legal requirements in effect at any given time, including the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act (Act No. 502 of May 23, 2018).

The Seller’s privacy policy can be found on the website.

§17 Amendments
The Seller may amend these terms and conditions of sale and delivery at any time. However, the most recent version will always be available on the Seller’s website. 

§18 Contact Information
Dangaard Group A/S
Industrivej 8B
6330 Padborg
Phone: (+45) 7230 3400
Email: hello@dangaard.com
CVR No.: 28328869
German VAT No. - Ust.IdNr.: DE269016922