Sales and Delivery Terms

General Conditions of Sale and Terms of Delivery

Article 1 Application

The following standard terms and conditions of sale and delivery apply to all agreements regarding the sale and delivery of goods between Global Stole A/S ("seller") and a buyer ("buyer") - even where the buyer prescribes other conditions. The terms and conditions of sale and delivery, together with the seller's offers and order confirmations, constitute the entire basis for the sale and delivery of goods. Deviations from this are only valid with the seller's written acceptance.

Article 2 Delivery

Any agreed terms of delivery shall be construed in accordance with the Incoterms applying at the time of conclusion of the contract.

Where no special term of delivery has been stipulated, the delivery shall be deemed to have been made “Ex Works Incoterms 2010” At the seller's business address. The seller delivers all sold goods at the time specified in the seller's order confirmation. The seller has the right to deliver before the agreed time, unless otherwise agreed by the parties.

Article 3 Insurance

Unless otherwise agreed, the Buyer shall take out a transport insurance policy. Moreover, the Buyer shall undertake to keep the goods insured during transport.

Article 4 Delays by Vendor

If the Vendor becomes aware that he will be unable to meet the stipulated time of deli- very, or that a delay on his part is likely to occur, he shall without undue delay notify the Buyer in writing thereof stating the cause of the delay and, wherever possible, the time when delivery is likely to take place. The buyer cannot terminate the agreement due to a delivery delay attributable to the seller unless the delay exceeds 3 months.

Where a delay in delivery is due to any of the circumstances set forth in Article 9 hereof (“force majeure”) or to acts or omissions on the part of the Buyer, the time of delivery shall be postponed to such an extent as is deemed to be reasonable, having regard to the circumstances.

This provision shall apply whether the cause of delay occurs before or after the end of the stipulated time of delivery.

The Buyer shall not be able to claim compensation owing to delays on the part of the Vendor, nor consequential damage.

Article 5 Delays by Buyer

If the Buyer becomes aware that he will not be able to take delivery of the goods by the stipulated date - or if a delay on his part is likely to occur - he shall forthwith notify the Vendor in writing, stating the cause of delay and, wherever possible, the time when receipt is likely to be able to take place.

Notwithstanding that the Buyer fails to take delivery of the goods at the stipulated time, he shall make any payment contingent upon delivery as if delivery of the relevant goods had taken place.

The Vendor shall make sure that the goods are stored for the Buyer’s account and at the Buyer’s risk. In this context, the seller may demand advance payment for any costs associated with storage. The Vendor shall at the Buyer’s request insure the goods for the Buyer’s account, against the buyer's advance payment of the insurance costs. The Vendor shall have the right to call upon the Buyer in writing to take delivery of the goods within a time-limit of fifteen (15) days.

Where the Buyer fails to do so within the same time-limit for reasons that are not attributable to the Vendor, the Vendor shall be entitled to cancel the contract by notice in writing to the Buyer, for such part of the goods ready for delivery as was not taken delivery of owing to the Buyer’s delay. In such case, the Vendor shall have the right to demand compensation for any loss he has incurred from the Buyer’s failure to perform the contract.

Article 6 Payment

Unless otherwise agreed, the purchase sum shall be payable in cash upon delivery of the goods.

Where the Buyer fails to effect payment punctually, the Vendor shall be entitled to demand penal interest as from the due date at the rate of 1.5% per month or part thereof. In case of the buyer's default on the payment obligation, the buyer (debtor) is obliged to pay all costs associated with the collection of the claim, including fees and fees for lawyers, collection agencies, etc.

Article 7 Return

Where the Buyer wishes to return goods delivered, such return shall be made only as per prior agreement with the Vendor. Returned goods shall be sent carriage paid, that means without any costs for the seller. The buyer bears the risk of return shipments.

Article 8 Ownership reservation (Retention of title)

The goods sold shall remain the Vendor’s property until payment has been made in full.

Article 9 Defects

The buyer must immediately, upon receipt of the goods and before their use, inspect the goods in such a manner as proper practice prescribes. The buyer must ensure through inspection that the goods meet all contractual conditions. If the buyer fails to conduct the mentioned inspection in a timely manner, the buyer's right to invoke defects that could have been detected through such inspection shall be forfeited. If the buyer discovers defects, the buyer must immediately notify the seller thereof in writing. The seller is entitled to remedy all defects resulting from errors in design, material, or manufacturing by carrying out repairs or replacing the goods. The seller incurs no liability for either direct or indirect loss as a result of defects. The seller's liability only covers defects that arise within 1 year from the day the goods were delivered to the buyer.

10 Intellectual Property Rights

All intellectual property rights related to the goods, including but not limited to patents, designs, trademarks, and copyrights, belong solely to the seller. This also applies to all intellectual property rights that may arise as a result of the parties' cooperation regarding the goods. The buyer must immediately notify the seller if contacted by a third-party regarding enforcement, infringement, or validity of the seller's intellectual property rights. The seller has the exclusive right to handle and defend itself in any disputes against third parties concerning the seller's intellectual property rights. If the buyer markets and resells the goods directly in the German market, the buyer may only use the name "Global Stole" as a company name and not as a trademark. Furthermore, the buyer may only use the following trademarks in connection with its marketing and sale of the goods in the German market:

"Global Professional Seating", or

Article 11 Product liability

The Vendor shall be liable for damage to property caused by the products only where it can be shown that such damage was due to fault or negligence on the part of the Vendor or his employees. Under no circumstances shall the Vendor be liable for loss of profits, loss of earnings, or any other consequential financial loss (indirect losses).

In the event that the Vendor incurs products liability towards any third party, the Buyer shall indemnify the Vendor to the same extent as the Vendor’s liability is limited according to the above. If any third party raises a claim for compensation against the Buyer by reason of a product damage, the Buyer shall forthwith notify the Vendor to this effect.

Article 12 Force majeure

The seller is released from liability in case of force majeure, which prevents the fulfillment of the agreement or makes fulfillment unreasonably burdensome. Force majeure is deemed to be circumstances beyond the seller's control, including but not limited to labor disputes, fire, war, mobilization or unforeseen military call-ups of a corresponding extent, requisition, seizure, currency restrictions, riots and civil unrest, pandemic, epidemic, extraordinary natural conditions, lack of transportation, unless such shortage could have been foreseen by the seller, general scarcity of goods, and defects or delays in deliveries from subcontractors due to any of the circumstances mentioned in this clause.

Force majeure events occurring before the conclusion of the agreement only result in exemption from liability if their impact on the performance of the agreement could not be foreseen by the seller at the time of the agreement.

It is the seller's responsibility, if the seller wishes to invoke any grounds for exemption from liability as mentioned in this provision, to promptly inform the buyer of this reason in writing.

Notwithstanding anything else in these terms and conditions of sale and delivery, either party may terminate the agreement by written notice to the other party if the fulfillment of the agreement is prevented for more than 6 months by an event as mentioned in this provision.

13 Limitation of liability

The seller cannot at any time be held liable for punitive damages, financial losses, consequential damages, loss of profits, loss of time, or any other indirect losses, regardless of whether they arise as a result of delays, delivery of defective goods, or otherwise.

14 Set-off

If the buyer has a financial claim against the seller, the latter is entitled to set off such claim wholly or partially against any claim that the seller or one of its subsidiaries or associated companies may have against the buyer or against one of the buyer's subsidiaries or associated companies.

Article 15 Disputes

All and any disputes arising out of or in connection with this contract shall be settled according to Danish law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Any legal action shall be instituted at the Vendor’s or Buyer’s venue, at the Vendor’s option.