1. Application

Unless otherwise stipulated in invariable statutory provisions or in a written agreement between the Parties (The Purchaser and Vendor, mutually), any quote, sale and delivery from Dinesen Floors A/S, Corp.Reg.No.33920717, Klovtoftvej 2, Jels, DK-6630 Rødding, Denmark (‘the Vendor’) is subject to the General terms of sale and delivery (“The Terms and Conditions”) below, which terms rank prior to any provisions in the Purchaser’s order confirmation/acceptance.

The Terms and Conditions apply to both businesses and consumers (as defined in Section 4a of the Danish Sale of Goods Act), unless otherwise stated in the individual provisions in the Terms and Conditions.

 

If a provision or part of a provision in these Terms and Conditions is deemed to be invalid or in contravention of invariable statutory provisions, this will not affect the validity of the remaining provisions or parts of provisions.

2. Quote and order confirmation

The Vendor’s quote will lapse 30 days after submission of the quote.

The Vendor will submit an order confirmation to the Purchaser. The order confirmation must be signed by the Purchaser and returned to the Vendor. If the order confirmation is submitted by e-mail from the Vendor to the Purchaser, the Purchaser will be entitled to accept the order confirmation without reservations of any kind by replying to such e-mail instead of signing the order confirmation.

A final agreement has only been made when the Vendor has received a signed order confirmation or acceptance by e-mail within eight days of the order confirmation date. These Terms and Conditions form an integral part of the agreement.

If the Vendor receives a signed order confirmation or acceptance by e-mail later than eight days after the order confirmation date, a final agreement will only have been made if the Vendor confirms in writing to the Purchaser that a final agreement has been made within 8 days of receipt of the signed order confirmation or acceptance by e-mail.

Catalogues, brochures, price lists, etc., as well as information on the measurements, dimensions, weight, other special properties of the products should be obtained before using the products. Such material and information are indicative only and are only binding on the Vendor if they are expressly stated on the order confirmation and countersigned as described above.

The Vendor is not responsible for any technical guidance and advice, etc. provided free of charge solely as a service.

The Vendor is not responsible for any errors or information in material, including drawings, user’s and installation instructions and technical documents on the Vendor’s products, drawn up by the Vendor’s suppliers or by the Purchaser or drawn up based on information from the Purchaser.

3. Power of attorney

No persons/companies, such as agents or dealers, are authorised to submit quotes, make additions or amendments to quotes, order confirmations or agreements made by the Vendor. The Vendor is not responsible for such quotes, additions or amendments, unless approved in writing by the Vendor.

4. Product information – tolerances and changes

The Vendor reserves the right without notice to change product and material specifications, including products and materials agreed in orders, provided that such changes may be implemented without causing inconvenience to the Purchaser.

5. Drawings and descriptions

All drawings and technical documents regarding the Vendor’s products and the manufacture thereof submitted by one Party to the other before or after conclusion of the agreement belongs to the submitting Party. Drawings, technical documents or other technical documentation received may not be used for other purposes than preparation of quotes, commissioning, manufacture and installation without the consent of the other Party.

6. Prices/shipping/insurance

The price only covers the services/goods agreed in writing in quotes, order confirmations and agreements. Unless otherwise specified, prices do not include VAT or other local taxes.  The packaging is the property of the Purchaser and will not be taken back. The Vendor has taken out product liability insurance and separate transport insurance covering and limiting the Vendor’s liability during transport under clause 7 with the limitations provided in clauses 8, 13, 17 and 14.

7. Delivery and receipt

Delivery will be made in accordance with the version of Incoterms applicable at the time of conclusion of the agreement. If no special agreement on a delivery clause has been made, delivery will be regarded as having been made as follows:

For delivery by road, delivery will be regarded as having been made DAP.

For delivery by air or sea, delivery will be regarded as having been made DAT.

The order confirmation indicates an expected delivery date. See also clause 8.

 

Immediately on receipt of the goods, the Purchaser is obliged to conduct an acceptance check to verify the correctness of the quantity, type of product and any visible damage on the delivery, and to ensure proper storage, see clause 9. If the Purchaser fails to inspect the goods, the Vendor will be entitled to deliver the goods at the place of delivery, regardless of whether a representative for the Purchaser is present, and the delivery note or the carrier’s vehicle operator’s report will then be regarded as documentation for full and undamaged delivery of the goods.

 

The Purchaser shall also within 3 days after the receipt check the quality of the products, which means that the packages containing products must be opened and resealed, until use, see clause 9.

If delivery takes place by road, the Purchaser may not expect that the lorry has its own crane, forklift truck or similar and should be aware that a lorry will require a considerable amount of space for unloading. The Purchaser should note that it will be required to handle the goods on receipt, including carrying them in and lifting them down from the lorry. Unless otherwise agreed, the Purchaser should expect the goods to be delivered by lorry without a crane, 18 metres long and approx. three metres wide.

 

The Purchaser is obliged to unload the goods and to make a forklift truck and one person available for unloading without charge. The Purchaser should expect the goods to be unloaded from the side of the lorry, for which reason 15 metres free space should be available for unloading. The driver will not unload the goods. If manual unloading is necessary, the Purchaser must make two people available without charge.

Any waiting charge and any other costs borne by the Vendor due to the Purchaser's failure to make such arrangements will be charged to the Purchaser separately. The Purchaser assumes all risk from the time when delivery is made, regardless of whether the Vendor has made the necessary arrangements for unloading and storage of the goods.

8. Delay

Unless otherwise expressly agreed, any deferment of the time of delivery by up to 21 days that is attributable to the Vendor will in any respect be regarded as punctual delivery, implying that the Purchaser will have no claim against the Vendor in this respect. In addition, such delay will not entitle the Purchaser to cancel the order or refuse receipt of the goods on delivery.

The Vendor will send an e-mail to the Purchaser about three weeks before the expected date of dispatch, including information about expected delivery date. In response to this e-mail, the Purchaser may postpone the delivery date up until 2 weeks prior to the delivery date stated in the e-mail. Complete postponement of the original delivery date, including cases of successive postponements, may not exceed six months, unless the Vendor agrees otherwise.

 

The Purchaser must be informed of the exact delivery date no later than three days before delivery, unless the specific delivery date has already been indicated in the order confirmation. If the Purchaser has failed to fulfil its obligations at the time of delivery, or postpones the time of delivery in conflict with the above, or if the Purchaser refuses receipt of the goods, the Vendor will still be entitled to claim payment of the purchase price, cf. however clause 15, and the Vendor may arrange for storage of the goods for the Purchaser’s account and at the Purchaser’s risk, or alternatively sell the goods to a third party through an authorised broker and claim compensation for any loss from the original Purchaser. On the Purchaser’s request, the Vendor must take out separate insurance for the goods for the Purchaser’s account.

If delayed delivery is due to the Vendor experiencing an event described in Clause 13 (force majeure), delivery time will be deferred by the time that such event persists; however, both Parties will be entitled to cancel the agreement without incurring any liability, if the event persists for more than six months. These provisions apply regardless of whether the cause of the delay occurs before or after the agreed delivery time.

 

If the Vendor discovers that it will not be possible to meet the agreed delivery time, or if delay on the part of the Vendor is regarded as being likely, the Vendor must notify the Purchaser thereof in writing without undue delay, stating the reason for such delay and, as far as possible, the date when delivery is expected to be made.

 

Similarly, if the Purchaser discovers that it will not be possible to receive the goods on the agreed date, or if delay on the part of the Purchaser is regarded as being likely, the Purchaser must notify the Vendor thereof in writing without undue delay, stating the reason for such delay and, as far as possible, the date when receipt is expected to be possible.

9. Liability for defects

The Purchaser should be aware that the delivered product is a natural product, and variations in relation to the number of knots, grain, etc. must therefore be expected. For this reason, differences may occur relative to the samples provided, and these are not regarded as defects, and must be accepted by the Purchaser.

Quality and durability depend on both correct storage before use and correct finishing and maintenance after that time. From the receipt of the products and until the products are installed/taken into use, the Purchaser must be aware that the products must be stored in their packaging in rooms with the correct temperature and humidity, in accordance with the instructions provided.

Correct handling, finishing and maintenance are described in the instructions provided. If the Purchaser does not comply with the instructions provided, the Purchaser may not invoke defects regarding the delivery. This also applies if the delivered product is used for other purposes than for which it is intended, or if the goods delivered are used on products other than products delivered by the Vendor.

The Purchaser must inspect the goods for defects immediately after receipt and before starting to use or process the goods in order to ensure that the delivery is fault-free, cf clause 7 for more details. Complaints concerning defects, including incorrect quantities, which were or should have been discovered at such acceptance checks, must be submitted to the Vendor immediately. If the Purchaser has, or should have discovered the defect, and the Purchaser fails to complain as stipulated, the Purchaser will not be entitled to make a claim regarding the defect at a later time. This also applies if the Purchaser processes the goods or damages them, including in connection with installation. If defects are discovered for which the Vendor is liable and that cannot be regarded as immaterial, the Vendor is obliged to either remedy the defect or to make a supplementary delivery in accordance with the standard delivery terms.

 

If, after the Purchaser's complaint, it is proved that there are no defects for which the Vendor is liable, the Purchaser shall refund all the costs associated with proving this, including costs of legal assistance as well as costs of transport, meals and accommodation in connection with the Vendor's employees' travel activity as a result of the complaint.

 

If the Vendor, as a service, provides adhesives and/or other supplementary products with the order, the Vendor will not assume any separate liability for such products.

10. Installation/Finishing

As stated in Clause 9, the quality and durability of the goods depend on both correct storage before use and on correct installation and maintenance, for which reason it is important that the applicable instructions are observed, including those regarding storage in the room before installation.

Regardless of whether the Vendor has referred the Purchaser to a specific workman, the Vendor will not be liable for the workmanship.

If the wooden floor is installed on underfloor heating, the Purchaser must ensure that the heating system is controlled correctly, as the wooden floor may otherwise be damaged.

The Purchaser has been offered written instructions on installation and particularly concerning installation over underfloor heating, to which it should refer.

11. Payment terms

Unless otherwise separately agreed, the Purchaser must either pay in advance for any ordered goods or furnish an unconditional, irrevocable banker’s guarantee payable on first demand approved by the Vendor’s bank in accordance with the order confirmation no later than three weeks before the shipment date.

An invoice stating the amount to be paid in advance, or for which a banker’s guarantee must be made, will be presented separately.

If the Purchaser places any additional orders under the order confirmation, a new advance payment must be made, or a new banker’s guarantee must be furnished, for the additional amount.

The Purchaser will not be entitled to withhold payment due to a counterclaim which the Vendor has not accepted.

If the Purchaser fails to make punctual payment, the Vendor will be entitled to charge default interest in accordance with the Danish Interest Rate Act (renteloven) from the due date. If the Purchaser fails to comply with the agreed provisions on guarantee for and payment of the purchase price, the Vendor will not be obliged to make delivery and will, at the Vendor’s option, be entitled to cancel the purchase and to collect and resell the goods in order to limit the loss, and claim compensation for any losses incurred. The same applies if the Purchaser files for administration, is declared bankrupt or if the Purchaser’s financial situation otherwise is such that the Purchaser can be regarded as not being able to pay the purchase price when it falls due. The Purchaser’s breach will in all circumstances entitle the Vendor to full compensation for the loss suffered, including loss of profit on the agreement made.

12. Retention of title

Subject to the limitations following from invariable statutory provisions, the Vendor reserves title to the goods sold until such time as the entire purchase price plus any costs accrued have been paid to the Vendor or to the party to whom the Vendor has assigned this right.

13. Exclusion of liability and force majeure

A claim for damages, etc. against the Vendor may not exceed the invoice amount for the goods sold (whether due to defects or delay).

The Vendor will not be liable for operating loss, loss of time, loss of profit, loss of income or other indirect loss incurred as a result of the agreement, including indirect loss suffered due to delays or defects in the products sold.

The following events will exempt the Vendor from liability if they prevent performance of the agreement or make such performance unreasonably onerous (force majeure): Labour disputes or any other circumstances beyond the control of the parties, such as fire, war, mobilisation or unforeseen military call-ups of similar scope, seizure, currency restrictions, riots and civil unrest, lack of transport, general scarcity of goods, power restrictions as well as defects or delays in deliveries from sub-suppliers, caused by any of the circumstances mentioned in this clause. If any of the above events occurred prior to submission of the quote/conclusion of the agreement, they will only exempt the Vendor from liability if the impact of such events was not foreseeable at that point time. The Vendor is obliged to notify the Purchaser in writing without undue delay if any of the above events occur.

If the Purchaser is a business (as defined in Section 4 of the Danish Sale of Goods Act), the Purchaser may in any event only make claims for one year from delivery.

14. Liability for damage caused by the goods (product liability)

The Vendor is liable for personal injury caused by a product manufactured by the Vendor, if such injury was demonstrably due to errors or omissions on the part of the Vendor or another person for whom the Vendor is responsible, or if the liability results from mandatory legislation. The Vendor is not liable for damage to property or movables occurring while the goods are in the Purchaser’s possession as well as damage to other products at the Purchaser’s premises. This applies in particular if the Purchaser does not follow the instructions provided, uses the delivered product for other purposes than intended, or if the goods delivered are used on products other than products delivered by the Vendor. The Vendor is not liable for operating loss, loss of time, loss of profit, loss of income or other indirect loss.

To the extent that the Vendor incurs product liability towards a third party, and if the Purchaser is a business (as defined in Section 4 of the Danish Sale of Goods Act), the Purchaser is obliged to indemnify the Vendor to the same extent as the Vendor's liability is limited under this and the preceding points. If the Purchaser is a business (as defined in Section 4 of the Danish Sale of Goods Act), the Purchaser is also obliged to let themselves be a co-defendant before the Court or arbitral tribunal that is examining claims made against the Vendor on the basis of such damage. If a third party makes a claim for compensation for such damage against one of the Parties, such Party is obliged to notify the other Party in writing without undue delay.

If the Vendor, as a service, provides adhesives and/or other supplementary products with the order, the Vendor will not assume any separate liability for such products.

15. Right of cancellation for some consumers

The below-mentioned right of cancellation applies only to the Purchasers who are consumers (as defined in Section 4a of the Danish Sale of Goods Act), and assigned to such a right of withdrawal in accordance with local mandatory law, where the Purchaser resides.

 

As a consumer, the Purchaser is entitled to be released from the agreement without cause within 14 days. The right of cancellation period for delivered products expire 14 days after the day on which the products are made physically available to the Purchaser or any named third party on the Purchaser's behalf (but not the carrier).

 

In order to exercise the right of cancellation, the Purchaser must notify Dinesen Floors A/S, Klovtoftvej 2, Jels, DK-6630 Rødding, Denmark, info@dinesen.com, about the decision to cancel the agreement in a specific communication (e.g. by letter or e-mail). The Purchaser can use the standard cancellation form set out in clause 16. However, this is not mandatory.

 

The right of cancellation period is complied with if the Purchaser sends the notification of the decision to exercise the right of cancellation before the cancellation period expires.

 

Consequences of cancellation:

If the Purchaser exercises its right of cancellation, the Vendor will refund all payments received from the Purchaser, including costs of delivery (except for additional costs caused by the Purchaser's choice of other modes of delivery than the cheapest standard mode offered by the Vendor), without undue delay and in any event no later than 14 days after the date on which the Vendor received the Purchaser's notice of exercise of the right of cancellation, cf., however, below on the Vendor's right to withhold repayment. The Vendor will reimburse using the same method of payment that the Purchaser has used for the initial transaction, unless the Purchaser has expressly agreed otherwise. In any case, the Purchaser shall not pay any fees to the Vendor in relation to the refund.

 

In so far as the cancellation applies to products, the following consequences apply for the products concerned:

• The Vendor may withhold repayment until the products have been returned to the Vendor or the Purchaser can prove to have returned the products.
• The Purchaser shall return or deliver the products to the Vendor in an adequate manner, including in relation to packaging, without undue delay and no later than 14 days after the date on which the Purchaser informed the Vendor of the cancellation. If the Purchaser returns the products within the 14 days, the time limit is complied with. It must be emphasised that the Purchaser is liable for any damage to the products until the products are received at the Vendor's address.
• The Purchaser shall pay the direct costs associated with the return of the products, including delivery charges. The Purchaser shall only be liable for the deterioration of the value of the products that is caused by another handling of the products than the one needed to establish the nature, characteristics and the way they work.

16. Standard form for cancellation

(This form can only be completed and returned, if the cancellation option in clause. 15 is exercised)

 

"To Dinesen Floors A/S, Klovtoftvej 2, Jels, DK-6630 Rødding, Denmark, info@dinesen.com,

I/We (*) hereby declare that I/we wish to exercise the right of cancellation in connection with my/our (*) contract for the purchase of the following products (*)

Ordered on (*)/received on (*)

Purchaser's name (Purchasers’ names)

The Purchaser's address (Purchaser's address)

Date:

(*) Parts that do not apply should be crossed out.

17. Returning goods

Goods may be returned only subject to prior agreement in accordance with written specifications on a case-by-case basis. The goods must be unused and free of defects. The cost of carriage must be borne by the Purchaser, except in the case of exchange due to defects, in which case the Vendor will bear the cost. The Purchaser is responsible for damage to return goods not adequately packaged, and the Vendor may refuse to receive such goods.

18. Use of trademark

The Vendor owns the Danish and European registered trademark “Dinesen”, and the trademark is used on the Vendor’s products and in the Vendor’s marketing. The “Dinesen” trademark must not be used by the Purchaser for direct or indirect marketing in any media, including magazines, newspapers, advertising folders, exhibitions, TV, the Internet, search optimisation or in any other form of media, unless the Vendor has granted its prior written approval. Any use of the “Dinesen” trademark without the Vendor’s written consent will be considered by the Vendor as infringement leading to a claim for compensation under the legislation in force from time to time.

19. Disputes

Any dispute arising out of the parties' agreement shall be settled according to Danish law, with the exception of the United Nations Convention on contracts for the international sale of goods (CISG) and Danish international private law rules. Disputes must be settled by the District Court of Kolding, Denmark, as the court of first instance; however, trademark infringements, cf. Clause 18, must be settled by the Maritime and Commercial Court in Copenhagen, Denmark, with the usual right of appeal.

 

Jels, Denmark, June 2018

 

1. Application

Unless otherwise prescribed by mandatory statutory provisions or in a written agreement between the parties (Purchaser and Vendor jointly), any offer, sale and delivery (both products and services) from Dinesen Floors A/S, Corp. Reg. No. 33920717, Klovtoftvej 2, Jels, DK-6630 Rødding, Denmark (the "Vendor"), takes place according to the following general terms of sale and delivery ("Terms and Conditions"), that take precedence over any provisions in the Purchaser's order confirmation/acceptance.

The Terms and Conditions apply to both businesses and consumers (as defined in Section 4a of the Danish Sale of Goods Act), unless otherwise stated in the individual provisions in the Terms and Conditions.

 

If a provision or part of a provision in these Terms and Conditions is deemed to be invalid or in contravention of invariable statutory provisions, this will not affect the validity of the remaining provisions or parts of provisions.

2. Quote and order confirmation

The Vendor’s quote will lapse 30 days after submission of the quote. The quote will include a description of the service/work (the "Assignment") the Vendor will perform, and the products that the Vendor will deliver.

The Vendor will submit an order confirmation to the Purchaser. The order confirmation must be signed by the Purchaser and returned to the Vendor. If the order confirmation is submitted by e-mail from the Vendor to the Purchaser, the Purchaser will be entitled to accept the order confirmation without reservations of any kind by replying to such e-mail instead of signing the order confirmation.

A final agreement has only been made when the Vendor has received a signed order confirmation or acceptance by e-mail within eight days of the order confirmation date. These Terms and Conditions form an integral part of the agreement.

If the Vendor receives a signed order confirmation or acceptance by e-mail later than eight days after the order confirmation date, a final agreement will only have been made if the Vendor confirms in writing to the Purchaser that a final agreement has been made within 8 days of receipt of the signed order confirmation or acceptance by e-mail.

Catalogues, brochures, price lists, etc., as well as information about the measurements, dimensions, weight, other special properties of the products should be obtained before using the products. Such material and information are indicative only and are only binding on the Vendor if they are expressly stated on the order confirmation and countersigned as described above.

The Vendor is not responsible for any technical guidance and advice, etc. provided free of charge solely as a service.

The Vendor is not responsible for any errors or information in material, including drawings, user’s and installation instructions and technical documents on the Vendor’s products, drawn up by the Vendor’s suppliers or by the Purchaser or drawn up based on information from the Purchaser.

3. Power of attorney

No persons/companies, such as agents or dealers, are authorised to submit quotes, make additions or amendments to quotes, order confirmations or agreements made by the Vendor. The Vendor is not responsible for such quotes, additions or amendments, unless approved in writing by the Vendor.

4. Special information concerning delivery of products

4.1. Product information – tolerances and changes

The Vendor reserves the right without notice to change product and material specifications, including products and materials agreed in orders, provided that such changes may be implemented without causing inconvenience to the Purchaser.

4.2. Drawings and descriptions

All drawings and technical documents regarding the Vendor’s products and the manufacture thereof submitted by one Party to the other before or after conclusion of the agreement belongs to the submitting Party. Drawings, technical documents or other technical documentation received may not be used for other purposes than preparation of quotes, commissioning, manufacture and installation without the consent of the other Party.

4.3. Prices/shipping/insurance

The price only covers the services/goods agreed in writing in quotes, order confirmations and agreements. Unless otherwise specified, prices do not include VAT or other local taxes. The packaging is the property of the Purchaser and will not be taken back. The Vendor has taken out product liability insurance and separate transport insurance covering and limiting the Vendor’s liability during transport under clause 4.4 with the limitations provided in clauses 4.5, 7, 4.9 and 8.

4.4 Delivery and receipt

Delivery will be made in accordance with the version of Incoterms applicable at the time of conclusion of the agreement. If no special agreement on a delivery clause has been made, delivery will be regarded as having been made as follows:

For delivery by road, delivery will be regarded as having been made DAP.

For delivery by air or sea, delivery will be regarded as having been made DAT.

The order confirmation indicates an expected delivery date. See also clause 4.5.

 

Immediately on receipt of the goods, the Purchaser is obliged to conduct an acceptance check to verify the correctness of the quantity, type of product and any visible damage on the delivery, and to ensure proper storage, see clause 4.6. If the Purchaser fails to inspect the goods, the Vendor will be entitled to deliver the goods at the place of delivery, regardless of whether a representative for the Purchaser is present, and the delivery note or the carrier’s vehicle operator’s report will then be regarded as documentation for full and undamaged delivery of the goods.

The Purchaser shall also within 3 days after the receipt check the quality of the products, which means that the packages containing products must be opened and resealed, until use, see clause 4.6.

If delivery takes place by road, the Purchaser may not expect that the lorry has its own crane, forklift truck, etc. and should be aware that a lorry will require a considerable amount of space for unloading. The Purchaser should note that it will be required to handle the goods on receipt, including carrying them in and lifting them down from the lorry. Any waiting charge will be invoiced separately. Unless otherwise agreed, the Purchaser should expect the goods to be delivered by lorry without a crane, 18 metres long and approx. three metres wide.

 

The Purchaser is obliged to unload the goods and to make a forklift truck and one person available for unloading without charge. The Purchaser should expect the goods to be unloaded from the side of the lorry, for which reason 15 metres free space should be available for unloading. The driver will not unload the goods. If manual unloading is necessary, the Purchaser must make two people available without charge.

Any waiting charge and any other costs borne by the Vendor due to the Purchaser's failure to make such arrangements will be charged to the Purchaser separately. The Purchaser assumes all risk from the time when delivery is made, regardless of whether the Vendor has made the necessary arrangements for unloading and storage of the goods.

4.5. Delay

Unless otherwise expressly agreed, any deferment of the time of delivery by up to 21 days that is attributable to the Vendor will in any respect be regarded as punctual delivery, implying that the Purchaser will have no claim against the Vendor in this respect. In addition, such delay will not entitle the Purchaser to cancel the order or refuse receipt of the goods on delivery.

The Vendor will send an e-mail to the Purchaser about three weeks before the expected date of dispatch, including information about expected delivery date. In response to this e-mail, the Purchaser may postpone the delivery date up until 2 weeks prior to the delivery date stated in the e-mail. Complete postponement of the original delivery date, including cases of successive postponements, may not exceed six months, unless the Vendor agrees otherwise.

 

The Purchaser must be informed of the exact delivery date no later than three days before delivery, unless the specific delivery date has already been indicated in the order confirmation. If the Purchaser has failed to fulfil its obligations at the time of delivery, or postpones the time of delivery in conflict with the above, or if the Purchaser refuses receipt of the goods, the Vendor will still be entitled to claim payment of the purchase price, cf. however clause 9, and the Vendor may arrange for storage of the goods for the Purchaser’s account and at the Purchaser’s risk, or alternatively sell the goods to a third party through an authorised broker and claim compensation for any loss from the original Purchaser. On the Purchaser’s request, the Vendor must take out separate insurance for the goods for the Purchaser’s account.

If delayed delivery is due to the Vendor experiencing an event described in Clause 7 (force majeure), delivery time will be deferred by the time that such event persists; however, both Parties will be entitled to cancel the agreement without incurring any liability, if the event persists for more than six months. These provisions apply regardless of whether the cause of the delay occurs before or after the agreed delivery time.

 

If the Vendor discovers that it will not be possible to meet the agreed delivery time, or if delay on the part of the Vendor is regarded as being likely, the Vendor must notify the Purchaser thereof in writing without undue delay, stating the reason for such delay and, as far as possible, the date when delivery is expected to be made.

 

Similarly, if the Purchaser discovers that it will not be possible to receive the goods on the agreed date, or if delay on the part of the Purchaser is regarded as being likely, the Purchaser must notify the Vendor thereof in writing without undue delay, stating the reason for such delay and, as far as possible, the date when receipt is expected to be possible.

4.6. Liability for defects

The Purchaser should be aware that the delivered product is a natural product, and variations in relation to the number of knots, grain, etc. must therefore be expected. For this reason, differences may occur relative to the samples provided, and these are not regarded as defects, and must be accepted by the Purchaser.

Quality and durability depend on both correct storage before use and correct finishing and maintenance after that time. From the receipt of the products and until the products are installed/taken into use, the Purchaser must be aware that the products must be stored in their packaging in rooms with the correct temperature and humidity, in accordance with the instructions provided.

Correct handling, finishing and maintenance are described in the instructions provided. If the Purchaser does not comply with the instructions provided, the Purchaser may not invoke defects regarding the delivery. This also applies if the delivered product is used for other purposes than for which it is intended, or if the goods delivered are used on products other than products delivered by the Vendor.

The Purchaser must inspect the goods for defects immediately after receipt and before starting to use or process the goods in order to ensure that the delivery is fault-free, cf clause 4.4. for more details. Complaints concerning defects, including incorrect quantities, which were or should have been discovered at such acceptance checks, must be submitted to the Vendor immediately. If the Purchaser has, or should have discovered the defect, and the Purchaser fails to complain as stipulated, the Purchaser will not be entitled to make a claim regarding the defect at a later time. This also applies if the Purchaser processes the goods or damages them, including in connection with installation. If defects are discovered for which the Vendor is liable and that cannot be regarded as immaterial, the Vendor is obliged to either remedy the defect or to make a supplementary delivery in accordance with its standard delivery terms.

 

If, after the Purchaser's complaint it is proved that there are no defects for which the Vendor is liable, the Purchaser shall refund all the costs associated with proving this, including costs of legal assistance as well as costs of transport, meals and accommodation in connection with the Vendor's employees' travel activity as a result of the complaint.

 

If the Vendor, as a service, provides adhesives and/or other supplementary products with the order, the Vendor will not assume any separate liability for such products.

4.7. Installation/Finishing

As stated in Clause 4.6, the quality and durability of the goods depend on both correct storage before use and on correct installation and maintenance, for which reason it is important that the applicable instructions are observed, including those regarding storage in the room before installation.

Regardless of whether the Vendor has provided the name of a specific skilled workman, the Vendor assumes no responsibility for the workmanship, unless the Vendor is responsible for the work, cf. clause 5.4 for more detail.

If the wooden floor is installed on underfloor heating, the Purchaser must ensure that the heating system is controlled correctly, as the wooden floor may otherwise be damaged.

The Purchaser has been offered written instructions on installation and particularly concerning installation over underfloor heating, to which it should refer.

4.8. Retention of title

Subject to the limitations following from invariable statutory provisions, the Vendor reserves title to the goods sold until such time as the entire purchase price plus any costs accrued have been paid to the Vendor or to the party to whom the Vendor has assigned this right.

4.9. Returning goods

Goods may be returned only subject to prior agreement in accordance with written specifications on a case-by-case basis. The goods must be unused and free of defects. The cost of carriage must be borne by the Purchaser, except in the case of exchange due to defects, in which case the Vendor will bear the cost. The Purchaser is responsible for damage to return goods not adequately packaged, and the Vendor may refuse to receive such goods.

5. Special information concerning execution of Assignments

5.1. Prices and insurance

Prices for the Assignment is specified in the quote. Unless otherwise specified, the offer does not include travel costs, accommodation, parking, costs associated with import permits, freight and other expenses that the Purchaser must pay the Vendor. In addition, the prices do not generally include VAT or other local taxes.

If it becomes necessary to rent tools to complete the Assignment, the Purchaser and Vendor will enter into a separate agreement.

The Vendor has purchased a general liability insurance, including product liability.

 5.2. Site conditions

Conditions on site where the task is to be performed (the "Site"), must be completely in accordance with the guidelines issued by the Vendor, which are attached together with the quote. It is the Purchaser's duty to ensure that the Site meets these guidelines. The Vendor is entitled not to start the Assignment, if the Vendor does not believe that all requirements have been met.

The most important requirements for the Site are as follows:

• The building must be dry and free of construction humidity in accordance with the Vendor's instructions. The floor should never be delivered before the building is weathertight, dry and warm and the humidity levels are under control.
• One week prior to installation, the temperature in the building must be between 18° and 25° C.
• One week prior to installation, the air humidity must be between 35 and 65% RH and must in winter not exceed 50% RH.
• Concrete moisture must not exceed 85% RH when using a vapour barrier. Without a vapour barrier, the level must be below 65% RH.
• The sub-floor and level tolerance (no more than 2 mm deviation measured with a 2 m straight edge) must comply with the Vendor's installation instructions.
• If there is underfloor heating, and it is cast in concrete, the heating must be pressure-tested and turned on for at least 30 days before the work of installing the floorboards begins. See the Vendor's instructions on underfloor heating.
• It is very important that all wet work, including wallpapering, is finished, and that everything is completely dry before the Assignment that involves installation is carried out.

Wood is a hygroscopic material that absorbs and releases moisture from and to the surroundings and can respond to it if it is exposed to high humidity, which may result in damage to the boards.

In order to avoid risk of personal injury or damage to the floor or the property, there is no access to the areas where the Assignment is performed for other than the Vendor's employees/subcontractors during the performance of the Assignment, unless otherwise agreed. It is important that the Vendor is granted unrestricted access throughout the performance of the Assignment, including full access to the site from any entrance and exit, where necessary.

In addition, the Purchaser must ensure that the Site meets the following criteria:

• The Vendor's employees must have access to the site on weekdays and Saturdays between 7 am. 5.00 pm when performing the Assignment in Denmark. The normal working hours for the Vendor are between 8 am and 4 pm, Monday to Friday, but the Vendor is not obliged to perform work outside these work hours.
• When performing the Assignment outside Denmark, the Vendor's employees must have access to the site 7 days a week, including public holidays, between the hours of 6:30 am and 11.30 pm. The normal working hours for the Vendor are seven days a week between 7:00 am and 11.00 pm, but the Vendor is not obliged to perform work outside these work hours.
• The Vendor must not be prevented from performing the Assignment by other contractors.
• The Site must be clear of tools, materials and other items not associated with the Assignment.
• All floors must be swept and have a clean surface and be free of other items that are not related to the Assignment.
• At least 3 240V electrical sources must be available on each floor on the site free of charge.

5.3. Supervision

If, as part of the Assignment, the Vendor shall perform supervision, it takes place according to the following guidelines, unless otherwise agreed in writing ("Supervision").

The Vendor will send a supervisor, who will advise and instruct the Purchaser's installers on site in connection with the performance of the specific task. The supervisor's task is not to install the floor, but only to advise and assist with planning and actions in this connection.

We recommend booking the supervisor so that he or she is available on site from start-up and, depending on the project’s size and scope, is present in connection with the installation of the floor, as well as sanding and finishing. The scope is defined at all times in the specific quote, taking into account the characteristics of the project.

At the conclusion of the supervision period, the areas on which the supervisor has had full focus are marked on a drawing. This constitutes a "benchmark area", which clearly indicates in which areas the Purchaser's installers received guidance in response to queries about principles and finish, and it is the "benchmark area" that sets the standard for laying, etc. at the rest of the Site, since it cannot be expected that the supervisor can keep track of all activities and areas. It is a prerequisite for the Vendor's Supervision, that the "benchmark area" is representative of the entire Site, as the Supervision will be based on the same conditions applying to the entire Site, also in relation to sub-floors, etc.

The Supervisor is generally not a part of the team laying the floor, unless otherwise agreed in writing.

The Vendor is solely responsible for Supervision for the Purchaser to the extent that the Vendor's advice and instructions regarding the "benchmark area" contain errors. The Vendor is, among other things, therefore, not responsible for the Purchaser's installers not complying with the Vendor's Supervision, or for Supervision outside the "benchmark area", including the result of other conditions applying to the area outside the "benchmark area” (for example, other issues relating to the sub-floor, etc.).

The Terms and Conditions’ remaining provisions on limitation of liability, including clause 7, shall, in addition to the above, also apply to Supervision.

5.4. Sanding and Finishing

If the Vendor, as a part of the Assignment, sands and finishes the floor, it will be performed according to the following guidelines, unless otherwise agreed in writing ("Sanding and Finishing").

Sanding and Finishing can be performed on both new and old floors.

In all cases (irrespective of whether they are new or old floors) in addition to the Terms and Conditions, as such (including clause 5.2) the following applies for execution of Sanding and Surface Treatment:

• Floor surfaces must be tidy and clean, and no one else may work on the floor, or in the vicinity thereof, as dust, etc. may affect the final result.
• Drying time must be included after the last treatment, during which the floor cannot be used. The drying time depends on the selected finish.
• The Vendor covers adjacent surfaces, mouldings, etc., in the best way possible, but there may be small unavoidable scratches, etc. on these.
• The Vendor will take care around skirting boards, plinth blocks, etc., but minor paint repairs may be necessary.
• If tape is used on painted surfaces (using masking tape or similar), such as skirting boards, doors, fixtures, etc., the Vendor assumes no responsibility if poor quality paint work has been carried out or the surface is porous, which results in the paint, in whole or in part, peeling off in connection with removing the tape.
• The aim is for floors to be sanded so they are level, but when you use hand-held machines along the edges, there may be minor height variations along the skirting boards, which must be allowed for when fitting skirting boards.

The following applies especially to old/existing floors:

• It cannot be guaranteed that any damage - e.g. due to lack of continuous maintenance, heavy loading on specific points, etc. - to one or more floor planks can be remedied by Sanding and Finishing. This may particularly be noticeable on pine or Douglas floors, where there may be so-called weight formations where the light wood is compressed more than the dark wood, giving a relief effect on the floor.
• A little of the floor thickness is removed during sanding, and a small gap may thus appear between the skirting board and floor. This can often be remedied by jointing the floor and skirting board, which is not a part of the Vendor's Assignment.

The Vendor assumes no responsibility for damage, etc. caused by others, including the Purchaser or the Purchaser's other contractors, or for damage resulting from the conditions listed above.

The remainder of the provisions on limitation of liability, including clause 7, shall in addition to the above also apply to Sanding and Finishing.

5.5. Delays

If the Vendor is delayed in performing the task in accordance with the agreed time schedule as a result of circumstances for which the Purchaser or any of the Purchaser's other suppliers are responsible, the Purchaser is obliged to indemnify the Vendor against any losses and all expenses incurred by the delay. Irrespective of this, the Vendor may demand daily penalties per day, which, if the Assignment is performed in Denmark, amounts to DKK 3,600 + VAT per worker assigned to the task, and if the Assignment is performed outside Denmark, amounts to EUR 875 + VAT per worker linked to the Assignment.

Payment of daily penalties shall not affect the Vendor's right to claim and to receive compensation for any documented loss that exceeds the penalty paid. A completed standard form (provided to the Purchaser on request) with images, time stamps and the names of employees, etc. will be considered sufficient evidence in this respect. The Vendor is not required to be on the Site during the delay.

In addition, the Vendor has the right to extend the time limits and delay starting the Assignment, without entitling either party to make a claim, in the following circumstances:

• Changes in the nature and extent of the Assignment that are requested by the Purchaser and accepted by the Vendor.
• Delays caused by the Purchaser or the Purchaser's other suppliers, which complicate the Assignment.
• Force Majeure, see clause 7.

However, the Vendor shall in good faith attempt to avoid or limit any delay.

 

The Purchaser must be informed in writing as soon as possible if the Vendor considers itself entitled to an extension of a time limit. At the Purchaser's request, the Vendor must be able to prove that the delay has been caused by the alleged circumstances. If the extension of a time limit exceeds 14 days, the Vendor can terminate the agreement in relation to the scheduled task without the Purchaser being entitled to file claims against the Vendor.

 

If the task is delayed or stopped for reasons beyond the control of the Vendor, including those referred to in this clause 5.3, and the Vendor's continuation of the Assignment as a result has an effect on the planned work for other customers, the Vendor reserves the right to postpone the task until it no longer affects other customers.

5.6. Complaints

If the Purchaser is not satisfied with the quality of the Assignment, the Purchaser is obliged to notify the Vendor in writing of the defect as soon as it is discovered or should have been discovered. The notification must contain a detailed description of the defect and its extent. The Vendor is entitled to remedy all deficiencies in the Assignment that the Vendor considers necessary. All repairs must be planned in cooperation with the Purchaser.

It is a prerequisite for the performance of the Assignment that the Purchaser complies with requirements both as laid out in the Terms and Conditions and in any instructions provided by the Vendor. If the Purchaser has not complied, claims concerning the Assignment cannot be invoked.

If, after a complaint from the Purchaser, it is found that there are no defects in the Assignment that the Vendor is liable for, the Purchaser shall reimburse all costs associated with showing that, including costs of legal assistance, as well as costs for transport, meals and accommodation in connection with the Vendor's employees' travel activity as a result of the complaint.

5.7. Quality assurance, inspection and delivery

The Assignment is inspected and approved by the Purchaser, together with the Vendor's employees or a subcontractor designated by the Vendor, on the handover date, as part of the quality assurance process, but see below. The Vendor shall inform the Purchaser of the date of the inspection ("Inspection date").

Delivery shall be deemed to have taken place, unless material defects are discovered during the inspection.

If the inspection does not take place on the Inspection date for reasons for which the Vendor is not responsible, delivery shall be deemed to have taken place 10 days from the Inspection date, unless a new date has been agreed between the parties.

Delivery shall be deemed also to have been made when the Purchaser starts to use the Assignment’s products.

Finally, if the Assignment performed is of such a nature that inspection/approval is not relevant, for example if the Assignment concerns Supervision of other suppliers, delivery is deemed to have taken place on the last day on which the Assignment is performed.

Risk passes to the Purchaser at the time of delivery of the Assignment.

6. Payment terms

Unless otherwise separately agreed, the Purchaser must either pay in advance for any ordered goods or furnish an unconditional, irrevocable banker’s guarantee payable on first demand approved by the Vendor’s bank in accordance with the order confirmation no later than three weeks before the shipment date.

An invoice stating the amount to be paid in advance, or for which a banker’s guarantee must be made, will be presented separately.

If the Purchaser places any additional orders under the order confirmation, a new advance payment must be made, or a new banker’s guarantee must be furnished, for the additional amount.

The Purchaser will not be entitled to withhold payment due to a counterclaim which the Vendor has not accepted.

If the Purchaser fails to make punctual payment, the Vendor will be entitled to charge

default interest in accordance with the Danish Interest Act. If the Purchaser fails to comply with the agreed provisions on guarantee for and payment of the purchase price, the Vendor will not be obliged to make delivery and will, at the Vendor’s option, be entitled to cancel the purchase and to collect and resell the goods in order to limit the loss and claim compensation for any losses. The same applies if the Purchaser files for administration, is declared bankrupt or if the Purchaser’s financial situation otherwise is such that the Purchaser can be regarded as not being able to pay the purchase price when it falls due. The Purchaser’s breach will in all circumstances entitle the Vendor to full compensation for the loss suffered, including loss of profit on the agreement made.

7. Exclusion of liability and force majeure

Any claim for damages, etc. against the Vendor may not exceed the invoice amount for the goods sold, including the Assignment (whether due to defects or delay).

The Vendor will not be liable for operating losses, loss of time, loss of profit, loss of income or other indirect loss incurred as a result of the agreement, including indirect loss suffered due to delays or defects in the products sold, including the Assignment.

The following events will exempt the Vendor from liability if they prevent performance of the agreement or make such performance unreasonably onerous (force majeure): Labour disputes or any other circumstances beyond the control of the parties, such as fire, war, mobilisation or unforeseen military call-ups of similar scope, seizure, currency restrictions, riots and civil unrest, lack of transport, general scarcity of goods, power restrictions as well as defects or delays in deliveries from sub-suppliers, caused by any of the circumstances mentioned in this clause. If any of the above events occurred prior to submission of the quote/conclusion of the agreement, they will only exempt the Vendor from liability if the impact of such events was not foreseeable at that point time. The Vendor is obliged to notify the Purchaser in writing without undue delay if any of the above events occur.

If the Purchaser is a business (as defined in , Section 4 of the Danish Sale of Goods Act), the Purchaser may in any event only make claims for one year from delivery.

8. Liability for damage caused by the goods (product liability)

The Vendor is liable for personal injury caused by a product manufactured by the Vendor, if such injury was demonstrably due to errors or omissions on the part of the Vendor or another person for whom the Vendor is responsible, or if the liability results from mandatory legislation. The Vendor is not liable for damage to property or movables occurring while the goods are in the Purchaser’s possession as well as damage to other products at the Purchaser’s premises. This applies in particular if the Purchaser does not follow the instructions provided, uses the delivered product for other purposes than intended, or if the goods delivered are used on products other than products delivered by the Vendor. The Vendor is not liable for operating loss, loss of time, loss of profit, loss of income or other indirect loss.

To the extent that the Vendor incurs product liability towards a third party, and if the Purchaser is a business (as defined in Section 4 of the Danish Sale of Goods Act), the Purchaser is obliged to indemnify the Vendor to the same extent as the Vendor's liability is limited under this and the preceding points. If the Purchaser is a business (as defined in Section 4 of the Danish Sale of Goods Act), the Purchaser is also obliged to let themselves be a co-defendant before the Court or arbitral tribunal that is examining claims made against the Vendor on the basis of such damage. If a third party makes a claim for compensation for such damage against one of the Parties, such Party is obliged to notify the other Party in writing without undue delay.

If the Vendor, as a service, provides adhesives and/or other supplementary products with the order, the Vendor will not assume any separate liability for such products.

9. Right of cancellation for certain consumers

The below-mentioned right of cancellation applies only to the Purchasers who are consumers (as defined in Section 4a of the Danish Sale of Goods Act) and assigned to such a right of withdrawal in accordance with local mandatory law, where the Purchaser resides.

As a consumer, the Purchaser is entitled to be released from the agreement without cause within 14 days. The right of cancellation for services (Assignment) expires 14 days after the day on which the Purchaser has accepted the quote and the Terms and Conditions and therefore on the day of entry into the agreement. The right of cancellation period for delivered products expire 14 days after the day on which the products are made physically available to the Purchaser or any named third party on the Purchaser's behalf (but not the carrier).

In order to exercise the right of cancellation, the Purchaser must notify Dinesen Floors A/S, Klovtoftvej 2, Jels, DK-6630 Rødding, Denmark, info@dinesen. com, of the decision to cancel the agreement in a specific notification (e.g. by letter or e-mail). The Purchaser can use the standard cancellation form set out in clause 10. However, this is not mandatory.

The right of cancellation period is complied with if the Purchaser sends the notification of its decision to exercise the right of cancellation before the cancellation period expires.

Consequences of cancellation:

If the Purchaser exercises its right of cancellation, the Vendor will refund all payments received from the Purchaser, including costs of delivery (except for additional costs caused by the Purchaser's choice of other modes of delivery than the cheapest standard mode offered by the Vendor), without undue delay and in any event no later than 14 days after the date on which the Vendor received the Purchaser's notice of exercise of the right of cancellation, cf., however, below on the Vendor's right to withhold repayment. The Vendor will reimburse using the same method of payment that the Purchaser has used for the initial transaction, unless the Purchaser has expressly agreed otherwise. In any case, the Purchaser shall not pay any fees to the Vendor in relation to the refund.

If the Purchaser has requested that the Assignment is started before the expiry of the right of cancellation period, the Purchaser shall pay the Vendor an amount corresponding to the part of the scope of the Assignment that has been performed at the time when the Purchaser notifies the Vendor about the decision to cancel the agreement, compared with the completion of the whole project.

In so far as the cancellation applies to products, the following consequences apply for the products concerned:

• The Vendor may withhold repayment until the products have been returned to the Vendor or the Purchaser can prove to have returned the products.
• The Purchaser shall return or deliver the products to the Vendor in an adequate manner, including in relation to packaging, without undue delay and no later than 14 days after the date on which the Purchaser informed the Vendor of the cancellation. If the Purchaser returns the products within the 14 days, the time limit is complied with. It must be emphasised that the Purchaser is liable for any damage to the products until the products are received at the Vendor's address.
• The Purchaser shall pay the direct costs associated with the return of the products, including delivery charges. The Purchaser shall only be liable for the deterioration of the value of the products that is caused by another handling of the products than the one needed to establish the nature, characteristics and the way they work.

10. Standard form for cancellation

(This form can only be completed and returned, if the cancellation option in clause. 9 is exercised )

"To Dinesen Floors A/S, Klovtoftvej 2, Jels, DK-6630 Rødding, Denmark, info@dinesen .com,

I/We (*) hereby declare that I/we wish to exercise the right of cancellation in connection with my/our (*) contract for the purchase of the following products (*)/for the provision of the following service (*)

Ordered on (*)/received on (*)

Purchaser's name (Purchasers’ names)

The Purchaser's address (Purchaser's address)

Date:

(*) Parts that do not apply should be crossed out.

11. Use of trademark

The Vendor owns the Danish and European registered trademark “Dinesen”, which trademark is used for the Vendor’s products and services and in the Vendor’s marketing. The “Dinesen” trademark must not be used by the Purchaser for direct or indirect marketing in any media, including magazines, newspapers, advertising folders, exhibitions, TV, the Internet, search optimisation or in any other form of media, unless the Vendor has granted its prior written approval. Any use of the “Dinesen” trademark without the Vendor’s written consent will be considered by the Vendor as infringement leading to a claim for compensation under the legislation in force from time to time.

12. Disputes

Any dispute arising out of the parties' agreement shall be settled according to Danish law, with the exception of the United Nations Convention on contracts for the international sale of goods (CISG) and Danish international private law rules. Disputes must be settled by the District Court of Kolding, Denmark, as the court of first instance; however, trademark infringements, cf. Clause 11, must be settled by the Maritime and Commercial Court in Copenhagen, Denmark, with the usual right of appeal.

 

Jels, Denmark, June 2018