In these Terms and Conditions “the Company” means Scan Underlay ApS (company number 36959908) whose registered address is Ursusvej 16, 864 Galten, Denmark; “the Buyer” means the firm, company or person purchasing the Goods from the Company under the contract between the Company and the Buyer; “Contract” means the contract made between the Company and the Customer in accordance with Condition 2 and “Goods” means the Goods or services the subject matter of the Contract.
Scope of Applicability
These General Terms and Conditions of Sale (“GTCS”) apply to all sales of good set out in this document together with any special terms agreed in writing between the Buyer and the Company.
We reserve the right to change these GTCS at any time. We will give you thirty (30) calendar days’ notice of any changes by posting notice on our website.
Offers, Purchase Orders and Order Confirmations
Each order or acceptance of a quotation for Goods will be deemed to be an offer by the Buyer to purchase Goods upon these Terms and Conditions. The Contract is formed when the order is accepted by the Company, by way of written confirmation of order acceptance. No contract will come into existence until written confirmation of order acceptance is issued by the company or the Goods are delivered to the Buyer.
All offers made by us are open for acceptance within fifteen (15) calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the Goods offered.
All purchase orders issued by you shall specify as a minimum the type and quantity of Goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.
Prices and Terms of Payment
The prices for the Goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
Unless expressly stated otherwise in our order confirmation, payment for Goods shall be made as PIA (Payment in advance) without offset or deduction.
You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
Title to Goods delivered shall remain vested in us and shall not pass to you until the Goods have been paid for in full. If you fail to pay any invoice within seven calendar days of the due date of payment, we may retake the Goods covered by the invoice. You must insure all Goods delivered to their full replacement value until title to the Goods has passed to you.
Terms of Delivery and Late Delivery
Unless expressly stated otherwise in our order confirmation, all deliveries of Goods shall be EXW (Ex Work) in accordance with Incoterms 2010. The risk of loss of or damage to Goods shall pass to you in accordance with the agreed delivery term.
The delivery dates of Goods shall be those set forth in our order confirmation. If we fail to deliver Goods within ten (10) calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those Goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period.
We reserve the right to make delivery in instalments.
Acceptance of Goods
You must inspect Goods delivered upon receipt. You are deemed to have accepted Goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the Goods.
Guarantee & Product Warranty
Scan Underlay Acoustic underlays are guaranteed for a period of 10 years from the date of installation. The guarantee applies to all types of indoor installations when used as an underlayment to a fitted floor covering at ambient room temperatures.
This guarantee covers against manufacturing defects and is only upheld in instances where our recommended product and installation methods have been strictly adhered to. In the event of a confirmed product failure due to a manufacturing defect, the Company will replace the defective portion of the underlayment with new equivalent product, free of charge
The Company warrant that the products will provide underlayment support for the serviceable life of the floor covering, provided that our recommended product selection and installation methods have been strictly adhered to, and that the maintenance recommendations provided by the floor covering manufacturer have also, been strictly followed.
Please Note: The Guarantee and Product Warranty do not apply when the products are used in any other applications other than as described We make no other warranty, express or implied, with respect to Goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of Goods delivered hereunder. In particular, we make no warranty with respect to the merchantability of Goods delivered or their suitability or fitness for any articular purpose.
Intellectual Property Rights Infringement
No right or licence is granted to the Buyer in respect of the Intellectual Property Rights of the Company, except the right to use, or re-sell the Goods in the Buyer’s ordinary course of business.
Limitation of Liability
Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the Goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any Goods by parties other than us or use in combination with other Goods.
Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between us.
No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.
The 'Terms and Conditions' is only described in English to avoid misunderstandings