Sales and delivery terms for Dolphin Care ApS
1.1. The sales and delivery terms shall apply unless the parties have entered into another written agreement. Dolphin Care Aps (hereinafter referred to as “Dolphin”) shall not be bound by the terms of the buyer which are contrary to these terms unless Dolphin has accepted the terms and conditions of the buyer in writing.
- Order delivery
2.1. An order shall be considered accepted by Dolphin only when Dolphin has confirmed the order in writing.
2.2. In case of inconsistent order confirmation from Dolphin, the buyer must immediately file an objection. Otherwise, the buyer shall be bound by the order confirmation.
2.3. Dolphin shall be bound by the order confirmation only and not by any pro forma invoices or similar.
- Delivery Terms
3.1. Dolphin’s terms of delivery are FCA 4600 Køge, Denmark, and take place according to Incoterms 2020.
3.2. Dolphin is required to take usual steps to deliver on time. In case of delay, Dolphin will be entitled to postpone delivery by up to 30 days without the buyer being entitled to terminate or cancel the order or claim compensation. Where delay is longer than 30 days, the buyer shall be entitled to terminate the contract, but the buyer shall have no other remedies.
3.3. Dolphin will provide the buyer with at least 3 days’ notice of the time of delivery.
- Tax and VAT, etc.
4.1. Payment of VAT, taxes, duties, levies, and customs for the purchased goods, as well as other expenses associated with the approval, will be borne by the buyer, and shall be in addition to the purchase price set forth in the order confirmation.
5.1. Dolphin reserves the right to change the price until the order confirmation has been issued. In addition, Dolphin reserves the right to change the price of confirmed orders in the event of changes in production costs, salaries/wages, material costs, subcontractors, exchange rates, expenses levied by public authorities, or the official discount rate.
- Payment Terms
6.1. Unless otherwise agreed in writing, payment must be made at the time of delivery FCA 4600 Køge, Denmark (Incoterms 2020) at the latest.
6.2. In case of late payment, interest shall accrue at 2% of the purchase price (with addition of tax, VAT, etc., see article 4 above) per commenced month. In addition, Dolphin shall be entitled to withhold the delivery and all other deliveries. The buyer must cover costs that Dolphin has incurred as a result of the late payment.
6.3. Unless approved by Dolphin in advance, the buyer shall not be entitled to withhold or set off payments in connection with any counterclaims.
6.4. The buyer’s failure to take delivery in due time shall not entitle the buyer to withhold payment.
7. Intellectual Property Rights
7.1. All intellectual property rights of the product sold shall belong to Dolphin. The products must not be copied or disclosed to third parties without the permission of Dolphin. Dolphin’s drawings and descriptions of the product must not be surrendered or revealed to third parties.
7.2. As a result of any violation of 7.1, the buyer will pay compensation to Dolphin due to the illegal use of the material, as well as any costs attributable to the buyer’s violation of Dolphin’s rights.
8. Technical changes and approvals
8.1. Within the agreed technical framework, Dolphin shall be entitled to change the product and its specifications without notice.
9. Error in catalogs, website, etc.
9.1. Dolphin will not be responsible for errors on the website or in Dolphin’s other written material, nor for misinterpretation thereof.
10.1. If the buyer wishes to complain about defects, the buyer must examine the shipment for defects in type, number, etc. upon receipt of the shipment. Dolphin must receive written complaints immediately and no later than 10 days after delivery has taken place. The complaint must state the nature of the defect.
10.2. If the defect could be detected in connection with an examination of the shipment, the buyer will lose the right to make the claim against Dolphin if the claim has not been put forward within 10 days after delivery has taken place.
10.3. No claims may be raised against Dolphin for damages and defects that have occurred during shipping. Complaints in this regard must be directed to the carrier.
11. Warranty and Rights in case the warranty becomes applicable
11.1. Dolphin guarantees that 18 months from the date of delivery the products correspond to the written specifications that the buyer has received and that the products are not defective in material and manufacture. The warranty will expire if Dolphin has not received a complaint before the expiry of the 18-month period, unless otherwise agreed.
11.2. The warranty does not cover defects due to wear and tear. The warranty is subject to the condition that the products are maintained and used correctly and are not subject to excessive use. The warranty is also subject to the condition that the product casing is has not been opened and that the product has not been tampered with.
11.3. The warranty is limited so that Dolphin can choose either to repair or provide a replacement product for a defective product. The buyer has no further remedies in case of defect products.
11.4. If the buyer claims that the product is defective, the buyer must immediately file a complaint with Dolphin. The defective product must be sent immediately to Dolphin or an address specified by Dolphin for remedial work or replacement, with freight and insurance paid by the buyer. If Dolphin accepts the complaint, Dolphin must fulfill its warranty commitment. Provided Dolphin has approved the buyer’s shipping costs, before the buyer has submitted the defective product, Dolphin will refund such costs. 12. Product liability and limitation of liability
12.1. Dolphin shall be subject to product liability only in accordance with the applicable mandatory legislation and shall have no additional liability. Dolphin thus disclaims product liability that is not provided for by statutory law but has evolved in accordance with the terms of conventions or case law.
12.2. In the event that Dolphin is subjected to product liability for which Dolphin has disclaimed liability under article 12.1 above, the buyer shall indemnify and hold Dolphin harmless for costs and losses associated with such liability.
12.3. Dolphin will not be liable for operating loss, loss of profits, or any other indirect or consequential losses as a result of the direct or indirect use of Dolphin products be it based on product liability or other liability.
12.4. Dolphin’s liability shall in any event be limited to the price of the product supplied.
- Force Majeure
13.1. If any of the following events or conditions prevents or renders performance unreasonably burdensome, Dolphin shall be relieved from fulfilling the agreement and Dolphin shall not be liable for absence of performance: circumstances beyond the control of the parties, including fire, war, mobilization, military calls, requisition, seizure, currency restrictions, civil rebels, riots, lack of fuel and transport, general product disability, labor conflicts, and missing or delayed deliveries from subcontractors.
13.2. Dolphin will only be liable if Dolphin should have foreseen those events when concluding the agreement.
13.3. If Dolphin wishes to claim Force Majeure, Dolphin shall without reasonable delay inform the buyer accordingly. Notification must be made in writing and include date of start and end of the event.
14.1. All information relating to this agreement is confidential and may not be disclosed to third parties.
- Applicable law and jurisdiction for disputes
15.1. Disputes between Dolphin and the buyer in connection with this agreement shall be settled in accordance with substantive Danish law.
15.2. The exclusive jurisdiction for disputes shall be the courts of Denmark.
Current revision release date March 24, 2021