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TERMS OF SALES AND DELIVERY

General terms & conditions

Validity

These General Terms of Sales and Delivery shall apply to any agreement made between Nuura and the buyer unless otherwise agreed.

Sales & marketing material

Information supplied by Nuura regarding prices, models, dimensions, features, and specifications in catalogues, advertisements, sales or promotional literature, price lists or elsewhere is not legally binding and shall be considered for guidance only and may be changed at any time without prior notice.

Orders

All orders placed by the buyer must be in writing and shall at the minimum specify the type (product number and/or name) and quantity of the products ordered and the requested date of delivery. The order is not binding upon Nuura unless and until Nuura has issued a written order confirmation to the buyer. Unless objections are made within 24 hours after receipt, the order confirmation is considered accepted by the buyer.

Prices

Nuura reserves the rights to change prices without prior notice due to increases in the price of raw materials, processing, packaging, or other sudden changes in cost, including exchange rates increases for imported goods or overseas processing.

The purchase price for the products ordered by the buyer is stated in the order confirmation. All quoted prices are stated Ex VAT and other government taxes and duties as well as transportation, pallets, and containers. Delivery and installation are not included in the purchase price. Unless otherwise agreed, quotations submitted by Nuura shall be valid and binding for 60 days after receipt. Nuura reserves the right to refuse the buyers order until any amounts due have been paid in full.

Cancellation

Standard products: Stock keeping products may be changed or cancelled until the order is packed. Depending on the order size, Nuura reserves the rights to refuse the changes or cancellation.

Custom made products: Unless otherwise notified a custom-made order cannot be cancelled. If Nuura should have agreed to the whole or partial cancellation, Nuura may attach financial conditions to this. Custom made products are being offered by quote. Nuura charge as a min. 50 % in pre-payment on these custom-made products before production starts and min. 50 % before delivery.

Delivery

Unless otherwise agreed in writing, delivery shall be CPT from the place designated by Nuura from time to time. The buyer becomes liable for the products the moment the freight forwarder acknowledges receipt of the products, regardless of whether the buyer chooses to use the forwarder appointed by Nuura or the buyer’s own forwarder. If transportation of the products is handled by Nuura’s forwarding agent on behalf of the buyer, Nuura will invoice the freight to the buyer. Nuura will quote a freight price, however freight pricing is to be considered estimated and thus subject to changes. The final freight price is the one listed on the invoice.

The products shall be sent using standard packaging. The confirmed delivery date is only an estimated delivery date, and the time of delivery shall not be considered of essence. Nuura cannot be held liable for any damage or loss that the buyer may suffer because of a delay or a non-delivery.

If no specific delivery date has been indicated in the order confirmation, Nuura, acting reasonably, is entitled to stipulate a delivery date taking into consideration the quantity and the nature of the products to be delivered. Should a delivery fail to meet the buyer's expectations, or is the delivery damaged during transportation, please refer to the section “Complaints and Transport damages” for how to file complaints.

All products are delivered without light source unless it is integrated (LED). 

Force majeure

Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, civil commotions, fire or other casualty, pandemics and other causes beyond the reasonable control of the party obligated to perform (collectively, a “Force Majeure”), shall excuse the performance of such party for a period equal to any such prevention, delay or stoppage and, therefore, if terms specifies a time period for performance of an obligation of either party, that time period shall be extended by the period of any delay in such party’s performance caused by a Force Majeure.

Payment & retention of title

Unless otherwise agreed, payment shall be made in accordance with the payment terms and conditions of payment indicated on the invoice and the order confirmation. Invoices are issued and dated when the orders are dispatched. All bank charges are the responsibility of the buyer.

All products not paid for in the full, including interest and delivery (if any), shall remain the property of Nuura. The buyer shall always keep such products separated from any other products held in stock and must ensure that the products can always be identified by Nuura. The buyer shall be liable to Nuura for any damage to the products until they have been paid for in full as stated above.

There will be a penalty interest of 1% per month plus administration cost of 100 DKK /15 EUR pr. reminder when payment is made after the due date. Such interest is payable without any further notice.

Pre-payment of proforma invoice is required for buyers without credit insurance. The buyer must state account number as well as the proforma invoice number on the payment.

Warranty & limitation of liability

Nuura offers a warranty against defects of manufacture and materials on standard products. The warranty shall be valid for two years from the date of delivery provided that the products are used under normal circumstances and maintained according to guidelines. Excluded from this warranty are all defects due to or caused by transport, incorrect use, inadequate maintenance, accidents, short circuits, overvoltage and/ or other faults and errors in the customer’s installations, the customer’s alterations, or repair, as well as normal wear and tear of the products.

Unless otherwise stated in these General Terms of Sales and Delivery, Nuura is not liable to the buyer for loss of production, loss of use, loss of contracts, loss of profit or for any other consequential or indirect loss whatsoever.

Notwithstanding any other provisions of these General Terms of Sales and Delivery, Nuura's maximum liability in relation to the buyer can in no event exceed the purchase price for the products sold, including any liability for damages to a third party, such as, for example, but not limited to, product liability.

Product liability

Mandatory product liability rules in force from time to time shall apply to disputes regarding product liability. Unless otherwise required by mandatory legislation, Nuura shall not be liable to the buyer for any damage or loss caused by the products, including but not limited to liability for loss of production, loss of use, loss of contracts, loss of profit or for any other consequential or indirect loss whatsoever.

Remedies

With respect to products that are defective, Nuura may choose to refund the purchase price for such products, repair such products or replace such products, always provided that it is a condition for such refund, repair or replacement that the buyer has notified Nuura about the defect within reasonable time after the buyer discovered or ought to have discovered it, and provided that such notice is given within the warranty period in accordance with the instructions in the below paragraph “Filing Complaints”.

The above remedies constitute the buyer's only remedies in respect of any defective products delivered under these General Terms of Sales and Delivery (except title).

Complaints & transport damages

In general, the buyer is always obliged to inspect the products delivered upon receipt. The inspection shall include:

a. Checking that the correct type of products has been delivered.
b. Checking that the correct quantity of the products has been delivered.
c. Ensuring that the products are of an acceptable quality.

The buyer is deemed to have accepted the products delivered unless a claim has been filed within 3 working days upon receipt in accordance with the instructions in the below paragraph “Filing Complaints”.

In case the delivery is visibly damaged, the buyer shall:

a. Inspect the entire delivery immediately.
b. Accept the delivery, but immediately note the damage on the freight documents by stating “received with reservation”.
c. Report the extent of the damages to Nuura within three (3) working days upon receipt. Claims must be filed in accordance with the instructions in the below paragraph “Filing Complaints”.

Filing complaints

Complaints shall be filed electronically by submitting the current version of “Nuura Claims Form” within the above specified deadlines. Failing to meet these requirements will entail rejection of the claim.

Return of the products

Returns are only accepted by prior written agreement. Return products shall be securely and properly packaged. Unless otherwise agreed, the buyer shall bear the transport cost and risk of any defective products returned to Nuura.

Changes in design

Prior to delivery and without prior notice Nuura reserves the right to make any changes to a product’s design that is found by Nuura to be necessary or appropriate.

Other

The buyer is not allowed to sell the products to re-sellers without written approval by Nuura.

Applicable law & venue

The parties’ contractual relationship under these General Terms of Sales and Delivery shall be governed and construed by and shall be interpreted in accordance with Danish law, without regard to the United Nations' Convention of Contracts for the International Sale of Goods (CISG). Any dispute that may arise out of the parties' contractual relationship under these General Terms of Sale and Delivery or any related event, which cannot be settled amicably, shall at Nuura's request be brought before the Copenhagen City Court.

Intellectual property rights & copyrights

Nuura retains the rights and powers it accrues on the basic of the Copyright Act and other intellectual and industrial legislation and industrial legislation and regulations relating to all products it supplies, insofar as their rights do not belong to any third party. The buyer may not have products supplied by Nuura copied elsewhere or manufacture imitations thereof that differ in only minor details from the products supplied
or become directly or indirectly involved in this.

Exclusivity is due to written agreement only. The exclusivity has a time limit. There is a minimum quantity of buying related to exclusivity.

Amendments

Nuura is entitled to modify these General Terms of Sale and Delivery at any time. Nuura shall notify the buyer of such modifications and of the date of such modification. The buyer is deemed to have accepted the modifications unless written notice of rejection is given to Nuura within 10 working days after receipt of such notice.