TERMS AND CONDITIONS
For Scanseason A/S, Company registration number 29606072,
Mosevej 9, 4700 Næstved, Denmark
Phone no.: +45 55 78 18 00
1.1 When trading with Scanseason A/S (CVR-number 29606072), the following general terms and Conditions, applies for all contracts, offers, sales and deliveries (unless a written agreement has been signed by the Buyer and Scanseason A/S).
1.2 Where Scanseason A/S’s general terms and conditions are not adequate for contracts, promotions, sales, and deliveries of graphic products (including but not exclusively printed matter, products with an individual print and specially manufactured goods) the standards of the graphic industry’s terms and conditions will apply.
1.3 In the event of a discrepancy between the Buyer’s and Scanseason AP/S terms of trading, Scanseason A/S’s general terms and conditions supersede the Buyer’s terms of trading.
1.4 Scanseason A/S’s terms and conditions, together with Scanseason A/S’s offers and order confirmations constitutes the entire contractual basis for Scanseason A/S sale and delivery of products and related services to the Buyer (“Agreement”). The Buyer’s purchase conditions printed on the orders or otherwise communicated to Scanseason A/S is not a part of the Agreement.
1.5 Amendments and supplements to the Agreement, are only applicable if the parties have made a written agreement.
1.6 Scanseason A/S reserves the right to use customer made products as a reference, for instance to be shown at trade fairs, exhibitions, and catalogs. Scanseason A/S shall receive written notice when ordering if this is not to be accepted.
2. OFFERS, ORDERS AND ORDER CONFIRMATIONS
2.1 Offers made by Scanseason A/S is based on the, at that time prevailing/applicable wages, payments and material costs, and are only binding when an order confirmation from Scanseason A/S has been received, or by the execution of the order if an order confirmation is not send.
2.2 The Buyers purchase terms (if any) are without legal effect, even though Scanseason A/S has not explicitly rejected them.
2.3 The Buyer must send orders for products or related services in a written form to the Scanseason A/S. An order has to contain the following information for each ordered product or related service: (1) Order Number, (2) Article Number, (3) Product Description, (4) Quantity, (5) Price, (6) Terms of Payment, (7) Delivery Date, (8) Delivery Address, (9) Delivery Terms.
2.4 Scanseason A/S aims to send written order confirmations or refusals of orders for products or related services to the Buyer within 3 working days after the receipt of the order. Affirmations and refusals of orders must be written to bind Scanseason A/S.
2.5 When purchasing through the web shop at www.scanseason.dk, the Buyer may disregard section 2.3, and Buyer will automatically receive an order confirmation from Scanseason A/S after placing the order.
2.6 The Buyer cannot change or modify an order of products or related services without Scanseason A/S’s written consent.
2.7 If Scanseason A/S’s order confirmation for products or related services is not consistent with the Buyer’s order or Agreement, and the Buyer does not want to accept the inconsistent conditions, then the Buyer has to contract Scanseason A/S in written form within 3 working days after receipt of the order confirmation. Otherwise, the Buyer will be bound by the order confirmation.
2.8 Repro-material, drawings, cylinder, photos, films etc., which has been developed or produced in relation with an order, will be stored at Buyer’s expense and risk, but no longer than a maximum of 5 years after the last production date.
3. PRICES AND PRICE REGULATION
3.1 If nothing else is stated, all prices, including prices specified on Scanseason A/S’s website www.scanseason.dk, are exclusive of VAT and related taxes.
3.2 The price stated on the order confirmation by Scanseason A/S is binding unless the price is obviously incorrect.
3.3 Scanseason A/S adds all orders an environment- and administration fee of DKK 29,00 excl. VAT.
3.4 Scanseason A/S reserves the right to regulate prices without notice.
3.5 Scanseason A/S reserves the right to make adjustments due to changes in wages, salaries, price increases of domestic and foreign materials and machinery, changes in currencies, changes in tariffs and quotas or taxes of any kind.
4. TERMS OF PAYMENT
4.1 Payment is made by bank transfer, unless otherwise has been explicitly agreed with Scanseason A/S in a written form.
4.2 Payment terms are stated on the invoice.
4.3 In the event of late payment by the Buyer, Scanseason A/S has the right to claim a fixed fee of DKK 310,00
4.4 In the event of late payment by the Buyer, Scanseason A/S has the right to claim late payment interest of 1.5% pr. month from the due date until payment is made, and collection fee for the forwarding of reminders and any collection costs, in the case of debt collection.
4.5 If the Buyer fails to pay an overdue invoice for products or related services within 14 days after receiving the written notice, then Scanseason A/S has, in addition to interest in accordance with 4.4, the right to (1) cancel the sale of the products and/or related services, which relates to the delayed payment, (2) cancel the sale of products and/or related services, which have not yet been delivered to the Buyer, or require prepayment for these, and/or (3) claim other remedies for breach.
4.6 The delivery will remain Scanseason A/S’s property until the entire purchase price including any interest has been paid (Retention of Title).
4.7 Buying on credit, beyond the credit mentioned in 4.2, can be accepted if it has been agreed upon in writing. In that case section 5 (below) will apply.
4.8 A prerequisite for the credit agreement in sections 4.2 and 5.1 is, that the Buyer has supplied Scanseason with: the company name and corporate form, CVR-no., address, postcode, city, phone number and bank. For personally driven companies, the Buyer also has to supply Scanseason A/S with the holder’s full name and the latest private home address.
5. BUYING ON CREDIT
5.1 Scanseason A/S can provide the Buyer with a credit payment solution if there is an explicitly written agreement between the parties.
5.2 If the Buyer is granted a credit payment solution, any change of address must be reported in writing to Scanseason A/S.
5.3 Other terms of the credit agreement has to be stated in the trading agreement contract between the Buyer and Scanseason A/S.
5.4 The delivery will remain Scanseason A/S’s property until the entire purchase price including any interest has been paid (Retention of Title).
6.1 Deliveries within Denmark depend on the value of the order:
Orders above DKK 5.000 excl. VAT are free of charge.
Orders between DKK 2.500 and DKK 4.999 excl. VAT are charged DKK 100,00 per shipment.
Orders below DKK 2.499 excl. VAT are charged DKK 175,00 per shipment.
6.2 Deliveries on pallets outside Denmark are sent Ex Works unless an explicit written agreement states otherwise. Other export orders are charged EUR30,00/DKK 225,00 per shipment.
6.3 Delivery will be made to the Buyer’s address of business, as informed to the Scanseason A/S or to a, by the Buyer specified, address if this has been agreed in writing.
6.4 Scanseason A/S reserves the right for quantity tolerance of +/- 10%, for production orders and orders for custom-made items.
6.5 Scanseason A/S reserves the right to a reasonable tolerance in terms of dimensions, width, and length, +/- 10 mm, thickness, and volume +/- 10%. However, the tolerance is +/- 25% for the quantity for production orders where the number of products in its kind is less than 25,000. Foil orders +/- 10%. Orders less than 500 kg. also have a tolerance of +/- 25% of the quantity. The right is reserved for some variation in color shades for all orders.
6.6 Scanseason A/S has the right to deliver before the agreed delivery date, unless otherwise has been agreed in writing.
6.7 In the event of delays or goods sold out, Scanseason A/S strives to inform the Buyer as soon as possible and strives to find a solution.
6.8 If an ordered product is sold out or has been discontinued, the rest of the order will be completed without this product. That is if the order contains products that are not sold out or not discontinued.
7. DELIVERY TIME
7.1 Orders placed before 14:00 will usually be delivered within 2 working days, unless otherwise has been agreed in writing (For delivery in Denmark). We can not guarantee this and therefore cannot be hold responsible, should delivery take place at a later date.
7.2 If there is an order confirmation from Scanseason A/S, the delivery date specified in the order confirmation, should be the date of delivery.
7.3 If Scanseason A/S timely delivery is prevented by circumstances as described in section 9 (force majeure), the time for timely delivery will be postponed with a period equal to the duration of the prevented circumstance. However, both parties should have the right to cancel the agreement if the preventing circumstance has lasted more than 30 days. The cancellation has to be agreed in writing and without liabilities.
7.4 If Scanseason A/S timely delivery is prevented by circumstances caused by the Buyer, the time for timely delivery will be postponed with a period equal to the duration of the prevented circumstance.
7.5 If Scanseason A/S fails to deliver products or related services within 30 days of the agreed delivery for reasons that Buyer cannot be held liable for, and delivery is not made within a reasonable limited period of at least 30 days, the Buyer may cancel the order(s) which is affected by the delay without notice, by writing to Scanseason A/S. The Buyer do not have other rights in the event of delayed delivery.
7.6 If Scanseason A/S fails to deliver specially manufactured products within 90 days of the agreed delivery for reasons that Buyer cannot be held liable for, and delivery is not made within a reasonable limited period of at least 90 days, the Buyer may cancel the order(s) which is affected by the delay without notice, by writing to Scanseason A/S. The Buyer do not have other rights in the event of delayed delivery.
8. DEFECTS AND COMPLAINTS
8.1 Upon delivery, the Buyer is obligated to immediately after receipt check the delivery, and shall in case of errors or deficiencies, with proper image documentation and description of the problem or deficiency that is found without undue delay, complain in writing to Scanseason A/S and state which remedy for defective performance, that the Buyer believes to be entitled to.
8.2 If the Buyer, in regards to visible defects or deficiencies, which has or should have been discovered at the time of delivery, fails to report and complaint as described in section 8.1, the right of or to remedy for defective performance, will be forfeited and lost.
8.3 If the delivered goods or products are defect, Scanseason A/S is entitled and obligated to, by their own choice, to make replacement, or if it is possible to repair or remediate the defect.
8.4 Any request or agreement concerning complaints can only bind Scanseason A/S if these are addressed to the company director Lars Galvit and only by sending an e-mail to the e-mail address firstname.lastname@example.org with the in section 8.1 mentioned information.
8.5 In case of visible defects on the delivered goods which have emerged during the transportation, the Buyer is obliged to notify the carrier, and also to ensure that the driver notes and acknowledges on the consignment note which damages or deficiencies have been found.
8.6 Any claim beyond what follows from section 8.3, e.g. requirements of avoidance of the contract, price reduction, compensation for both direct and indirect losses, is irrelevant for Scanseason A/S unless the Buyer proves that Scanseason A/S has acted with gross negligence.
9. PRODUCT LIABILITY
9.1 Scanseason A/S is solely responsible for personal injury and damage to the extent that it is specified by mandatory law, including Products Liability Act, Act No. 371 of 7 June 1989, with any changes according to EC Directive (ADIR 1985.374).
9.2 To the extent that Scanseason A/S may be found to have a product liability towards a third party, the Buyer has to indemnify and hold Scanseason A/S harmless to the same extent as Scanseason A/S’s liability is limited as mentioned in section 12.
10. FORCE MAJEURE
10.1 The parties obligations in accordance to these terms and conditions and in accordance to any agreement made, are only subject to fulfillment to the extent that the fulfillment of the contractual obligations are not prevented, or is made unreasonably difficult or costly to fulfill, as a result of circumstances beyond the control of the parties, and which the parties could not have predicted prior to the agreement, including, but not exhaustive: mobilization, war, embargo, blockade, riot, vandalism, terrorism, floods, energy crisis, fire, mechanical damage, epidemics, pandemics, government intervention, including import and export ban or restrictions, the creation of depositing arrangements or deposit schemes, conflicts, labor disputes, including conflicts at Scanseason A/S.
10.2 The requirement in section 10.1 shall also apply in cases of delayed, incomplete- or missing deliveries by subcontractors or sub suppliers, which is caused by circumstances mentioned in that section.
10.3 If either party wants to invoke force majeure, the party whom it concerns must without undue delay notify the other party in writing.
11. RETURN POLICY
11.1 Scanseason A/S only accepts returning of products if a written agreement has been made. A copy of the invoice shall be enclosed, and only unused and undamaged products in its original packaging can be returned and this no later than 30 days after delivery. Seasonal products cannot be returned, including but not exhaustively Christmas boxes and Christmas wrapping paper.
11.2 Goods or products which has been ordered or manufactured specially to the Buyer, cannot be returned.
11.3 The return is made at the Buyer’s expense and risk.
11.4 Buyer will be credited the full amount excluding shipping costs and handling fees.
12. DISCLAIMER AND LIMITATION OF LIABILITY
12.1 Scanseason A/S’s liability for defects and product liability is limited to the in section 8 and 9 mentioned.
12.2 Scanseason A/S’s liability to the Buyer can never exceed an amount specified on the invoice for the sold goods. This limitation of liability does not apply if Scanseason A/S has acted with intent or with gross negligence.
12.3 Regardless of any opposing terms in the Agreement, Scanseason A/S disclaim all liability for any indirect losses, including operational, time and loss in profit and also loss or decrease in goodwill.
12.4 Scanseason A/S and the Buyer are mutually obliged to inform each other of any claims raised by third parties against either party. This should be done in writing.
13.1 The Buyer must not convey, pass on, use, or enable others to use, Scanseason A/S’s trade secrets or other information regardless of its kind, that are not available to the public.
13.2 The Buyer may not by improper manner gain or attempt to gain knowledge or possession of Scanseason A/S’s trade secrets or confidential information as described in section 12.1. The Buyer should treat and store the data securely to prevent them from coming to others’ knowledge.
13.3 The Buyer’s obligations mentioned in section 12.1 to 12.2, are to be applied during- and after the termination of business, regardless of the reason for the termination.
14. INTELLECTUAL PROPERTY RIGHTS
14.1 The full ownership of all intellectual property relating to products, product samples and related services, including patents, designs, trademarks and copyrights, are the property of Scanseason A/S.
14.2 The in section 14.1 mentioned conditions applies to all products, samples and related services, including patents, designs, trademarks and copyrights, which is shown on Scanseason A/S’s website: wwww.scanseason.dk
14.3 If the delivered products infringe a third party’s intellectual property rights, then Scanseason A/S has to, at their own expense either (1) ensure the Buyer the right to continue using the infringing products, (2) modify the infringing products, so that they no longer are infringing, (3) replace the infringing products with some that does not infringe, or (4) repurchase the infringing products to the original net purchase price deducted with 15% per year since they were delivered. Buyer do not have other rights in regards to products or related services infringement of a third party’s intellectual property rights.
15. WRITTEN AGREEMENTS THAT DEVIATE FROM THESE TERMS AND CONDITIONS
15.1 Written agreements or agreements that deviates from these Terms and Conditions, which the Buyer wishes to use, must be communicated directly by the company’s director Lars Galvit on his e-mail address: email@example.com in order to be valid.
16. THE RIGHT TO SHOW PRODUCTS WITH LOGO PRINT
16.1 At Scanseason A/S we feel honored and proud of every customer that chooses us as their supplier. We therefore reserve the right to show selected customers products with logo print and use selected customers as reference. If this is not desired, the only thing needed, is to give us a notice in writing. If we are made aware of this after sales material has been published, we will make sure that it will be removed from future productions of promotional material. Scanseason A/S will relatively fast be able to remove the showed logo items or references. By accepting our terms and conditions you give consent to the above mentioned.
17. GOVERNING LAW AND JURISDICTION
17.1 Any dispute, controversy or claim arising relating to this contract, Terms and Conditions, and any subsequent amendments of, or in relation to this contract, including, but not limited to, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be decided in according to the Danish Law. However, the rules of the International Sale of Goods, “Convention on Contracts for the International Sales of Goods” does not apply unless this has been specifically agreed with international customers from outside Scandinavia.
17.2 The Copenhagen City Court, (Københavns Byret), shall serve as jurisdiction for any dispute which may arise in relations to trade or business between the Parties.
18. PERSONAL DATA (GDPR)
In order, to be able to register and process the Buyers order, Scanseason A/S needs the following information:
Company name, company number, company address, contact person, phone number, e-mail for invoice
The Buyers data will be kept in Scanseason A/S systems for five years. Hereafter they will be deleted. Scanseason A/S work with other companies who store and handle some of the Buyer’s data. The companies solely handle the data on behalf of Scanseason A/S and are not allowed to use the Buyers data for their own purposes.
Scanseason A/S only works with data processors in EU countries or in countries which can provide sufficient protection of the Buyers data.
The data controller in Scanseason A/S is CFO Lene Heede Sørensen.
The buyer has the right to know which information Scanseason A/S has stored. If the Buyer believes that the information is inadequate, the Buyer has the right to get the information corrected. In some situations, Scanseason A/S is obliged to delete the Buyers data within the five years. This if the data is no longer relevant and/or not legally regulated.
If the Buyer believes that data is not handled according to the law, the Buyer can contact Scanseason A/S at firstname.lastname@example.org.