General Terms and Conditions
of Sale and Delivery (Commercial)
1 Scope and purpose
These general terms and conditions of sale and delivery applies to NorthQ ApS’s (“NorthQ”) sale of goods to a merchant (”the Customer”). NorthQ can refuse to deliver, if the Customer does not accept these general terms and conditions.
Employees of NorthQ are not authorized to make any oral agreements, which extend or deviate from these general terms and conditions.
2 Contact and company information
The Company’s corporate name, address and other contact information are:
Bryggervangen 19, 2.sal
2100 København Ø
Company registration no.: 31048850
Tlf.: +45 70271818
NorthQ’s customer service:
Tlf: +45 70271827
3 Technical information and guidance etc.
Product information, illustrations, specifications and technical data in brochures, data magazines, presentations on NorthQ’s website and other places, are only instructive information, and NorthQ reserves the right to deliver the product of the day. NorthQ is not responsible for any error of information about the products drafted by other than NorthQ.
Information by NorthQ is only binding when individual written warranty has been offered as part of the delivery. The Customer is solely responsible for choosing a product and the compatibility with the Customer’s specific needs.
NorthQ or its suppliers reserve the right to make changes in special agreed specifications, if so can be done without disadvantages for the Customer.
Delivery will happen according to those by NorthQ informed prices. Prices are the price of the day, and NorthQ may change these continually, but not in regard to already ordered products.
Product prices are in DKK exclusive VAT, unless otherwise agreed in writing. Changes in public fees after sending order confirmation are of no concern to NorthQ and must be paid by the Customer. The Customer is responsible for VAT, fee and other charges, when delivery is made outside of the European Union.
Prices are informed as AB NorthQ’s address, and the Customer pays all shipment costs.
Potential discounts will lapse if payment is not due cf. clause 6.
Payment must be done in accordance with the order confirmation or invoice. Unless otherwise set out in the order confirmation or invoice, payment is due by delivery and due date appears on the invoice. NorthQ is entitled to investigate the Customer’s creditworthiness, and collect information about persons, who by the Customer is authorized to purchase etc. When due date is exceeded the Customer must pay interest of 2 % per month of the due balance from last timely pay date and until payment. NorthQ is entitled to charge a debt collecting fee of DKK 100 per reminder of payment.
If payment is delayed, NorthQ is entitled to withhold other orders from the Customer, which has not been delivered yet. NorthQ is furthermore entitled to obstruct the delivery of already shipped products and cancel former offers and/or order confirmations until the Customer has paid any overdue payments and potential interest. No matter other payment terms have been agreed, NorthQ is entitled to make any future delivery conditional on payment in cash or security, if the Customer does not pay timely.
If delivery has been postponed due to circumstances attributable to the Customer, time of payment will not change.
The Customer may not set off any payment against claims from other legal matters, and the Customer may not withhold or refuse payment due to late performance, right to complain, or counterclaims regarding the specific shipment.
Until NorthQ has received full payment including any outlay, extra charge or interests, NorthQ retains the ownership of the products (retention of title). The Customer must until termination of retention of title hold the products safe and separate for identification.
Shipment happens from NorthQ’s address, regardless if NorthQ’s employees or a third party by separate agreement with the customer, delivers products to the Customer. The Customer is passed the risk of the product, at the time when the product is at the Customers disposal at NorthQ’s address or has been turned over to a carrier. Delivery will happen on the Customer’s risk and account. If delivery cannot happen due to circumstances of the Customer, the products are kept on the Customers risk and account at NorthQ’s or third party’s stock. NorthQ may charge rent and cover any expenses etc.
An announced delivery time is an estimate and not binding for NorthQ, unless fixed delivery time is explicitly specified in the agreement. Is fixed delivery time explicitly agreed, NorthQ may prolong with up to 10 working days from the time when the fixed delivery time expires.
If the Customer chooses to avoid the agreement because of NorthQ’s late performance, the Customer is only entitled to refunds from the specific delivery, and is not entitled to refund of any other delivery. The Customer cannot maintain any other remedy for breach of contract, and thus cannot claim any kind of damages, including loss of profit, collateral damages or any other indirect loss.
If NorthQ’s late performance is caused by circumstances of which the Customer is responsible, the delivery date is postponed with the number of days corresponding with the circumstances. If additional costs incur, due to the late performance of the Customer, NorthQ is entitled to charge the Customer, for the original staff and the extra resources made necessary by the Customer’s late performance. NorthQ may also charge the Customer for any additional expenses caused by long delivery.
NorthQ reserves the right for sold out products or price errors. The Customer will be informed about this immediately after an order is made.
7 Right to refusal
After delivery the Customer must immediately and no later than seven days after delivery, make such investigations of the product, as must be expected in the business including inspection of the product for any lack of conformity. The Customer must immediately and no later than eight days after discovering of a lack of conformity, inform NorthQ in writing about the lack of conformity and attach a copy of the invoice. If the Customer discovers a lack of conformity, and does not inform NorthQ timely and according to the above, the lack of conformity is no longer valid.
If the Customer has not within six months after delivery made a lack of conformity known to NorthQ, the Customer can no longer make it valid. For parts that have been replaced or fixed, NorthQ will have the same obligations, as for the original product, for six months, but never longer than nine months after the original delivery. If the product was already used or a “special deal” etc. the timeframe is reduced to three months.
NorthQ’s liability for errors or lack of conformity is always limited to NorthQ’s choice between delivery of substitute goods, remedy or proportional reduction of price. The Customer cannot claim any other remedy for breach of contract.
Changes or other alterations to the product without NorthQ’s written consent, releases NorthQ from any obligation.
When receiving a product, the Customer must immediately announce in writing any complaint regarding shipment damage to the carrier, or if the damage is not ascertainable by delivery, within 7 days after delivery.
8 Return and refund
Products can only be returned after written agreement. Software and specially ordered products can never be returned. The Customer is obligated to pay all expenses regarding an agreed return, including shipment, which will happen at the Customer’s risk. The Customer is liable for the product until NorthQ in writing has confirmed delivery of the product without lack of conformity.
In case of agreed return or when the Customer is entitled to claim the agreement avoided, remedy or delivery of substitute goods, the products must be returned in original packaging, and on the Customer’s risk and account. If NorthQ is imposed with any shipment expenses etc., NorthQ is entitled to demand a refund from the Customer.
The Customer must in any case follow NorthQ’s guidelines for returning of products.
NorthQ warrants the conformity of the products for a period of two years after the delivery of the products. To the extent it is possible, NorthQ passes on potential supplier warranties to the Customer, but undertakes no personal responsibility for these warranties. Thus the Customer can make no such warranties applicable towards NorthQ.
10 Product liability
NorthQ is solely liable for products in accordance with the mandatory rules of the product liability act (in Danish: Produktansvarsloven). NorthQ is in no other way responsible for product damages. If the Customer becomes aware of any damages, or a potential risk, as a result of any of NorthQ’s products, the Customer must immediately inform NorthQ. To the extent NorthQ shall be deemed liable to any third party, the Customer shall indemnify NorthQ. In this case the parties are obligated to accept third party’s jurisdiction.
11 Limitation of liability
NorthQ is not liable for a) late performance, b) annulment of order, c) infringement of third party rights.
No matter on which ground a claim is raised, and no matter the degree of negligence, NorthQ is not liable for indirect loss or collateral damages i.e. loss of performance, loss of profit, loss of data or cost to re-establishment of so, loss of goodwill, misrepresentation of messages, loss of expected cost reduction etc. NorthQ’s liability for any loss or damage is limited to the amount paid by the Customer for the product, from which the claim originates. No matter the size of payment and the degree of negligence, NorthQ’s total liability for damages is maximum DKK 100.000.
12 Force majeure
After completion of the contract, NorthQ is not liable, if circumstances occur that obstruct or delays NorthQ’s performance of the contract. These circumstances could be: war, mobilization, rebellion and riots, terror, natural disaster, strike, lockouts, virus, hacking, public injunction, or other circumstances of which NorthQ has no control.
13 Personal data
14 Assignment of rights and obligations
NorthQ is entitled to assign all rights and obligations according to these terms and conditions to a third party.
If any part of these terms and conditions should be considered unlawful or invalid, the remaining part of these terms and conditions will not be affected and still be considered valid and forceful.
Any dispute between NorthQ and the Customer must be settled according to Danish law. All disputes must as far as possible be settled out of court. If a dispute cannot be settled out of court, the dispute shall be subject to the jurisdiction of the Danish Maritime and Commercial Court, or the venue of NorthQ.