1. How to use
1.1 Application. General terms and conditions of sale and delivery (the “Terms”) apply to all agreements on Audiovox’s, CVR number 42424676, (the “Company”) sale and delivery of products, spare parts and related services to business customers.
2. Basis of agreement
2.1 Basis of agreement. Together with the Company’s offers and order confirmations, these terms and conditions constitute the entire contractual basis for the Company’s sale and delivery of products, spare parts and related services to the customer (the “Contractual Basis”). The customer’s purchasing conditions printed on orders or otherwise communicated to the Company shall not form part of the Contractual Basis.
2.2 Amendments and supplements. Amendments and supplements to the Contractual Basis shall only be valid if the parties have agreed to them in writing.
2.3 Legal status. Each party shall immediately notify the other party if the party changes its legal status, enters into bankruptcy or reorganization proceedings or voluntary liquidation.
3. Products, spare parts and services
3.1 Products and spare parts. Products and spare parts that the Company sells and delivers to the customer are new and comply with Danish legislation at the time of delivery. The Company sells and supplies spare parts for a product for at least 24 months after it has been delivered to the customer.
3.2 Services. Associated services that the Company sells and delivers to the customer in connection with the sale and delivery of products or spare parts such as customizations are carried out in a workmanlike manner and comply with Danish law at the time of delivery.
3.3 Personal customizations. It is emphasized that all orders are personalized, which is why there is no right of return when placing an order.
3.4 Limitation of liability. Products, spare parts and related services that the Company sells and delivers to the customer are intended as hearing protection and earplugs and for use in Denmark. Regardless of any contrary terms in the Contractual Basis, the Company is in no case liable for loss or damage attributable to use for other purposes or for use outside Denmark. The customer shall indemnify the Company to the extent that the Company may be liable for such loss or damage.
4. Price and payment
4.1 Price. The price for products, spare parts and related services shall follow the Company’s current price list sent to the Customer at the time when the Company confirms the Customer’s order, unless the parties have agreed otherwise in writing. All prices are exclusive of VAT.
4.2 Payment. The Customer shall pay all invoices for products, spare parts or related services no later than the date on which the invoice is due, unless the parties have agreed otherwise in writing.
5. Late payment
5.1 Interest. If the customer fails to pay an invoice for products, spare parts or related services on time for reasons for which the Company is not responsible, the Company shall be entitled to interest on the overdue amount at 2% per month from the due date until payment is made.
6. Offers, orders and order confirmations
6.1 Quotations. The Company’s offer is valid for 10 days from the date of the offer, unless otherwise stated in the offer.
6.2 Orders. The Customer shall send orders for products, spare parts or related services to the Company in writing. An order must contain the following information for each product, spare part or service ordered: (i) Order number, (ii) Item number, (iii) Item description, (iv) Quantity, (v) Price, (vi) Payment terms, (vii) Delivery date, (viii) Delivery address, and (ix) Delivery terms.
6.3 Order Confirmations. The Company will endeavor to send confirmation or rejection of an order for products, spare parts or related services to the customer in writing within 1 working day of receipt of the order. Confirmations and refusals of orders must be in writing to bind the Company.
6.4 Change of orders. The customer may not change an order placed for products, spare parts or related services without the Company’s written acceptance.
6.5 Conflicting terms. If the Company’s order confirmation for products, spare parts or related services does not match the customer’s order or the Contractual Basis, and the customer does not wish to accept the conflicting terms, the customer must notify the Company in writing within 2 working days of receipt of the order confirmation. Otherwise, the customer shall be bound by the order confirmation.
7.1 Delivery time. The Company shall deliver all sold products, spare parts and related services at the time stated in the Company’s order confirmation, typically 3-4 weeks after the imprint has been made. The Company is entitled to deliver before the agreed delivery time, unless the parties have agreed otherwise.
7.2 Examination. The customer shall inspect all products, spare parts and related services upon delivery. If the customer discovers a fault or defect that the customer wishes to invoke, it must immediately notify the Company in writing. This is done by completing a complaint form which can be found on the Company’s website. If an error or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later.
7.3 Invoicing. Invoices are sent upon dispatch of goods from the Company.
8. Delayed delivery
8.1 Notification. If the Company expects a delay in the delivery of products, spare parts or related services, the Company will inform the customer of this and at the same time state the reason for the delay and a new expected delivery time.
8.2 Cancellation. The purchase cannot be rescinded as it is customized.
9. Warranty and guarantee
9.1 Warranty. The Company warrants that products, spare parts and related services are free from material defects in design, materials and workmanship for 6 months after delivery. For parts that are replaced under warranty, the warranty period is 6 months from replacement, up to a maximum of 12 months from original delivery.
9.2 Exclusions. The Company’s warranty does not cover wear parts and defects caused by: (i) ordinary wear and tear, (ii) storage, installation, use or maintenance contrary to the Company’s instructions or common practice, (iii) repair or modification by anyone other than the Company, and (iv) other conditions for which the Company is not responsible.
9.3 Notice. If the customer discovers a fault or defect during the warranty period which the customer wishes to invoke, it must immediately notify the Company in writing, cf. clause 7.3. If a fault or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be invoked later. The customer shall provide the Company with the information about a notified error or defect that the Company requests.
9.4 Investigation. Within a reasonable time after the Company has received notification from the customer of a fault or defect and has investigated the claim, the Company shall inform the customer whether the fault or defect is covered by warranty. The customer shall send defective parts to the Company upon request. The customer shall bear the cost and risk of parts during transportation to the Company. The Company shall bear the cost and risk of parts during transportation to the customer if the fault or defect is covered by warranty.
9.5 Remedy. Within a reasonable time after the Company has notified the customer in accordance with clause 9.4 that a fault or defect is covered by warranty, the Company shall remedy the fault or defect by: (i) replacing or repairing defective parts, or (ii) sending parts to the customer for the customer’s own replacement or repair.
9.6 Termination. If the Company fails to remedy a fault or defect covered by warranty within a reasonable time after the Company has notified the customer under clause 9.4, for reasons for which the customer is not responsible, and the fault or defect is not remedied within a reasonable period of at least 4 weeks, the customer may cancel the order or orders affected by the fault or defect without notice by written notice to the Company. The customer shall not have any other rights in connection with errors or defects in products, spare parts or related services than those expressly stated in clause 9.
10.1 Liability. Each party is liable for its own acts and omissions in accordance with applicable law, subject to the limitations set out in the Contractual Basis.
10.2 Product liability. The Company shall be liable for product liability with respect to delivered products and spare parts to the extent that such liability follows from mandatory legislation. The customer shall indemnify the Company to the extent that the Company may incur product liability in addition to this.
10.3 Limitation of liability. Regardless of any contrary terms in the Contractual Basis, the Company’s liability to the customer cannot per calendar year in total exceed 100% of the sales of products, spare parts and related services that the Company has net invoiced to the customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
10.4 Indirect Losses. Notwithstanding any contrary terms in the Contractual Basis, the Company shall not be liable to the customer for indirect losses, including loss of production, sales, profit, time or goodwill, unless caused intentionally or grossly negligent.
10.5 Force majeure. Notwithstanding any contrary terms in the Contractual Basis, the Company shall not be liable to the customer for failure to fulfill obligations that can be attributed to force majeure. The exemption from liability shall continue for as long as the force majeure exists. Force majeure shall be deemed to be circumstances that are beyond the Company’s control and that the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flooding, vandalism and industrial disputes.
11. Intellectual property rights
11.1 Ownership. The full ownership of all intellectual property rights relating to products, spare parts and related services, including patents, designs, trademarks and copyrights, belongs to the Company.
12.1 Disclosure and Use. The Customer shall not disclose or use or enable others to use the Company’s trade secrets or other information of any kind that is not in the public domain.
12.2 Protection. The customer shall not improperly obtain or attempt to obtain knowledge of or access to the Company’s confidential information as described in clause 12.1. The customer shall handle and store the information securely to prevent it from inadvertently becoming known to others.
12.3 Duration. The customer’s obligations under clauses 12.1-12.2 apply during the parties’ business relationship and without time limit after the termination of the business relationship, regardless of the reason for the termination.
13. Processing of personally identifiable information
13.1 Processing. The Company processes personal data in due observance of the General Data Protection Regulation and the Data Protection Act. Information about the Customer’s name, e-mail, telephone number, etc. is only used in connection with the Customer’s order, communication with the Customer.
13.2 The rights of the data subject. The company complies with the data subjects’ rights (including the right of access, rectification, erasure, restriction of processing, objection, data portability, complaint and the right not to be subject to a decision based solely on automated processing, including profiling).
13.3 Storage and disclosure. The Company stores the data for as long as necessary for the purpose for which the data is processed. The Company does not disclose, sell or otherwise transfer information to third parties unless the Customer has given consent.
13.4 Contact. If the Customer wants information about what data is being processed, to have data deleted or corrected, the Customer can contact us via email@example.com.
14. Applicable law and jurisdiction
14.1 Applicable law. The parties’ trade is in all respects subject to Danish law.
14.2 Venue. Any dispute that may arise in connection with the parties’ trade shall be settled by a Danish court.