These general sale & delivery terms shall be in effect for any agreement entered into between Cube Design A/S (hereinafter Cube Design) and its customers (hereinafter Buyer), unless the parties specifically agree otherwise in writing.
An agreement has only been entered into when Cube Design has issued an order confirmation, invoice or other corresponding written agreement, and the conditions specified therein shall form the basis of the agreement. All prices indicated in the price list are specified excluding packaging, including for example pallets and containers, and also excluding taxes, VAT and other duties. Cube Design reserves the right to regulate the indicated prices without prior notice, in the event of an increase in the price of raw materials, production costs, transport expenses, packaging or other sudden changes to the cost levels. All agreements are thus entered into on the basis of the prices that apply at the time the order is received.
The basis of the agreement is constituted by the information specified in the order confirmation, invoice or other corresponding agreement, including in relation to price, materials, conditions, etc., since other information can only be regarded as a guideline and if necessary will be rectified at the time the agreement is entered into. Unless otherwise expressly stated in the written agreement, the goods are sold with the intended purpose of normal and ordinary use.
Payment shall be made in accordance with the payment terms specified on the invoice, which as a general rule means that the payment must be carried out in cash no later than 30 days of the invoice date (“Net 30”), unless otherwise specifically agreed. The Buyer is not entitled to withhold any part of his payment and may not otherwise fulfill his liabilities through set-offs or similar. In case of delayed payment, Cube Design is entitled to charge interest at a rate of 2% for each month or part of a month and, depending on the circumstances, may also fully or partially postpone subsequent deliveries, establish special payment terms or also,if necessary, terminate agreements with the respective party. Cube Design will send all invoices by email.
Cube Design will retain the right of ownership of all goods that are specified in the invoice or other corresponding written agreement, until the full purchase price has been paid. The Buyer is required to keep the goods fully insured until the purchase price has been paid, just as the Buyer in this period is liable toward Cube Design for any damage that the goods may incur. Cube Design is entitled to inspect the goods at any time.
Cube Design delivers to the distributor’s warehouse, cf. applicable distributor agreement. Delivery to the end user or to a different location will only occur following an agreement.
Customs duties and local customs clearance charges are settled betweeb the distributor and forwarding agent.
When receiving the goods, they must be inspected before signing the consignment note. Signing the consignment note means that the goods have been received and are undamaged. Damage to the goods must be noted on the consignment note and confirmed by the driver.
If the Buyer would like to cancel the agreement, then this can take place within 2 (two) days after the order confirmation has been issued, providing that manufacturing/shipping/delivery of the goods has not yet commenced. Such a cancellation will incur a charge of 5% of the purchase price as well as any additional losses that Cube Design may incur due to the cancellation. After this point, the agreement may not be cancelled.
Standard goods can only be returned in their original packaging and only by agreement. In case of a return, 25% of the price will be deducted or 50% if repackaging is necessary.
Specially produced goods cannot be returned.
The confirmed delivery time is only a suggested deadline, since Cube Design is entitled to implement changes or to temporarily postpone delivery due to appropriate scheduling of the delivery of goods and administration.
Cube Design cannot be held liable for any losses incurred by the Buyer due to a changed or postponed delivery time. The Buyer cannot terminate the agreement due to a delivery delay caused by Cube Design, unless the delay exceeds 3 (three) months. The Buyer cannot claim compensation due to a delay on behalf of Cube Design.
If the Buyer realises that he is unable to receive the goods on the agreed day or that a delay on his part is likely, then he must immediately notify Cube Design in writing and indicate the reason for the delay and, to the extent possible, indicate the time when it is estimated that the goods can be received. Regardless of whether the Buyer fails to receive the goods at the agreed time, he is obliged to pay any payments pertaining to the delivery as if delivery of the respective goods had taken place. Cube Design shall ensure that the goods are stored at the Buyer’s risk and expense. Upon request of the Buyer, Cube Design shall insure the goods at the Buyer’s expense. Cube Design is entitled to demand in writing that the Buyer receives the goods within a deadline of 15 days. If the Buyer fails to do this within the deadline due to reasons for which Cube Design is not responsible, then Cube Design is entitled to notify the Buyer in writing that the agreement is terminated for the portion of the goods that were ready for delivery and that were not received due to the Buyer’s delay. Cube Design is then has the right to compensation for the damages caused by the Buyer’s breach of contract.
Cube Design is only responsible for deficiencies in the sold goods if these are caused by the materials used or the workmanship. In particular, Cube Design is thus not responsible for conditions caused by incorrect or abnormal use or storage, including in relation to climate and temperature conditions and also in relation to Cube Design’s instructions.
When the risk for the goods has been transferred to the Buyer, Cube Design can only be held liable for faults and deficiencies to the extent that is indicated in this provision.
The Buyer is obliged to carry out a detailed inspection of the goods immediately after reception. Complaints regarding deficiencies and/or visible transport damage that is, or should have been, detected during this inspection shall be specified on the consignment note, which must be immediately returned so that Cube Design is promptly informed of this. Any complaints regarding “non-visible” transport damage must be received by Cube Design no later than 7 (seven) days after the delivery date, and similarly, complaints regarding any other realised deficiencies must in all cases be forwarded no later than 7 (seven) days after they have been, or should have been, discovered. If the complaint is not submitted on time in accordance with this provision, then right to make a claim in relation to any deficiencies shall be void.
A complaint must be in writing and contain a specific description of the deficiency with associated photo documentation, or alternatively, it must include the deficient component/goods. Cube Design is required to rectify all deficiencies caused by faults in construction, materials or manufacturing by performing repairs or replacing the goods in accordance with the points below, however Cube Design is not liable for compensation due to the following: minor problems, colour differences, strong or weak growth rings in the wood and growth lines in leather, since these are a sign of genuineness and cannot be regarded as deficiencies.
In case of deficiencies for which Cube Design is liable, the Buyer is not entitled to make any other claim beyond replacement of the product, which will take place at no expense to the Buyer. The Buyer is thus, in particular, not entitled to cancel the deal or to demand a proportional discount, compensation or repayment, unless the realised deficiency is due to gross negligence or intent on the part of Cube Design. However, Cube Design can under no circumstances be held liable for operational losses, lost profits, time-sensitive losses or other indirect losses that the Buyer may have incurred.
The deficient goods belong to Cube Design and must be returned to Cube Design upon request. As a general rule, the Buyer bears the costs and risk associated with this transport. Unless Cube Design has expressly agreed to be responsible for the sold goods for a longer period of time, Cube Design can under no circumstances be held liable for faults and deficiencies that have not been reported in writing within 2 (two) years after delivery to the Buyer.
The Buyer shall compensate and indemnify Cube Design for any compensation claims from a third party due to damages for which Cube Design is not liable towards the Buyer.
Cube Design is liable in damages resulting from defective products, pursuant to the provisions in Act no. 371 of 7 June 1989 (the Danish Products Liability Act). The liability to pay damages may not exceed DKK 50,000, and Cube Design can under no circumstances be held liable for operational losses, lost profits, time-sensitive losses or other indirect losses.
The Buyer must immediately inform Cube Design of any cases where a third party has initiated legal proceedings or otherwise made a claim due to damages caused by products produced by Cube Design.
Cube Design reserves the right to, without prior notice, carry out whatever changes to the design,etc. of the products is deemed necessary. Similarly, Cube Design reserves the right to change colours in connection with fabrics, linoleum and laminate. In such cases, notification of significant changes will be sent to the Buyer prior to delivery.
If Cube Design fails to exercise or assert one of the rights that it has in relation to these terms, then this shall not be regarded as a renunciation of said right on the part of Cube Design. Nor shall it prevent such a right to be exercised or asserted at a later point.
Any dispute that may arise in connection with fulfillment of the agreement entered into in relation to the present sale and delivery terms as well as any condition associated therewith must be settled by Sø- og Handelsretten (the Maritime and Commercial High Court) in Copenhagen. Any dispute must be settled in accordance with Danish law, more specifically Act no 237 of 28 March 2003 (the Sale of Goods Act), to the extent that this has not been deviated from above.