Terms and conditions for business purchases
Terms and conditions of sale and trade apply to customers with a cvr.nr.
1. Application
Application. General terms and conditions of sale and delivery (the “Terms”) apply to all agreements Regulator Complete ApS, CVR number 33963394, (the “Company”) sale and delivery of products and related services to business customers.
2. Basis of agreement
2.1 Basis of Agreement . The Terms and Conditions, together with the Company’s offers and order confirmations, constitute the entire basis of agreement for the Company’s sale and delivery of products and related services to the Customer (the “Agreement”). The Customer’s purchasing conditions printed on orders or otherwise communicated to the Company do not form part of the Agreement.
2.2 References We refer to DAKOFOS general terms and conditions of sale and delivery .
2.3 Amendments and supplements . Amendments and supplements to the Basic Agreement are only valid if the parties have agreed to them in writing.
2.4 Legal status . Each party must immediately notify the other party if the party changes its status as a legal entity, is subject to bankruptcy or reorganization proceedings or is voluntarily wound up.
3. Products and services
3.1 Products . Products that the Company sells and delivers to the customer are new and comply with Danish legislation upon delivery.
3.2 Services . Associated services that the Company sells and delivers to the customer in connection with the sale and delivery of products such as feeding plans are carried out in compliance with Danish legislation upon delivery.
3.3 Limitation of Liability . Products and related services that the Company sells and delivers to the customer are intended for the feeding and care of horses. Notwithstanding any contrary terms in the Agreement, the Company shall in no event be liable for loss or damage attributable to use for any other purpose. The customer shall indemnify the Company to the extent that the Company is liable for such loss or damage.
4. Price, payment and discount
4.1 Price . The price for products and related services follows the Company's current price list at the time 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 must pay all invoices for products or related services net in cash, unless the parties have agreed otherwise in writing.
4.3 Discount for retailers . Customers registered with the Danish Veterinary and Food Administration as retailers of animal feed are entitled to a retailer's profit. The profit is a discount on the recommended retail price. The discount rate is agreed individually and in writing.
4.4 Discount Stud farms and stables . Stables and stud farms can enter into annual agreements that include a quantity discount scheme. The discount is on the current indicative retail price list. The agreement is individual and confirmed in writing.
5. Late payment
5.1 Interest . If the customer fails to pay an invoice for products or related services on time for reasons for which the Company is not responsible, the Company is entitled to interest on the amount due at the rate of 1% per month from the due date until payment is made.
5.2 Cancellation . If the customer fails to pay a due invoice for products or related services no later than 14 days after receiving a written demand for payment from the Company, the Company has, in addition to interest according to clause 5.1 right to:
- cancel the sale of the products and/or related services to which the delay relates,
- cancel the sale of products and/or related services that have not yet been delivered to the customer, or require prepayment for them, and/or
- exercise other remedies for breach.
6. Offers, orders and order confirmation
6.1 Offers. The Company's offer is valid for 14 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of an offer received by the Company after the expiry of the acceptance period is not binding on the Company, unless the Company informs the customer otherwise.
6.2 Orders . Customer must submit orders for products or related services to the Company in writing. An order must contain the following information for each product 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 aims to send confirmation or rejection of an order for products or related services to the customer in writing no later than 3 business days after receipt of the order. Confirmations and rejections of orders must be in writing to be binding on the Company.
6.4 Changing orders . The Customer may not change a placed order for products or related services without the Company's written acceptance.
6.5 Inconsistent Terms . If the Company's confirmation of an order for products or related services does not match the customer's order or the Agreement, and the customer does not wish to accept the inconsistent terms, the customer must notify the Company in writing no later than 5 business days after receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.
7. Delivery
7.1 Delivery conditions . The company delivers all products sold Incoterms 2020 EXW, unless otherwise agreed in writing. Orders for full EURO pallets (30 bags of 20 kg) are delivered free of charge.
7.2 Delivery time . The Company delivers all sold products and related services at the time stated in the Company's order confirmation. The Company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.
7.3 Examination . The Customer must examine all products and related services upon delivery. If the Customer discovers a fault or defect that the Customer wishes to claim, it must be immediately notified in writing to the Company. 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 subsequently claimed.
8. Delayed delivery
8.1 Notification . If the Company expects a delay in the delivery of products or related services, the Company will inform the customer thereof and at the same time provide the reason for the delay and a new expected delivery time.
8.2 Cancellation . If the Company fails to deliver products or related services within 8 working days of the agreed delivery time for reasons for which the Customer is not responsible, and delivery does not take place within a reasonable period of at least 8 days, the Customer may cancel the order(s) affected by the delay without notice by giving written notice to the Company. The Customer has no other rights in connection with delayed delivery.
9. Warranty
9.1 Warranty . The company guarantees that feed products contain what is stated on the product sheet for the feed product. There is no warranty period on feed products.
Other products and related services are free from material defects in design, materials and workmanship for 12 months after delivery. For parts replaced under warranty, the warranty period is 6 months from the replacement, but a maximum of 18 months from the original delivery.
9.2 Shelf life . The company guarantees that feed products delivered to the Customer have a minimum shelf life of 3 months until the best before date printed on the packaging.
9.3 Exclusions . The Company's warranty covers defects or deficiencies resulting from: (i) normal wear and tear, (ii) storage, installation, use or maintenance contrary to the Company's instructions or common practice, (iii) repair or modification performed by anyone other than the Company, and (iv) other matters for which the Company is not responsible.
9.4 Notification . If the customer discovers a defect or deficiency during the warranty period that the customer wishes to claim, it must be notified in writing to the Company immediately. If a defect or deficiency that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later. The customer must provide the Company with the information about a reported defect or deficiency that the Company requests.
9.5 Investigation . Within a reasonable time after the Company has received notification from the Customer of a defect or deficiency and has investigated the claim, the Company will notify the Customer whether the defect or deficiency is covered by warranty. The Customer shall, upon request, send defective parts to the Company. The Customer shall bear the cost and risk of parts during transport to the Company. The Company shall bear the cost and risk of parts during transport to the Customer if the defect or deficiency is covered by warranty.
9.6 Remediation . Within a reasonable time after the Company has given notice to the customer pursuant to clause. 9.4 that a defect or deficiency is covered by warranty, the Company will remedy the defect or deficiency by: (i) replacing or repairing defective parts, or (ii) sending parts to the customer for the customer's own replacement or repair.
9.7 Termination . If the Company fails to remedy a defect or deficiency covered by the warranty within a reasonable time after the Company has given notice to the customer pursuant to clause. 9.4, for reasons for which the customer is not responsible, and the error or defect has not been remedied within a reasonable period of at least 14 working days, the customer may cancel the order(s) affected by the error or defect without notice by written notice to the Company. The customer has no other rights in connection with errors or defects in products or related services than those expressly stated in clause 9.4. 9.
10. Responsibility
10.1 Liability . Each party is liable for its own acts and omissions under applicable law, subject to the limitations set out in the Agreement.
10.2 Product liability . The Company is liable for product liability with respect to delivered products to the extent that such liability results from mandatory legislation. The Customer shall indemnify the Company to the extent that the Company may incur product liability in addition thereto.
10.3 Limitation of Liability . Notwithstanding any contrary terms in the Agreement, the Company's liability to the customer may not exceed 50% of the sales of products and related services that the Company has invoiced net to the customer in the immediately preceding calendar year in total. 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 Agreement, the Company is not liable to the customer for indirect losses, including loss of production, sales, profits, time or goodwill, unless caused intentionally or with gross negligence.
10.5 Force majeure . Notwithstanding any contrary terms in the Agreement, the Company is not liable to the customer for failure to fulfill obligations that may be considered force majeure. The exemption from liability exists as long as force majeure exists. Force majeure is considered to be circumstances that are beyond the Company's control and that the Company should not have foreseen when entering into the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and labor disputes.
11. Intellectual property rights
11.1 Ownership . The full ownership of all intellectual property rights relating to products and related services, including patents, designs, trademarks and copyrights, belongs to the Company.
11.2 Infringement . If delivered products infringe third party intellectual property rights, Company shall, at its own expense: (i) secure for Customer the right to continue using the infringing products, (ii) modify the infringing products so that they no longer infringe, (iii) replace the infringing products with non-infringing products, or (iv) buy back the infringing products at the original net purchase price. Customer shall have no other rights in connection with the infringement of third party intellectual property rights by products or related services.
12. Confidentiality
12.1 Disclosure and Use . The Customer may not disclose or use or enable others to use the Company's trade secrets or other information of any kind that is not publicly available.
12.2 Protection . The Customer may not improperly obtain or attempt to obtain knowledge of or access to the Company's confidential information as described in clause 12.2. 12.1. The customer must handle and store the information carefully to prevent it from inadvertently coming into the knowledge of others.
12.3 Duration . The customer's obligations under clause 12.1-12.2 applies during the parties' trade and without time limit after the termination of the trade, regardless of the reason for the termination.
13. Processing of personally identifiable information
13.1 Processing . The Company processes personal data in due compliance with the General Data Protection Regulation and the Act. Information about the Customer's name, e-mail, telephone number, etc. is used solely in connection with the Customer's order, communication with the Customer about the Company's products, services and activities. The Customer accepts both e-mail and traditional mail from the Company.
13.2 Rights of the data subject . The company complies with the rights of the data subject (including the right to 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 information for as long as is necessary for the purpose for which the information 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 wishes to obtain information about which data is being processed, to have data deleted or corrected, the Customer may contact in writing:
Regulator Completet ApS
Sofienlundvej 16A
7560 Brain
Denmark
info@regulatorcomplete.com
14. Applicable law and venue
14.1 Governing Law. The parties' trade is in all respects subject to Danish law.
14.2 Jurisdiction . Any dispute that may arise in connection with the parties' trade shall be settled by a Danish court.
The terms and conditions were updated on December 15, 2021.
