Terms of sale and delivery for trade with VisionLine ApS (CVR.NR. 27 23 48 28)
These conditions for delivery of hardware, etc. are valid until they are changed in writing by VisionLine ApS. Reservations are made for printing errors and the like.
These conditions apply if no agreement has been entered into in writing between VisionLine ApS and the buyer. The conditions will thus also apply in relation to other agreements, e.g. rent, leasing and service agreements between the same parties, even if a purchase has not been made.
VisionLine ApS distribution network and delivery agreements may result in the buyer receiving products from a non-VisionLine ApS owned address/location with a delivery note from this sender. Even if the delivery note should contain terms of sale and delivery that are not in accordance with these conditions, these conditions shall continue to apply in the relationship between VisionLine ApS and the buyer.
The buyer's own delivery and purchase conditions do not entail any obligations for VisionLine ApS, unless VisionLine ApS has given its written consent to these. The buyer declares when placing his order to be a trader.
- Offer, acceptance and order confirmation1.1
If a written offer is submitted, this is only binding on VisionLine ApS if this is accepted within 14 days from the stated date in VisionLine ApS's offer or within the shortest acceptance deadline that may have been specified.
1.2 If VisionLine ApS's order confirmation deviates from the buyer's order by addition, restriction, or reservation, and the buyer will not accept these changes, the buyer must notify VisionLine ApS within 3 days. If this does not happen, only VisionLine ApS order confirmation applies. - Reservations regarding goods that are not in stock2.1
When nothing else is stated, an offer from VisionLine ApS regarding goods that are not available in its own warehouse is made subject to the possibility of obtaining the goods in question and the production of the same, and any offer has been made subject to changed provisions for the import or export of goods. If these reservations are actualized, VisionLine ApS is entitled to revoke the offer made or cancel a concluded agreement without this entitling the offer recipient to raise claims of any kind. - Catalogues, descriptions, etc.
3.1 Any information – whether it originates from VisionLine ApS or one of its business associates – regarding weight, dimensions, capacity and technical data in the catalogue, data sheet, description, prospectus, advertisement, on the website, etc. is to be considered informative, and is only binding to the extent expressly referred to them in offers and/or order confirmation.
3.2 For products which, by their nature, require special documentation for the purpose of assembly, connection, operation and/or maintenance, the buyer is obliged to observe and follow these. VisionLine ApS reserves the right to prescribe that such documentation is treated confidentially.
3.3 Specific claims of the buyer are only binding to the extent that they are confirmed in writing by VisionLine ApS. - Reservation
of title4.1 VisionLine ApS reserves ownership of the goods sold until payment of all invoices relating to the delivery has taken place, and may, in the event of default of payment, take back the sold object, as these terms and conditions of sale and delivery shall be regarded as a special enforceable title in accordance with section 478 (1) of the Administration of Justice Act. 1, No. 5. - The Buyer's cancellation of the order
5.1 The Buyer is only entitled to cancellation of an order or postponement of the delivery time of an order against the prior written agreement with VisionLine ApS. - Prices6.1
The prices quoted are inclusive of packaging, but exclude VAT, shipping and handling fees and other taxes, if any.
6.2 Unless otherwise agreed, the Buyer pays freight to the delivery address as well as the handling fee.
6.3 VisionLine ApS reserves the right on the day of delivery to change the prices in accordance with changes in conditions that are beyond VisionLine ApS's control.
6.4 If VisionLine ApS increases costs as a result of the buyer's circumstances, VisionLine ApS may claim reimbursement for this. - Payment7.1
VisionLine ApS' standard payment condition is that the latest timely payment date is 14 days from the date on the invoice sent by VisionLine ApS to the buyer, unless otherwise agreed.
7.2 If the Buyer does not pay in a timely manner, interest will be accrued from the date of the invoice. Interest is attributed at the rate of 2% per month. In addition, VisionLine ApS may require reminder fees, collection fees and other expenses related to the recovery of the purchase price. The buyer's obligation to pay in a timely manner exists, even if the buyer complains about errors or omissions, alternatively, the buyer must deposit the purchase price in the event that errors or omissions are invoked.
7.3 Agreed discounts are only granted if payment is made in a timely manner.
7.4 The buyer or its affiliated companies are not entitled to set off claims against VisionLine ApS receivables. VisionLine ApS is thus entitled to efficient payment. - The risk transition8.1
The risk passes to the buyer upon delivery of the goods. Delivery takes place ab VisionLine ApS warehouse in Herlev. If shipment is carried out by a foreign carrier, however, delivery shall take place by surrender to such carrier, or by surrender to the freight forwarder, regardless of whether the freight forwarder merely facilitates the transport or is responsible for this himself.
8.2 VisionLine ApS offers a general insurance on shipments, which are invoiced to the buyer on all shipments. This insurance covers if the item is destroyed or disappears during transport. The buyer may waive this insurance in writing and thus bear all risks during transport.
8.3 Any damage caused during the transport of the item must be advertised and documented to VisionLine ApS no later than 14 days after receipt of the item. Documentation must be done by photo documentation of both the damaged product and of the packaging. - Delivery time and delay9.1
Any indication of the delivery time is estimated and is stated approximately.
9.2 VisionLine ApS is also entitled to postpone the approximate delivery time if exceeding this is necessitated by circumstances beyond VisionLine ApS's control, cf. e.g. section 10 on force majeure.
9.3 Subject to clause 9.2, in the event of an excess of the specified, respectively the specified, delivery term by more than 60 days, the Buyer is entitled to cancel the purchase in writing, but delayed delivery does not entitle the Buyer to compensation for either direct or indirect loss, regardless of the reason, including negligence. - Force Majeure10.1
VisionLine ApS is entitled to cancel orders to the buyer or postpone their execution and is otherwise free from liability for any missing, defective or delayed delivery that is due in whole or in part to circumstances beyond VisionLine ApS's control, such as rebellion, unrest, war, fire, public regulations, strike, lockout, slow-down, lack of means of transport, scarcity of goods, illness or delay in or deficiencies in deliveries from subcontractors, accidents in production or testing, natural disasters or lack of energy supply. All buyer's remedies are suspended or lapsed in such cases. In the event of cancellation or deferred execution, the Buyer may neither claim damages nor make any claim against VisionLine ApS.
Return11.1 Goods will only be returned by prior written agreement. Return shipments must be complete in unbroken and undamaged original packaging and accessories, indicating the number and date of the original invoice and the authorization number of the return shipment (RMAnr.). VisionLine ApS reserves the right to make a deduction for a return fee of 10% of the invoice value or the total depreciation if this is greater than 20% of the original purchase price of the item.- Defects12.1
VisionLine ApS is entitled and obliged to replace or repair parts that are affected by manufacturing defects for a period of at least 1 year from the dispatch of the goods, provided that:
1. Buyer advertises in a timely manner.
2. Defective goods are returned by the buyer to VisionLine ApS.
3. VisionLine ApS after the examination is carried out, it is established that the defects found are due to defects in material or workmanship, and are not justified by improper processing or storage, neglect, installation, repair or changes made by the buyer, or are justified by accidental events.
12.2 Notwithstanding what is stated in clause 12.1,1, VisionLine ApS is entitled to make replacement or return the purchase price if VisionLine ApS considers that replacement or repair entails unnecessary costs.
12.3 Except for matters covered by clause 12.1, VisionLine ApS is not liable for defects in the delivered, regardless of the reason, including slight negligence. Separately, it is noted that clause 12.1. does not cover software and that VisionLine ApS cannot be held responsible for errors regarding delivered software.
12.4 Warranty repairs are performed as a submission service with VisionLine ApS. The submission to VisionLine ApS is done at the customer's expense and risk. VisionLine ApS recommends that delivery is made in original packaging. Return of the repaired product is done at VisionLine ApS's expense to an address in Denmark, with the exception of the Faroe Islands and Greenland.
12.5 The warranty covers the original hardware configuration as specified in the invoice. Defects that may occur as a result of the buyer's or 3rd party intervention are not covered by the warranty.
12.6 Warranty repairs include the repair or replacement of defective components. The repair does not cover the restoration of software, the loading of backup, etc.
12.7 It is the buyer's responsibility to make and keep a backup copy of both data and software.
12.8 Troubleshooting that does not show errors on the goods delivered by VisionLine ApS will be charged after the time has been spent.
12.9 The original invoice is a valid warranty certificate.
12.10 If VisionLine ApS does not carry out replacement or repair, and provided that VisionLine ApS is obliged to pay compensation, the compensation shall be limited to an amount equal to the cost of rectifying the defect of the delivered, and it may not exceed the agreed purchase price for the device in question.
12.11 In the case of products sold with instructions for use, please also refer to separate obligations regarding replacement/repair.
12.12 VisionLine ApS does not warrant that the delivered products will function flawlessly or without downtime, or that any software errors will be corrected
Complaint13.1 The products are only supplied with the guarantees offered by the manufacturer or supplier to VisionLine ApS. Thus, the buyer cannot invoke any warranty against VisionLine ApS which the buyer could not have invoked against the manufacturer or supplier if it had been delivered directly from it. If the manufacturer or supplier makes special formal requirements in connection with complaints, etc., these requirements must be observed by the buyer.
13.2 The Buyer is obliged to examine the product immediately upon receipt. Complaints must be made in writing immediately upon receipt or in the case of hidden defects, immediately after these were or should have been ascertained.
13.3 If the buyer has not informed VisionLine ApS within 1 month of delivery of the object that he will invoke a defect, he cannot claim it unless VisionLine ApS has undertaken to guarantee the object for a longer period of time.- Product liability14.1
VisionLine ApS is only liable for damage caused by the delivered products if it is documented that the damage caused by errors or negligence shown by VisionLine ApS.
14.2 VisionLine ApS is not responsible for operating losses, lost earnings or any other form of indirect loss. - Liability and Indemnification15.1
The following general conditions of liability and indemnification apply to all clauses of these Standard Terms.
15.2 VisionLine ApS is in no case that directly or indirectly refers to the delivered, its use or VisionLine ApS services in general, liable for indirect and consequential damages, such as operating losses, futile costs, damage to person, property or other consequential damages, including loss or corruption of data. Thus, VisionLine ApS is never liable for operating losses, loss of profit or other indirect losses.
15.3 VisionLine ApS shall under no circumstances be liable for damage caused by the buyer's failure to fulfil the obligations incumbent on him. Nor shall VisionLine ApS be liable for any indirect or consequential damages, including operating losses, lack of savings or for any claim raised by a third party against the buyer, even if VisionLine ApS has been made aware of such damages, operating losses or claims.
15.4 If VisionLine ApS is obliged to pay compensation under Danish law, the compensation is limited to an amount equal to the cost of repairing the defect of the delivered, and it may not exceed the agreed purchase price for the device in question.
15.5 The above limitation on an amount of compensation shall apply regardless of how the claim for damages is justified or formulated, and thus also applies to claims that are justified by negligence or negligence. - Buyer's financial condition
16.1 If, in VisionLine ApS's opinion, the buyer's financial situation is not satisfactory, or if the buyer does not comply with the payment terms regarding previous deliveries, VisionLine ApS is entitled to cancel unpublified orders, unless the buyer immediately pays for all previously delivered goods after being requested in writing, and prepays not yet executed orders.
16.2 If the buyer's financial situation can be equated with anticipated default, VisionLine ApS may claim compensation in accordance with the general rules of Danish law.
16.3 If the buyer enters into receivership, negotiates a composition or a bankruptcy order or the like is made across the buyer, VisionLine ApS is entitled to terminate any agreement or suspend future deliveries without the buyer being able to make any claim to VisionLine ApS. If VisionLine ApS has undue receivables, these are immediately due for payment. - Partial invalidity17.1
If one or more of the provisions of these Standard Terms are found to be invalid, illegal or unenworkable, none of the other provisions shall be affected or impaired thereby. - Limitation of Claims18.1
No claim, regardless of its nature or justification, arising in connection with deliveries based on these Standard Conditions may be raised by the Buyer more than 12 months after the cause of the claim has arisen. - Copyright and property19.1
VisionLine ApS is liable to the buyer for the fact that the facility does not infringe third party patents or copyrights.
19.2 The Buyer does not acquire any copyright in products developed in whole or in part by VisionLine ApS.
19.3 The Buyer acquires no ownership of any software, source programs, documentation or the like. - Confidentiality
20.1 The Parties and their staff shall observe unconditional silence towards unauthorized persons with regard to information concerning the other party to the contract and the affairs of others of which they become aware in connection with the supplies, services, development, etc. referred to in this contract. - Jurisdiction
21.1 Litigation according to these standard terms and conditions is decided by the court in Glostrup or the Eastern High Court, if the question is covered by the eastern High Court's jurisdiction.
