Terms & Conditions

These general terms and conditions of sale and delivery (‘Terms’) apply to all agreements on sale and delivery of products (hereinafter referred to as ‘Products’) between SM Værktøj ApS (CVR no. 32308074) (‘SMVKT’) and SMVKT's customers (‘Buyer’) unless full or partial deviation or modification has been expressly agreed in another written agreement and it can be established with certainty that it has been the intention to deviate from the Terms.

Agreement Basis
The Buyer accepts these terms and conditions when the Terms are sent to the Buyer together with the order confirmation for ordering goods from SMVKT. If the Buyer does not notify within 24 hours that the Terms are not accepted, or does not submit specific objections to the Terms, they shall be deemed to be accepted between the parties.

Once the Buyer has accepted the Terms, the Buyer is also deemed to have accepted that the Buyer's future agreements with SMVKT are subject to SMVKT's Terms in force from time to time.
The Buyer is advised that SMVKT may continuously make changes to the Terms and the Buyer is therefore encouraged to familiarise himself with the Terms each time an agreement is entered into with SMVKT.

As SMVKT mainly deals with business customers, prices on the website are shown exclusive of VAT. Prices including VAT are shown in brackets. All prices are exclusive of freight, packaging and any handling fees. All prices are daily prices and only valid on the day of the order. SMVKT is continuously entitled to make price changes in price lists and offers without notice, unless otherwise agreed in writing.

Offers
SMVKT makes any offer subject to prior sale. Unless otherwise expressly agreed, the offer is only valid for acceptance within 30 days of the offer date. SMVKT accepts no responsibility for the content of catalogues, brochures and other information of any kind prepared by SMVKT's suppliers.

The Buyer's order and orders of any kind are binding for SMVKT and the Buyer upon placement of the order. As soon as the order is received, SMVKT will send an order confirmation to the Buyer at the e-mail address stated in the order.

If there are errors in SMVKT's order confirmation or the Products stated in the order confirmation do not match the Buyer's order and the Buyer does not wish to accept the discrepancy, the Buyer shall notify SMVKT in writing before the Buyer acknowledges receipt of the Products. Otherwise, the Buyer shall be bound by it.

After placing an order with the Seller, the Buyer has no right to change or cancel the order. If SMVKT despite the above separately approves a change or cancellation, the Buyer is obliged to pay the costs associated with the cancellation or change, including costs for storage and ensuring quality and properties and business, as a result of postponed delivery time. Agreements on changes or additions to the original agreement are not binding on SMVKT without written confirmation from SMVKT.

If there are product descriptions and user manuals for the product, these are included in the delivery from SMVKT. If you require further information or advice from SMVKT, this is for guidance only. SMVKT recommends referring to the manufacturer's user manuals.

If the buyer has an account with SMVKT, the purchase price is due for payment according to the payment terms applicable to the buyer's account. The last day for payment is stated in the invoice text. The purchase price is due for payment from the stated time of delivery, cf. point about delivery, regardless of whether the buyer's circumstances mean that delivery cannot take place as agreed.

If the buyer's payment(s) are not made on time and/or if the conditions for the agreed credit are significantly changed, SMVKT is entitled to withhold all further deliveries to the buyer, regardless of whether the deliveries are interrelated.

In the event of payment by the buyer after the last due date for payment, interest of 2% per month or part thereof shall be added from the due date until payment is made of the due amount including VAT, unless another interest rate follows from custom, practice or has been agreed. Accrued default interest and any fees are due for payment immediately and shall be paid prior to all other debts in the current instalments.

If the Buyer fails to pay an amount due within 14 days after having received a written demand for payment, SMVKT shall, in addition to interest as above, be entitled, at its own discretion, to: (i) cancel the delivery of the Products to which the delay relates, (ii) cancel the delivery of Products not yet delivered to the Buyer or demand prepayment for them, and/or (iii) exercise other remedies for breach of contract.

The Buyer is not entitled to offset the purchase price against claims arising from other legal relationships, just as the Buyer is not entitled to exercise a right of retention or refuse payment due to delay, complaint or counterclaim regarding the specific delivery.

SMVKT retains ownership of the goods sold, regardless of whether delivery has taken place, until the entire purchase price and any interest and/or fees have been paid. SMVKT is entitled at any time in connection with or after the conclusion of the contract to require the buyer to provide adequate security for the timely payment of the purchase price, freight costs, interest and other costs. The buyer is obliged, until the end of the retention of title, to store Products securely and separately so that they can be identified as belonging to SMVKT.

SMVKT is entitled to assign claims against the buyer in whole or in part to a third party without separate consent from the buyer.

SMVKT does not accept returns. If, despite the above, it is separately agreed that SMVKT takes back goods, the goods must be unused, in faultless condition and in original and unbroken packaging. The goods must also be free of dirt etc. However, SMVKT will never accept returns of goods specially produced and/or repatriated to the buyer. SMVKT will credit authorised returns with a deduction of the fee set by SMVKT to cover return costs and SMVKT's sales costs.

Right of complaint
The products are covered by warranty for 12 months from the time of delivery. Complaints must be made in a timely manner and soon after discovery. If the complaint is justified, SMVKT may choose to rectify defects by repair, replacement or refund depending on the specific situation.

Defects caused by unsuitable or incorrect storage or use are not covered by the right of complaint.

If the complaint is justified, we will refund reasonable shipping costs. The goods must be sent carriage paid to SMVKT in proper packaging and arrive in undamaged condition. The buyer bears the risk in connection with the freight to SMVKT.

Product samples only show colours, size and quality in general, which is why SMVKT is not responsible for any deviations unless the deviations are significant and unpredictably large for the buyer in relation to the product samples presented.

Product Liability
SMVKT shall only be liable for product liability in accordance with mandatory statutory provisions. SMVKT is not liable for product damage on any other basis.

If the Buyer becomes aware that damage has occurred, or that there is an imminent risk that damage can/will occur caused by Products, the Buyer shall notify SMVKT immediately. To the extent that SMVKT may be held liable to a third party, the Buyer is obliged to indemnify SMVKT to the same extent as SMVKT's liability is limited in accordance with this clause. The parties are in this context obliged to accept the jurisdiction that the case may be or be brought by a third party.

SMVKT does not provide an independent warranty on delivered goods. The buyer accepts only to be able to raise claims under a supplier warranty for a product directly against the supplier as SMVKT only passes on information about a possible supplier warranty to the buyer.

SMVKT delivers to the whole of Denmark and abroad according to a specific agreement at the freight rate applicable at any time. SMVKT uses different carriers for the different goods to ensure the buyer the best possible freight. If a fixed delivery time has been agreed, SMVKT has the right to extend the delivery time in the following cases:

Force majeure, see below.

• Delays caused by suppliers, carriers
  or other third parties.
• Delays caused by credit rating of
  the buyer.
• Unusual weather and climate effects.
• Labour disputes for whatever reason.
• Public orders or prohibitions that
  SMVKT should not have foreseen when entering into the agreement.

If SMVKT expects delays in the delivery of Products, the Buyer will be informed of this as soon as possible and at the same time be informed of the reason for the delay and new expected delivery time.

SMVKT does not provide specific delivery times when purchasing goods. If the time of delivery is of importance to the Buyer, the Buyer is requested to contact SMVKT for specific delivery information before entering into an agreement. The Buyer has no rights regarding the time of delivery and is thus precluded from making claims for compensation of any kind, including compensation for operating loss, consequential damage or other indirect damage.

If SMVKT has agreed on delivery at the buyer's address or other place designated by the buyer, SMVKT shall deliver the parcel as close to the place of use as a lorry can drive without risk of getting stuck or damaging the vehicle or the surroundings.

The buyer is obliged to provide the necessary manpower for unloading. If the buyer does not fulfil this, SMVKT shall be entitled, but not obliged, to make a delivery with discharging effect at the place of delivery, regardless of whether a representative of the buyer is present.

The risk for the goods and/or products shall pass to the buyer at the time of delivery. Delivery is considered to have been correctly delivered when the parcel is placed at the buyer's designated place, by the buyer's signature and/or by scanning the buyer's authorisation to the shipping company. The driver's logbook is considered as proof of correct delivery. The buyer must pay any costs resulting from the buyer not being able to receive the goods at the designated delivery point or if the buyer refuses to receive the goods.

Immediately upon delivery or receipt, and always before the goods are used, processed or installed, the buyer shall inspect the delivered goods to ensure that they are free of defects and correct, including differences in colour and shade within acceptable limits.

Complaints about defects or incorrect delivery, including deviations in quantity, which the buyer has or should have discovered after inspection, must be reported immediately to SMVKT and absolutely no later than 5 working days after delivery of the goods to the buyer in order to be taken into account.

The buyer cannot later claim defects that could have been detected during the above inspection. In the event of defects or deficiencies that have arisen in connection with transport and that can be immediately detected upon delivery, the buyer is obliged to notify the relevant carrier and ensure that the driver notes and acknowledges visible defects and deficiencies on the consignment note.

SMVKT's manufacturer or supplier shall be liable for defects in the object of sale.

In the event that delivery or defect-free delivery is prevented or delayed by events beyond SMVKT's control, including but not limited to labour disputes, operational disturbances, transport difficulties or other third party failures, including supplier or manufacturer insolvency or similar, SMVKT may, without liability, postpone delivery or cancel the buyer's order in whole or in part at its option by notice to the buyer as soon as possible.

SMVKT's liability cannot, irrespective of any proven negligence, include daily fines, operating loss, loss of profit, loss of time or other indirect loss, whether the liability is based on general compensation rules or on any other basis. If SMVKT's supplier or other third party is liable to SMVKT for delays or defects in the delivery, SMVKT will be prepared, as far as possible, to provide the buyer with transport in SMVKT's claims against the supplier or third party.

Any dispute arising between the parties shall be settled by arbitration unless SMVKT decides that the dispute shall be settled by the ordinary courts. All disputes shall be settled in accordance with these Terms of Sale and Delivery for Business Customers and otherwise in accordance with Danish law.

If the case is to be settled by arbitration, the arbitration tribunal shall be established in accordance with the rules in §47 of ‘General Conditions for Works and Deliveries in Construction and Civil Engineering’ (hereinafter AB 18). The arbitration must be established following legal proceedings brought before the ordinary courts. If the case is decided by the ordinary courts, the case shall be brought to the jurisdiction of SMVKT's head office regardless of where the buyer lives or resides.