The Terms of Sale and Delivery for Shoebox AS, Hoejgardsvej 11 DK-8300 Odder, vat 27657044, hereinafter called Shoebox shall apply to all orders – and prevail over any such terms or similar terms from a customer – unless the terms are dispensed from by express written agreement. The Terms of Sale and Delivery shall be subject to changes periodically and without notice .
1 ORDER CONFIRMATION
When submitted, the order is binding. Upon Shoebox written confirmation of the order, a final agreement on sale and delivery of goods has been entered into. The order is accepted subject to goods, raw materials and the like being available. If unforeseen difficulties arise or if unsatis- factory credit information about the customer is obtained after the acceptance of the order, the Shoebox will be entitled to cancel the confirmed order exempt for liability of any kind or to demand provision of a fully adequate bank guarantee. The customer’s cancellation of the confirmed order can only be accepted with prior written consent from Shoebox.
2 TERMS OF DELIVERY
The goods shall be delivered in accordance with ICC Incoterms 2010 ex works Hoejgaardsvej 11, DK-8300 Odder, unless otherwise specifically agreed and stated in the order confirma- tion in exceptional cases. Shoebox may, depending on the circumstances, assist in ar- ranging dispatch of the ordered goods if this has been agreed in writing and accepted by Shoebox on a case by case basis and always for the customer’s account.
3 DELIVERY TIME AND DELAY
The delivery time will be stated in the order confirmation. Shoebox shall be entitled to postpone the delivery time by fourteen (14) days and shall immediately notify the cus- tomer in writing of any such postponement. In the event of force majeure, cf., however, the provisions below, delivery may be postponed until the obstacle ceases and ordinary trading and transport become possible.
Optional: If delivery has not been fulfilled within fourteen (14) days from the stated de- livery, the delivery can only be considered as being in delay if the customer has given the [business name] a written reminder and delivery has not been performed within seven (7) days from Shoebox receipt of the reminder.
Shoebox reserves the ownership of the delivered goods until full payment is effected by the customer. All costs incurred in connection with the enforcement of the retention of title shall be paid by the customer.
All prices of Shoebox are stated in DKK or Euro and are exclusive of VAT. The prices are subject to changes in customs duties, other duties and exchanges rates, and may be raised until delivery is made. Shoebox will inform the customer of any price changes. The cus- tomer shall be free to fix his resale prices.
Unless otherwise agreed in writing, payment from the customer to Shoebox will be against invoice and is due for payment 30 days from invoice date. 30 days are only granted if the customer can be accepted by Coface Credit Assurance. Default interest of 2% per month will be charged after the due date in the event of non- payment. Shoebox may postpone delivery of orders or cancel orders by written notice and without incurring any liability for this if the customer is in arrears with payment for previous consignments delivered. Shoebox reserves the right to cancel the order if payment is not made on the due date. Any financial loss that Shoebox incurs as a result hereof shall be compensated fully by the customer.
6 COMPLAINTS AND REMEDIES
Any complaint shall be submitted in writing, and must be received by Shoebox not later than eight 8 days after delivery or - if delayed - expected delivery of the goods. In the event of non-visible damage, the complaint shall likewise be submitted not later than eight 8 days from when the defect or deficiency could have been ascertained upon careful in- spection, however, not later than 12 months after the delivery date. If a part of the order is not delivered or is delayed or if part of the order is defective or deficient, the order may only be cancelled for this part of the order. Any complaint must be specific, documented and contain a precise specification on the contents of the complaint. No returns will be considered without prior written approval by Shoebox.
7. EXEMPTION FROM LIABILITY (INCLUDING FORCE MAJEURE)
The Parties shall not be liable if the following non-exhaustive circumstances of force ma- jeure occur and prevent or postpone the performance of the Agreement: war and mobilisa- tion, riot and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, scarcity of goods, faults, defects or delay in delivery from sub-suppliers or if sub-suppliers are otherwise hit by the present circumstances, fire, lack of means of transportation, exchange control regulations, import and ex-port restrictions, death, illness or absence of key staff members, computer viruses or any other circumstances that are beyond the Parties direct control. In such case, the Party shall be entitled to postpone fulfillment of the obligation until the obstacle has ceased or, alternatively, to cancel the Agreement in full or in part without incurring any liability for this, if the obstacle causes fulfillment to be postponed for more than six 6 months.
8 LIMITAION OF LIABILITY
Shoebox shall, to the extent permitted by applicable laws, and in respect of any legal basis for the claim, including product liability, not be responsible for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. In any event, the maximum liability shall be equal to repay- ment by Shoebox to the customer of the payment made for the delayed or defective part of the order.
9 VENUE AND GOVERNING LAW
This Agreement shall be governed by and construed in accordance with Danish law, disre- garding the Danish choice of law rules to the extent that such rules would otherwise lead to the application of any other law than Danish law. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Any dispute arising out of or in connection with this contract, including any disputes re- garding the existence, validity or termination hereof, shall be settled by arbitration ar- ranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The Court of Arbitration shall have its seat in Aarhus, and the language to be used in the proceedings shall be Danish.