Terms and conditions of trade and payment

Terms and conditions Npvision Group’s terms and conditions of trade and payment

  1. Validity
    1. The terms and conditions of sales and delivery apply to all offers, sales and deliveries, unless otherwise agreed in writing.
  2. Offers and order confirmation notes / invoices
    1. A final agreement is not deemed completed until the Purchaser has received written confirmation of the order from Npvision Group entitled “order confirmation note” or “invoice” The content of the order confirmation note or invoice is binding for Npvision Group. Catalogues, brochures, price lists, etc. and any other information regarding the measurements, weight and special characteristics of the goods should be obtained by the Purchaser before ordering the goods. Information of this kind is supplied for guidance only. It is only binding for Npvision Group if the information is explicitly stated on the order confirmation note or invoice. Npvision Group cannot be held responsible for any errors or information in written product material prepared by suppliers. This applies to any type of sales material, product description, instruction manual, etc.
  3. Prices
    1. Sales are made at the agreed prices specified on the order confirmation note or invoice.
    2. Prices are from the vendor’s warehouse, unless otherwise agreed in writing. Prices are without VAT, unless otherwise stated.
    3. We reserve the right to change prices in the event of suppliers’ price increases Stated freight rates are not binding for Npvision Group
    4. Any changes in public duties of any kind, including import and export taxes and customs duties, which are introduced after the issue date of Npvision Group’s order confirmation, are of no consequence to Npvision Group and the Purchaser is liable to pay them.
    5. The Purchaser will cover freight costs payable to the forwarder.
  4. Payment
    1. Payment is due no later than the due date for payment stated on the order confirmation note or invoice.
    2. If no due date for payment is stated there, payment is due in cash on the invoice date.
    3. Unless Npvision Group explicitly notifies the Purchaser to the contrary, in the event of a delivery that is delayed due to the Purchaser’s circumstances, the Purchaser is obliged to reimburse Npvision Group as if the delivery had been made on the agreed delivery date.
    4. If payment is made after the due date for payment, Npvision Group is entitled to calculate interest on the outstanding debt at any time, from the due date for payment at 3% per month or part thereof.
    5. The Purchaser is not entitled to offset any counter-claim against Npvision Group that Npvision Group has not approved in writing or to withhold any part of the purchase sum due to a counter-claim of any kind.
    6. Discounts of any kind will only be made on condition that payment is made by the due date for payment.
  5. Right of ownership
    1. Npvision Group reserves the right of ownership to the goods delivered in every respect. Goods delivered therefore remain Npvision Group’s property until the purchase sum plus accrued costs and all other commercial dues are paid by the Purchaser.
  6. Delivery
    1. Delivery takes place when the goods are handed over to the first forwarder with a view to the product’s transportation to the Purchaser or, if the Purchaser collects the goods, when the goods are made available to the Purchaser at Npvision Group’s place of business/warehouse.
    2. The delivery date stated on the invoice is binding for Npvision Group, unless the Parties subsequently reach agreement to the contrary.
    3. When the Parties have agreed to delivery on the Purchaser’s premises, the goods are made available to the Purchaser before they are unloaded.
    4. The Purchaser is obliged to inspect the goods on receipt and to provide the manpower necessary to unload the goods in question.
    5. The Purchaser will be charged the cost of time spent waiting to unload (if any) on the Purchaser’s premises or at a delivery address stipulated by the Purchaser. Similarly, the Purchaser will cover the cost if the Purchaser is unable to receive the goods at the agreed delivery time.
    6. If delivery is delayed because Npvision Group finds itself in an incidence of force majeure (see Clause 9.1), the delivery time will be postponed for the same period as the hindrance. Both Parties are, however, entitled to cancel the agreement if the hindrance has lasted more than two months. The present provision will be applied, regardless of whether the cause of the delay occurs before or after expiry of the agreed delivery time.
    7. In this case, Npvision Group is obliged to notify the Purchaser immediately of changes to the delivery date.
  7. Delay
    1. The Purchaser is not entitled to claim compensation for any direct or indirect losses incurred in the event of a delay.
  8. Transfer of risk
    1. The risk on the goods purchased is transferred to the Purchaser when the goods are handed over for transportation by Npvision Group/the supplier or when the goods are placed at the Purchaser’s disposal at Npvision Group’s place of business/warehouse. If Npvision Group is unable to deliver due to the Purchaser’s circumstances, the risk on the goods is also transferred to the Purchaser when Npvision Group receives notification of these circumstances and the goods are made available to the Purchaser.
  9. Force majeure
    1. Npvision Group is not liable for failure to meet its contractual obligations if such failure is due to force majeure, including armed conflict, riots, civil unrest, governmental or local authority intervention, a strike, blockade or lock-out, export or import embargo, natural catastrophe or adverse weather conditions, fire, lack of labour or energy resources or for any other reason beyond Npvision Group’s control and which serves to prevent Npvision Group from meeting its obligations.
    2. The force majeure clause 9.1 will apply regardless of whether the hindrances affect Npvision Group itself or one of Npvision Group’s chosen sub-suppliers or forwarders.
  10. Defects and claims
    1. On delivery, in accordance with appropriate business procedures, the Purchaser must immediately – and before using the goods – inspect the quality and quantity of the goods sold.
    2. If the Purchaser wishes to claim for a qualitative or quantitative defect, the Purchaser must immediately (before accepting receipt) notify the forwarder and Npvision Group of and describe the defect(s).
    3. If the goods delivered are defective and Npvision Group is responsible for the defects, Npvision Group will only and at Npvision Group’s discretion, either adjust, repair or redeliver within a reasonable deadline.
    4. Npvision Group accepts no liability for any losses incurred due to defects. No compensation will be paid for operating losses, loss of profit and other direct or indirect losses incurred due to a defect in the goods delivered.
    5. The Purchaser is obliged immediately on receipt of the goods, to make a written claim for damage in transit to the forwarder and, if the damage could not possibly have been discovered on receipt, then as soon as possible and within seven days of receiving the goods.
  11. Order cancellation and amendment
    1. If the Purchaser wishes to cancel or amend the order, including change specifications, quantity and delivery date, the cancellation or amendment must be agreed in writing in each case.
    2. The Purchaser must pay the full cost of cancelling or amending the order.
  12. Returned goods
    1. Goods may only be returned by prior written agreement in each case.
    2. If agreement is reached regarding return of the goods, the Purchaser is liable for all costs incurred in connection with returning the goods and the risk on the goods remains the Purchaser’s until Npvision as the vendor has confirmed that the goods have been returned in good condition.
    3. Goods must be returned unused, in good condition and in the original unbroken packaging. The goods must be clean. Payment in connection with returned goods will be agreed in writing in each case.
    4. Returned goods must be returned as soon as possible. In the event of failure to do so, Npvision Group reserves the right to charge a return fee corresponding to the loss of value plus the cost of handling the goods.
    5. Goods will only be accepted as returns provided that the Npvision Group’s RMA sheet has been completed.
  13. Warranty
    1. Npvision Group offers no separate warranty on goods deliveries. A warranty given as part of the purchase agreement or the manufacturer’s warranty otherwise granted on the goods is to be regarded solely as an assignment of the manufacturer’s warranty. The Purchaser has no recourse to claim against Npvision Group on the warranty declaration in question.
    2. The warranty is only valid if the conditions of the warranty declaration are met and instructions regarding the use, fitting and operation of the goods have been followed.
  14. Product liability
    1. To the extent that they do not deviate from unalterable provisions, Clause 14 and subsequent clauses will apply to Npvision Group’s product liability.
    2. Npvision Group can be held liable only for personal injury if it can be proven that the injury is due to an error or neglect on the part of Npvision Group or others, for whom Npvision Group is responsible.
    3. Npvision Group cannot be held liable for any damage to real estate or chattels that may have occurred while the goods sold are in the Purchaser’s possession. Npvision Group is not responsible for damage to products that are produced by the Purchaser or to products, of which such products are a part. Npvision (as the vendor) is otherwise responsible for damage to real estate and chattels under the same conditions as those applicable to personal injury.
    4. Npvision Group cannot be held liable for operating losses, loss of earnings or other indirect losses.
    5. If a third party imposes product liability on Npvision Group, the Purchaser is obliged to indemnify Npvision Group, to the same extent as Npvision Group’s liability is limited in accordance with Clauses 14.2, 14.3 and 14.4.
    6. Npvision Group’s liability does not apply if the Purchaser is guilty of gross negligence.
    7. If a third party makes a claim for compensation against one of the Parties in pursuance of Clause 14, the party in question must immediately notify the other party of the claim.
    8. Npvision Group is only individually liable for product damage caused by other (commercial) objects if it can be documented that the damage was caused by a defect in the goods, due to an error committed by the Npvision Group.. Npvision Group’s individual liability for material damage cannot under any circumstances exceed a sum of DKK 5,000,000. Npvision Group is liable for actions in contravention of legal provisions solely for a period of three years from the date the injured party was or should have been aware of the injury /damage and defect.
    9. Npvision Group and the Purchaser er mutually obliged to allow charges to be brought against them at a court of law or arbitration tribunal, in connection with a claim for damages raised against one of them due to an injury or damage caused by the goods sold.
  15. Legal venue and jurisdiction
    1. In the event of a disagreement between the Parties, the dispute must be settled in accordance with the ordinary tenets of Danish law applicable at Npvision Group’s place of business.
    2. To the extent that the present terms and conditions of sales and delivery fail to regulate the Party’s business relationship, The United Nations Convention on Contracts for the International Sale of Goods (CISG) will apply.

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