Terms and conditions of sale and delivery

1.1. These terms of sale and delivery apply to all quotes, sales and deliveries from FRISENETTE ApS (hereinafter 'FRISENETTE'), unless otherwise agreed in writing. The buyer's terms and conditions of purchase, if any, shall not apply to FRISENETTE unless they have been submitted in writing and signed by FRISENETTE.
1.2. All orders are executed on the basis of these general terms and conditions of sale and delivery and any written agreements. Deviations from these terms and conditions shall be binding only if agreed in writing. Orders are subject to acceptance by FRISENETTE suppliers.
1.3. FRISENETTE reserves the right to change the specifications of all its products.

2.1. If FRISENETTE submits a quote that does not state a specific acceptance deadline, the quote shall lapse if the acceptance has not been received by FRISENETTE within 30 days from the date of the offer.
2.2. Until the buyer's acceptance has been received by the seller, the seller is entitled to enter into an agreement with a third party concerning the quote with the effect that the quote sent to the buyer lapses. After receipt of such third party's acceptance, the seller shall without undue delay inform the buyer in writing that the quote has lapsed.
2.3. Until delivery is complete, the buyer is obliged to accept changes in the price as a result of documented increased costs for the seller due to changes in exchange rates, customs duties, taxes, charges, price increases from the supplier of more than 10%, etc. concerning the agreed delivery.

3. Delivery
3.1. All goods are delivered at the prices applicable on the day of shipping. Prices stated in price lists and quotes provided are subject to change without prior notice.
3.2. FRISENETTE shall determine the means of transport to be used, unless otherwise agreed with the buyer.
3.3. The goods are shipped at the buyer's risk and expense. FRISENETTE pre-pays the shipping/postage costs and adds this to the invoice. FRISENETTE does not take out insurance on its shipments.
3.4. Orders totalling DKK 2,500 or more are delivered free of charge in Denmark. For orders/shipments requiring refrigeration, freezing or dry ice, the buyer shall be invoiced for the actual costs incurred. Orders under DKK 2,500 are subject to an order handling surcharge, including shipping, of DKK 200. For shipments requiring refrigeration or freezing, the actual cost for this shall also be charged.
3.5. Delivery dates are not binding, even if stated on the order and confirmed by FRISENETTE, as they are dependent on FRISENETTE's subcontractors' stock levels or availability to deliver. FRISENETTE endeavours to meet the delivery dates indicated, but accepts no liability for any delays. The buyer, for their part, shall not be entitled to claim damages in the event of postponement of the delivery date.
3.6. Shipment costs will be added to the invoice.
3.7. The delivery times stated are calculated from the time when all the information necessary for the execution of the order is available.

4. Payment
4.1. Payment for deliveries of goods and services shall be made, at no cost to FRISENETTE, no later than the due date stated on the invoice. If payment is not made on time, we are entitled to charge interest on the amount due without notice or judicial demand.
4.2. If payment is made after the due date, the purchaser shall be liable to pay default interest on the overdue amount at a rate of 2% per month or part thereof.
4.3. The buyer shall not be entitled to offset against any counterclaims against FRISENETTE that have not been recognised in writing by FRISENETTE, and the buyer shall not be entitled to withhold any part of the purchase price on account of counterclaims of any kind.

5. Retention of title
5.1. FRISENETTE reserves the right of ownership for the goods sold until the entire purchase price plus any costs incurred has been paid to FRISENETTE.
5.2. In the case of transformation or processing of the goods sold, the retention of title is maintained so that it covers the transformed or processed goods to an extent corresponding to the value of the goods sold at the time of sale.

6. Delivery
6.1. Unless otherwise expressly agreed in writing between the parties, delivery is made from FRISENETTE's address (Ex Works, Incoterms 2020).
6.2. Unless otherwise expressly agreed in writing, FRISENETTE will make shipments in the manner FRISENETTE considers most appropriate at any given time.

7. Delays
7.1. If FRISENETTE finds that delivery cannot be made on time, an email shall be sent with information about the delay and a new expected delivery date.
7.2. Only if delivery is subsequently not made within the new delivery time notified by FRISENETTE shall the buyer be entitled to demand delivery by written notice to FRISENETTE and to set a reasonable final delivery deadline.
7.3. If delivery has not been made within the deadline set by the buyer, and this is not due to circumstances for which the buyer is responsible, the buyer shall be entitled, by written notice to FRISENETTE, to cancel the contract in respect of the part of the contract that is covered by the delay.

8. Defects and complaints
8.1. If the delivered goods do not correspond to those stated in the order/delivery note, or in case of damage that is not visible from the outside, the buyer shall immediately notify FRISENETTE. If the buyer fails to give such notice, notwithstanding that they discovered or ought to have discovered the defect, the buyer may not subsequently invoke this. If goods are received in a visibly damaged condition, it is the buyer's responsibility to complain to the carrier. All defects or damage shall be remedied by FRISENETTE as quickly and inexpensively as possible, but only on the condition that the above is observed.
8.2. If a defect is found in a product delivered by FRISENETTE within the warranty period, the product shall be returned to FRISENETTE free of charge and by prior agreement, accompanied by a delivery note stating the reason for the return. The product must be returned without any parts attached.
8.3. At FRISENETTE's discretion, defects in the goods sold shall be remedied or the goods replaced. If the defect is thus remedied, the purchaser shall not be entitled to any further remedies for non-performance.
8.4. If remedy or redelivery in accordance with clause 8.4 is not carried out within a reasonable timeframe, subject to the general rules of Danish law and these terms and conditions of sale and delivery, the buyer is entitled to cancel the agreement, demand a reduction in the purchase price or claim compensation. However, the buyer's claim for compensation may not exceed the purchase price of the goods sold, cf. clause 11.1, and may not include indirect losses, cf. clause 11.2.
8.5. The buyer's right to make a claim under this clause 8 is subject to the fulfilment of the agreed terms of payment and to the condition that the products sold have not been altered, repaired or used for purposes for which they were not intended, and that the installation and operating conditions are in accordance with the instructions given.
8.6. On delivery, and without delay, the buyer shall examine the goods sold as required by proper business practice.
8.7. If the buyer wishes to invoke a defect, the buyer must notify FRISENETTE in writing and send the product back immediately after the defect is or should have been discovered, in accordance with clause 8.2.
8.8. If the buyer has discovered or ought to have discovered the defect and fails to give notice as stated, the buyer cannot subsequently exercise remedies for non-performance. If there is no defect for which FRISENETTE can be held liable, FRISENETTE is entitled to compensation for the work and costs unnecessarily incurred by FRISENETTE as a result of the complaint.

9. Marketing
9.1. By accepting our terms and conditions of sale, the buyer consents to FRISENETTE sending marketing via email regarding products marketed and sold directly by FRISENETTE, including news, offers, sales, competitions, events and other similar marketing initiatives.
9.2. Withdrawal of consent: If the buyer has consented to receive communications from FRISENETTE with offers of goods and services, the buyer may withdraw this consent at any time. FRISENETTE has made it easy to decline such offers every time the buyer receives communication from FRISENETTE. Consent can also be withdrawn by contacting info@frisenette.dk.

10. Product liability
10.1. FRISENETTE shall be liable for product liability damage to persons in accordance with the applicable mandatory legislation in force from time to time. In addition, FRISENETTE shall only be liable for product liability damage if it is proved that the damage was caused by fault or negligence on the part of FRISENETTE. FRISENETTE's product liability for damage to real estate and movable property cannot exceed DKK 100,000 per claim and is otherwise subject to coverage from FRISENETTE's product liability insurance, which is currently capped at DKK 2 million annually.
10.2. FRISENETTE shall in no case be liable for any damage or loss caused by the goods sold if they are used in the operation of aircraft or for off-shore installations.
10.3. FRISENETTE shall in no event be liable for any operating loss, loss of profit or other indirect loss suffered by the buyer or any third party.
10.4. To the extent that FRISENETTE is subject to product liability towards third parties, the buyer is obliged to indemnify FRISENETTE to the same extent as FRISENETTE's liability is limited according to the above rules. The same shall apply to the extent that the buyer or people associated with them have contributed to the damage or have increased its extent through fault or negligence.
10.5. If a third party makes, or reserves the right to make, a claim for damages against the buyer due to product damage, FRISENETTE must be informed immediately.

11. Limitation of liability
11.1. A claim for damages or a claim for a proportionate reduction against FRISENETTE may not exceed the purchase price of the goods sold.
11.2. FRISENETTE shall not be liable for operating losses, loss of profit or other indirect losses in connection with the delivery, including indirect losses arising from delay or defects in the goods sold.
11.3. FRISENETTE reserves the right not to be held liable in case of resale to the USA and Canada.

12. Legal and regulatory requirements
12.1. It is the buyer's responsibility to inform FRISENETTE of legal and regulatory requirements applicable to the goods sold. FRISENETTE cannot be held liable if the buyer has not informed FRISENETTE in writing.

13. Returns
13.1. Returns of correctly delivered goods are accepted only by prior agreement and only against carriage-paid return shipping and a 25% crediting fee. Complaints must be made within 8 days of delivery. Incorrectly delivered goods may be returned by prior agreement and at FRISENETTE's expense.
13.2. If goods are received damaged, complaints should NOT be made to FRISENETTE, but to the carrier. Unless FRISENETTE has made an error, shipment must be made carriage paid, quoting the delivery note or invoice number, and must be delivered in the original packaging.
13.3. No markings, stamps or labels that prevent FRISENETTE from reselling the goods may be affixed. Returns of customised goods are only accepted if the goods are defective.

13.4. A defect or product error shall not be deemed to exist if the buyer has used the delivered goods incorrectly or inappropriately, which includes disregarding guidelines issued by FRISENETTE or subcontractors regarding the product. If the buyer or a third party has, without FRISENETTE's consent, had defects repaired or intervened in the delivered goods, this shall not be regarded as a defect/fault. Information from FRISENETTE or its suppliers on the use and applicability of products is for guidance only and FRISENETTE is not responsible for whether the delivered products fulfil the buyer's needs or purpose of use, unless FRISENETTE has provided an express written statement to this effect.
13.5. For supplier warranties, the terms and conditions contained in the warranties shall apply. FRISENETTE provides a 1-year warranty in accordance with B2B legislation in this area. If the manufacturer provides an additional guarantee/warranty, this shall apply.

14. Force majeure
14.1. If delivery is not possible due to force majeure, FRISENETTE may, without notice, postpone delivery indefinitely or cancel the order without the possibility to claim for damages against FRISENETTE. Force majeure shall be deemed to include a strike, lock-out, riot, revolution, siege, war, epidemics, extraordinary government intervention, transport and/or production difficulties, import and export bans, fire, bankruptcy of the subcontractor and other similar matters.
14.2. Without incurring liability to the buyer, FRISENETTE shall have the right to suspend performance of FRISENETTE's obligations to the extent that performance is prevented or rendered unreasonably onerous by the following circumstances: any circumstance beyond FRISENETTE's reasonable control, including but not limited to: industrial dispute, pandemic, fire, war, mobilisation, requisition, seizure, currency and import restrictions, breakdown of IT systems, embargo, riot and civil unrest, shortage of means of transport, general scarcity of goods, restrictions of motive power or electricity and other utilities and shortages or delays in deliveries from subcontractors and from suppliers caused by any of the circumstances referred to in this clause.

15. Disputes and applicable law
15.1. Any dispute arising in connection with the trade between FRISENETTE and the Customer shall be settled in accordance with Danish law.
15.2. All disputes, disagreements and claims arising directly or indirectly from the parties' dealings, including the interpretation of these terms and conditions, shall, at FRISENETTE's discretion, be brought before the Court of Kolding as the court of first instance or for final decision before the Danish Institute of Arbitration in Copenhagen, in accordance with the rules adopted by the Danish Institute of Arbitration in this regard and applicable at the time the arbitration proceedings are initiated. The language used in this process shall be Danish.