Terms of sale and delivery

1. General

In these conditions of trading "the company" means Convena Distribution A/S "The customer" means the customer to whom the company agrees to supply goods. "Goods" means any equipment or services supplied by the company. These terms and conditions shall apply to all contracts entered into between the company and the customer unless agreed to the contrary in writing by a director of the company.

2. Orders

All orders are subject to availability of goods and to written acceptance (“order confirmation”) by the company. Any prior indications by the company for example verbally or by e-mail shall be provisional only.

3. Prices

Catalogues, price lists, videos and other advertising or promotional material are intended to provide an indication only as to the price range and dimensions of goods offered by the company and any variations thereto shall not give rise to any claim against the company. The company reserves the right to pass on to the customer any increase in the costs con-nected with providing or delivering the goods that occur between the date of any quotation and the date of delivery.
All prices do not include VAT unless the company in writing has specified this.

4. Manufacturer's specification

The customer recognizes that the company is a distributor of goods. Although the compa-ny will try to notify the customer of any variations of which it is aware the customer ac-cepts that the company cannot be accountable for the consequences of any variations made by the manufacturer or as a result of shortage of supplies.

5. Software products

In accordance with trade practice, many manufacturers or suppliers of computer software products and similar goods retain title to the copyright and other intellectual property rights. The company only transfers such titles as it may have, and no warranties ex-pressed or implied are given as to whether or not the intended use is permitted by the owner of such rights.

6. Delivery

1. The customer has been informed about the expected dates and times for delivery in the company’s “ETA” (estimated time of arrival) which the customer has received in connection with the customer’s order. All dates and times quoted in the company’s ETA or otherwise are estimates only and any delay in meeting delivery dates will not give rise to a right to cancel the order unless such a right is specifi-cally reserved in the customer's written order and accepted in writing by the com-pany.
   
   
2. Offers for goods ex-stock are subject to the goods being unsold at the time of the customer's order or resolution of technical details whichever is the later.
   
   
3. Unless specifically included in the order confirmation, prices do not include delivery and any delivery charges and delivery costs incurred by the company will be passed on to the customer.
   
   
4. The company reserves the right to make part deliveries. The company is not obliged to accept a new request by the customer for the company to delay or split deliveries and if the company accepts such a request this may result in a stocking charge and any additional costs incurred by the company will be debited to the cus-tomer.
   
   
5. The customer must examine the goods upon receipt and must notify the company within 48 hours of receipt of an incorrect delivery of goods, any defects, non-conformity, missing goods or transport damages. After 48 hours, the company shall not be liable for any claims by the customer for incorrect delivery, defects, non-conformity or missing goods.
   
   

7. Payment

1. Payment of goods is to be made in full prior to the goods being dispatched by the Company, unless otherwise agreed, and the company is entitled to withhold the goods, until payment is received.
   
   
2. If the customer fails to make punctual payment, the company will (in addition to any other remedies) charge and be entitled to be paid by the customer interest on overdue accounts at the rate of 2 percent per month until payment is received.
   
   

8. Reservation regarding discontinued goods or price increases for goods which are ex stock, shortage of goods, force majeure etc.

The company shall not be liable for any loss whatsoever suffered by the customer in the event of cancellation of the agreement to supply goods if the supply of the goods would be illegal, contrary to manufacturer's conditions of sales or the agreement is impossible for the company to perform for whatever reason. The company shall not be liable for any loss or claim, which is the result of the manufacturers shortage of the ordered goods or the manufacturers denial to deliver goods to the company.

If the goods, which have been ordered, are ex stock, the company is entitled to cancel the order if the company’s purchase price exceeds the company’s selling price. The company is also entitled to cancel the order if the goods are discontinued. The company shall not be liable for any direct or indirectly loss or claim if the company cancels the order, based on price increases, as mentioned or if the goods are discontinued.

9. Insolvency

In the event that the customer is declared insolvent or compounds with its creditors or has distress levied against its goods or assets, or in the case of a limited company compounds with its creditors, or has distress levied against its goods or assets or is wound up or has a receiver appointed for whatsoever reason, the company shall have the right to suspend deliveries until payment has been made for goods already supplied and for all outstanding orders. The company can also suspend and withhold deliveries, if the company has other reason to believe that the customer may not pay for the goods, for example if the cus-tomer has not paid for other deliveries from the company or other suppliers.

10. Retention of title and risk

1. Unless otherwise agreed risk in the goods shall pass to the customer at the time of delivery to or collection by the customer or its agent whichever is the earlier. Goods are considered delivered and risk has therefore passed to the customer, when the goods have been collected by a carrier (appointed/ordered by the company of the customer) from Convena Distribution A/S’ stock or if the goods have been collected by a carrier from suppliers/manufactures stock in order to send or ship the goods to the customer. The customer must arrange and pay for any in-surance of the goods.
   
   
2. Retention of title: The Company keeps full title and ownership to all supplied goods, unless otherwise agreed, until the purchase price, including interest; any costs and any other outstanding accounts between the company and the customer have been settled and paid. The delivered goods therefore remain the property of the compa-ny until payment has been effectuated.
   
   
3. If the delivered goods are returned by the buyer, the buyer does not enjoy owner-ship or title to the returned goods. Return of the goods takes place free of charge to the company.
   
   
4. The buyer hereby assigns to the seller all rights to outstanding accounts, which the customer may have in connection with resale of the goods, and the customer as-signs the customers possible rights to retention of title and ownership to the goods, which the customer may have in connection with the resale of the goods.
   
   
5. Until title to the goods passes to the customer, the customer shall hold the same in its fiduciary capacity as bailee for the company and shall keep the goods separate from that of the customer and third parties and ensure that the goods are at all times identifiable as the company's property; and the company reserves the right to dispose of the goods and the company may retake possession of the goods at any time.
   
   

11. Claims against the Company – limitation of liability

The customer recognizes that the company is not the manufacturer of the goods supplied. The company will pass on to the customer all (if any) unexpired warranties it receives from the manufacturer(s) provided that the company has the right to transfer such war-ranties to the customer. The Company shall not be liable for any indirect loss, including loss on operations, interruption of business or operations, loss of profits or revenue, time costs, related costs/expenses, any claims from third party (for example claims regarding loss of profits or revenue from the customers buyers), etc., as a result of a notice of non- conformity, defects, delay, non-deliverance etc. Any claim made by the Customer in relation to the order or claims derived from the delivery agreement, including claims relat-ing to defects, non-conformity, non-deliverance or delay, etc., shall not exceed the pur-chase price of the goods.
This clause also applies for the company’s product liability (article 12).

12. Product liability

With respect to product liability, the limitation of liability in article 11 and below applies except where anything else follows under compulsory Danish law.
Convena is only liable for personal injury caused by the delivered products, if it is docu-mented that the injury is a result of Convena’s negligence or by negligence from others whom Convena is responsible for. Convena is not responsible for any incorrect use of the products.

Convena is not responsible for injury on any item of moveable nor immovable property. Convena is similarly not liable for any indirect loss, including, but not limited to, loss of operations, interruption of operations, loss of profits, related costs/expenses etc. as a result of damage/injury caused by the delivered product.
If Convena becomes subject to product liability towards a third party, the Customer is obliged to indemnify Convena to the same extent, as Convena’s liability is limited under this section.

13. Returns and returns procedure

All goods shall be deemed accepted unless rejected within 7 days of delivery or collection of the goods. Notice of rejection must be delivered in writing to the company giving detailed reasons for rejection. No compensation, credit, or right of set-off shall be given by the company until the same has been received by the company from the manufacturer, supplier or insurer.
The following conditions apply for goods, which have been delivered in accordance with order and without defects etc.:

1. If the Customer wants to return goods, the customer must send the company’s RMA-form (return material authorization) to the company. The company has no obligation to accept the customers application and wish to return goods. In some cases, the company may, based on an individual assessment, accept the customers wish to return goods on condition that the customer pays 15% of the purchase price and all costs connected with freight and delivery of the goods to the compa-ny’s stock (Industriholmen 51, 2650 Hvidovre).
   The Company’s “RMA” (return material authorization) is available on the company’s customer portal on www.convena.com
   
   
2. The customer must obtain a designated RMA label from the company, which will contain an identification number, and which shall be affixed by the customer to the packaging in a prominent position. This procedure is solely for administrative con-venience and the issue of a return label shall not be taken as an admission of any fault in relation to the goods being returned. No goods shall be returned without the company's prior approval.
   
   
3. Unless the company and the customer have agreed otherwise, the return of goods will only be accepted by the company if the goods are packed in the original pack-aging in which the goods were delivered.
   
   

15. Export/import requirements

1. Where the goods are destined, directly or indirectly, for an non-Danish location or where the customer is stated not to be a Danish resident, the customer will (if the company and the customer have not agreed otherwise in writing) pay any duty or tariffs etc. on imported goods and the customer will be solely responsible for all bank charges, fees, agency fees, commission and interest on overdue payments.
   
   
2. The customer shall ensure that the equipment is fit and suitable for import and use in the country or countries of importation and that equipment and relevant docu-mentation comply with all necessary law and governmental or other official regulation, safety requirements, specifications or requirements whatsoever, including certificates of origin. All reports and contact with authorities regarding the import of the goods is solely the customer’s responsibility.
   
   
3. The customer is advised that the goods may be subject to U.S. government export regulations and where these apply, it is the customer's sole responsibility to obtain authorization from the U.S. government before re-exporting the goods from the country of purchase.
   
   

16. Severability

If and to the extent that any provision or any part of the company's standard trading conditions are illegal, void, or unenforceable for any reason, then such provisions or part therefore (as the case may be) shall be deemed to be severable from the remaining pro-visions or parts of the relevant provisions, as the case may be all, of which remaining provisions shall remain in full force and effect.

17. Law and Venue

All contracts shall be deemed to have been made in Denmark and shall be governed in all respect only by Danish law. All disputes, claims, differences or questions at any time aris-ing from or related to the customers purchases and orders or related to the business relations between the parties shall be determined, judged and decided in accordance with Danish law by the Danish Courts to whose jurisdiction the Company and the Customer hereby submit. Venue for all disputes is the Companies venue in Copenhagen. The Com-pany shall, however, also be entitled, at the Company’s sole discretion, to let the courts at the customer’s venue decide and judge any dispute or claim between the parties.