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Terms of sale and delivery

1. General

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

2. Orders

All orders are subject to the availability of goods and to written acceptance (“order confirmation”) by Convena Distribution A/S. Any prior indications by Convena Distribution A/S 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 Convena Distribution A/S and any variations thereto shall not give rise to any claim against Convena Distribution A/S. Convena Distribution A/S reserves the right to pass on to the customer any increase in the costs connected 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 Convena Distribution A/S in writing has specified this.

4. Manufacturer's specification

The customer recognizes that Convena Distribution A/S is a distributor of goods. Although Convena Distribution A/S will try to notify the customer of any variations of which it is aware the customer accepts that Convena Distribution A/S cannot be accountable for the consequences of any variations made by the manufacturer or as a result of a 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. Convena Distribution A/S only transfers such titles as it may have, and no warranties expressed or implied are given as to whether or not the intended use is permitted by the owner of such rights.

6. Delivery

The customer has been informed about the expected dates and times for delivery in Convena Distribution A/S’s “ETA” (estimated time of arrival) which the customer has received in connection with the customer’s order. All dates and times quoted in Convena Distribution A/S’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 specifically reserved in the customer's written order and accepted in writing by Convena Distribution A/S.
Offers for goods ex-stock are subject to the goods being unsold at the time of the customer's order or the resolution of technical details whichever is the latter.
Unless specifically included in the order confirmation, prices do not include delivery and any delivery charges and delivery costs incurred by Convena Distribution A/S will be passed on to the customer.
Convena Distribution A/S reserves the right to make part deliveries. Convena Distribution A/S is not obliged to accept a new request by the customer for Convena Distribution A/S to delay or split deliveries and if Convena Distribution A/S accepts such a request this may result in a stocking charge and any additional costs incurred by Convena Distribution A/S will be debited to the customer.
The customer must examine the goods upon receipt and must notify Convena Distribution A/S within 48 hours of receipt of an incorrect delivery of goods, any defects, non-conformity, missing goods or transport damages. After 48 hours, Convena Distribution A/S 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 Convena Distribution A/S, unless otherwise agreed, and Convena Distribution A/S is entitled to withhold the goods, until payment is received.
  2. If the customer fails to make a punctual payment, Convena Distribution A/S 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.
  3. A credit card processing fee will be added to all credit card payments. The fee is depended on which payment company (American Express, Discover, Mastercard, Visa, or other and the type of credit card that is used.
8. Reservation regarding discontinued goods or price increases for goods which are ex stock, shortage of goods, force majeure etc.

Convena Distribution A/S 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 the manufacturers conditions of sales or the agreement is impossible for Convena Distribution A/S to perform for whatever reason. Convena Distribution A/S 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 Convena Distribution A/S.

If the goods, which have been ordered, are ex-stock, Convena Distribution A/S is entitled to cancel the order if Convena Distribution A/S’s purchase price exceeds Convena Distribution A/S’s selling price. Convena Distribution A/S is also entitled to cancel the order if the goods are discontinued. Convena Distribution A/S shall not be liable for any direct or indirect loss or claim if Convena Distribution A/S 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, Convena Distribution A/S shall have the right to suspend deliveries until payment has been made for goods already supplied and for all outstanding orders. Convena Distribution A/S can also suspend and withhold deliveries, if Convena Distribution A/S has other reason to believe that the customer may not pay for the goods, for example if the customer has not paid for other deliveries from Convena Distribution A/S or other suppliers.

10. Retention of title and risk

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 Convena Distribution A/S 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 insurance of the goods.
Retention of title: Convena Distribution A/S 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 Convena Distribution A/S and the customer have been settled and paid. The delivered goods therefore remain the property of Convena Distribution A/S until payment has been effectuated.
If the delivered goods are returned by the buyer, the buyer does not enjoy ownership or title to the returned goods. Return of the goods takes place free of charge to Convena Distribution A/S.
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 assigns 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.
Until title to the goods passes to the customer, the customer shall hold the same in its fiduciary capacity as bailee for Convena Distribution A/S 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 Convena Distribution A/S's property; and Convena Distribution A/S reserves the right to dispose of the goods and Convena Distribution A/S may retake possession of the goods at any time.

11. Claims against Convena Distribution A/S – limitation of liability

The customer recognizes that Convena Distribution A/S is not the manufacturer of the goods supplied. Convena Distribution A/S will pass on to the customer all (if any) unexpired warranties it receives from the manufacturer(s) provided that Convena Distribution A/S has the right to transfer such warranties to the customer. Convena Distribution A/S 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 a 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 relating to defects, non-conformity, non-deliverance or delay, etc., shall not exceed the purchase price of the goods.
This clause also applies to Convena Distribution A/S’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 Distribution A/S is only liable for personal injury caused by the delivered products if it is documented that the injury is a result of Convena Distribution A/S negligence or by negligence from others for whom Convena Distribution A/S is responsible for. Convena Distribution A/S is not responsible for any incorrect use of the products.

Convena Distribution A/S is not responsible for injury on any item of moveable nor immovable property. Convena Distribution A/S 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 Distribution A/S becomes subject to product liability towards a third party, the customer is obliged to indemnify Convena Distribution A/S to the same extent, as Convena Distribution A/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 Convena Distribution A/S giving detailed reasons for rejection. No compensation, credit, or right of set-off shall be given by Convena Distribution A/S until the same has been received by Convena Distribution A/S from the manufacturer, supplier or insurer.

The following conditions apply for goods, which have been delivered in accordance with the order and without defects etc.:

If the Customer wants to return goods, the customer must send Convena Distribution A/S’s RMA-form (return material authorization) to Convena Distribution A/S. Convena Distribution A/S has no obligation to accept the customers application and wish to return goods. In some cases, Convena Distribution A/S may, based on an individual assessment, accept the customers wish to return goods on the condition that the customer pays 15% of the purchase price and all costs connected with freight and delivery of the goods to Convena Distribution A/S's stock (Industriholmen 51, 2650 Hvidovre).
Convena Distribution A/S’s “RMA” (return material authorization) is available on Convena Distribution A/S’s customer portal on www.convena.com
The customer must obtain a designated RMA document from Convena Distribution A/S, 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 convenience 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 Convena Distribution A/S's prior approval.
Unless Convena Distribution A/S and the customer have agreed otherwise, the return of goods will only be accepted by Convena Distribution A/S if the goods are packed in the original packaging in which the goods were delivered.

15. Export/import requirements

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 Convena Distribution A/S 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.
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 documentation 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.
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 Convena Distribution A/S'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 provisions 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 Convena Distribution A/S and the Customer hereby submit. Venue for all disputes is the Companies venue in Copenhagen. Convena Distribution A/S shall, however, also be entitled, at Convena Distribution A/S’s sole discretion, to let the courts at the customer’s venue decide and judge any dispute or claim between the parties.

18. Warranty

All products are delivered with the guarantees offered by the manufacturer to Convena Distribution A/S. The customer may not rely on any additional product warranty to Convena Distribution A/S. Specific warranty terms are provided under the respective brand, which can be found here.