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.
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.
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 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 the company in writing has specified this.
The customer recognizes that the company is a distributor of goods. Although the company will try to notify the customer of any variations of which it is aware the customer accepts that the company cannot be accountable for the consequences of any variations made by the manufacturer or as a result of shortage of supplies.
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.
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.
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.
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 purchase price of the goods.
This clause also applies for the company’s product liability (article 12).
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 documented 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.
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.:
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.
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.