B2B Terms and Conditions

1. Scope and Duration

1.1 These terms of sale and delivery apply to all offers, orders, deliveries, and payments where Ergonomii Aps (“ERGOZ”) is the supplier or subcontractor, unless otherwise expressly agreed in writing (e.g., on the order confirmation).

1.2 Any special or general conditions stated by the buyer in tender documents, orders, terms of purchase, etc., are only considered agreed upon if there’s an explicit agreement, as per point 1.1.

1.3 These terms of sale and delivery are effective from August, 2023, and remain in force until otherwise communicated by ERGOZ.

2. Offers

2.1 All offers are made with reservations for errors, deficiencies, and other discrepancies, including typographical errors, intermediate sales, and production materials.

2.2 Offers are binding for ERGOZ for 20 days from the date of the offer unless a different period is explicitly stated in the offer.

2.3 The delivery times mentioned in the offer are only indicative; ERGOZ reserves the right to change the delivery date in the final order confirmation.

3. Order Placement/Order Confirmation

3.1 An agreement is binding for ERGOZ only when the buyer has received a written order confirmation from ERGOZ, except in cases where the buyer accepts an offer made by ERGOZ within the acceptance period, as per point 2.2.

3.2 The order confirmation, along with these sales and delivery terms, forms the basis for all business between ERGOZ and the buyer.

3.3 The buyer should always verify the order confirmation immediately upon receipt. Any objections to its content must be communicated in writing to ERGOZ within 3 working days from the date of the confirmation. Otherwise, the buyer is considered bound by the order as confirmed.

3.4 Cancellation or modification of orders can only occur for ERGOZ’s standard products and with ERGOZ’s written consent in each case, against simultaneous payment of (i) a fee of 25% of the confirmed sales price and possibly (ii) all of ERGOZ’s incurred costs concerning the order.

3.5 ERGOZ reserves the right to reject orders until any outstanding amounts due to the buyer are paid to ERGOZ.

4. Delivery and Delivery Time

4.1 Delivery is made EX Works (EXW) from ERGOZ’s warehouse in Denmark, Incoterms 2020, unless otherwise agreed (e.g., on the order confirmation).

4.2 The delivery time indicated in the order confirmation is estimated, and the final confirmation will be given at the end of the week before the final delivery. A delay of a specific delivery from ERGOZ, within 4 working weeks from the delivery time stated in the order confirmation, is considered on time.

4.3 In case of a delivery delay beyond these 4 weeks, and if delivery has still not occurred 7 days after the buyer’s subsequent request, the buyer is entitled to cancel the order in writing without payment of the amounts mentioned in point 3.4. The buyer cannot claim other remedies due to the delay, including compensation.

4.4 The buyer’s right to cancel the order, as per point 4.3, does not apply if (i) the delivery time was indicated by ERGOZ with reservations, (ii) the product was custom-made for the buyer, (iii) the delay was due to force majeure, as per point 14, (iv) unusually high demand, or (v) directives from public authorities.

4.5 In case of delay due to the buyer’s circumstances, the buyer is obligated to pay the purchase price on time and bears any storage costs. Partial deliveries can occur. If this happens due to the customer’s request, additional costs will be charged to the buyer.

4.6 For orders below €1,300 (10,000 DKK), shipping costs will be added.

5. Prices and Payment Terms

5.1 ERGOZ’s prices are those valid on the day of the order unless otherwise agreed in writing.

5.2 Unless otherwise agreed, the order will include an environmental fee, covering site cleanup and environmentally friendly waste disposal. This fee is dependent on the order size:

• €0 – €130,000: 1.87%

• Above €130,000: 0.97%

5.3 Payment terms are net 8 days upon delivery unless otherwise agreed in writing.

5.4 ERGOZ reserves the right, for orders over €13,000 (99,000 DKK) or orders containing custom-made products, to change the payment terms to: 30% upon order receipt, 40% at production start, and 30% after delivery.

5.5 ERGOZ always requires 100% prepayment upon order receipt for specially developed and manufactured customer solutions.

5.6 Payments should be made by bank transfer to ERGOZ’s bank account unless another payment method is agreed upon in writing. The buyer bears any bank transfer costs.

5.7 If payment is made after the final due date, an interest of 1.5% per commenced month from the due date until the amount is credited to ERGOZ’s bank account will be charged. Interest notes must be paid net in cash within 3 days.

5.8 If ERGOZ cannot get credit approval for the buyer, 100% prepayment upon order receipt will be required.

5.9 The buyer cannot offset any potential claims they might have against ERGOZ, and payment cannot be denied referring to a product defect unless ERGOZ has acknowledged the complaint. In case of delay, the buyer cannot withhold payment of already due amounts.

5.10 ERGOZ reserves the right to use an invoice purchase service, whereby the buyer receives the invoice via the invoice purchasing company. Payment terms do not change based on this.

6. Retention of Title

6.1 ERGOZ retains, with the limitations set by mandatory laws, the ownership of the sold item until the entire purchase sum, including any accrued costs, is paid to ERGOZ.

7. Returns

7.1 ERGOZ only accepts product returns following prior agreement, and only if the products are returned to an ERGOZ-specified warehouse in clean, undamaged, and unopened packaging, as per point 3.4. Products and parts outside ERGOZ’s standard assortment, modified products, and products upholstered with customer textiles are not accepted for return.

7.2 Returns are made at the buyer’s expense and risk. Upon return to ERGOZ, the buyer is refunded the purchase price minus 25%.

8. Warranty

8.1 ERGOZ provides a 2-year manufacturing warranty on newly produced goods against manufacturing defects in materials and constructions. The warranty never covers normal wear and tear, damage to coverings and surfaces (including surface treatments), and damages due to incorrect or insufficient maintenance or use.

8.2 Unless otherwise agreed, a 2-year manufacturing warranty is provided for mechanical and electronic parts, with the content and limitations following point 8.1.

8.3 Products manufactured per customer specifications are not covered by ERGOZ’s test certificates concerning strength, durability, and stability, and therefore, ERGOZ provides no warranties for them.

8.4 When invoking the warranty, ERGOZ can freely choose between (i) redelivery, (ii) repair, (iii) taking back the goods while crediting the purchase sum, and (iv) granting the buyer a proportional reduction in the purchase sum. Furthermore, point 13 about liability limitations applies in relation to any compensation liability.

9. Deficiencies and Complaints

9.1 Any complaint about errors or deficiencies in the product must be made in writing no later than 7 days after the delivery date. Complaints made after this period have no legal effect unless the error or deficiency can be identified with a proper inspection of the product immediately after delivery. In the latter case, complaints must be made no later than 7 days after the error or deficiency was or should have been identified. Under no circumstances can errors or deficiencies be invoked more than 1 year after delivery unless a warranty has been provided according to point 8.

9.2 Complaints about transport damage or other visible errors and deficiencies before the product’s unpacking must be made in writing by the buyer upon delivery. Otherwise, the damage cannot be invoked against ERGOZ.

9.3 For timely complaints about errors and deficiencies, points 8.4 and 11 apply.

10. Result Liability

10.1 ERGOZ is liable if a delivered product causes personal injury or damages an object, provided the respective object is typically intended for commercial use and primarily used by the injured party accordingly.

10.2 ERGOZ is not liable for commercial property damage unless it is proven that the damage is due to mistakes by ERGOZ that should not have been avoided by the Buyer’s inspection of the delivered products.

10.3 If, due to commercial property damage, ERGOZ is imposed with liability towards a third party beyond the limits set herein, the Buyer is obliged to indemnify ERGOZ fully.

10.4 If a third party makes a compensation claim against the Buyer due to product liability, the Buyer must immediately notify ERGOZ in writing.

10.5 In the case of property and/or personal injury caused by defects in ERGOZ’s products, ERGOZ must be promptly given the opportunity to inspect the location of the damage and any property damage.

11. Limitation of Liability

11.1 ERGOZ’s liability, including delay as mentioned in point 4, warranty liability in point 8, deficiency liability in point 9, and product liability in point 10, is in every respect limited by the provisions in point 11.

11.2 ERGOZ assumes no compensation liability for losses caused by delays, deficiencies, or other breaches unless the loss is caused by gross negligence on ERGOZ’s part.

11.3 ERGOZ assumes no liability for indirect losses, including loss of goodwill, lost profits (e.g., loss of margin), operating losses, ongoing costs, and loss of clientele.

11.4 ERGOZ’s compensation liability in relation to a single order is always limited to 60% of the value of the respective order, calculated as the total purchase price excluding VAT.

12. Technical Information

12.1 Product information, illustrations, drawings, technical data (e.g., weight, dimensions, volume, strength, load capacity, performance, and surface), materials in catalogs, brochures, or other material from ERGOZ are only indicative.

12.2 ERGOZ reserves the right to change specifications and descriptions without notice.

12.3 All drawings and technical documents regarding products handed over to the Buyer remain ERGOZ’s property. Such material may not be used, copied, reproduced, handed over to a third party, or otherwise disclosed without ERGOZ’s written consent.

12.4 ERGOZ retains full ownership of all intellectual property rights concerning delivered products, including patents, design, trademarks, and copyrights.

13. Ergonomic Information

13.1 ERGOZ’s information about the ergonomic properties of the products is purely indicative and cannot replace individual ergonomic advice.

13.2 No liability or other breach of obligation can be asserted against ERGOZ regarding the content of ergonomic information or requirements from public authorities.

14. Force majeure

14.1 The Buyer cannot assert breach of obligations against ERGOZ if a delivery delay is due to an event beyond ERGOZ’s control, such as fire, war, mobilization, labor conflicts, seizures, currency restrictions, riots, general product shortages, or delays in deliveries from subcontractors.

14.2 If ERGOZ wishes to invoke force majeure, they must notify the Buyer in writing within a reasonable time.

15. Governing Law and Jurisdiction

15.1 These sales and delivery terms are governed by Danish law.

15.2 Any dispute between the parties regarding these sales and delivery terms shall be settled by the Court in Helsingør or, if subject to high court processing, by the Eastern High Court in Copenhagen.

15.3 ERGOZ also has the right to bring a lawsuit at the court located where the Buyer’s business is based.

15.4 Important Note: In case of any discrepancies or misunderstandings, the Danish version of these terms and conditions is legally binding.