SALES AND DELIVERY TERMS
Sales and delivery terms for Copenhagen Fabrication ApS (also doing business as “Cotter”), CVR no 33587740.
These Sales and Delivery Terms (hereinafter referred to as the “Terms”) of Copenhagen Fabrication ApS (“CF”), shall apply to all quotations and offers and any deliveries and sales orders made by CF of any products or goods including services incidental thereto (hereinafter referred to as the “Products”).
Acceptance of a Customer’s order is conditioned upon the Customer’s acceptance of these Terms, irrespective of whether the Customer accepts by written acknowledgement, by implication, or by acceptance or payment for Products ordered hereunder.
These Terms take precedence over any possible purchase conditions stated or implied by the purchaser, unless CF have accepted such purchaser conditions in writing. CF’s failure to object to any deviating terms and conditions or additions, modifications or limitations to these Terms contained in any communication from the Customer does not constitute a waiver of the provisions herein.
All written offers are valid for 8 days from date of offer, unless otherwise stated. Furthermore, all goods offered are always subject to availability, even if it has not been explicitly stated in the offer.
Any information and data on Products, illustrations, drawings, and information in e.g. leaflets or stated on the website of CF are for guidance only. Information given by CF shall only be binding subject to a final agreement of sale in the Order Confirmation.
A final agreement of sale is only binding for CF, when CF has sent a written confirmation of the order (hereinafter referred to as “Order Confirmation”) to the Customer.
CF shall at all times without incurring liability be entitled to modify the production processes, packing and/or labelling of the Products without prior notice to the Customer.
CF shall have the right to cancel any Order Confirmation without notice to the Customer in the event that the Customer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business or if it is deemed highly likely that one of the aforementioned circumstances will occur in the near future.
- PRICES AND TAXES
The price payable for the Products ordered by the Customer is set out in the Order Confirmation.
All prices are exclusive of VAT and duties.
- TECHNICAL/PRODUCT INFORMATION
See //cotter.co/how_to/preparing-files-illustrator, for an overview of drawing requirements and specifications.
CF cuts according to the Customer’s drawing without drawing modifications, unless by prior written arrangement. This includes offsetting lines to account for the reaction of materials to the laser process or the width of the laser cut. It is the responsibility of the Customer to follow the drawing guidelines and that the drawing is suitable for use.
The quality of the artwork and the properties of the material or object will affect how the image will be marked on the piece. If component tolerances are of particular importance, or if the Customer is not confident of the suitability of their drawing for lasering, CF may offer prototyping, drawing evaluation and adjustment, and post cut tolerance testing as chargeable additional services.
If CF undertakes designing or other chargeable additional services for the Customer, drawing specifications and any subsequent changes to drawing specifications from CF should ideally be confirmed in writing by the Customer. CF cannot be held responsible for misinterpretation of a Customer’s verbal instructions.
In some cases, drawings need to be produced before work can be accurately quoted. In these cases, the Customer is liable for drawing charges even if the project does not proceed. A separate Order Confirmation is provided for these drawing services prior to commencing.
CF are only obliged to store the Customer’s design files for the duration of the project, unless otherwise accepted by CF.
- MATERIALS PROVIDED BY CF
Variations will occur in natural and manufactured materials. Without prior written agreement, it is not the responsibility of CF to pre-check material thickness or other parameters before commencing laser work. CF relies on manufacturers’ specification details in good faith, and use these materials in the accepted way. CF can check the tolerances of a material and communicate these to the Customers prior to commencing laser work as a chargeable additional service, if required.
CF is not liable for any inconsistencies in material that could result in inaccuracies with the cutting or engraving, although every effort will be taken to ensure the best results.
- MATERIALS PROVIDED BY THE CUSTOMER
When a Customer provides the materials for Products, it is the Customer’s responsibility to deliver them in good condition and to ensure that they are suitable for laser work and the project intended. CF reserves the right to refuse to laser suspect materials, and to seek damages if Customer materials cause harm to staff or equipment.
CF is not liable if the results of laser works on materials provided by the Customer is not satisfactory, unless it is documented that the non-conformity is not in any way attributable to the materials provided. In such cases, CF will refund laser charges, however, not the value or replacement costs of the Customer’s material, except where the non-conformity is the result of gross negligence on the part of CF.
CF is not liable for accidental loss of or damage to Customer materials whilst in the possession of CF.
CF does not store Customer excess materials not used indefinitely. Without specific agreement in writing, Customer excess materials must be picked up or used within one month from the end of the project. After one month, CF reserves the right to charge for storage or dispose of the materials as CF sees fit.
- TIME OF DELIVERY AND DELAY
Unless otherwise agreed in writing, delivery time is not essential. Any time of delivery stated by CF is approximate and is not binding on CF.
CF may deliver the Products in one or more consignments and invoice each consignment separately.
If delivery is delayed, and CF is responsible for the delay, the Customer shall be entitled to demand delivery by written notice to CF. This is, however, conditional on the Customer fixing a final deadline of minimum five (5) working days, within which deadline the delivery shall be made, thus indicating the Customer’s intent to revoke the Order Confirmation, if delivery has not taken place within such deadline. Only if delivery has not taken place within this deadline, the Customer shall be entitled to cancel the Order Confirmation.
- PLACE OF DELIVERY, FREIGHT COSTS, TRANSPORTATION RISKS, HANDLING FEE
Unless otherwise stated in the Order Confirmation, delivery shall be made at the place of CF. The Customer then bears the risk of the Products. If the Customer does not collect the Products in due time, CF will store the Products at the Customer’s expense and risk.
CF reserves the right to ship Products in advance of the agreed shipping date. In the absence of any specific written instructions, CF shall be free to select the carrier and ship the Products. CF will not be liable for any losses related to shipment.
If delivery is hindered by circumstances attributable to the Customer, e.g. in case of the Customer’s refusal to take delivery, CF has the right to provide for storage of the Products at the Customer’s expense and risk or after a period of thirty (30) days dispose of the Products as CF sees fit. CF is entitled to charge storage rent, claim reimbursement of costs, etc.
Bank details for payment are printed at the end of these Terms and on the invoice.
If the Customer fails to pay on due date, CF shall be entitled to interest from the due date at a rate of two percent (2 %) per month. CF is also entitled to cancel the Order Confirmation and suspend any further deliveries under any current Order Confirmation until all outstanding sums have been paid in full.
The Customer shall not be entitled to make any deductions, set-offs, or counterclaims in sums payable to CF.
- RETENTION OF TITLE
The Products shall remain the property of CF until paid for in full, unless such retention of property is not permissible under applicable law.
Subject to below and/or unless a longer guarantee-period is set out in the Order Confirmation, CF provides a 12 months guarantee on its Products for any defects attributable to CF. The guarantee does not cover ordinary wear and tear, defects and wear on surfaces (including surface treatment), and damages due to inappropriate or inadequate maintenance, application or use.
CF expressly do not provide any warranty nor guarantee whatsoever on the strength, suitability, durability and stability of Products produced by CF based on customer specifications – unless expressly agreed in writing – and disclaims any liability for such.
- EXAMINATION AND NOTICE OF NON-CONFORMITY
Immediately upon receipt of the Products, the Customer must thoroughly examine the Products to ascertain whether the Products are conform and thus without defects. The Customer must notify CF in writing of any visible non-conform Products, quantity shortages, or incorrect shipments of Products within three (3) days of receipt of the shipment. Failure to notify CF in writing and within such period shall be deemed a waiver of any claims, including a right to return Products on the basis of visible non-conformity, shortages, or incorrect shipments.
For non-visible non-conformity in the Products, the Customer must notify CF in writing without delay when the Customer has discovered or ought to have discovered such non-conformity, and in any case before commencement of use.
Any notice of non-conformity of whatever kind must be given within twelve (12) months after the time of delivery. If the Customer fails to give such notice, the right to make any subsequent claim is forfeited as any remedies hereafter are agreed excluded.
- LIABILITY FOR NON-CONFORMITY
If the Products are proven to be non-conform due to circumstances for which CF is liable, and the Customer has notified CF as provided in clause 13, the Customer may reject such Products. In such cases, CF at its discretion must either issue a credit note in respect of such non-conforming Products; make a deduction in the price of the Products corresponding to the reduced value of the Products; or make redelivery. Any other remedies are agreed excluded.
Non-conforming Products correctly rejected by the Customer are the property of CF and shall, at CF’s request, be made available to CF. If CF elects not to take back the non-conform Products, such Products must be disposed of by the Customer.
- PRODUCT LIABILITY
CF shall not be liable for loss or damages caused by the Products, unless such liability follows from applicable mandatory law.
The Customer shall indemnify CF to the extent that CF incurs liability towards any third party in respect of any damage for which CF is not liable towards the Customer.
- FORCE MAJEURE
All Order Confirmations are subject to grounds for relief (force majeure), such as strike, lock-out, fire, war, civil disturbances, import and export bans, transport problems, unforeseen business interruptions or missing or delayed deliveries from subsuppliers, and any other events or circumstances beyond the reasonable control of CF. If orders cannot be fulfilled for such reasons, CF cannot be held responsible. This applies whether or not it is possible to get a similar article from other suppliers than the supplier who normally would supply the goods offered.
CF will notify the Customer in writing on the intervention and the cessation of such circumstances. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision. Any such event shall not entitle the Customer to terminate, claim breach of contract, or invoke any other right hereunder. However, either party shall be entitled to terminate Order Confirmations for Products delayed by force majeure by more than three (3) months.
- INTELLECTUAL PROPERTY RIGHTS
Any intellectual property rights belonging to CF, including technical documents and documentation submitted to the Customer, are and shall remain the sole property of CF and cannot be disclosed to any third party or utilised for other purposes than the ones agreed without CF’ prior written consent.
The Customer warrants that the Customer has obtained and granted all relevant permissions to use any copyrighted materials, trademarks, and brand names incorporated in the design(s) delivered to CF. In no event shall CF be liable for any intellectual property infringement, including when acting on the instructions of the Customer. The Customer must indemnify CF to the extent that CF incurs liability towards any third party in respect of any damage related to intellectual property infringements.
Any Products designed by CF remain the intellectual property of CF regardless of whether Products or parts thereof have been specifically protected by copyright, trademark, design rights or other intellectual property protection. This shall however specifically not include any intellectual property of the Customer contained within the Product design, e.g. a Customer trademark. The Customer obtains a non-exclusive right of use upon full payment.
CF may use images of finalised Products on its website and social media profiles. Images will be removed on request.
- LIMITATION OF LIABILITY AND LIABILITY CAP
CF shall not under any circumstances be liable for any indirect, special incidental or consequential losses such as operational loss, loss of profit, loss of goodwill, loss of anticipated savings or the like.
If CF has any liability for breach of contract, breach of any condition, warranty or representation or otherwise, the aggregate liability of CF to the Customer shall be limited in respect of any occurrence or series of occurrences to the contractual sales price of the relevant Products under the Order Confirmation in question.
If any provision of these Terms is finally determined to be invalid or unenforceable, no other provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision may be invalid or unenforceable in whole or part. In this case the provision(s) must be replaced by such valid and enforceable provision(s) as will come as close to the purpose and legal position of the invalid or unenforceable provision(s) as possible.
Failure by CF to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate to bar the exercise or enforcement thereof at any time or times thereafter.
- GOVERNING LAW AND DISPUTES RESOLUTIONS
Any dispute arising out of or in connection with these Terms and any Order Confirmation shall be settled in accordance with Danish law. This provision on applicable law shall not include Danish law on Conflict of Laws.
The courts having jurisdictions over CF at its business place in Denmark shall be the agreed venue. CF shall nevertheless always be entitled in lieu hereof to bring an action against the Customer at the Customers’ venue.
CF shall in any case be entitled to demand that any dispute arising out of or in connection with any Order Confirmation or the Terms, including any disputes regarding the existence, validity or termination thereof, be settled by arbitration. Such arbitration is to be administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. Both parties shall be entitled to nominate an arbitrator, and such to arbitrators shall appoint a third arbitrator to chair the tribunal. The arbitration tribunal shall be seated in Copenhagen, and the proceeding shall be conducted in Danish.
Copenhagen Fabrication ApS
Address: Fabriksparken 1
2600 Glostrup Denmark
CVR no: 33587740
Registration no: 3148
Account no: 0010885167