These Terms and Conditions (updated August 2018) apply to the contract for the supply of goods sold by Vesterbrogade 124 ApS, a company registered in København V, Denmark, Establishing since 23-01-2012 with CVR / VAT No: 34216134 and CVRP No.: 1017431818 to the exclusion of any other terms that the customer (‘you’, ‘your’) seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.1. The Order constitutes an offer by you to purchase the Goods from us in accordance with these Terms and Conditions.
1.2. Orders are accepted subject to availability of the Goods from the manufacturer or importer.
1.3. The Order shall be deemed accepted on our doing any act consistent with fulfilling the Order, at which point the Contract shall come into existence.
2.1. Our standard minimum delivery value is € 1,650 excluding VAT. We reserve the right not to deliver an Order which is valued at less than € 1,650 and an additional charge may be levied on Orders delivered which are less this amount.
2.2. We shall ensure that:
a) the Goods are properly packed and secured in such manner as to enable them to reach their destination in good condition;
b) each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods and, if the Goods are being delivered by installments, the outstanding balance of Goods remaining to be delivered.
2.3. We shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after we notify you that the Goods are ready.
2.4. Delivery of the Goods shall be completed on the unloading the Goods at the Delivery Location or the Goods being placed in your possession and control.
2.5. The number of packages / tons delivered should be checked by you in the presence of the container(s) clearing agent or driver. Claims for shortages, loss, damages or short deliveries should be made at the time of delivery but, in any event, claims must be made to our registered office via email within 24 hours of delivery for investigation.
2.6. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. We shall not be liable for any delay in delivery of the Goods that is caused by an event outside our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.
2.7. We deliver to all locations worldwide as agreed in advance by a director.
2.8. Containers, pallets and other packing materials remain our property at all times and you shall make any such packaging materials available for collection at such times as we shall reasonably request. We reserve the right to charge for any items left at your premises at your request which are not returned on demand or are lost by you.
3. Product Durability
Food products as defined under the Food Labelling Regulations with a life from manufacture of twelve months or less must show a ‘best-before’ or a ‘use-by’ date. We endeavour to ensure that all dated stock has an optimum remaining life when we sell to you. You are advised to check the durability dates upon receipt and any returned products relating to date coding are accepted solely at our discretion.
4. Risk and Title
4.1. The risk in the Goods shall pass to you on completion of delivery.
4.2. Title (ownership) to the Goods shall not pass to you until we receive payment as per agreed invoice value (via bank to bank transfer) for the Goods and all delivery charges.
4.3. Until title to the Goods has passed to you, you shall:
a) store the Goods separately from all other goods held by you so that they remain readily identifiable as our property;
b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
d) notify us immediately if you become subject to any insolvency event; and
e) give us such information relating to the Goods as we may require from time to time.
4.4. If before title to the Goods passes to you, you become subject to any insolvency event, then, without limiting any other right or remedy we may have:
a) your right to resell the Goods or use them in the ordinary course of its business ceases immediately; and
b) we may at any time:
i require you to deliver up all Goods in your possession that have not been resold, or irrevocably incorporated into another product; and
ii if you fail to do so promptly, enter any of your premises or of any third party where the Goods are stored in order to recover them.
5. Price and Payment
5.1. All items from our current price list are offered subject to availability. Unless otherwise agreed, prices are fixed on the day the goods are ordered. VAT will be charged only for certain products at the appropriate rate on Goods where applicable, for which you will be additionally liable to pay in such cases.
5.2. All prices quoted reflect duties and levies currently in force. For products imported after March 2019 should duties change we reserve the right to amend the price immediately to reflect the removal or addition of duty, levies or other taxes
5.3. We may invoice you for the Goods on or at any time after the completion of delivery.
5.4. Our standard payment terms are Bank to Bank Transfer using MT103 system of payment. All Payment shall be made to the bank account nominated in Invoices and contracts by us and time of payment is of the essence. Alternative or extended payment terms may be agreed by us in writing. We offer accounts at our discretion.
5.5. “Cash on Delivery” accounts must be settled by either cash or cheque upon completion of delivery. If payment is not available on delivery, it is our discretion whether the Goods will be left with you or if they will be removed until the account is settled.
5.6. All payments are made directly to us by MT103 system of payment and buyer will pay as follows;
45% deposit is required against Invoice to activate your order while the balance of 55% will be paid within 48 hrs maximum after goods dispatched confirmation from the shipping line with attached copies of all shipping documents.
5.7. Any agreement relating to settlement discounts or rebates payable must be agreed in writing via email by a named Director of the company. Representations made by other employees will not be treated as firm agreements until counter-signed by a Director. Payments to you under rebate agreements will only be made as long as the specific clauses shown on the agreement have been met. These clauses will relate to prompt payment, minimum deliveries and volume of deliveries. Settlement discounts may only be taken by you when payment is made to agreed terms.
6.1. We warrant that all Goods we offer for sale are of the nature, substance and quality described and comply with all statutory requirements from time to time in force relating to the sale of food.
6.2. Subject to clause 6.1, if:
a) you give us notice in writing within 24 hours of completion of delivery that some or all of the Goods do not comply with the warranty set out in clause 6.1, and
b) we are given a reasonable opportunity of examining such Goods; and
c) you (if we ask you to do so) return such Goods to our place of business at your cost, we shall, at our option, replace the defective Goods, or refund the price of the defective Goods in full.
6.3. We shall not be liable for the Goods’ failure to comply with the warranty set out in clause 6.1 if:
a) you make any further use of such Goods after giving a notice in accordance with clause 6.2 (a); or
b) the defect arises because you failed to follow our oral or written instructions as to the storage of the Goods or (if there are none) good practice.
6.4. Except as provided in this clause 6, we shall have no liability to you in respect of the Goods’ failure to comply with clause 6.1.
6.5 The terms of these Terms and Conditions shall apply to any replacement Goods supplied by the Supplier under clause 6.2.
7. Product Recall
7.1. If you are the subject of a request, court order or other directive of a governmental or regulatory authority to withdraw any Goods from the market (Recall Notice) you shall immediately notify us in writing enclosing a copy of the Recall Notice via email.
7.2. Unless required by law, you may not undertake any recall or withdrawal without our written permission and only then in strict compliance with our instructions about the process of implementing the withdrawal.
We may suspend further supply or delivery, stop any Goods in transit or terminate our contract by notice in writing to you if you are in breach of an obligation under these Terms and Conditions or you become unable to pay your debts / balance when they fall due or proceedings are commenced by or against you alleging bankruptcy or insolvency. Upon termination, any payments you owe to us (even if they are not yet due for payment) will be immediately due and payable and we shall be under no further obligation to supply Goods to you.
9. Limitation of Liability
9.1. Every effort has been made to ensure the accuracy of the contents of product lists, but occasionally errors may occur. Any information which we do supply, we will provide to the best of our ability, but we do not warrant against the possibility of human error and machine errors and cannot accept any responsibility for any errors or omissions or for the results obtained. Should specific characteristics of our products be of particular importance to you, please call via WhatsApp: +45 36 980 425 for full details.
9.2. We do not accept liability for any failure to perform or delay in performance caused by events outside of our reasonable control (including, but not limited to, strikes, trade disputes, accident, breakdowns, shortages affecting us or our usual sources of supply or means of delivery of the product).
9.3. Nothing in this agreement excludes or limits our liability for personal injury or death arising from our negligence, fraud or fraudulent misrepresentation, any breach of the terms implied by section 12 of the Sale of Goods Act 1979, or defective products under the Consumer Protection Act 1987, and for all other matters for which it is unlawful for us to limit or exclude our liability under Danish Law.
9.4. Subject to clause 9.3,
a) we shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
i loss of profit;
ii loss of goodwill;
iii loss of business or business opportunity; or
iv any indirect or consequential loss arising under or in connection with the Contract; and
b) our total liability to you in respect of all other losses arising under or in connection with this contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the purchase price of the Goods.
10. Data Protection
10.1. Please note that calls into the business may be recorded and/or listened to by one of our managers to assist with ongoing training and development of our staff with the aim of giving you the best possible service.
10.2. We use credit reference agencies to assess your request for a trading account. Information which we acquire about you from these agencies, and during the course of our trading relationship, will be used for internal marketing purposes and may be disclosed to other carefully vetted companies to assist us with this. On occasions we may be required by law to disclose information to government departments. You consent to us processing your personal information in this way.