General terms and conditions
The following Terms and Conditions for Sale and Delivery shall apply to the sale and delivery of Christmas trees and greenery by HDNORDICTREES, unless it has been otherwise agreed in writing between HDNORDICTREES and the Purchaser.
1. Quantity
1.1 Delivered quantity may deviate from the agreed order quantity by +/- 10%. This shall apply to the total quantity as well within the agreed grades. In this scope the Purchaser shall accept the actually by the supplier delivered quantity at the agreed price per unit.
2. Price
2.1 The price is shown in the currency indicated.
2.2 The price does not include VAT, customs duties and customs clearance costs or direct/indirect taxes.
2.3 If delivery to the address of the Purchaser is agreed, the price does not include unloading of the goods at the Purchasers place. The Purchaser shall in that case, on his own expense, take care of unloading as specified below under clause 8.
2.4 If delivery ex works/loading place in forest is agreed, the price includes loading the goods onto the Purchasers truck / a truck chartered by the Purchaser.
2.5 Until delivery, the Purchaser must accept HDNORDICTREES’ changes to the price resulting from proven cost increases for HDNORDICTREES attributable to changes in exchange rates, customs, taxes and charges, etc. related to the delivery.
2.6 According to the exchange rate mechanism II (WKM II) the price converted from EUR to DKK cannot deviate by more than +/- 3% of 7.45 DKK, that is, between 7.6735 and 7.2265. If the exchange rate deviates by more than that, or if the currency is different than EUR, HDNORDICTREES shall be entitled to payment in DKK based on the EUR exchange rate on the date when the contract with the Purchaser was concluded.
2.7 When the Purchaser is responsible for transport of the goods from the goods’ place of origin (i.e. when delivery ex. works/loading place in forest is agreed), the Purchaser shall upon pickup of the goods, immediately send HDNORDICTREES comprehensive documentation that the goods concerned are transported by the Purchaser (/ a freight company contracted by the Purchaser), from the goods’ place of origin, to the Purchasers place. If the Purchaser does not send the documentation, or makes other arrangements / fails to make arrangements, meaning that HDNORDICTREES cannot sell the products in accordance with the basis purchase price stated, in addition to the purchase price for the products, the Purchaser is obligated to immediately pay the full VAT to HDNORDICTREES and/or other amounts, which HDNORDICTREES in such cases may be required to pay to Danish authorities or the authorities of other countries.
3. Payment, retention of title and guarantee
3.1 Payment shall be made at the agreed time and on the terms agreed in the contract.
3.2 Delivered goods shall remain the property of HDNORDICTREES until successful payment.
3.3 The Purchaser must pay default interest in case of delay of payment according to the regulations of the Danish Interest Act (renteloven).
3.4 Any payment under the contract is considered made by the Purchaser, when the due amount is credited the bank account of HDNORDICTREES.
3.5 If the Purchaser must make an advance payment and/or provide a bank guarantee according to the contract, and the Purchaser has not made the advance payment on time, and/or has not provided the bank guarantee on time, and/or the provided bank guarantee does not meet agreed conditions, this shall immediately (not subject to a reminder from HDNORDICTREES) be considered a serious material breach of contract on the part of Purchaser.
3.6 If contractual securities (by means of an advance payment and/or bank guarantee) issued by the Purchaser, does not cover the full contract amount, the Purchaser is not entitled to deduct any part of the advance payment in the invoices issued by HDNORDICTREES, before the Purchaser has effectively paid the invoice amount corresponding with the deviation between the contractual securities and the contract amount.
3.7 HDNORDICTREES shall be entitled to withhold further deliveries to the Purchaser, if the latter fails to pay due invoices, instalments, to provide a bank guarantee / advance payment or in other ways are in breach of contract.
3.8 If the order is entirely or partially cancelled by the Purchaser, HDNORDICTREES is entitled to charge the Purchaser 100% of the purchase price for the cancelled delivery.
4. Grading and processing
4.1 All grading and processing takes place according to the grading regulations of HDNORDICTREES (which can be found at www.hdnordictrees.com).
5. Inspection
5.1 The Purchaser is allowed to inspect the trees before processing. The inspection shall take place within normal business hours upon request of the Purchaser (exact date and time is to be agreed between the parties).
5.2 If the Purchaser does not perform an inspection of the trees, later submission of claims against HDNORDICTREES based on circumstances which would have been visible upon such an inspection shall be excluded.
6. Delivery
6.1 Delivery shall take place according to the agreement between the Purchaser and HDNORDICTREES.
6.2 If the delivery address is agreed to be the address of the Purchaser, the delivery shall be deemed successful, when the truck transporting the goods to the Purchaser, has arrived with the goods at the delivery address.
6.3 If the delivery address is agreed to be ex works/loading place in forest, the delivery shall be deemed successful, when the goods have been loaded on truck/trailer at the agreed loading place (which truck shall be chartered by the Purchaser).
6.4 The exact delivery date and time for each delivery must be agreed between the Purchaser and HDNORDICTREES in due time before delivery.
6.5 When delivery to Purchasers address is agreed, delay during transport due to circumstances beyond the control of HDNORDICTREES, including but not limited to customs clearance or adverse weather conditions, the delivery date shall be postponed by the period of delay resulting from the circumstances in question.
6.6 If delivery is not made on the delivery date, the Purchaser shall in a written message set a final additional delivery deadline, being no less than 8 days from the Purchasers message hereof. The Purchaser shall not be entitled to withdraw from the contract or submit any other claims based on the delay. If the delivery date for Christmas trees is agreed between 15th and 23rd December, the Purchaser can shorten the above-mentioned period of 8 days subject to providing adequate justification.
6.7 In case of delivery delay attributable to the Purchaser, the latter must makeall payments to HDNORDICTREES, as if the delivery had been made on time.
7. Loading
7.1 Each consignment shall be loaded by species and grade. To facilitate the efficient loading for HDNORDICTREES, the Purchaser must timely before delivery supply a written packing list and loading plan. The packing list and loading plan must be approved by HDNORDICTREES.
8. Unloading
8.1 When delivery is agreed to be the address of the Purchaser, the latter must take care of unloading the goods no later than 2 hours from the truck's arrival at the Purchaser. Should the Purchaser fail to unload within the aforementioned 2 hours, any direct/indirect costs incurred by HDNORDICTREES resulting from the extra waiting time, must be borne by the Purchaser.
9. Transfer of risk
9.1 The risk of the trees/greenery is transferred from HDNORDICTREES to the Purchaser upon delivery of the trees/greenery (i.e., depending on the delivery terms agreed, being either when the truck delivering the goods at the Purchasers place has arrived at the Purchasers place or when the truck/trailer transporting the goods away from the goods’ place of origin to the Purchaser, has been loaded with the goods).
10. Defects
10.1 The Purchaser must check the trees/greenery with diligence of a prudent businessman immediately after delivery to make sure that delivered goods are compliant with the contract.
10.2The Purchaser must compare the delivered trees/greenery with the consignment letter to check whether the delivery is compliant with the contract, however, subject to clause 1.1, and must check the trees/greenery for damage.
10.3 Moreover, the Purchaser must unpack the pallets on the day of arrival at the Purchasers destination at the latest. In case of failure to do so, the Purchaser shall forfeit the right to assert claims against HDNORDICTREES due to alleged defects in the delivered trees/greenery.
10.4 Delivery shall not be deemed defective based on the use of fertilizers or plant protection agents, if the fertilizers or plant protection agents were not prohibited in the production areas at the time when they were used.
11. Complaints
11.1 Claims against HDNORDICTREES regarding defects must be asserted in writing no later than 48 hours after delivery of the defective trees/greenery. The type of defect must be specified exactly in the claim regarding defects.
11.2 Complaints must be sent to the administrative address of HDNORDICTREES by e-mail (info@hdnordictrees.com). The message must show the delivery date, order number of HDNORDICTREES, delivery label numbers and pallet numbers. Moreover, the Purchaser must provide any additional information demanded by HDNORDICTREES.
11.3 Complaints filed only in the bill of lading/CMR shall not be considered as duly made. If HDNORDICTREES does not receive a complaint from the Purchaser on time, HDNORDICTREES shall be released from any liability for defects regarding quantity and quality.
11.4 Claims due to latent quality defects can be asserted until the day following the date when the Purchaser should have determined the defect with reasonable discretion.
11.5 HDNORDICTREES shall bear liability only for defects which existed before delivery to the Purchaser. HDNORDICTREES shall bear no liability for defects resulting from circumstances which occur after the risk has been transferred to the Purchaser (see clause 9).
11.6 In case of defects HDNORDICTREES is entitled to make a replacement delivery, if the replacement delivery is made no later than 8 days after receipt of the written complaint from the Purchaser. However, a replacement delivery can be made no later than on 20th December.
11.7 In case of the Purchaser‘s complaint of matters that do not represent defects attributable to HDNORDICTREES, the latter is entitled to compensation from the Purchaser of expenses and costs incurred to HDNORDICTREES due to the wrongful complaint.
12. Limitation of liability
12.1 The total liability of HDNORDICTREES per delivery is limited to the price agreed for thedelivery.
12.2 HDNORDICTREES shall not be liable for operating loss, lost profit and/or other indirect losses resulting from delays of or defects in the goods.
13. Force majeure
13.1 None of the parties shall be liable for failure to perform its obligations under this contact during the period and to the extent that the non performance of obligations is due to circumstances beyond reasonable control of the party, including, but not limited to, war, terrorism, civil unrest, vandalism, widespread insect infestation, strike, lockout, labour disputes, defect or breakdown of IT or transport facilities, fire, flood, drought or extreme weather conditions (“events of force majeure“), provided that the respective party could not envisage the event and its consequences for the party’s ability to fulfil its obligations, and provided that the party could not prevent the event and overcome its consequences with reasonable discretion.
13.2 The party which would like to invoke the event of force majeure must notify the other party of the obstacle and its impact on the fulfilment of the contract within reasonable time after the party has learned about the obstacle. If the party fails to do so, the party shall not be released from its liability for the failure to fulfil its obligations due to the occurred force majeure event.
In the event of force majeure, both parties must do their best to prevent and reduce the consequences of the occurred failure to perform the contract.
13.3 The contractual obligations of the parties shall be suspended until the obstacle is removed.
13.4 HD NordicTrees disclaims liability for non-performance of the contract in full or in part arising from the existing pandemic, and HD NordicTrees is entitled to cancel the contract made in full or in part (and without prejudice). This disclaimer of liability and access to cancellation apply to cases in which the usual sources of suppliers and purchasers of HD NordicTrees are directly or indirectly affected by the pandemic. Consequently, exemption from liability is not conditional on HD NordicTrees finding it impossible to meets its obligations. HD NordicTrees cannot be held liable for defects (qualitative or quantitative) or delays which arise directly or indirectly from the existing pandemic. If delivery or receipt of contractual services involve additional costs which can be attributed directly or indirectly to the pandemic, the Purchaser is obliged to cover such costs for HD NordicTrees. HD NordicTrees is entitled to deliver/receive part deliveries and HD NordicTrees will set the terms of such part deliveries based on the contract made (for example taking proportional payment).
14. Amendments to the contract
14.1 Any amendment to this contract shall be made in writing.
15. Applicable law and venue
15.1 This contract is subject to and shall be interpreted in accordance with the laws of Denmark.
15.2 Any dispute between the parties shall be resolved according to Danish Law, by the District Court of Viborg, Denmark (Byretten i Viborg). The decision of the District Court of Viborg, Denmark, shall be subject to appeal to the Danish Western High Court (Vestre Landsret) and ultimately the Danish Supreme Court (Højesteret).