1.
The following terms of sale and delivery apply to all agreements on the sale and delivery of goods and services (“the Product”) between NS System A/S, CVR no. 75648113, Knivholtvej 21, 9900 Frederikshavn (“NS System A/S”) and a customer (“the Customer”), regardless of any conflicting or additional terms and conditions in the Customer’s purchase order, general purchasing terms, or other communication from the Customer. Any such conflicting or additional terms and conditions shall not be considered accepted by NS System A/S unless expressly confirmed in writing by NS System A/S.
2.
These terms of sale and delivery therefore form an integral part of any order placed by the Customer.
1.
Written offers submitted by NS System A/S are valid for 30 days from the date of the offer (letter or email), unless otherwise agreed in writing. After the expiry of this period, the offer from NS System A/S automatically lapses. Offers made orally must be accepted immediately.
2.
NS System A/S reserves the right, also within the 30-day period, to adjust prices in submitted offers with immediate effect.
3.
NS System A/S further reserves the right to change any delivery time or date stated in the offer if the Customer does not confirm the offer within one working day.
4.
A delivery agreement exists once the Customer has accepted an offer in writing via webshop, or once NS System A/S has otherwise sent an order confirmation to the Customer.
1.
All prices are net prices excluding VAT and other taxes, delivery costs, freight, environmental surcharges, and similar.
2.
Information and prices provided by NS System A/S in brochures, catalogues, price lists, internet advertisements, or verbally are for guidance only. The Customer may only rely on the content of individual offers as a basis for an agreement.
3.
Offer prices do not include:
Costs for creative concepts and original materials unless agreed in writing.
Costs for additional work required by NS System A/S due to missing, unsuitable, or faulty material received from the Customer.
Costs for corrections to drafts/materials made after the offer has been submitted.
Costs for overtime, freight, or similar resulting from circumstances outside NS System A/S’ control.
1.
Delivery is ex works in accordance with Incoterms 2020, unless otherwise expressly agreed in writing.
2.
Delivery times stated in the offer or order confirmation are indicative unless a fixed delivery time has been expressly agreed in writing.
3.
If a fixed delivery time has been agreed, NS System A/S is entitled to extend this by 15 working days from the agreed delivery date. NS System A/S must notify the Customer in writing without undue delay once NS System A/S becomes aware of the delay. The Customer may not exercise any remedies for breach until the extended delivery time has expired. If the extended delivery time is exceeded, the Customer is entitled to terminate the agreement if NS System A/S does not deliver the Service within an additional period of at least 15 working days set in writing by the Customer.
4.
If no delivery time has been expressly agreed, it is determined unilaterally by NS System A/S.
5.
If NS System A/S’ delay in delivery is due to force majeure as defined in section L, or due to the Customer’s actions or omissions, the delivery time is extended accordingly. This applies even if the delaying circumstances arise after the originally agreed delivery time has expired.
6.
Apart from the right to cancel the order as stated in point 3, the Customer is prevented from asserting any other remedies, including claims for damages or price reductions, in connection with delays. The Customer has no further claims whatsoever against NS System A/S due to any delay.
1.
Unless otherwise agreed in writing, payment must be made net cash.
2.
NS System A/S is entitled to charge interest at 2% per month as well as reminder fees, debt collection costs, etc., in accordance with applicable legislation.
3.
If any outstanding balance exists due to unpaid invoices from NS System A/S, NS System A/S is entitled to withhold production of subsequent orders until such balance is settled. Furthermore, NS System A/S is entitled to retain any Customer-owned assets, including logo files, clothing, etc., as security for full payment including interest and costs.
4.
NS System A/S credit insures the Customer. If credit insurance cannot be obtained or terms change unfavourably for NS System A/S, NS System A/S is entitled, regardless of agreed payment terms, to require advance payment before commencing production or to demand security as set out in section G.
1.
Both the material and immaterial rights to preparatory work/drafts and original materials produced by NS System A/S belong to NS System A/S and may not be transferred to third parties without written agreement. All intermediate materials, including frames, films, etc. not supplied by the Customer, remain the property of NS System A/S at all times.
1.
NS System A/S is entitled at any time, including after an order has been placed, to request adequate security for its total costs in connection with the agreement.
2.
If the Customer fails to provide such security, NS System A/S may immediately stop work and cancel the agreement without liability. In such cases, the Customer is liable for all costs incurred by NS System A/S as well as NS System A/S’ lost profit.
1.
The Customer must immediately upon receipt, and before using the Product, inspect and test it to ensure that it is free from defects. If defects are found, the Customer must immediately notify NS System A/S in writing, specifying the nature and extent of the defect. If a Product is used or washed, it is deemed accepted. If the Customer should have discovered defects through reasonable inspection, the Customer may not later assert such defects.
2.
If the Customer finds the Product defective, the Customer must submit a written complaint immediately and no later than 5 working days after delivery, specifying the defect in detail.
3.
For latent defects that cannot reasonably be discovered earlier, the Customer must complain immediately after discovering or when they ought to have discovered the defect, and no later than three months after delivery.
4.
Failure to complain in time results in loss of the right to assert such defects. If NS System A/S nevertheless enters into discussions regarding a late complaint, this is without prejudice and does not preclude NS System A/S from later asserting that the complaint was late.
1.
NS System A/S delivers the Product based on samples and standards, datasheets, and specifications received from the Customer.
2.
The Customer must thoroughly inspect and review proofs, sample prints, sample embroideries, or digital presentations. If errors are not corrected by the Customer, NS System A/S bears no liability, and the Customer must pay full price as agreed.
3.
NS System A/S is entitled to a quantity deviation of +/- 5% for orders of 100 pieces or more.
4.
In case of timely complaints accepted by NS System A/S, NS System A/S may choose either to re-deliver or remedy the defect. Remedy or re-delivery takes place once the Customer returns the defective Product at their own cost and risk unless otherwise agreed. NS System A/S will then make the corrected Product available at the original place of delivery.
5.
If the Customer or an unrelated third party applies logos or similar, NS System A/S accepts no liability for these.
6.
If a complaint proves unfounded, NS System A/S is entitled to compensation for its time and costs.
7.
If NS System A/S does not remedy within reasonable time, the Customer may set a final deadline of at least 15 working days. If this expires without remedy, the Customer may cancel the agreement in writing.
8.
Other than cancellation rights, the Customer has no further remedies, including damages or price reductions.
1.
NS System A/S is only liable for product liability to the extent covered by insurance. The applicable insurance terms will be provided upon request.
2.
The Customer must indemnify NS System A/S for any third-party claims for damages not covered under these terms. The Customer must accept being sued in the same court as NS System A/S if claims arise.
3.
NS System A/S is never liable for loss of profits, operational loss, consequential damages, lost earnings, or any indirect losses.
1.
NS System A/S can never be held liable for operational losses, loss of time, loss of profit, penalties, consequential damages, loss of earnings, or any other form of indirect loss.
2.
NS System A/S cannot be held liable for any damage or defect resulting from the Customer’s incorrect, inappropriate, or negligent use or handling of the Service.
3.
NS System A/S provides no warranties unless expressly stated in writing in the agreement entered into between NS System A/S and the Customer.
4.
If NS System A/S has provided a warranty to the Customer, the warranty does not cover improper use contrary to the user instructions supplied with the Product or contrary to NS System A/S’ specifications. Any warranty provided by NS System A/S will also lapse if the Product is modified, serviced, or attempted repaired by anyone other than NS System A/S or a repairer appointed by NS System A/S.
5.
NS System A/S is not liable for the Customer’s infringement of third-party intellectual property rights, including design rights, copyrights, trademarks, or similar. If a third party makes a claim against NS System A/S for infringement of such rights, the Customer must fully indemnify NS System A/S for all costs, claims, and damages resulting therefrom.
6.
The Customer is solely responsible for products handed over to NS System A/S. The Customer is obligated to insure such products, and NS System A/S can only be held liable for damage to such products - including particularly products on which NS System A/S performs processing - if such damage is caused by gross negligence on the part of NS System A/S or persons for whom NS System A/S is responsible.
7.
NS System A/S’ total liability for any claim arising out of the agreement or in connection with the Product - egardless of whether the claim is based on contractual or non-contractual liability, indemnification, legislation, or otherwise - is limited to the total amount paid or payable by the Customer for the relevant Product.
1.
NS System A/S is under no circumstances liable for failure or delay in fulfilling the agreement when the delay or non-performance is due to external circumstances beyond the control of NS System A/S and which could not be foreseen at the time of entering into the agreement. Such circumstances include, but are not limited to, pandemics, strikes, lockouts, fire or water damage, machine or IT breakdowns, natural disasters, unforeseen changes in transport conditions, shortage of goods, or other situations attributable to force majeure.s).
2.
Circumstances affecting NS System A/S’ subcontractors and/or partners - including delays, defects, and machine or IT breakdowns - causing NS System A/S to be unable to meet its obligations to the Customer, shall likewise be considered force majeure.
3.
In such cases, NS System A/S will perform delivery as soon as the situation and circumstances allow.
4.
If NS System A/S wishes to invoke any of the above-mentioned circumstances, the Customer must be notified as soon as possible of the event that has occurred and when it is expected to end.
5.
Notwithstanding the remaining terms of these conditions, both NS System A/S and the Customer may terminate the agreement in writing if performance of the agreement is prevented for more than 6 months due to an event as described in this section L.
1.
NS System A/S is entitled at any time to have the order performed wholly or partially by subcontractors.
1.
The agreement is confidential.
2.
Unless otherwise required by mandatory law, stock exchange regulations, or a final court ruling, neither Party may use confidential information (meaning business, financial, technical, or other information that is not publicly known or available, and which the receiving Party cannot document was lawfully received from a third party not bound by confidentiality) for any purpose other than the execution and fulfilment of the Agreement.The receiving Party must safeguard such confidential information with the same level of protection used for its own confidential information of similar importance.Neither Party may disclose such confidential information to third parties (except to external advisors, employees, and subcontractors bound by the same confidentiality obligations where necessary for the permitted purpose, or to group companies bound by the same confidentiality obligations for the purpose of facilitating contract negotiations with the disclosing Party and/or its group companies) or make such information public.
1.
The Agreement is governed by and shall be interpreted in accordance with Danish law, excluding (a) rules leading to the application of any other law, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
2.
Any disputes arising between NS System A/S and the Customer shall be settled by the competent court at the legal venue of NS System A/S.
