These general terms and conditions of sale (the “General Terms”) shall apply to the purchase of goods via business.kaufmann.dk for delivery in Denmark (Europe), unless otherwise expressly agreed.

1. General

1.1 Kaufmann Business Webshop business.kaufmann.dk is operated by Axel Kaufmann ApS, company reg. no. 19098192 (the “Seller”) and offers customized corporate wear, including with the option of embroidering the customer’s logotype or slogan on the clothing item, for corporate entities (the “Customer”).

2. Orders

2.1 In order to access the Kaufmann Business Webshop and place orders the Customer is provided with an individual and personal user id (the “User Id”). The User Id is strictly personal and cannot be passed on to any third party.

2.2 Kaufmann Business Webshop business.kaufmann.dk is open 24 hours per day and consequently, the Customer can place orders almost any time. However, the Kaufman Business Webshop may be closed down due to maintenance. The Customer can only place orders when the Kaufmann Business Webshop is open and available.

2.3 An agreement of delivery shall be deemed to be concluded, if an order placed by the Customer on Kaufmann Business Webshop has been accepted by the Seller. The Customer’s order shall not be binding on the Seller before the Seller has sent a written order confirmation to the Customer by e-mail.

2.4 The Customer shall within 3 days after receiving the order confirmation give notice as to any discrepancy between the order and the order confirmation. In the event the Customer does not give notice within this deadline, the Customer shall be deemed to accept the order confirmation as is.

3. Prices and Invoicing

3.1 The prices quoted on Kaufmann Business Webshop are net prices in DKK, exclusive of VAT. The Customer pays the net prices with the addition of VAT and other applicable fees and charges, unless otherwise agreed in writing.

3.2 All goods are invoiced at the net price applicable on the order date. The Seller reserves the right to alter prices without notification.

4. Terms of Payment

4.1 The terms of payment are 14 (fourteen) days net from the invoice date.

4.2 The invoice number must be clearly stated by the Customer when proceeding payment.

4.3 If payment is made after due date, the Seller is entitled to interest on the due amount calculated as from the due date. The interest rate is stated in the order confirmation and the Seller is entitled to change the interest rate for future orders without giving any specific notice. The Seller is entitled to terminate any outstanding or pending orders and deliveries to the Customer, if the Customer is in arrears with any payment.

4.4 In the event of the Customer being in arrears with any payment, the Customer is considered to be in breach of any and all obligations towards the Seller and the Seller is entitled to terminate any orders and agreements with the Customer, with immediate effect. In such situation any outstanding amount in favour of the Seller falls due for payment without further notice.

4.5 The Customer is not entitled to set-off any invoiced amount against any amount due or to become due from the Seller to the Customer, without the Seller's prior written acceptance.

5. Terms of Delivery

5.1 Unless otherwise agreed in writing, delivery of the goods shall take place at the address specified by the Customer. Orders are delivered at floor plan and against a receipt. If the Order cannot be delivered due to circumstances attributed to the Customer, the Customer is responsible for contacting the freight carrier and scheduling a new delivery date.

5.2 When sending the order confirmation to the Customer, the Seller estimates a delivery date. Generally all orders are delivered within 2-3 weeks after issuance of the order confirmation. Delivery until 5 working days after the estimated delivery date shall constitute delivery on time.

5.3 The cost of delivery shall be borne by the Customer.

6. Risk

6.1 Risk in the goods shall pass to the Customer at the moment the goods are dispatched from the Seller’s premises.

7. Delivery Times

7.1 The Seller assumes no responsibility for any missing, incomplete or delayed deliveries due in whole or in part to circumstances beyond the Seller's control, such as the breakdown of production equipment, limited capacity, fire, strikes, refusal to obey instructions, lockouts and other forms of force majeure or incomplete or delayed deliveries from manufactures, sub-contractors or similar parties.

7.2 The Seller does not assume any liability towards the Customer for any undue or incomplete delivery, and the Customer is not entitled to any damages or compensation as a result of the Seller's undue or incomplete delivery.

7.3 The Seller is entitled to make partial deliveries.

8. Intellectual Property Rights

8.1 The Customer represents and warrants that brands, trademarks, designs, logos, etc. (“Customer’s IPR”) which Customer instructs Seller to use do not infringe any third party rights. Customer is responsible and liable for any infringement by Customer’s IPR of any third party’s rights.

8.2 Customer shall indemnify the Seller against every liability which Seller may incur to any third party whatsoever and against all claims, demands, proceedings, damages, costs and expenses made against or incurred by Seller by reason of any infringement of third party’s rights by Customer’s IPR.

9. Complaints

9.1 The Customer shall immediately upon receipt of the goods conduct proper examination of the delivered goods. If the Customer finds or should have found any defects or deficiencies, including deviations from the approved sample, the Customer must file a complaint with the Seller within 8 days of receipt of goods by e-mail to [email protected]. In the event that the Customer does not file a complaint within this deadline, the Customer forfeits the right to assert any claim against the Seller in relation to such defect or deficiency.

9.2 If any of the delivered goods are defect or deviates from the approved sample, the Seller is entitled to conduct any reasonable remedy action or replacement delivery.

9.3 The Seller shall never be liable towards the Customer for the Customer's indirect loss or other consequential damage. The Seller's liability towards the Customer shall in any case be limited to the invoiced purchase price relating to the goods from which the Customer's claim arises.

10. Returned Goods

10.1 Returned goods shall only be accepted in accordance with prior agreement with the Seller's representative or sales organisation. Goods which are returned without prior agreement will be sent back at the Customer's expense.

11. Product Liability

11.1 The Seller shall only be liable for injury to people or damage to property covered by mandatory rules under Danish law. The Seller shall not be liable for any other damage or injury. Neither shall product liability apply to damage or injury which can be attributed to fault or neglect by the Customer.

11.2 Injury to third parties or damage to the property of third parties, which entitles such third parties to compensation, shall be compensated by the Customer, regardless of whether the damage can be attributed to faults or omissions committed by the Seller. This shall not apply if the damage is covered by mandatory rules under Danish law.

11.3 Under no circumstances, shall product liability cover operating loss, loss of time, loss of profits or any other indirect loss.

11.4 The Seller is entitled to file a claim against the Customer at the same venue as a third party has filed a claim against the Seller in relation to a dispute concerning product liability.

12. Inquires

12.1 The Customer can address any inquiries the Customer might have regarding these General Terms to the following e-mail address: [email protected].

13. Venue and choice of law

13.1 Any dispute concerning interpretation of these General Terms and the business between the Seller and the Customer shall be settled by arbitration in accordance with the rules of the Danish Institute of Arbitration under Danish law excluding any rules concerning choice of law and the United Nations Convention on Contracts for the International Sales of Goods ("CISG") which shall not apply.

13.2 The arbitration will be held in Aarhus, Denmark, and will be conducted in the Danish language. The award or decision made by the arbitral tribunal will be final and conclusive and have binding effect upon the parties to the arbitration and may be enforced in the same manner as a judgment or order of a court of competent jurisdiction. The Customer is not entitled to disclose any award or decision by the arbitration tribunal.

The Seller, 1 March 2018