General sales conditions for Flowlow
General sales conditions for Flowlow
This version of the General Terms and Conditions supersedes all previous versions
The General Terms and Conditions contained herein shall apply to all Business-to-Business transactions made by Flowlow to sell goods and services to the Customer. Any additional or different terms can only be valid if they are made in writing and accepted by both parties.
1. The sale
1.1. Orders can only be accepted if the Customer is approved and established at Flowlow. The customer is responsible for providing all relevant and necessary information to conduct a legal business relationship and for keeping this information up to date. Flowlow cannot be held responsible for missing or inaccurate information.
1.2. Any order placed by the customer, regardless of whether a deposit has been paid, is subject to availability and is not binding on flowlow in the event that the products cannot be obtained.
1.3. All sales are subject to the terms contained herein and are final. The customer may never return the products unless they are found to be defective or otherwise faulty.
1.4. All orders are binding and cannot be canceled unless specifically agreed with an authorized representative of Flowlow.
1.5. If the customer cancels an order, Flowlow is entitled to charge a fee of 20% of the purchase order.
1.6. By accepting the products, the customer is deemed to have accepted the conditions stated on the invoice or any other subsequent documents from Flowlow.
1.7. The terms and conditions set forth herein may in some cases conflict with some terms and conditions set forth in purchase orders or other documents or communications from the customer. This shall not be considered a waiver of any of the terms herein. A duly authorized manager of Flowlow must accept any changes to the terms and conditions set forth herein before they are binding on Entertainment Trading.
2.1. All prices are stated in DKK, unless otherwise clearly stated, and are exclusive of taxes and shipping.
2.2. The customer pays a price based on Flowlow's official price list, unless another price is agreed in writing. The official price list is available upon request from Flowlow.
2.3. All prices are subject to change without notice. Flowlow is entitled to change the price until the day of delivery if unexpected costs arise as a result of an increase in the exchange rate or other charges that are beyond Flowlow's control.
3.1. Transport must be carried out by a common carrier at the customer's risk and expense. Shipping costs are added to all stated prices and added to the invoice, unless otherwise agreed.
3.2. Partial deliveries are subject to all shipping costs.
4. Terms of payment
4.1. Unless otherwise agreed, the standard payment terms are: cash on delivery or bank transfer in advance.
4.2. For late payment, the interest set by Danmarks Nationalbank per month.
4.3. Flowlow may, in its sole discretion, choose to factor or sell any invoice, and the claim attached thereto, to a designated financial services company. The customer must be duly informed if the claim has been factored or sold, after which the invoice can only be settled by payment to the designated financial company. Late payment of a sold invoice will incur fees and/or interest in accordance with the normal practice of the designated financial company.
4.4. Any balance arising due to credit notes issued in favor of the Customer cannot be paid out but will be placed on the next invoice issued.
4.5. Flowlow applies for credit insurance for each customer and determines the credit limit from the insurance cover. The customers who are covered by credit insurance will be under daily supervision, and the insurance cover can be raised or changed at any time.
4.6. If the customer cannot be insured, the customer must pay in advance, provide a bank guarantee or provide a parent company guarantee. The customer pays the costs of providing the bank guarantee.
5. Ownership of the goods
5.1. Flowlow reserves and retains ownership of the delivered goods under the terms stated herein until Flowlow receives all outstanding payments from the Customer. The customer is responsible for taking out insurance for the goods and keeping the goods insured until payment has been fully settled.
6. Delivery and risk of loss
6.1. Any delivery time is approximate only and based on the conditions at the time of the customer's order. Unless otherwise agreed, delivery is complete upon transfer of possession to a common carrier, ex factory shipping point, upon which all risk of loss, damage or destruction of the goods passes to the customer if shipped at the customer's expense and risk. When sending at Flowlow's expense and risk, the risk of loss, damage or destruction of the goods lies with Flowlow until delivery at the agreed destination.
6.2. Unless otherwise agreed in writing, the method of shipment will be at Flowlow's discretion.
6.3. Flowlow will make partial shipments when possible and will issue invoices for partial shipments. The customer is able to set a minimum order value that must be met before partial shipments will be made.
7. Force majeure
7.1. Flowlow will make every effort to complete the shipment, but is not responsible for loss or damage or for delays in a delivery arising from circumstances beyond its control, including but not limited to fire, acts of God, and acts of government or compliance with governmental rules or regulations.
8.1. Unless otherwise agreed in writing, Flowlow warrants the goods sold herein against defects in their normal use that are solely due to material or manufacturing defects. Any warranty given to Flowlow by its supplier shall be passed on to the customer in accordance with the terms set out in such warranty.
8.2. No warranty extended by Flowlow applies to items that are defective due to misuse, neglect, improper installation, soldering or accident, or to items sold as "used".
8.3. The customer is obliged to check the goods on receipt and to report any complaints in a timely manner and within three (3) days from receipt of the goods.
8.4. The above warranty and the customer's exclusive remedy below will be a refund of the customer's purchase based on the market price on the day of receipt of the products.
9.1. Except for Customer's sole and exclusive remedy set forth in Section 8, Flowlow shall have no liability or obligation to Customer or any person for any claim, loss, damage, or expense of any kind caused in whole or in part—directly or indirectly—by reason of the inadequacy of the Products to any purpose, any defect or defect in any of the Products, whether or not covered by the warranty, the use or performance of any of the Products, and the interruption or loss of service use or performance of the Products per any special, direct, indirect or consequential damage or loss without limitation, personal injury or loss of business or profit or other damage, regardless of whether the customer has advised Entertainment Trading of the possibility or likelihood of such damage or loss or any other damage or loss.
9.2. Customer agrees to hold and indemnify Flowlow against any liability, loss, cost or damage described in the clause, except for the sole and exclusive remedies set forth in Section 8, from claims by any party or parties (including without restriction). , claims by the customer's customer, employees and the like) for personal injury or death or damage to property (tangible and intangible) resulting from the existence or use of the Products or any defect in the Products, whether or not such liability, loss, costs . damage arising in whole or in part from any actual or alleged act or omission of Flowlow, its employees, suppliers or vendors, or from any defect in the Products;
9.3. Flowlow reserves the right to give credit for the value of goods found to be defective under the terms of the warranty. The warranty is provided on the express terms that (1) immediate written notice of any defect must be given to Flowlow and (2) Flowlow inspection reveals Customer's claim to be valid under the terms of the warranty.
9.4. The use of images from our image bank is at your own risk. We disclaim all responsibility and cannot be held responsible for any copyright claims that you may receive from any copyright holder.
10. Limitations of Liability
10.1. In no event shall Flowlow be liable for loss of use, revenue, profit, custom, or any direct, indirect, consequential or punitive damages arising out of, in connection with, or as a result of the sale or use of goods supplied pursuant to the Agreement.
11.1. Any agreements, orders, prices or technical information provided by Flowlow to the customer in connection with a sale of goods shall be treated as confidential and shall not be disclosed to any third party or third parties.
12. Jurisdiction and Applicable Law
12.1. These general terms and conditions are subject to Danish law.
12.2. Any dispute that arises from or relates to these general terms and conditions must be settled by arbitration at the Danish Arbitration Institute in accordance with the Danish Arbitration Institute's rules.