Sales Conditions

1.1 Application. These General Terms and Conditions of Sale and Delivery (“Terms”) apply to all agreements regarding Møller & Rothe A/S’, CVR number 10183839 (“Company”) sale and delivery of products, spare parts, and related services to business customers.
1.2 These Terms also apply to sales to consumers. However, for consumer sales, the Terms only apply in respect of the mandatory rules on consumer purchases established by the Danish Sale of Goods Act and the Consumer Contracts Act.

2. Basis of Agreement
2.1 Basis of Agreement. The Terms, together with the Company’s offers and order confirmations, constitute the entire basis of the agreement regarding the Company’s sale and delivery of products, spare parts, and related services to the customer (“Basis of Agreement”). The customer’s purchase conditions printed on orders or otherwise communicated to the Company do not form part of the Basis of Agreement.
2.2 Changes and Additions. Changes to and additions to the Basis of Agreement are only valid if agreed upon in writing by the parties.
2.3 Legal Status. Each party must immediately notify the other if the party changes its legal status, is subjected to bankruptcy or reconstruction proceedings, or undergoes voluntary liquidation.

3. Products, Spare Parts, and Services
3.1 Products and Spare Parts. Products and spare parts sold and delivered by the Company to the customer are new and comply with Danish law upon delivery.
3.2 Services. Related services sold and delivered by the Company to the customer in connection with the sale and delivery of products or spare parts, such as the installation of lighting products, are carried out correctly according to trade standards and comply with Danish law upon delivery.
3.3 Limitation of Liability. Products, spare parts, and related services sold and delivered by the Company to the customer are intended for lighting and/or interior purposes. Notwithstanding any conflicting terms in the Basis of Agreement, the Company is not liable for loss or damage attributable to other uses. The customer must indemnify the Company to the extent the Company incurs liability for such loss or damage. The Company recommends that the customer use an authorized installer for the installation of electrical items, including lamps and fixtures. The Company is not liable for any loss or damage attributable to installations not performed by the Company itself.

4. Price and Payment
4.1 Price. The price for products, spare parts, and related services follows the Company’s current price list at the time the Company confirms the customer’s order unless otherwise agreed in writing. All prices are exclusive of VAT unless otherwise stated.
4.2 Payment. The customer must pay all invoices for products, spare parts, or related services before delivery, unless otherwise agreed in writing.

5. Delayed Payment
5.1 Interest. If the customer fails to pay an invoice for products, spare parts, or related services on time, for reasons for which the Company is not responsible, the Company is entitled to interest on the overdue amount at 1.5% per month from the due date until payment is made. Each
reminder letter incurs a fee of DKK 100.
5.2 Termination. If the customer fails to pay a due invoice for products, spare parts, or related services within 14 days of receiving written demand for payment from the Company, the Company, in addition to interest under clause 5.1, has the right to: (i) terminate the sale of the products, spare parts, and/or related services affected by the delay, (ii) terminate the sale of products, spare parts, and/or related services not yet delivered to the customer or demand prepayment for them, and/or (iii) assert other breach of contract remedies.

6. Offers, Orders, and Order Confirmations
6.1 Offers. The Company’s offers are valid for 10 days from the date of the offer, unless otherwise stated in the offer. Acceptance of an offer received by the Company after the acceptance deadline is not binding for the Company unless the Company notifies the customer otherwise.
6.2 Order Confirmations. The Company strives to send confirmation or rejection of an order for products, spare parts, or related services to the customer in writing within 5 working days of receipt of the order. Confirmations and rejections of orders must be in writing to bind the Company.
6.3 Order Changes. The customer cannot change an order for products, spare parts, or related services without the Company’s written consent.
6.4 Discrepant Terms. If the Company’s confirmation of an order for products, spare parts, or related services does not match the customer’s order or the Basis of Agreement, and the customer does not wish to accept the discrepant terms, the customer must notify the Company in writing within 5 working days of receiving the order confirmation. Otherwise, the customer is bound by the order confirmation.

7. Returns
7.1 Return of goods. Returns are accepted only if a prior written agreement has been made with the Company. Returned goods must be unused and in their original packaging. The Company charges a standard return fee of 30%.

8. Delivery
8.1 Delivery Terms. The Company delivers all sold products and spare parts EX WORKS at the Company’s address, Baltikavej 7, 2150 Nordhavn, unless otherwise agreed.
8.2 Delivery time. The Company delivers all sold products, spare parts, and related services at the time stated in the Company’s order confirmation. The Company has the right to deliver before the agreed delivery time unless otherwise agreed.
8.3 Inspection. The customer must inspect all products, spare parts, and related services upon delivery. If the customer discovers a defect or deficiency that the customer wishes to claim, it must be notified in writing to the Company immediately. If a defect or deficiency that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot later be claimed. In consumer sales, the mandatory complaint rules in Sections 81-86 of the Danish Sale of Goods Act apply.

9. Delayed Delivery
9.1 Notification. If the Company expects a delay in the delivery of products, spare parts, or related services, the Company will inform the customer of this and state the reason for the delay and a new expected delivery time.

10. Defects
10.1 Notification. If the customer discovers a defect or deficiency that the customer wishes to claim, it must be notified in writing to the Company immediately. If a defect or deficiency that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot later be claimed. In consumer sales, the mandatory complaint rules in Sections 81-86 of the Danish Sale of Goods Act apply. The customer must provide the Company with the information about a notified defect or deficiency that the Company requests.
10.2 Inspection. Within a reasonable time after the Company has received notification from the customer of a defect or deficiency and inspected the claim, the Company will notify the customer whether the defect or deficiency can be acknowledged. At the request of the Company, the customer must send defective parts to the Company. The customer bears the costs and risks for parts during transport to the Company. The Company bears the costs and risks for parts during transport to the customer if defects or deficiencies that the Company is responsible for are found.
10.3 Remedy. Within a reasonable time after the Company has notified the customer of the acknowledgment of a defect or deficiency, the Company will remedy the defect or deficiency by: (i) replacing or repairing defective parts, or (ii) sending parts to the customer for the customer’s own replacement or repair.
10.4 Termination. If the Company fails to remedy a defect or deficiency within a reasonable time after the Company has notified the customer under clause 9.1, for reasons for which the customer is not responsible, and the defect or deficiency is not remedied after a written demand from the customer with a reasonable remedy period of at least 10 days, the customer may terminate the orders affected by the defect or deficiency without notice by written notice to the Company. The customer has no other rights due to defects or deficiencies in products, spare parts, or related services other than those expressly stated in clause 9. In consumer sales, however, the mandatory rules in Sections 78-80 of the Danish Sale of Goods Act on the customer’s remedies for defects apply.

11. Liability
11.1 Liability. Each party is liable for its own actions and omissions under applicable law with the limitations set out in the Basis of Agreement.
11.2 Product Liability. The Company is liable for product liability regarding delivered products and spare parts to the extent such liability follows from mandatory law. The customer must indemnify the Company to the extent the Company incurs product liability beyond this.
11.3 Limitation of Liability. Notwithstanding any conflicting terms in the Basis of Agreement, the Company’s liability to the customer cannot exceed the purchase price for the defective products, spare parts, and related services. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
11.4 Indirect Losses. Notwithstanding any conflicting terms in the Basis of Agreement, the Company is not liable to the customer for indirect losses, including loss of production, sales, profit, time, or goodwill, unless caused intentionally or by gross negligence.
11.5 Force Majeure. Notwithstanding any conflicting terms in the Basis of Agreement, the Company is not liable to the customer for failure to fulfill its obligations due to force majeure. Force majeure is considered to exist if the Company is prevented from fulfilling its obligations under the Basis of Agreement due to war, civil war, riots, government intervention, strikes, lockouts, natural disasters, pandemics, or other circumstances beyond the Company’s control.

12. Intellectual Property Rights
12.1 Rights. The Company’s sale and delivery of products, spare parts, and related services to the customer do not transfer any intellectual property rights to the customer. The customer only obtains the rights granted by mandatory law.

13. Confidentiality
13.1 Disclosure and Use. The customer must not disclose or use or enable others to use the Company’s trade secrets or other information of any kind that is not publicly available.
13.2 Protection. The customer must not improperly obtain or seek to obtain knowledge of or access to the Company’s confidential information as described in clause 12.1. The customer must handle and store information properly to prevent it from coming into the possession of unauthorized persons or being used to the customer’s detriment.
13.3 Duration. The customer’s obligations under clause 12.1-12.2 apply during the parties’ trade cooperation and without time limitation after the termination of the cooperation, regardless of the reason for the termination.

14. Processing of Personally Identifiable Information
14.1 Processing. The company processes personal data in compliance with the General Data Protection Regulation (GDPR) and relevant laws. Information about the Customer’s name, email, phone number, etc., is used solely in connection with the Customer’s order, billing, delivery, and communication with the Customer.
14.2 Data Subject’s Rights. The company complies with the data subject’s rights (including the right to access, rectification, deletion, restriction of processing, objection, data portability, complaint, and the right not to be subject to a decision based solely on automated processing, including profiling).
14.3 Storage and Disclosure. The company stores the information as long as it is necessary for the purpose for which the data is being processed. The company does not disclose, sell, or otherwise transfer information to third parties unless the Customer has given consent.
14.4 Contact. If the Customer wishes to know what data is being processed, or to have data deleted or corrected, the Customer can contact the company at phone +45 3391 3737 or email: mail@mollerrothe.com.

15. Applicable Law and Jurisdiction
15.1 Applicable Law. The parties’ trade is in all respects subject to Danish law.
15.2 Jurisdiction. Any dispute arising in connection with the parties’ trade shall be settled by the Danish courts, with the Copenhagen City Court as the court of first instance.