General Terms of Sales and Delivery
Help Care Company ApS,
Industrivej 19, DK-8881 Thorsø,
CVR. no. 36 93 82 93
The General Terms of Sales and Delivery for Help Care Company ApS (hereinafter referred to as HCC) apply to sales of products and/or services rendered by HCC and will be considered accepted when an offer is accepted unless the terms have been disregarded or modified in writing. In case the Buyer sets down special or general terms in the offer, order, acceptance, terms of purchase etc., the General Terms of Sales and Delivery remain unchanged.
2. Acceptance and order procedure
The Buyer is responsible for placing orders on the HCC website correctly.
A purchase is made when the Buyer orders from the HCC website and receives an automatic order confirmation and subsequent final order confirmation by mail with time of delivery. The order is binding for both parties at this point. HCC must confirm or reject an order 3 working days at the latest upon reception of the order. If not, the order is to be considered confirmed.
3. Delivery and time of delivery
HCC must deliver the specified products in accordance with the confirmed orders.
For whole or half pallets, the time of delivery is 30 days.
In case the delivery is delayed by more than 10 working days due to conditions at HCC, the Buyer has the right to cancel the purchase upon sending at least one written claim to HCC requesting HCC to rectify the delivery. The Buyer is then only entitled to cancel the purchase if HCC fails to deliver the products within 10 calendar days. If the Buyer wishes to cancel the order, the Buyer is not entitled to claim any other remedies for breach of delivery and therefore cannot claim compensation of any kind, including direct loss or loss of business, consequential damage or other indirect losses.
If the Buyer has caused the delay from HCC, the delivery from HCC is postponed by the number of days of the delay. In this case, the products are stored at the HCC warehouse at Buyer’s expense.
4. Obligations regarding marketing materials
HCC refers to the HCC website as far as marketing materials for the products are concerned. The materials are available in Danish and English. Any translation into other languages is at the cost of the Buyer. HCC decides the extent and type of the marketing materials.
HCC must render support of the products by telephone and/or e-mail within normal opening hours.
5. Buyer’s obligations
The Buyer must market and sell the products in a professional manner.
The Buyer must employ a staff and carry out presales service as well as aftersales service regarding offer, order, service etc. of the products.
The Buyer decides the sales prices for the products.
The Buyer must ensure that the users have been instructed in using the products correctly.
In case of a customer complaint the Buyer must inform HCC immediately of the following: cause of the complaint, product number, LOT number, product quantity and name and address of the complainant. It is important that HCC is informed if a customer or any other person has suffered an injury while using the product.
The Buyer must ensure that the LOT numbers have the required traceability. If necessary, the Buyer must carry out any corrective action, including withdrawal of the product, on behalf of HCC and in accordance with the instructions given.
The Buyer must only market and sell the products domestically, unless a written agreement with HCC states otherwise.
The Buyer is obliged to inform HCC in the event that local legislation overrules the EU legislation for which HCC guarantees the Products in compliance with the EU legislation.
6. Prices and terms of delivery
All prices are excl. VAT and excl. all fees for hazardous goods, etc. and subject to significant changes in the currency rates, material prices, salaries and any legislative changes, unless otherwise clearly stated. Prices indicated apply only to confirmed orders.
The prices for the products are in accordance with the HCC current price list.
The terms of delivery of the products are EXW (EX WORKS) Hronov, Czech Republic, in accordance with Incoterms 2010.
HCC reserves the right to arrange the transportation at Buyer’s expense and risk, unless otherwise agreed to in writing.
7. Terms of payment
The balance is due for payment upon reception of order confirmation.
The Buyer cannot make a set-off in the purchase sum in case of claims from other legal matters. The Buyer cannot file a lien or refuse to pay due to delay, complaints or counterclaims concerning the delivery in question.
HCC has ownership of any delivery until the full amount including any interests and costs have been paid.
9. Intellectual property rights
HCC owns all intellectual property rights of the EyeAid-Eye Care products including patents, design, brands and copyright etc.
10. Delivery inspection and defective products
The Buyer must carry out an inspection upon reception of the products (check for transport damages, correct quantity etc.) with due care and diligence of prudent business. In case of any visible damages or incorrect quantity, the Buyer must make a note of the inconsistencies on the transportation document/delivery note and contact HCC immediately.
The Buyer must furthermore carry out an inspection upon reception of the delivery in accordance with normal procedure. If the Buyer notices any defective products, he must immediately and 5 working days at the latest upon reception send a written complaint to HCC specifying the defects. If the Buyer does not complain within the time frame, the right to compensation no longer applies.
Any claim of defects, regardless of type, which have not been noted during the inspection as described above, must be put forward at the expiry date of the products at the latest. If the Buyer does not react, he is not entitled to claim compensation. HCC is always liable for defective products and is always at liberty to choose to deliver a new product, repair it or offer the Buyer a reasonable discount. If the Buyer notes other defective products later than 5 working days at the latest, the right to compensation no longer applies.
HCC is under no circumstances liable for damages which have occurred if the Buyer has failed to fulfill his obligations. HCC is only liable for defective products and not for the functionality of the delivered product in the manner the Buyer uses it.
HCC is not liable for any defects which are due to incorrect use, treatment, storage or any other negligence on Buyer’s part.
HCC guarantees that the products are free of any defects in design and material and that they are not pass the expiry date.
HCC must repair or exchange any defective product at his own cost within a reasonable time frame, provided that the Buyer informs HCC in writing of the warranty claim upon detection of the defect and within the warranty period.
All repairs and exchanges which are carried out in the warranty period, must be without any defects in design, material and manufacturing for the number of days which remain of the warranty period of the product.
The Buyer has no further rights as far as defective products are concerned other than those mentioned in the General Terms of Sales and Delivery.
12. Product liability
If a product, which is not for commercial use and delivered by HCC, damages a person or an object, because the product is defective, HCC is only liable if HCC is responsible in accordance with the general rules of law. HCC is not liable for damages to Buyer’s or third party’s property, caused by the defective product, if the product is for commercial use. HCC is not liable in case of loss of business, loss of time, loss of profit or other indirect loss inflicted on the Buyer or third party. If HCC is made liable towards third party of products delivered to the Buyer, the Buyer must hold HCC indemnified to the same extent as described above.
HCC has drawn up a Business and Product Liability Insurance with an established insurance company in order to cover any liability for damages in accordance with The Rules of Liability for Damages (Danish Consolidation Act No. 261 of 20th March 2007 including latest changes). The insurance amount shall be at least DKK 10.000.000 or EUR 1.333.333 for personal injury or property damage.
13. Force majeure
In no event shall the parties be responsible or liable for any failure or delay due to force majeure (strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, currency irregularities, lack of transportation and any other cause) which is beyond the control of the parties and which may delay or obstruct delivery or reception of a product. If a correct and punctual delivery is delayed temporarily from taking place due to any of the above conditions, the time of delivery or reception is postponed for a period corresponding to the duration of the breach, and the delivery shall then be considered punctual in every aspect.
In case the breach of delivery lasts longer than 30 calendar days, the Parties are entitled to cancel any offers and/or orders/confirmed orders. In case of force majeure, the Parties are not entitled to make any claim towards each other for breach of Agreement concerning delivery of products.
14. Other limitation of liability
HCC’s liability towards the Buyer shall not exceed 15% of HCC turnover from the sales to the Buyer of the last 12 months prior to the event, which is the basis of the liability for damages. The Buyer shall limit his loss as much as possible. HCC shall not be held liable for any indirect loss, including loss of profit, loss of trade, loss of business, loss of goodwill, loss of expected savings or cost in connection with acquiring new products or services.
The parties shall show full discretion concerning all business secrets of the other party’s business which a party may obtain when doing business with the other party.
The Buyer must not use any material or know-how from HCC in order to invite offers from competitors.
16. Duration of the terms of agreement
If any term in the General Terms of Sales and Delivery should turn out to be impracticable, unreasonable or invalid by the judiciary venue who is appointed to settle any dispute, the remaining terms are to be considered valid.
Any disputes in connection with this Agreement or any legal matters in connection herewith, must be solved amicably between the Parties following at least one reconciliation meeting where the managements of the Parties are present.
If reconciliation is not possible, any disputes shall be settled in accordance with Danish law and the venue must be the district court in Viborg, Denmark.