Unless otherwise agreed in writing
Louis Poulsen A/S
Industrivej Vest 41
(Hereinafter called LP)
shall deliver all orders to the Buyer on the following terms, regardless of any opposite or deviating provisions in the order or acceptance made by the Buyer.
1. Offer, order and accept
All offers from LP shall be considered an invitation to place an order and is thus not binding for LP, unless it is otherwise specifically expressed. A binding offer from LP is cancelled if the Buyer’s accept is not given within 3 months. All offers shall be made subject to prior sale.
The Buyer’s orders shall only be binding for LP, when LP has issued a written or electronic Order Confirmation to the Buyer.
2. LP’s performance obligations
LP’s performance obligations appears from the Order Confirmation and shall only include the specified parts, products and services. Specifications/information from brochures and other public material shall only be binding for LP provided that these are part of the Agreement between LP and the Buyer.
In general, invoicing will be based on the price stated in the Order Confirmation plus taxes (VAT, duty etc.).
The prices in the Order Confirmation are fixed based on the prices of materials, salaries, exchange rates and rate of taxes and duties at the time of the order. In the event that changes occur in respect of the before-mentioned price factors, or in the event that new duties are levied, LP reserves the right to regulate the prices of the Order Confirmation.
In the event that the Buyer changes the order or there are delays in the delivery and/or services to be delivered by the Buyer or a third party engaged by the Buyer, LP shall be entitled to increase the agreed price corresponding with the accrued costs.
4. Payment terms
The payment terms are net 8 days unless the Parties agree to another deadline in the Order Confirmation/contractual basis. Additionally, LP may, if LP finds it relevant, request payment in advance or provision of security prior to delivery.
If the Buyer does not comply with the payment terms, LP shall be entitled to add interest per commenced month with the rate of interest in force at the time for LP and levy the Buyer collection costs. Additionally, and without prejudice to other remedies for breach, LP shall be entitled to cancel and/or postpone the time of delivery for both the delivery in question and future deliveries.
Should the Buyer neglect to receive/collect the products at the agreed time of delivery, payment shall be effected regardless of whether delivery has taken place.
5. Retention of title
The Product shall remain the property of LP until payment has been effected in full, to the extent that such retention of title is valid pursuant to applicable legislation.
Per request from LP, the Buyer shall take whatever measures necessary to protect LP’s ownership of the Product.
The retention of title shall not influence the transfer of the risk pursuant to Clause 6.
When the Product is in the Buyer’s possession, the Buyer shall keep the product clearly separated from other products and marked as being property of LP, until such time as the title has passed to the Buyer pursuant to this Clause.
Delivery shall be EX WORKS, cf. INCOTERM’s 2010. Delivery is considered to have taken place when the products are at the disposal of the Buyer ready for loading on to the means of transportation chosen by the Buyer.
In the event that LP shall arrange for the transport on behalf of the Buyer, this will be at the Buyer’s expense and a fee and supplementary freight charges will be added to the price under Clause 3.
7. Time of delivery
Delivery will take place pursuant to the Order Confirmation. If the Order Confirmation does not contain a date and time of delivery, delivery will take place as soon as possible.
In the following cases, LP may demand the delivery time postponed:
a) If the Buyer changes the order.
b) If there are delays in deliveries or labor provided by the Buyer or by a third party engaged by the Buyer.
c) In case of force majeure (Clause 13).
If the Buyer neglects to receive or arrange for transport of the ordered products at the time of delivery, LP shall be entitled to store and insure the ordered products at the expense of the Buyer.
If the Buyer neglects to collect, despite being requested to do so, including if the delivery is specifically made for the Buyer, LP shall be entitled to sell the product in the best possible manner and at the expense of the Buyer and demand compensation for any loss incurred in this respect.
a) Standard products:
In the event of significant delay in delivery exceeding 21 days and if LP pursuant to Clauses 7 and 13 is not entitled to postpone the delivery, the Buyer shall be entitled to cancel the order in writing if the delay causes significant disadvantage to the Buyer.
If the delay only affects part of the delivery, only the affected part of the delivery may be cancelled.
Standard products means products, not including spare parts, which are on the existing price list.
b) Non-standard products:
For all other products, including spare parts, the Agreement may only be cancelled if the delay means that the Buyer’s purpose of the purchase is essentially unsuccessful.
For both items a) and b) it applies that if the delay is due to LP’s error/neglect and the Buyer may prove that loss has been suffered due to the delay; the Buyer shall be entitled to compensation. The compensation cannot exceed 20% of the invoice value of the delivery.
Claims for compensation shall be made in writing within two weeks after the agreed delivery date. If this is not complied with the Buyer loses the right to compensation.
Complaint – duty of inspection
LP’s liability for defects cease 2 years after the delivery. LP provides under certain conditions a 5-year warranty to the end-user on lighting fixtures of the brand Louis Poulsen.
The Buyer shall thoroughly inspect the product for defects immediately after receiving it.
The Buyer shall make a complaint immediately after the Buyer has identified the defect or should have identified the defect.
LP shall not be liable for defects or damages, which are caused by
1) parts that are replaced due to wear and tear including replaceable light sources, starters, batteries etc.,
2) discoloration, colour change and colour loss caused by circumstances that have a changing effect on materials or a corrosive effect, including in particular sunlight, rain, salt bearing influences and the like,
3) minor cosmetic imperfections, where the defect does not noticeably influence the appearance of the product when using the product as intended,
4) inevitable and/or customary deterioration of the product’s performance and appearance (for example where plastic parts become discoloured or brittle as part of the natural aging process) and also ordinary tolerances in performance,
5) defects and flaws caused by lack of compliance with the threshold values of temperature and voltage,
6) mechanical influence or stress that is not in accordance with the product’s description and intended use or
7) naturally occurring variations in the materials used,
8) faulty storage, installation or fitting, lack of or insufficient maintenance or the Buyers faulty handling of the product, including processing,
9) flaws and defects on electronic units that are within the normally accepted error rate (0.2 % per 1,000 hours of operation), unless another error rate is listed on the product specification,
10) light reduction on LED modules/LED products of up to 0.4 %/1,000 lighting hours, unless a smaller light reduction values are listed in the product specification,
11) colour change of the light from a LED product. Due to the technical development and the normal reduction of the light output when using LED products, subsequent deliveries of LED modules/LED products may have a light emission that differs from the original LED module/LED product.
LP shall not be liable for defects if the Buyer or a third party has made changes to the product without prior written consent from LP.
LP shall not be liable for any damages caused by natural events (including lightning strike), power supply including transients, excessive or insufficient voltage and ripple current operating systems, that are out of order, as such damages are not regarded as defects and therefore not covered by the warranty.
LP shall not be liable for any defects caused by compatibility issues between the product and the installation environment for example the control system or the power supply.
Buyer’s remedies for breach
In the event of the Buyer’s legitimate complaint over a defect within the warranty period, LP shall be obligated to deliver a corresponding product or remedy the defect at LP’s option.
Due to the technical development and the normal reduction of the light output when using LED products, a new LED product/LED module (which Louis Poulsen A/S may deliver in connection with repair or replacement delivery) may have a light emission, which differs from the original LED-module/LED-product.
If the defect cannot be repaired without disproportionate costs and if replacement delivery is not possible, for example in the event the original product is no longer available at the time of the complaint, LP may choose to refund the purchase price or replace the product with a comparable product, even if this comparable product to a lesser degree deviates from the original product with regards to appearance or function.
LP shall not cover any costs for transport/freight/delivery or costs in connection with dis-mounting or re-fitting of the old product, fitting the new product or similar costs connected with the remedy.
The Buyer is not entitled to cancel the purchase or demand disproportionate reduction.
Specifically concerning deficient advice/projecting/dimensioning
LP shall only be liable for their own advice and projecting and choice of material to the extent that the contractual basisunambiguously and in writing accounts for the dimensioning.
Limitation of liability in terms of value
LP’s liability in the event of defects can in no way exceed the invoice price of the concerned product.
10. Product liability
LP shall not be liable for property damage caused by the product after delivery and while it is in the possession of the Buyer. LP shall also not be liable for damage to products, which are produced by the Buyer or to products of which the Buyer’s products are part.
In the event that liability to a third party is imposed on LP for such damages described in the first paragraph, the Buyer shall defend and indemnify LP. If a third Party claims damages from any of the Parties for such damages mentioned in this Clause such Party shall immediately inform the other Party in writing.
LP and the Buyer are mutually obligated to submit to being summoned by a Court or a Court of Arbitration handling such claim raised against the Parties based on damages claimed to be caused by the product. However, the allocation of liability between LP and the Buyer shall be determined pursuant to Clause 17.
The limitation of LP’s liability in the first paragraph of this Clause shall not apply if LP are guilty of gross negligence.
11. Cancellation of orders
The Buyer may cancel orders that have not yet been delivered, provided that the Buyer indemnifies LP from all costs already incurred in connection with the order, including but not limited to costs of order handling, materials, salaries etc.
a) Standard products:
Returning of products, including collection/delivery shall be done according to agreement with LP. The following information must be provided to LP: Original order number, delivery note number and invoice number.
Products may be returned within 30 days from the date of delivery and a return fee of 25 % is calculated to cover LP’s handling of the returned products.
LP sets up the return order and forwards a return confirmation which shall be enclosed with the returned goods.
Returning and crediting are conditional upon the products having been purchased from LP and in original packaging. Products, which are damaged or in opened packaging, will not be credited unless it is possible to prepare the product for resale for example with new packaging, technical testing or the like. The costs will be deducted from crediting of the product.
b) Non-standard products:
Products which are not standard products, as defined above under Clause 8, cannot be returned.
c) Spare parts:
Spare parts cannot be returned.
13. Force majeure
Each of the Parties shall be entitled to suspend the performance of their obligations under the agreement to the extent performance is hindered or unreasonably burdensome due to force majeure, by which is understood one or more of the following events:
Labour disputes including local conflicts, whether legal or illegal, strikes, fire, war, extensive military mobilization, rebellion, requisition, seizure, embargo, restrictions of the use of fuel, currency and export restrictions, epidemics, natural disasters, extreme nature phenomena, acts of terror or other events over which the Parties have no control, and defects or delay of deliveries from sub-contractors which are caused by such events.
The Party claiming force majeure shall inform the other Party in writing.
Regardless of the provisions of these Terms and Conditions, each of the Parties shall be entitled to terminate the Agreement by written notice to the other Party, provided that the performance of the Agreement is suspended pursuant to this Clause 13 for a period exceeding 24 weeks.
14. Intellectual property
Labels/signature etc. which have been applied to LP’s products may not be removed or changed.
If the Buyer is met with a claim from a third party alleging that the products infringe intellectual property rights belonging to a third party, and if this is not due to the Buyer’s conditions, LP shall indemnify the Buyer pursuant to Danish rules regarding ordinary principles in tort pursuant to the following conditions:
The Buyer shall immediately inform LP and LP shall take over the legal position of the Buyer. LP shall be in charge of the legal proceedings. The Buyer shall not be entitled to act in the matter. Any insurance coverage, which the Buyer achieves, shall be credited by LP and LP shall receive any awarded costs etc.
During the proceedings the Buyer shall aid LP in the best possible way and contribute to limiting the loss as much as possible.
15. Sales to un-authorised buyers
LP products are distributed through a selective distribution network, and the products may only be resold to end users or authorised members of LP’s selective distribution network.
16. Consequential loss
Unless otherwise specified in these terms and conditions or in the contractual basis, none of the Parties shall be liable for operation loss, loss of profit, utility value, loss of business potential or for any other consequential loss or indirect loss.
17. Choice of law and venue
Any dispute that may arise from or in connection with the Agreement/Terms and Conditions, including disputes regarding the existence or validity of the Agreement/Terms and Conditions shall per the choice of LP be settled by arbitration or by the City Court of Copenhagen.
If the dispute is to be settled by arbitration this shall be take place at the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
The Agreement/Terms and Conditions are subject to Danish Law.