Terms of sale and delivery - B2B
The following general terms and conditions of sale and delivery apply to the extent that there is no other written agreement. Terms and conditions, as stated in orders from the ordering party ("Buyer"), are not binding for Hymatik ApS, CVR-nr. 38216775 (Hymatik)
2. Offers, orders and order confirmations
2.1 All offers from Hymatik, including offers on Hymatik's website (www.hymatik.com), only constitute an invitation to the Buyer to submit an offer when placing an order with Hymatik.
2.2 An offer is valid for 30 days from the date of the offer, unless otherwise stated, but is given without connecting and subject to intermediate sale.
2.3 Where nothing else has been agreed, all orders are listed at the prices applicable on the day of delivery, and are subject to reservations such as strike, lockout and other matters over which Hymatik has no control, see paragraph 17.
2.4 The order is only accepted when written order confirmation has been sent to the Buyer, alternatively by sending an invoice.
2.5 An order concerning a Direct Delivery is always conditional on Hymatik accepting the order.
2.6 Once the Buyer has placed an order, the Buyer may not make changes to this order unless this is accepted by Hymatik.
3.1 All prices are usually in Danish kroner or Euro and excluding VAT and other fees etc.
3.2. All orders to be delivered are subject to a shipping surcharge of min. DKK 99 excl. VAT.
3.3 Hymatik reserves the right to change the price without notice as a result of increased costs, including documented changes in exchange rates, customs duties, taxes, fees and the like, which relate to the agreed delivery.
3.4 Hymatik reserves the right to change the price due to typing errors.
4.1 Hymatik's payment terms are as stated on the invoice.
4.2 If the Buyer does not pay on time, and the delay is not due to Hymatik, Hymatik is entitled to calculate and charge default interest from the due date in accordance with the applicable industry custom and a reminder fee of DKK 100 per reminder. The delivery remains the property of Hymatik until payment has been made in full. Buyer is not entitled to withhold payment due to any counterclaims that Hymatik has not acknowledged.
4.3 Hymatik may choose to demand both an advance payment and a bank guarantee or, depending on the circumstances, choose to meet a request from the Buyer for credit, provided that credit insurance can be taken out with a recognized credit insurance institution.
4.4 If goods which by agreement are to be delivered at a specified time, are not timely claimed and paid for by the Buyer, Hymatik may choose to have the goods sold off at the Buyer's expense on advice of the Buyer or store the goods at the Buyer's expense, so that the Buyer must pay any storage costs. When storing the goods, the goods are stored at the Buyer's risk.
4.5 If the Buyer fails to pay an overdue invoice within 14 days after receiving a written demand for payment from Hymatik, Hymatik has, in addition to interest and reminder fee according to paragraph 4.2 right to: (i) cancel the sale of the products to which the delay relates, (ii) cancel the sale of products that have not yet been delivered to the Buyer, or demand advance payment for these goods.
4.6 If The buyer pays with a credit/debit card the payment will be drawn when the item is shipped.
5.1 Hymatik is not responsible for delays due to force majeure and other factors that are not under Hymatik's influence and control, see paragraph 16.
5.3 Hymatik has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.
5.2 Unless otherwise agreed, stated delivery times are a best estimate and subject to intermediate sales. Hymatik strives to inform as soon as possible if a delivery time for a delivery cannot be met. The buyer will be informed orally/in writing and, when possible, informed the new expected delivery time.
5.3 Hymatik reserves the right to make partial deliveries.
5.4 If Hymatik is unable to deliver the sold goods in accordance with the agreed delivery time or in accordance with an extended delivery time according to the preceding clause, the Buyer has the right to cancel the purchase if it is possible for Hymatik to cancel delivery from Hymatik's supplier. Hymatik cannot be held responsible for any loss that the Buyer may suffer as a result of a changed or delayed delivery time.
5.5 Delays do not entitle the Buyer to cancel the order, unless on Hymatik's acceptance of this.
5.6 Hymatik reserves the right to have goods delivered to the Buyer directly from external partners.
5.7 Unless otherwise agreed, delivery EXW according to Incoterms ® 2020.
6.1 Standard packaging, such as pallets, box pallets and straps that have been invoiced to the Buyer, will be credited to the Buyer upon free return to Hymatik in undamaged condition. Disposable packaging is not refundable, even if it may be invoiced.
7.1 Upon delivery, the Buyer shall immediately make such an examination of the goods as proper business etiquette requires. If the Buyer wishes to raise claims/complaint, the Buyer must, no later than 3 days after the defect is or should have been discovered, give Hymatik written notice thereof, and state what the claim/defect consists of.
7.2 If the Buyer has discovered or should have discovered the defect, and the Buyer does not complain as stated, the Buyer cannot later claim the defect.
7.3 If the Buyer complains and it turns out that there is no defect for which Hymatik is responsible, Hymatik is entitled to compensation for the work and expenses that Hymatik has had in connection with the complaint.
8. Returning goods
8.1 Goods with a value of less than DKK 500.00 net per invoice excl. VAT are not refundable.
8.2 Items can only be returned if prior agreement has been made. If a return agreement is made, the goods must be returned at no expence to Hymatik and meet the following general requirements. a) A copy of the invoice number printed by Hymatik must be available. b) The item is in unbroken original packaging. c) The item is cleaned. d) The item is received in undamaged condition. e) The item was purchased from Hymatik.
8.3 Returned goods are credited after deduction of return costs, usually with up to 80% of the purchase price, however, only up to 65% of the purchase price is credited if the Buyer cannot provide an invoice number. Items delivered more than three months ago cannot be returned for cash/credit.
8.4 Procurement items cannot be returned.
9. Certificate, product information, etc.
9.1 The Buyer may purchase certificates where possible as a service. If the Buyer purchases a certificate, Hymatik will check that the certificate deals with the delivered product, but Hymatik will not check any other information on the certificate.
9.2 All information in brochures, catalogs, price lists and on the website, etc. be it weight, dimensions, performance and other technical data are approximate and binding only to the extent that the agreement expressly refers to them.
9.3 Information about product information, including prices, drawings, specifications and the like, as well as other details in catalogs, promotional material and information on Hymatik's website, is not legally binding, and should only be considered as indicative.
9.4 Reservations are made for typing errors.
9.5 Hymatik does not guarantee that the product is suitable for the Buyer's needs / use, or that the product has special properties. It is therefore the Buyer's responsibility to ensure that the product is suitable for the Buyer's needs / use, or that the product has special properties.
10. Design/construction changes
10.1 Hymatik reserves the right to make such changes in construction, execution, etc. before delivery without prior notice to the Buyer as Hymatik may deem necessary. Such changes only give the Buyer the right to cancel the purchase if he can prove that a certain construction, execution, etc. was an essential prerequisite for the purchase. Making changes and consequent cancellation of the purchase does not entitle the Buyer to any damages/compensation.
10.2 Hymatik reserves the right to replace a product with another product without notice, including making changes to agreed specifications, if this can be done without significant inconvenience to the Buyer.
11. Technical guidance
11.1 Any assistance with technical guidance and advice in connection with systems is exclusively a service for which Hymatik does not assume liability, unless otherwise expressly agreed in writing.
12. Drawings, descriptions, samples, etc.
12.1 All drawings and technical documents for use in the manufacture of deliveries or parts thereof, which are provided to the Buyer before or after the conclusion of the agreement, remain the property of Hymatik. They may not, without permission, be used for anything other than in connection with the use and maintenance of the delivered material and may not be copied, reproduced, handed over to or otherwise brought to the knowledge of an unauthorized third party by the Buyer. At Buyer's request, Hymatik shall provide him with a copy of the present instruction free of charge.
13.1 Hymatik is only liable for manufacturing defects or other defects in the individual products to the same extent as Hymatik's suppliers are liable for this in relation to Hymatik. Goods that, due to manufacturing defects or material defects, prove to be unusable within a reasonable time, will be exchanged after an inspection has been carried out by the supplier and after the supplier has approved the complaint. However, material compensation is only granted to the same extent as compensation can be obtained from the supplier.
13.2 Hymatik does not provide compensation for expenses or damages that such errors may have caused the Buyer, unless and to the extent that the supplier in question compensates them.
13.3 Hymatik is not liable for errors in any installation that has not been carried out by Hymatik.
13.4 Defective parts must be submitted free of charge to Hymatik on request.
13.5 Defects do not entitle the Buyer to termination of the agreement, discount of the purchase price, or withholding payment for delivered goods.
13.6 Modification of or interference with the items without Hymatik's written consent releases Hymatik from any obligation.
14. Indirect losses
14.1 Hymatik is never liable or responsible for any operating losses, profit losses or other indirect losses in connection with goods sold, including losses that arise as a result of delays or defects in the goods sold.
15. Product liability
15.1 The current product rules in Danish law apply to product liability.
15.2 Under no circumstances is Hymatik liable for operating losses, lost earnings or other indirect losses.
15.3 The Buyer may not make claims against Hymatik for damages regarding product liability made by a third party against Hymatik if Hymatik is not liable to the Buyer in accordance with these terms of sale and delivery.
16. Force majeure
16.1 The following circumstances give rise to exemption from liability when they occur after agreement been reached and prevent its fulfillment: Labor disputes, strikes, lockouts and any other circumstances beyond the control of the parties, such as fire, war, mobilization or unforeseen military calls of a similar nature, acts of sabotage , requisition, seizure, currency restrictions, riots and unrest, lack of means of transport, general shortage of goods, restrictions on propellants and defects in deliveries from subcontractors, or delays in such deliveries due to some of the circumstances mentioned in this paragraph.
16.2 The party who wishes to invoke some of the circumstances mentioned in paragraph 16.1, shall without undue delay notify the other party in writing of the occurrence and termination of the event.
16.3 Both parties are entitled to terminate the agreement by written notice to the other when its fulfillment within a reasonable time becomes impossible due to some of the circumstances mentioned in paragraph 16.1.
17. Competent court
17.1 Any dispute that may arise in connection with the fulfillment of the agreement entered into in relation to these terms of sale and delivery as well as any matter in connection, shall be settled at Hymatik's home court in Odense. Any dispute must be settled in accordance with the provisions of Act no. 237 of 28 March 2003 (Danish Sale of Goods Act) to the extent that this has not been opted out by the above.
Version 1.0. 04.02.2020