TERMS AND CONDITIONS - WHOLESALE
CBR no.: 37750786
8380 Trige, Denmark
1. Active customers
Humdakin appreciates active, engaged customers, with good communications, close relationships and collaboration. An active customer is defined as one that
- often places orders. Minimum every 2-3 months;
- that engages and collaborates with Humdakin concerning communication, social media and updating websites/online stores;
- orders new products for the collection every season.
These terms and conditions of sale and delivery (hereinafter "the Conditions") apply to all wholesale orders (B2B) between Humdakin ApS, CBR no.: 37750786, Estrupvej 1, 8380 Trige (hereinafter “Humdakin” or “we”) and a customer (hereinafter “the Customer”). The Conditions, together with an order, comprise a legally binding contract between Humdakin and the Customer. In addition to the Conditions, all orders are subject to our data protection policy, available at https://humdakin.dk/pages/persondata.
Any terms of delivery laid down by the Customer that conflict with these Conditions, can only be valid if expressly accepted in writing by Humdakin.
We may revise these Conditions without notice by publishing such revised Conditions. Any changes will come into effect on subsequent orders. The latest valid set of Conditions will always be available on our website at http://www.humdakin.dk.
3. Address and contact details
In the event of questions concerning these Conditions, an order or collaboration with Humdakin, please contact us at the following address and contact details:
CBR no.: 37750786
8380 Trige, Denmark.
Orders can be placed by mail or telephone, using Humdakin's B2B online store or via an agent. Upon the Customer's first order placed via Humdakin's B2B online store, the Customer will be automatically set up with a log-in.
Upon receipt of an order, we will forward an e-mail as soon as possible to confirm we have received it. Please note this does not mean the order is accepted, as such orders represent an offer to buy the goods stipulated according to the rules in these Conditions. Unless otherwise agreed, all orders shall be placed in whole packaging units.
All orders are subject to an order confirmation (hereinafter “Order Confirmation”), which we will forward once the goods have been shipped. An order therefore can only become valid once we have sent an Order Confirmation. We reserve the right to decline any order.
All orders can be amended or cancelled up to the time an Order Confirmation is forwarded. Orders can only be amended or cancelled by the Customer with Humdakin's consent.
An order only concerns those goods listed on the Order Confirmation. We are not obliged to deliver other goods that can have been part of your order before the order has been confirmed in a separate Order Confirmation.
The Customer is recommended to check all Order Confirmations thoroughly upon receipt.
5. Shipping and delivery
Unless otherwise separately agreed, Humdakin will arrange shipping to the delivery address stated on the Order Confirmation. All costs related to shipping, including for insurance (if required) shall be paid by the Customer, unless otherwise agreed.
Delivery dates stated or accepted in the Order Confirmation are approximate.
Delivery will be regarded as completed and risk for accidental loss of the goods passes to the Customer when Humdakin hands over the goods to an independent carrier.
Humdakin will pack the goods in a manner suitable for their protection during transport, and each pack will be labelled appropriately. The Customer is recommended to always inspect goods prior to accepting delivery.
If a Customer is unable or unwilling to accept delivery of an order on the agreed delivery date, we can store the goods at our own discretion at the Customer's expense and liability. In such instances, the goods will be regarded as delivered as from the date storage commences.
6. Prices and payment
All prices are excluding Danish VAT and carriage costs. Humdakin reserves the right to revise prices up to the date of an order. Price changes can apply to purchase prices and recommended retail prices.
Humdakin is entitled to send an invoice to the Customer on the date of an order. All payments are due 14 days after the invoice date, although subject to item 6.3.
All first-time purchases are subject to advance payment of the full order value before delivery.
All goods will remain the property of Humdakin as far as possible until payment is made in full.
If the Customer fails to pay on time, Humdakin is entitled to charge interest in accordance with the Penalty Interest Act. Furthermore, Humdakin is entitled to temporarily suspend all other orders to the Customer until full payment is received.
The Customer is not entitled to make any deductions for claims arising from other orders, and neither is the Customer entitled to exercise any other right to withhold or deny payment due to delay, shortages, complaints or other claims against Humdakin.
7. Promotional materials
Humdakin may publish different graphic materials and brochures concerning Humdakin and Humdakin's goods (hereinafter “Promotional Materials”) at any time. Humdakin retains all proprietary and copyright titles to Promotional Materials, including Humdakin's trademarks, logos and other intellectual property rights that Humdakin may provide to the Customer.
Humdakin grants to Customer a limited, non-exclusive, non-assignable, revocable right of use to the Promotional Materials for the Customer's own promotion and sales of Humdakin's goods. The Customer is not entitled at any time to amend or revise the Promotional Materials, including removing Humdakin's trade mark and logos from the Promotional Materials without Humdakin's prior written consent.
All goods are delivered in accordance with the goods declaration without any guarantees or claims of any kind, including a guarantee of saleability, suitability or longevity.
If the Customer finds a defect concerning an order or product, a written claim must be sent to Humdakin immediately, supported by documentary evidence of the defect. Humdakin will begin to process any such claim received as soon as reasonably possible after receipt. In the event of a defect, Humdakin will rectify the defect, re-deliver or issue a credit note to the Customer at its own discretion, equivalent to the proportional value of the defect. This is Humdakin's only liability to the Customer in the event of a defect.
7. Humdakin's liability and limitation thereof
Humdakin's liability to the Customer in relation to damage caused by the product (product liability) is limited according to the rules of mandatory legislation in all respects.
Under no circumstances shall Humdakin be held liable for the Customer's indirect loss or consequential loss of any kind or for any loss of profit, earnings, goodwill or contracts that may arise from or in connection with an order or the Customer's use of Humdakin's goods. Humdakin's full liability for compensation for damages or losses arising from or in connection with an order, or the Customer's use of Humdakin's goods, including the Customer's right to proportional discount, is limited in any instance to an amount equivalent to the price paid by the Customer to Humdakin according to the order from which such a claim arises.
10. Force Majeure (events beyond Humdakin's control)
Force Majeure means all events over which we have no control, nor could have foreseen on the order date, such as (but not limited to) strikes, lockouts or other labour disputes undertaken by a third party, civil unrest, disobedience and rebellion, invasion, terror attack or threat of the same, war (regardless of whether declared or not), fire, explosion, storm, flooding, earthquake, landslip, epidemic, pandemic or other natural disaster and its consequences in the form of quarantine or prohibition from the authorities and their effects on the infrastructure, whether such events concern Humdakin or Humdakin's suppliers.
If an event beyond our control occurs that affects fulfilment of our obligations in accordance with an order:
(1) we will contact the Customer as quickly as reasonably possible to report it, and
(2) our obligations in accordance with the order and these Conditions will be temporarily suspended until the event beyond our control ceases.
If an order affected by an event beyond our control is not delivered within a period of 90 days from the delivery date, Humdakin and the Customer are equally entitled to cancel the order without further liability to each other.
11. Assignment and waiver of rights
Humdakin can assign its rights and obligations according to an order and these Conditions to a third party. The Customer can only assign its rights and obligations according to an order or these Conditions to a third party with the prior written consent of Humdakin.
Humdakin's waiver or non-enforcement of any provision or right arising as a result of an order or these Conditions cannot be regarded as forfeiting such a provision or right and has no significance to Humdakin's right to enforce or use the same at a later date.
12. Applicable law and court of venue
These Conditions and any orders are subject to the material rules of Danish law.
Any dispute that may arise in connection with these Conditions or any order, including disputes concerning the existence or validity of the Conditions, shall be resolved by the Aarhus District Court in the first instance.
For international orders, the following limitations apply:
(1) The international jurisdiction rights of Danish law (the rules on choice of laws) shall not apply.
(2) The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Published April 14th 2021