Terms and Conditions

General Sales and Delivery Terms – 18.11.2022

Unless otherwise agreed, these sales and delivery terms (hereinafter referred to as the “Terms”) apply to all offers, sales, and deliveries from ANTIDARK ApS (hereinafter referred to as “AD”). Insofar as AD provides advice, installation, support, or other consultancy services, the Terms also apply. No terms, conditions, or other provisions contained in the buyer’s purchase order or similar will be part of the agreement between AD and the buyer, and the buyer waives the right to invoke such provisions. Deviations from the Terms are only valid if AD has agreed to them in writing.

1. Offers Only written offers made by AD are binding. Offers made by AD are binding for 30 days unless a specific acceptance deadline is indicated in the offer and otherwise subject to changes in raw material prices, labor wages, exchange rates, taxes, tariffs, etc. For larger or smaller quantities than offered, AD reserves the right to change the price and delivery time. AD reserves the right to sell the goods covered by an offer to another party until the buyer’s written order is received. If the buyer wishes for specific specifications that deviate from AD’s standards and/or differ from what is stated in the offer, these must be provided in writing and approved in writing by AD. Otherwise, they are not binding on AD.
2. Orders An order from the buyer is only binding on AD when AD’s written order confirmation is provided. The buyer cannot cancel a confirmed order. Goods will not be accepted for return.
3. Delivery Unless otherwise expressly agreed and stated in the order confirmation, delivery is made in accordance with INCOTERMS 2020 EXW AD’s address. If it is stated on the order confirmation that AD charges a transport insurance fee of 0.25% of the invoice amount and transport costs, delivery is considered complete when the goods are handed over by the carrier at the delivery address specified in the order. It is the buyer’s responsibility to inspect the goods for damage and defects upon receipt and report them to AD without undue delay, cf. section 9. When providing advice, installation, etc., delivery will be specified in the order confirmation. When providing advice, installation, etc., where materials for installation are delivered to the site, it is the buyer’s responsibility to ensure that there is construction site insurance or similar to cover theft, etc. Storage is thus at the buyer’s expense and risk.
4. Delivery Time Unless otherwise agreed, delivery will take place as soon as possible. In cases where a delivery week is agreed, delivery on the last day of the week is in any respect considered timely. AD may demand postponement of the delivery time if:

a. The buyer requests a change to the goods.

b. Delays occur due to deliveries or services performed by the buyer or on their behalf.

c. The work on the delivery must be stopped or delayed due to an obstacle beyond AD’s control, which AD could not reasonably have taken into account, avoided, or overcome. Or if such occurs with a subcontractor AD has used to fulfill the agreement.

In the case of delays according to sections a and b, AD reserves the right to adjust the agreed price according to the costs incurred by AD in this regard, or alternatively to cancel the agreement without the buyer gaining any rights to remedies for breach of contract or AD otherwise incurring liability for compensation to the buyer.

5. Prices The purchase price is stated in DKK INCOTERMS 2020 EXW AD’s address, exclusive of VAT, taxes, fees, packaging, freight, transport insurance, installation, etc., unless otherwise agreed in writing. Orders not covered by binding offers will be charged at the price applicable on the delivery date.

AD reserves the right to adjust the price if, after the conclusion of the agreement but before the payment date, AD incurs new or increased fees to the public authorities, including transport, terminal, or port authorities, which are a direct result of the agreed delivery. Other cost increases, including general price increases, are AD’s risk unless the cost increase is a result of sudden and sharp increases in raw material prices, war, or war-like conditions that AD could not foresee, avoid, or overcome, in which case AD is entitled to demand a price supplement as compensation for the cost increase.

6. Payment Terms Payment must be made according to the applicable payment terms at all times in accordance with AD’s order confirmation and/or invoice terms. If payment is not made on time, interest will be charged at 2.5% per commenced month on the outstanding balance at any given time. AD also reserves the right, due to delayed payment of the purchase price, to suspend the execution of this and any other transactions with the buyer at the buyer’s expense, including stopping orders in transit and, if possible, instructing the carrier not to deliver the goods to the buyer until the payment and any security obligations are met, without the buyer gaining any remedies for breach of contract. In the event of the buyer’s breach of these obligations, AD may demand security for future payments or require prepayment, even if credit without security has previously been granted for such amounts, also without the buyer gaining any remedies for breach of contract.
7. Delays If delivery is not made on time, the buyer must immediately notify AD in writing. The buyer is only entitled to cancel the transaction if the delay exceeds 30 working days and has caused significant inconvenience to them. If the delay relates to part of the delivery, the buyer is only entitled to cancel the transaction concerning the delayed part of the delivery and still on the condition that the delay causes significant inconvenience to them. Documented delays due to logistical conditions for which AD is not responsible will not entitle the buyer to cancel the purchase even if the delay lasts more than 30 working days.

If the delay concerns products manufactured according to the buyer’s specifications or if the goods are of a nature not normally stocked by AD, the buyer can only cancel the purchase if the delay means that the buyer’s purpose for the purchase will be frustrated.

8. Defects AD undertakes to rectify any documented defects in the products and services delivered by AD due to errors in materials and/or manufacturing or to make a replacement, provided that the buyer has duly and promptly reported such defects in accordance with the provisions set out in section 9. Unless otherwise specifically agreed in writing with the buyer, the quality of the delivered products/services is the craftsmanship standard chosen by AD. The fact that a different and/or perhaps better quality is available on the market than the delivered product/service is not considered a defect. If the delivered product/service is used more intensively than agreed or could reasonably be assumed at the time of the agreement, and this causes breakage, damage, or other problems with the delivered product or service, this is not considered a defect. If the product/service has not been stored, handled, installed, and maintained properly and according to the given circumstances, this is not considered a defect. The buyer bears the burden of proof that the above has been complied with. In the event the buyer requests a delay in the provision of services requiring installation/support, etc., AD cannot be held responsible for defects to the extent that, due to a change of installer/craftsman, the same quality of workmanship cannot be ensured.

AD is not liable for any delay resulting from the rectification or replacement.

AD assumes no liability for either direct or indirect losses in the event of defects, and the buyer is not entitled to any compensation in the event of defects.

AD’s liability for defects expires 6 months after the delivery of the product or service.