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Terms & Conditions

Terms of Sale and Delivery and Construction Conditions (2024)

1. In General These Terms of Sale and Delivery apply to all offers and deliveries from companies within the Riis group of companies (hereinafter “RIIS”) to a customer, unless RIIS in writing accepts deviations hereof. To the extent that construction work, including mounting, is included in the service on the part of RIIS, the below specified Construction Conditions in clause 13-18 shall also apply. To the extent that there are deviations between the Terms of Sale and Delivery (clause 1-12) and the Construction Conditions (clause 13-18) the latter shall prevail.

2. Quotation and Acceptance Any quotation given by RIIS shall be binding for fourteen (14) days. No agree-ment shall be deemed to have been concluded between the customer and RIIS (hereinafter collectively the “Parties”), until the customer has signed the quota-tion and returned it to RIIS. If the quotation is not signed and returned within the above mentioned period of time, the quotation shall lapse unless otherwise agreed between the Parties.

3. Drawings and Descriptions All intellectual property rights, including concepts, designs, drawings, sketches, technical specifications etc. regarding the goods sold and delivered to the customer shall be the property of RIIS and may not be copied, amended, assigned or imitated.

4. Prices The prices shall appear from the quotation or from RIIS’ separate price list. All prices of goods shall be stated exclusive of freight, packaging, VAT, duties and service fees, if any.

5. Payment and Security Payment shall be made in accordance with RIIS’ terms of payment as set out in the quotation. If the customer fails to comply with a payment and where payment has not been made within fourteen (14) days after the customer has received a written reminder regarding the payment, RIIS shall be entitled to terminate the contract. If RIIS terminates the contract due to the customer’s breach of its obligation to pay the purchase price, the customer shall be obliged to compensate RIIS for any loss of profit due to the termination. In the event of a delay in payment of the purchase price, penal interest of 1.5% for each commenced month shall be demanded, as the interest is accrued monthly on the remaining debt, including interest. If payment is made in a different currency than DKK or EUR, RIIS shall be entitled to demand an adjustment of the purchase price if the value of the currency in relation to EUR deviates by more than 2.5% in the period from the submission of a quotation and until payment is effected.

6. Cancellation and Change of Orders If the customer cancels or changes orders after the submission of the signed quotation, the customer shall be obliged to pay any costs connected to the cancellation or change, including costs for the work and expenses already laid down by RIIS and expenses caused by the changes. By cancellation, in whole or in part, the customer shall, moreover, be obliged to compensate RIIS for any loss of profit due to the cancellation. Specially designed and specially purchased items cannot be returned and credited, unless the return is a result of a legitimate complaint. If RIIS has delivered too much or if the customer has a legitimate complaint, RIIS pays the reasonable costs for the return shipping. In any other situation, the customer pays for returning the goods.

7. Delivery, Delay Delivery shall take place within the date agreed upon between the Parties (hereinafter the “Delivery Date”). If the Delivery Date is postponed after the quotation has been signed due to circumstances relating to the customer, RIIS is entitled to make invoicing on account. Delivery shall be made ex works (Incoterms 2010) unless otherwise stated in RIIS’ quotation. If delivery does not take place within the Delivery Date, and such delay causes the store not to open on the scheduled opening date, the customer shall be entitled to claim damages of 0.3% of the contract price per working day of the delay. Notwithstanding the above, RIIS shall not in any event be liable to pay damages exceeding an amount of 6% of the contract price. The customer shall not be entitled to any other remedies or claim any additional damages for the delay.

8. Non-conformity The customer shall examine the goods, or cause them to be examined immediately upon receipt hereof. The customer loses the right to rely on a lack of conformity of the goods if he does not, in writing, give notice to RIIS specifying the nature of the lack of conformity immediately after he has discovered or ought to have discovered the nonconformity. In any event, the customer loses the right to rely on any lack of conformity of the goods, irrespective of nature hereof, if he does not give RIIS notice thereof at the latest within a period of twentyfour (24) months from the Delivery Date. Where the lack of conformity is attributable to RIIS, RIIS shall, at its own discretion, be entitled and obliged to carry out redelivery, remedy the nonconformity or give the customer a proportionate reduction of the purchase price, whereby the nonconformity shall be finally remedied. The customer will not be entitled to other remedies in regard to the breach of contract. If RIIS chooses to remedy the lack of conformity, RIIS’ obligation shall exclusively comprise wages and materials which are directly connected to remedy of the nonconformity. All other costs in connection with the occurred lack of conformity, including costs of dismounting, shall rest with the customer. RIIS shall under no circumstances be liable for loss of profit or any other indirect loss.

9. Product Liability RIIS shall only be responsible for injuries caused by the goods, if the customer demonstrates that the injury is due to a defect of the goods caused by intent or gross negligence on the part of RIIS. Irrespective of the aforesaid, RIIS shall in no event be responsible for any financial loss, operating loss, loss of time, loss of profit, consequential damage or any other indirect loss. The customer shall without undue delay, in writing, notify RIIS if he becomes aware of any damage caused by the goods, or any third party claim regarding such damage. To the extent that RIIS might be imposed liability towards a third party in regard to the goods, the customer shall be obliged to keep RIIS harmless if RIIS, in accordance with these Terms of Sale and Delivery, would not have been liable towards the customer for such claim. In any event RIIS’ liability cannot exceed an amount equal to the contract price.

10. Product Guarantee Unless otherwise stated RIIS provides 24 months product guarantee from the Delivery Date on the goods delivered, provided that the goods have been used for normal use only and have been maintained in accordance with the instructions for doing so. RIIS undertakes no responsibility if the goods have been damaged due to improper use or lack of maintenance.

11. Force Majeure and similar Events RIIS shall not be liable for failing fulfillment of its obligations as a consequence of circumstances beyond the direct control of RIIS (e.g., but not limited to, strike, work stoppage, blockade, lockout, delayed or deficient or substantially raised costs of deliveries from RIIS’ suppliers, fire, conditions of nature, lack of means of transportation, restrictions concerning import/export and operating failure or stop in general and similar), and which are suitable for delaying or hindering production or delivery of the purchased goods, or which makes fulfillment substantially more cumbersome for RIIS than expected. Where faultless or timely delivery is hindered due to the aforesaid, the obligation of delivery shall be suspended for the duration of the hindrance, and the Delivery Date shall be postponed accordingly. Delivery made within the postponed Delivery Date shall be considered as timely, why the customer is not entitled to terminate the contract on the basis of late delivery.

12. Jurisdiction and Applicable Law These Terms of Sale and Delivery shall be governed by and construed in accordance with Danish law with the exception of provisions leading to another choice of law than Danish law. Any dispute between the parties arising out of or in connection with any quotation or delivery governed by these Terms of Sale and Delivery shall, at the discretion of RIIS, be settled by the city court in Kolding or by arbitration administrated by 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. Construction Conditions The following Construction Conditions apply to projects where RIIS is performing the construction or is responsible for the construction.

13. Supervision In cases where RIIS has not been engaged to perform construction or mounting work, but engaged solely as a supervisor, RIIS shall only be liable for damages which demonstrably are attributable to errors in the directions of the supervisor.

14. Preparation for Construction The customer shall provide to RIIS all information and drawings regarding the foundation, construction and technical installations et cetera of the construction site necessary for RIIS to be able to perform the construction. Any expense, which can be shown to be attributable to errors or defects in the drawings or information provided to RIIS, shall be paid by the customer. The customer shall see to that water and electricity is available to RIIS at the construction site prior to commencement of the construction work. This shall take place without costs for RIIS, and RIIS shall not pay for the use hereof.

15. Construction according to Invoice or at Fixed Price I. Where construction has been agreed according to invoice, the following items shall be debited separately on invoicing of the construction work: a) all travel expenses for RIIS’ personnel and costs for transportation of tools; b) refund of accommodation expenses incl. food for RIIS’ personnel for each day’s absence from the home place, incl. days off and holidays. Unless otherwise has been agreed, the highest rates shall be used for diets and travelling allowance for civil servants, applicable to journeys to the country, where the construction is carried out; c) ordinary working hours according to number of hours calculated by RIIS; d) overtime work according to number of hours calculated by RIIS; e) time calculated according to the rates for ordinary working hours, spent for 1) necessary preparations of departure and arrival; 2) departure and arrival and other travelling, if any; 3) daily travel between lodgings and the construction site, where travel time for each day aggregately exceeds thirty (30) minutes; 4) waiting time, where the work is hindered by circumstances which RI-IS shall not be responsible for; f) expenses which RIIS incurs by making equipment available according to the contract, including payment for use of RIIS’ own construction equipment. In addition to this is value added tax and other corresponding expenses payable by RIIS. II. Where there is an agreement on construction according to fixed price the above expenses mentioned in paragraph a) to f) shall be included in the pay-ment for the construction work.

16. Delivery of Construction Work, Delay The Delivery Date shall be the date on which the store is transferred to the cus-tomer on the agreed Handover Date. RIIS will, however, use its best endeavor to ensure that delivery is made on the last Friday before the agreed Handover Date. RIIS may demand the Delivery Date postponed if the customer wishes to make changes in the construction work, if delay is caused by noncompliance or delays concerning work to be performed or deliveries to be made by the customer, or if delay is caused by public demand. RIIS reserves the right to postpone the Delivery Date in the event that the construction work is delayed do to circumstances RIIS does not control, e.g. municipal approvals, hidden installations, asbestos, external signage etc. Such delay shall not be considered attributable to RIIS and RIIS shall not be liable for the economical consequences such delay may cause. Upon delivery the parties shall conduct an inspection of the construction site and complete a handover report. RIIS shall remedy any nonconformity documented in the delivery report within five (5) weeks after delivery, unless agreed otherwise.

17. Damages If damage occurs on the customer’s or a third party’s property in connection with the construction work, prior to delivery of the construction work RIIS shall only be liable when the damage has been caused by RIIS’ personnel, or by anyone for whom RIIS is responsible. In the event that any nonconformity or delay causes the store not to open on the scheduled opening date, and the nonconformity or delay is attributable to RIIS, the customer shall be entitled to claim damages of 0.3 % of the contract price per working day of the delay. Notwithstanding the above, RIIS shall not in any event be liable to pay damages exceeding an amount of 6% of the contract price. The customer shall not be entitled to any other remedies or claim any additional damages for the nonconformity and/or the delay.

18. Guarantee RIIS provides a 24 months guarantee from the agreed Handover Date on construction work performed by RIIS and on construction work which RIIS is responsible for. RIIS undertakes no responsibility for incorrect construction work performed by a third party.