Terms and conditions for companies (B2B)
These terms of sale and delivery apply as of 8 March 2021 and apply to all relationships between Vendino ApS [hereinafter Vendino] and customers of Vendino, [hereinafter the Customer] unless otherwise agreed in writing between Vendino and the Customer. Any deviation from these terms and conditions requires that an authorised signatory of Vendino has agreed to the deviation.
1. Offers, orders, etc.
The customer places an order on the website of Vendino. Orders are only valid after written confirmation from Vendino. Vendino confirms the customer's order by means of a purchase agreement or an order confirmation. If the customer believes that there are circumstances in the purchase agreement or order confirmation that are not in accordance with the submitted offer and/or the customer's acceptance, it is the customer's responsibility to immediately complain to Vendino in writing. If Vendino has commenced work on and/or delivery of a service or product to the customer, the agreement is deemed to have been concluded between the parties, even if no written contractual basis has been established in the form of an order from the customer and an order confirmation.
Vendino accepts payment by Dankort/VISA-Dankort, VISA, VISA Electron, Mastercard and JCB. Payment will only be debited from the Customer's account when the goods are dispatched.
Vendino uses an approved payment server that encrypts all of the Customer's card details with SSL (Secure Socket Layer) protocol. This means that the customer's information cannot be read. All payments are processed by the third-party service Reepay A/S.
2. prices
Wholesale prices on the product display are exclusive of VAT and all amounts are in DKK unless otherwise stated. Vendino reserves the right to adjust list prices without notice. If the parties have entered into a service agreement, the prices in the service agreement are adjusted once a year, every 1 April based on the percentage increase in net price indices for the previous year, in addition, prices may be adjusted if Vendino deems it necessary, e.g. as a result of technical changes or other circumstances, unless otherwise provided for in the service agreement.
3. Order size
For goods listed on the Website, the minimum shipping quantity stated by Vendino's supplier will apply. All orders are subject to the applicable shipping and/or administration fee. Vendino reserves the right to adjust the amount at any time. The amount is exclusive of VAT.
4. Delivery time
The applicable delivery time is stated for each individual product on the website. Similarly, the order confirmation will state the delivery time applicable to each individual product. Delay in delivery does not entitle the customer to compensation, whereas Vendino is entitled to claim any costs resulting from the customer's influence on the time of delivery to be paid by the customer. If the Customer has not timely fulfilled agreements entered into or has otherwise influenced the execution of the delivery, e.g. by changing the order, Vendino is entitled to extend the delivery time by a period of time that is reasonable under the circumstances (at least a period corresponding to the period from the receipt of the order to the time of e.g. the change in the order), unless Vendino prefers to cancel the agreement entered into. All services and products provided by Vendino to the customer shall be deemed to have been delivered to the customer when the services have been collected/delivered - possibly to a carrier - from the warehouse of Vendino's chosen supplier. For services, including developer services, delivery takes place on an ongoing basis as the services are performed by Vendino. The risk for services and products from Vendino passes to the Customer upon delivery.
If a delay in delivery occurs and the delay is mainly due to Vendino's circumstances, the customer shall not be entitled to defer payment or cancel the order. If the delay is mainly due to the customer's circumstances, all payments are due on the originally agreed dates, regardless of whether the tasks, services, etc. that are to trigger the payments have not yet been completed. However, this does not apply where it has been specifically agreed that payments are to be made regardless of the actual time of delivery.
5. Shipping and place of delivery
All deliveries are Ex-Works (EXV) from the Customer's chosen supplier's warehouse. Shipments are subject to freight costs corresponding to the applicable rates from each supplier. Insurance costs, etc. are paid by the Customer. Vendino reserves the right to determine the method of despatch.
6. Payment
If goods and services are purchased on Vendino's website, the payment terms are net cash, otherwise Vendino's payment terms are net cash, so that 100 % of the invoice amount including VAT is paid no later than 8 days after the customer's order. In the event of late payment, Vendino shall be entitled - without deviation from a demand for payment - to default interest equal to 2 % per month or part thereof from the due date until payment is made. For the first, second and third reminder for payment, Vendino is entitled to DKK 100 per reminder, which represents the costs incurred by Vendino in connection with the deviation of the reminder. All amounts are exclusive of VAT. Vendino reserves the right to adjust the monthly interest rate and the said fee. These terms and conditions deviate from section 9a of the Danish Interest Act, as follows: If Vendino submits a claim for collection by, for example, a lawyer, it is agreed that the lawyer is entitled, when determining the collection fee, to take the National Court Presidents' tariffs for collection cases applicable for 1 January 2000 as a starting point. Executive Order no. 601 of 12 July 2002 is hereby derogated from.
When purchasing subscriptions and licences, the customer undertakes to pay for the ongoing costs of these. The Customer authorises Vendino to carry out transactions on the Customer's payment card on an ongoing basis.
7. Limited licence
With this purchase agreement, Vendino has granted the customer the right to use the specified software, also referred to as the "Platform". The customer acquires exclusively the right of use and licence to use Vendino's software and access to the product catalogue. The customer does not acquire any property rights or copyrights to this software. The customer's right to use the software in question for its online shop and access to the product catalogue is subject to the customer's payment of a licence fee, which is payable on a continuous basis. If the Customer is in arrears with the payment of the licence, the Customer will not receive renewed access to the "Platform" and the installed software (if the Customer has installed Vendino's software on its website) cannot be used. Vendino cannot be held liable for this at any time and has the right to withhold access at any time until the Customer has made full and final valid payment.
8. Cancellation
It is the Customer's own responsibility to cancel any subscriptions and licences, which the Customer can do in the following ways:
- Cancel via your account on the "Platform"
- Cancel by contacting Vendino by email ([email protected])
The cancellation will take effect at the end of a calendar month, whereby payment for the current month is the responsibility of the Customer. In the event that the Customer wishes to cancel by contacting Vendino by email, please allow up to 7 working days for Vendino to respond.
9. Use of the goods
The customer has access to information regarding the use of the software and the "Platform" on Vendino's website (https://vendino.dk/). In the event of resale, the customer is obliged to pass on the information received regarding the products. The customer may only allow Vendino or people authorised by Vendino to perform service and programming on the purchased products. Unauthorised service and programming voids all rights under these terms and conditions and all other specific warranties or equivalent.
10. Complaints - Limitation of Vendino's liability
It is the Customer's responsibility to inspect any deliveries and services provided by Vendino and to report any defects to Vendino without undue delay and no later than 30 days after delivery. When reporting defects, the Customer must provide a reasonably detailed written description of the problem. If the customer finds that there is transport damage to the goods or discrepancies between the quantity stated in the consignment note and/or order confirmation and the quantity physically received, the customer shall be obliged, at the time of receipt, to submit a written and justified reservation to the carrier and Vendino. If, upon receipt of the goods, the Customer finds that the agreed quantity or the quantity stated on the delivery note or order confirmation has not been delivered in full, the Customer shall notify Vendino in writing within 3 days of receipt of the goods. If the goods delivered are found to be defective, Vendino reserves the right not to be bound by any complaints. Vendino is thus not responsible for initiating the remedying of any defects.
The customer cannot assume "uptime" for products containing software, e.g. access to the "Platform". Vendino's cannot be held liable for defects, including the obligation to remedy the defect, pay compensation or a proportionate reduction in price.
Any order placed with Vendino shall be deemed to be an independent agreement between the parties. A party is only entitled to cancel an order if the other party is in material breach of its obligations under the order. Cancellation of an order does not automatically entitle the Customer, but rather Vendino, to cancel another order, regardless of whether there is a close connection or dependency between the services to be provided under the orders. In other words, there must be a material breach of the order in question before cancellation can take place on the part of the Customer.
11. limitation of liability
Under no circumstances, for whatever reason, shall Vendino be liable for a total compensation and/or proportional reduction that exceeds the total payment made by the Customer in respect of the order to which the claim relates. This maximum applies as a total accumulated maximum for all circumstances relating to an order that may entitle the Customer to compensation and/or a proportional reduction, regardless of whether the claim is due to simple or gross negligence on the part of Vendino. Under no circumstances can Vendino be held liable for indirect loss or damage, operating loss, loss of profit, claims for damages from third parties with whom the Customer has entered into an agreement or to whom the Customer has obligations, regardless of whether this is due to gross or simple negligence. Vendino is liable for product liability in accordance with the mandatory legislation in force at any given time. Vendino accepts no further product liability.
All claims, claims for damages/claims for proportionate liability, including claims for product liability, must be asserted by the Customer within 6 months of the date on which the circumstances giving rise to the claim came or should have come to the Customer's knowledge, after which the claim shall be forfeited.
12. returns
Sold goods and services cannot be returned unless prior agreement has been made with Vendino. Ordered goods, meaning goods that are not stocked by Vendino, cannot be returned. All agreed returns are at the risk and expense of the Customer.
13. Insurance
Until the delivered goods have been paid in full, the Customer is responsible for keeping the delivered goods insured for the total purchase price to the full extent, including, but not limited to, against fire, theft, vandalism, water damage, etc. The Customer is objectively responsible for the delivered goods until full payment has been made. The customer is obliged to submit an insurance declaration upon request.
14. force majeure
Neither party shall be liable to the other party for circumstances which are the result of circumstances beyond the control of the party concerned and which should not have been taken into account when the order concerned was placed. Should delivery be prevented due to force majeure, Vendino shall be relieved of any liability, and Vendino reserves the right to cancel the agreement in whole or in part, or to postpone delivery by the delay caused by the hindrance beyond the delivery time stipulated in the agreement. Force majeure includes, but is not limited to, labour disputes, war, military call-up, blockades, closures, political unrest, government intervention of any kind, lack of fuel or other circumstances beyond Vendino's control that affect Vendino's ability to meet its delivery obligations.
15. Choice of Law and Place of Jurisdiction
Any disagreement or dispute between the parties shall be settled in accordance with Danish law. The place of jurisdiction is the court in Viborg, unless Vendino chooses to demand that a dispute be finally settled by arbitration in accordance with the "Rules for handling cases at the Danish Institute of Arbitration (Copenhagen Abitration)".
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