General Terms and Conditions of Sale
for Business Customers
Please note that these Terms and Conditions only apply to business customers who order directly from us (Mermaid Stories ApS). If you are a customer ordering via our web shop, please consult the web shop’s Terms and Conditions.
1. Scope of Applicability
1.1. These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.2. We reserve the right to change these GTCS at any time. The current GTCS at the time of your oder apply.
2. Offers, Purchase Orders and Order Confirmations
2.1. All offers made by us are open for acceptance within ten calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2. All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing. No change of purchase order from you shall be binding on us unless and until confirmed by us in writing.
2.3. If the order confirmation that you receive from us differs from your original purchase order and you do not wish to accept that, you shall notify us in written within two working days. Otherwise you shall be deemed to have accepted the order as in the order confirmation sent by us.
3. Prices and Terms of Payment
3.1. The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority. Unless otherwise agreed in written, the buyer pays the shipping costs/expenses for the ordered products.
3.2. Unless expressly stated otherwise in our order confirmation, payment for goods shall be made within 14 days after the date of the invoice without offset or deduction.
3.3. You must submit such financial information from time to time as may be reasonably requested by us for the establishment or continuation of payment terms. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
3.4. If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1 ½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
3.5. Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
4. Terms of Delivery and Late Delivery
4.1. Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be FCA Copenhagen in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term. Unless otherwise agreed in written, you as the buyer pay the shipping costs/expenses for the ordered products. It is your obligation to let us know before you get the order confirmation in case you would like to have your sending/shipping insured, which then will be at your cost.
4.2. The delivery dates of goods shall be those set forth in our order confirmation. If we expect a delay in delivery, we will inform you as soon as possible about the reason for the delay and provide you with a new delivery date.
4.3. If we fail to deliver goods within seven calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period. These shall be your exclusive remedies for late delivery.
4.4. We reserve the right to make delivery in installments. We reserve the right to deliver the ordered products before the agreed delivery date, unless otherwise agreed by both parties in written.
4.5. Orders that are shipped to countries outside Denmark may be subject to import taxes, customs tariffs, and fees levied by the destination country or the shipping company. These charges are your responsibility and will be billed by the delivery company. We have no control over these charges and are unable to estimate them. Tariffs and taxes are neither collected nor included in your price calculation at the time of your order; for an estimate of these fees, which vary by region, contact the customs office in your area. It is your responsibility to ensure that the product can be lawfully imported to the destination country. You as the recipient must bear any additional charges for customs clearance; we have no control over such charges and cannot predict what they may be.
5. Acceptance of goods
5.1. You must inspect goods delivered immediately upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us immediately after delivery of the goods.
6.1. We warrant that upon delivery and for a period of twenty-four months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.
6.2. Specifications of our guarantee for watches: This warranty covers manufacturing defects on the watch itself (movement and case). Other parts than the above are not covered by this warranty. Please note that especially the vegetable leather used for our watch straps is excluded from warranty claims, as it lies in its nature that it will change colors and/or bleach over time. Please note that the warranty for our watches does not apply to:
- Failure or damage caused by inattention, carelessness or improper use (for example crushing, knocking, denting, scratching, bouncing, falling).
- Failure or damage caused by unjustifiable repair or modification of a third party without the prior written permission of Mermaid Stories.
- Failure or damage cause by fire or water, or natural forces/disasters such as earthquakes.
- Aesthetic changes that occur during normal wear and tear and aging. This for example includes the alteration of the color of the strap, scratches on the case or peeling of the plating on the case.
- Battery replacement, also during the warranty term. If the battery is defective from the start before use though, the warranty will cover this.
- Failure or damage caused by improper storage, installment or maintenance which are controversial to our instructions or to common practice.
- Failure or damage caused by a third party or other causes that we are not responsible for.
The case, dial, hands, strap or other parts thereof may be replaced with substitutes if the originals are not available.
6.3. With respect to goods under warranty our liability is limited, at our election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, immediately after you discovered the lack of conformity or ought to have discovered it. If a failure or damage is not reported in written to us immediately after you have observed or discovered it, you cannot place a warranty claim for these failures or damages at a later point of time.
6.4. After we have received a warranty claim from you, we will examine your warranty claim and let you know if the failures or damages described by you are covered by our warranty. If that is the case, we will ask you to send the defect parts or products to us. You will cover the costs and bear the risks for the transport of the parts/good to us. If the failure or damage is covered by our warranty, we will pay for the costs and bear the risks for sending the replacement goods or parts, or repaired goods and parts, to you.
6.5. We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, we make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
7. Intellectual Property Rights Infringement
7.1. We (and, if applicable, our licensors) own all existing and future intellectual property rights (including but not limited to patents, designs, trademarks and copyrights) in the products and the documentation.
7.2. If any goods delivered by us are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, we will, at our option and expense, (i) procure for you the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
8. Limitation of Liability
8.1. Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
8.2. We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.
9. Force Majeure
9.1. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
10.1. You consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
11.1. You may not use or enable others to use our company’s trade secrets or other information of any kind that are not publicly shared by us.
11.2. You may not in an improper way acquire or try to acquire knowledge of (or make use of) our confidential information described in 11.1. It is your duty to treat or store any confidential information in a responsible way to avoid unintended or accidental notice/reach by third parties.
11.3. Your obligations described in 11.1. and 11.2. are applicable during the time of our collaboration/commerce/business relationship and also continue after the termination of this collaboration/commerce/business relationship, regardless of the reason for this termination.
12.1. The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between us.
12.2. No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
12.3. Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
12.4. These GTCS and all contracts of sale entered into between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.
Last updated: April 25th, 2017
Mermaid Stories ApS, Denmark
CVR/VAT no.: DK 37541249