General Terms and Conditions of Sale
1. Scope of applicability
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by Triple Trading ApS, Comp. reg. no. 40080945 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 Triple Trading ApS unless and until we expressly confirm our acceptance in writing.
1.2 We reserve the right to change these GTCS at any time. We will give you thirty calendar days’ notice of any changes by posting the new terms and conditions on our website, and/or supply the revised terms in all new order confirmations.
2. Offers, Purchase Orders, and Order Confirmations
2.1 All offers made by Triple Trading ApS are open for acceptance within fourteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered. All offers are confidential.
2.2 For personalized products the ordered quantity of your product may have a tolerance in production +/- 10% of the ordered quantity.
2.3 Upon production of personalized printed products, your approval of the artwork is required. Tolerance and limitations for each print will be listed on the artwork for approval. Triple Trading ApS cannot be held liable for an incorrect artwork which has been approved by the customer.
2.4 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 Triple Trading ApS unless and until confirmed by Triple Trading ApS in writing (e-mail confirmation shall suffice).
2.5 For all private label orders, an order confirmation for the total quantity, to which the customer commits to, is made.
2.6 After ordering private label products you must always inspect the order confirmation via mail for the ordered product. If you have any objections you are obliged to notice us immediately.
2.7 All private labelled goods and/or specific agreed quantity of non-labelled goods will be stored at Triple Trading ApS’ warehouse for a period of maximum 12 months (unless expressly stated otherwise). Storage costs are included in the Triple Trading offer. Upon the customers request Triple Trading ApS will arrange for delivery of the goods to the customer according to the customers specific delivery instructions. Triple Trading will issue the corresponding invoice(s). Applicable 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 will be added (and thus paid by customer) according to the tariffs applicable at the invoicing date.
2.8 Triple Trading ApS may request payment and issue the corresponding invoice for goods stored at the warehouse for more than 6 months regardless of whether the customer has requested delivery. After the maximum 12 months storage period Triple Trading ApS is entitled to send the remaining goods if the customer failed to request delivery of the goods in the agreed period. Any goods not already invoiced will be invoiced before shipment. The stored stock is measured by first in first out (FIFO) principle. Also, Triple Trading ApS does not guarantee any product durability beyond 12 months.
2.9 All price offers are only valid upon payment on time. For invoices paid past due Triple Trading ApS reserves the right to charge extra for the purchased goods according to the Triple Trading list price existing at the due date.
2.10 Upon termination of a customer for whatever reason Triple Trading ApS will invoice all remaining stock of private labelled goods not all ready invoiced.
3. Prices and terms of payment
3.1 The prices for goods shall be those set forth in our order confirmation, or as stated in the online store. The currency is Danish Kroner (DKK) unless otherwise stated. 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.
3.2 All prices in our price list are subject to a yearly inflation adjustment between 1,5 - 3% upon every January 1st.
3.3 Triple Trading ApS reserves the right to adjust confirmed prices on goods if exchange rates, production costs, shipment costs or similar parts of the cost structure individually or in total changes with more than 10% between the order confirmation date and the delivery date provided that the changes could not reasonably have been expected by Triple Trading when the order was confirmed. If the conditions in this clause are fulfilled Triple Trading can increase the price with an amount corresponding to the full provable cost increase.
3.4 Unless expressly stated otherwise in our order confirmation, payment for goods shall be made net 8 days from invoice date, without offset or deduction.
3.5 You must submit such financial information from time to time as may be reasonably requested by Triple Trading ApS 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.
3.6 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 2% 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.
3.7 Failure of payment of private labelled goods and/or specific agreed quantity of non - labelled goods, will result in all remaining stock of the customers private labelled goods and/or agreed quantity of non -labelled goods to be sent to the customer and invoiced (if not already invoiced) Further, we may charge you interest from the due date to the date of payment at the rate of 2% 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.
3.8 Title to goods delivered shall remain vested in Triple Trading ApS 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.
3.9 Triple Trading ApS encourages its Danish customers to register for Supplier Service (PBS Leverandørservice) to secure correct and timely payment.
4. Terms of Delivery and Late Delivery
4.1 Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be delivered in accordance with Incoterms 2021. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term. If no specific term is agreed Incoterm shall apply.
4.2 The delivery dates of goods shall be those set forth in our order confirmation. If we fail to deliver goods within thirty 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 to order@tripletrading.dk of termination to Triple Trading ApS within thirty calendar days of the expiration of the grace period.
4.3 We reserve the right to make delivery in instalments.
5. Acceptance of Goods
5.1 You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written directly notice of rejection specifying the reasons for rejection is received by the carrier immediately and Triple Trading ApS at logistics@tripletrading.dk within two calendar days after the good are delivered.
5.2 Opened in part or fully and/or used goods cannot be returned to Triple Trading ApS for any reason.
6. Warranty
6.1 We warrant that upon delivery and for a period of six 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 Triple Trading ApS.
6.2 With respect to goods which do not conform to the 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 at the request of and Triple Trading must be returned to Triple Trading ApS, along with acceptable evidence of purchase, within five calendar days after you discovered the lack of conformity or ought to have discovered it. Reasonable costs related to the return of goods will be covered by Triple Trading ApS.
6.3 With the expectations in clause
6.1 and 6.2 Triple Trading ApS makes 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 If any goods delivered hereunder 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.
7.2 If any goods delivered are held to infringe a third party’s rights, and if the infringement is caused by design etc. ordered or performed by you or any party acting on your behalf, Triple Trading ApS takes no responsibility, and you are obliged to hold Triple Trading ApS harmless, for all and any direct and indirect costs related to the 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.
8.2 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.
8.3 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 and any liability linked hereto if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lockouts or other serious labour disputes, currency and trade restriction, embargo, sanction, riots, plague, epidemic, pandemics, earthquakes, floods, explosions or other acts of nature, destruction of equipment, prolonged break-down of transport, telecommunication, information system or energy. The obligations and rights of the party so excused shall be extended on a day-today 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. Hard Ship
10.1 If Triple Trading proves that the continued performance of its contractual duties has become excessively onerous due to an event beyond Triple Trading ApS’ reasonable control which Triple Trading ApS could not reasonably have been expected to have taken into account at the time of the order confirmation and provided that Triple Trading ApS could not reasonably have avoided or overcome the event or its consequences, the parties are bound, within a reasonable time of the invocation of this clause, to negotiate alternative contractual terms which reasonably allow to overcome the consequences of the event. If the parties have been unable to agree alternative contractual terms, Triple Trading ApS is entitled to terminate the orders influenced by this hard ship clause. Triple Trading ApS cannot request adaptation by the judge or arbitrator without the agreement of the customer. This clause 10.1 is only applicable to the extent that Triple Trading is not allowed to increase the price according to other provisions in these CTCS.
11. Laws
11.1 These GTCS including all and any other terms entered between the parties are governed and construed by and shall be interpreted in accordance with the laws of Denmark, disregarding the Danish choice of law rules.
11.2 Any dispute or claim between the parties which cannot be settled amicably is to be brought before the Copenhagen City Court as venue in first instance.
12. Validity
12.1 These GTCS are valid and applicable as from 1st January 2022.