ID^® Sales and delivery terms

1. Introduction

1.1 The following terms of sale and delivery apply to all agreements entered into between ID^® Identity cvr.nr 16278874 and the Customer/Buyer (hereinafter referred to as Buyer), regardless of any conflicting or additional terms and conditions in the Customer's purchase order, general purchase conditions or other communication from the Customer. No such conflicting or additional terms and conditions shall be considered accepted by ID^® Identity unless expressly confirmed in writing by ID^® Identity. 

1.2 These terms of sale and delivery are therefore an integral part of any order placed by the Buyer.

1.3 As part of the trade agreement between the parties, ID^® Identity sends, via e-mail, all relevant information relating to the product collections, product assortments, brands, price lists, etc. for the marketing and sale of the goods and services covered by the Buyer.

1.4 ID^® Identity provides as far as possible relevant information on new product collections/catalogues, product assortments, brands, price lists and similar information for renewal of Buyer's marketing and to support the Buyer's role as a retailer.

1.5 The Parties shall inform each other to the fullest extent possible on market conditions and commercial matters which are considered to have an impact on cooperation.

2. Newsletter

As a part our business, ID^® Identity undertakes to send the distributor all relevant information concerning ID^® Identity’s product collections, product ranges, brands, price lists and other materials that are necessary for the distributor to market and sell the goods and ser-vices covered by the agreement. Such information will be sent to the distributor via email.

ID^® Identity also undertakes to regularly send relevant information concerning new product collections/catalogues, product ranges, brands, price lists and similar information which is necessary for the distributor to renew their marketing efforts and for the sale of the products and services covered by the agreement, and to support the distributor in their role as such.

It is thus a prerequisite for our business that the parties shall loyally keep each other in-formed as regards to marketing and commercial matters that the parties deem to be relevant to the collaboration.

3. Offer, order and acceptance

3.1 Written offer made by ID^® Identity is valid for 30 days from the date of the offer, unless otherwise stated in the offer. After the expiry of this deadline, ID^® Identity's offer automatically lapses.

3.2 ID^® Identity reserves the right to change any delivery time and date provided that the Buyer does not confirm the offer on the same day.

3.3 ID^® Identity's offer shall also be submitted subject to sold out goods, intermediate sales or sale to other sides, as well as changed delivery conditions from ID^® Identity's business partners. If there has been a change in the terms of delivery or the product offered has been sold out or sold to other sides prior to acceptance by the Buyer in accordance with Section 3.1, ID^® Identity's offer shall automatically lapse. Offers made on the basis of incorrect information, including sketches etc. received from the Buyer, are not binding on ID^® Identity.

3.4 An order is binding on ID^® Identity only after ID^® Identity has submitted a written order confirmation. This applies regardless of whether the Buyer has placed the order orally, in writing or electronically.

3.5 The Buyer shall be required to immediately file a complaint upon receipt of ID^® Identity's order confirmation if the Buyer considers that the terms specified in the order confirmation do not comply with the order. Otherwise, the agreement shall be deemed to be concluded under the conditions set out in the order confirmation

4. Prices

4.1 All prices are indicated in the agreed currency excluding VAT and taxes and appears on the sent order confirmation.

4.2. Information and prices presented by ID^® Identity in brochures, catalogues, price lists, advertisements on the Internet or orally are only indicative, which is why the Buyer may invoke solely on the content of individual offers and/or order confirmations as the basis for the Delivery.

4.3 ID^® Identity reserves the right to change the price indicated in the order confirmation if changes occur in exchange rates, transport costs, customs rates and charges. This also applies to ongoing deliveries with regard to the part of the delivery which has not yet been delivered at the time of any adjustment. 

5. Payment terms

5.1 Unless otherwise agreed in writing, payment shall be made against an invoice with the agreed payment period from the date of invoice. ID^® Identity is entitled to invoice the Buyer for all deliveries made or reported ready for delivery by ID^® Identity from the agreed time of delivery. If the Buyer does not pay before the last timely payment date, ID^® Identity is entitled to calculate default interest of 1.5% per month started and reminder fee etc. in accordance with prevailing legislation.

5.2 The Buyer's delay in payment of the purchase price entitles ID^® Identity , at its own discretion, to cancel or maintain the agreement with the Buyer and demand compensation for any loss.

5.3 The Buyer is not entitled to make counterclaims that ID^® Identity has not acknowledged in writing.

6. Delivery

6.1 Delivery is done Ex Works (Incoterms® 2020) unless otherwise expressly agreed in writing. The risk thus passes to the Customer when the Delivery is made available to the Customer at ID^® Identity's address Lagårdvej 138, 7500 Holstebro.

6.2 If the Customer fails to collect the Delivery at the agreed time, ID^® Identity is entitled to store the Delivery at the Buyer's expense and risk. At the Buyer's request, ID^® Identity must insure the Delivery at Buyer's expense or, upon request, carry out resale at the Buyer's expense. The Buyer is also required to pay any of the delivery conditional payment as if delivery of the Delivery had taken place.

6.3 ID^® Identity's delivery includes only the products specified in the order confirmation. Production information, illustrations, drawings, and information about the technical data, e.g., measurements, materials, etc., in catalogues, brochures, or advertising materials shall only be consultative.

6.4 Delivery of +/- 5% of the quantity agreed in the order confirmation is considered legitimate and there will be no correction in the purchase price in either an upward or downward direction.

6.5. All intellectual property rights, drawings, sketches, technical specifications, know-how, etc. are the property of ID^® Identity and may not be copied or disclosed to third parties without prior approval from ID^® Identity. The delivered products must also not be manufactured, imitated or transferred to third parties for this purpose.

7 Retention of title

7.1 ID^® Identity reserves the right of ownership over the sold item until the full purchase price, including interest and any fees, has been paid.

8. Duty of inspection and complaints

8.1 The buyer shall immediately on receipt of the Delivery and before the Delivery is put into service to review and examine the Delivery to ensure that the Delivery is not subject to defects and to complain to ID^® Identity in the event that it turns out that the Delivery is defective, or there are discrepancies in relation to what was agreed. If a Delivery is put into service, this is considered accepted by the Buyer.

8.2 If the Buyer considers that the Delivery is defective, the Buyer shall immediately and within 8 days from the time of delivery make a written complaint to ID^® Identity, indicating exactly the nature and extent of the deficiency.

8.3 The complaint deadline in Section 8.2 also applies if, at the Buyer's request, the delivery is forwarded directly to the Buyer's supplier for printing, embroidery, etc. In these cases, the Buyer is also responsible for inspecting the delivery before putting it into use.

8.4 In case of other defects, including hidden defects, which only appear at a later date, the Buyer must report immediately after the Buyer could or should have discovered the defect and no later than one year after delivery has taken place. 

8.5 If the Buyer does not submit a written complaint before the specified time limit, the Customer loses their right to complain. In the event of a complaint, the Delivery may not be used until ID^® Identity has had the opportunity to investigate the alleged defect.

8.6 If a complaint is filed too late, but ID^® Identity nevertheless engages in substantive negotiations with the Buyer on the occasion of the complaint made, this is in all cases without prejudice, and ID^® Identity is thus not prevented from subsequently claiming that the complaint was made too late.

8.7 After receiving a written complaint from the Customer in accordance with Sections 9.2 and 9.3, ID^® Identity shall, without undue stay, remedy the deficiency as referred to in Section 10.

9. Deficiencies

9.1 To the extent that ID^® Identity finds that there is a deficiency in the Delivery, ID^® Identity is entitled, at its discretion, to re-deliver or carry out a repair of the Delivery. The Buyer cannot assert a claim in connection with the delay that may arise as a result of the redelivery or repair.

9.2 For redeliveries, the delivery takes place on the same terms and conditions as the original Delivery.

9.3 However, ID^® Identity is not required to remedy in cases where the defect is due to the fact that the Delivery has not been used in full accordance with ID^® Identity's regulations, or if the defect is due to incorrect or inappropriate use, lack of maintenance, changes or technical interventions, carried out without ID^® Identity's written consent or normal wear and tear.

9.4 If the Buyer has given such notification, as mentioned in Section 9.2, and it turns out that there is no defect for which ID^® Identity bears responsibility, ID^® Identity is entitled to compensation for the work and costs that the complaint has caused ID^® Identity.

10. Remedy for non-conformance

10.1 In the event of the Buyer's bankruptcy or suspension of payments, or the financial situation otherwise proves to be such that the Buyer is or will be unable to pay ID^® Identity's claim when it falls due, ID^® Identity has the right to withhold all orders until the entire claim is paid.

11. Cancellation/Return

11.1 After ID^® Identity has submitted an order confirmation to the Buyer, the Buyer will not have the right to change or cancel the order.

11.2 ONLINE RETURN
If the Buyer chooses to return, the Buyer is obligated to return the Delivery in its original, unbroken, undamaged and unmarked packaging. The Buyer is also obligated to pay all the associated costs. If ID^® Identity accepts the items upon receipt, the returned items will be credited. Items with an invoice date older than 60 days are not eligible for return. Processed goods: Non-returnable.

11.3 MANUAL RETURN
If the Buyer chooses to return, the Buyer is obligated, by prior written agreement at support@id.dk, to return the Delivery in its original, unbroken, undamaged and unmarked packaging. The Buyer is also obligated to pay all the associated costs. If ID^® Identity accepts the buyer´s request to return the order, the returned items will be credited with a deduction of 10% of the suggested B2B price. Items with an invoice date older than 60 days are not eligible for return. Processed goods: Non-returnable.

12. Product liability

12.1 ID^® IDENTITY is solely responsible under the general rules of Danish law.

12.2 The Buyer must indemnify ID^® Identity to the extent that ID^® Identity is liable to third parties for such damage and/or losses for which ID^® Identity is not liable under the above provisions. Please refer to Section 14 below

13. Extended Producer Responsibility

13.1 Each party bears its own costs related to expenses for the take-back and handling of packaging marketed as part of the product. The Buyer is responsible for the practical handling and take-back.

13.2 Each party bears its own costs related to expenses for the take-back and handling of textiles. The Buyer is responsible for the practical handling and take-back.

13.3 In the case of countries outside Denmark, if ID^® Identity (the seller) is required to contribute to a common collection and handling solution, the Buyer shall exempt ID^® Identity from such an expense.

14. Limitation of liability

14.1 ID^® Identity cannot be held responsible for defects resulting from conditions arising after delivery.

14.2 ID^® Identity shall not be liable for operating losses, time losses, loss of delivery and loss of profit, as well as indirect losses or consequential damages of any kind on the part of the Buyer or third party.

14.3 ID^® Identity cannot be held responsible for any damage or any defect that may be a result of the Buyer's careless, incorrect or inappropriate use or treatment of the Delivery.

14.4 ID^® Identity makes no guarantees unless expressly stated in the agreement reached between ID^® Identity and the Buyer. If ID^® Identity has issued such a guarantee to the Buyer, the guarantee cover does not include any incorrect installation or incorrect use in relation to the instructions for use supplied with the product or ID^® Identity's regulations. A guarantee given by ID^® Identity also expires if the Delivery is changed, serviced or repaired by anyone other than ID^® Identity or a repairer appointed by ID^® Identity .

14.6 ID^® Identity's total liability for any claim arising from the agreement or in connection with the Delivery, and regardless of whether the claim is based on compensation within or outside the contract, indemnification, legislation or otherwise, is limited to an amount corresponding to the total invoice amount excl. VAT, which the Buyer has paid or must pay in relation to the Delivery in question.

15. Force majeure

15.1 ID^® Identity is in all circumstances exempt from liability for non-fulfilment or delayed performance of the agreement, when the delay or non-fulfilment is due to external circumstances which ID^® Identity has had no influence on and at the time of the conclusion of the agreement neither should nor could foresee, including, but not limited to, war, riots, terror, insurrection, strike, lockout, labour shortage, government intervention or intervention by public authorities, fire, natural disasters as well as natural conditions that make it impossible to fulfil the agreement, bad weather conditions, currency restrictions, import or export restrictions, interruption of general traffic, interruption of or failure of the energy and water supply, public data facilities and communication systems, prolonged illness of key employees, virus, cyber terror, hacker attack, or any other cause that ID^® Identity could neither control, avoid nor expect (force majeure).

15.2 If non-deficient or timely delivery is temporarily impeded by force majeure, delivery will be postponed for a period of time corresponding to the duration of the obstruction, with the addition of a reasonable period as appropriate to normalise conditions. In the above cases, ID^® Identity must notify the Buyer of the change or the expected change in the time of delivery without undue delay. Delivery to the delivery time thus deferred is considered timely in every respect.

15.3 Conditions of ID^® Identity's subcontractors and/or partners that result in ID^® Identity not being able to fulfil its obligations to the Buyer and which cannot be overcome without excessive costs to ID^® Identity are also considered force majeure.

15.4 If ID^® Identity wishes to invoke any of the circumstances mentioned, the Buyer must be notified as soon as possible of which event has occurred and when it is expected to cease.

15.5 Regardless of what otherwise follows from these terms of sale and delivery, ID^® Identity as well as the Buyer may terminate the agreement by written notice to the other party, if the fulfilment of the agreement is prevented for more than 6 months by an event, as mentioned in Section 14.1.

16. Governing laws and venue

16.1 Any dispute between the parties arising out of the terms of delivery and sale shall be settled in accordance with Danish law. Danish international private law rules shall not apply.

16.2 Any dispute shall be settled before an ordinary court at ID^® Identity's domicile at any time.

16.3 The Danish version of the terms of sale and delivery is applicable.

Holstebro, january 2024.