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Terms and conditions

For the company DP DANMARK ApS, CVR-number 39424363,
Located Mosevej 9, 4700 Næstved, Denmark
Tel . +45 55 72 20 10
E-mail dp@dpdanmark.dk

1. Introduction
1.1 For trading with DP DANMARK ApS with CVR-number 39424363, applies the following general terms and conditions of all contracts, offers, sales and deliveries unless if a written agreement has been made between the Buyer and DP DANMARK ApS.

1.2 Where DP DANMARK ApS’s general terms and conditions are not adequate for contracts, promotions, sales and deliveries of graphic products, including but not exclusively printed matter, products with an individual print and specially manufactured goods, will the standards of the graphic industry’s terms and conditions be applied.

1.3 In the event of disagreement between Buyer’s terms of trading, will DP DANMARK ApS’s general terms and conditions supersede (be applied instead of) Buyer’s terms of trading.

1.4 DP DANMARK ApS’s terms and conditions, together with DP DANMARK ApS’s offers and order confirmations and invitation to treat made by the Buyer on www.dpdanmark.dk, constitutes the entire contractual basis for DP DANMARK ApS sale and delivery of products and related services to the Buyer (“Agreement”). Buyer’s purchase conditions printed on the orders or otherwise communicated to DP DANMARK ApS is not a part of the Agreement.

1.5 Amendments and supplements to the Agreement, are only applicable if the parties have made a written agreement about it.

1.6 DP DANMARK ApS reserves the right to use customer made ??products as a reference, for instance to be shown at trade fairs, exhibitions and catalogs. DP DANMARK ApS shall receive written notice when ordering, if this is not to be accepted.

2. Offers, orders and order confirmations
2.1 Offers made by DP DANMARK ApS is based on the at that time prevailing/applicable wages, payments and material costs, and are only binding when an order confirmation from DP DANMARK ApS has been received, or by the execution of the order if an order confirmation is not send.

2.2 Buyers purchase terms (if any) are without effect and legal effect, even though DP DANMARK ApS has not explicitly rejected them.

2.3 The Buyer must send orders for products or related services in a written form to the DP DANMARK ApS. An order has to contain the following information for each ordered product or related service: (1) Order Number, (2) Article Number, (3) Product Description, (4) Quantity, (5) Price, (6) Terms of Payment, (7) Delivery Date, (8) Delivery Address, (9) Delivery Terms.

2.4 DP DANMARK ApS aims to send written order confirmations or refusals of orders for products or related services to the Buyer within 3 working days after the receipt of the order. Affirmations and refusals of orders must be written to bind DP DANMARK ApS.

2.5 When purchasing through the web shop at www.dpdanmark.com, Buyer may disregard section

2.3, and Buyer will automatically receive an order confirmation from DP DANMARK ApS after placing the order.

2.6 The Buyer cannot change or modify an order of products or related services without DP DANMARK ApS’s written consent.

2.7 If DP DANMARK ApS’s order confirmation for products or related services is not consistent with Buyer’s order or Agreement, and the Buyer does not want to accept the inconsistent conditions, then the Buyer has to contract DP DANMARK ApS in written form within 3 working days after receipt of the order confirmation. Otherwise, the Buyer will be bound by the order confirmation.

2.8 Repromaterial, drawings, cylinder, photos, films and etc., which has been developed or produced in relation with an order, will be stored at Buyer’s expense and risk, but no longer than a maximum of 5 years after the last production date.

3. Prices and price regulation
3.1 If nothing else is stated, then all prices, including prices specified on DP DANMARK ApS’s website dpdanmark.dk, is exclusive of VAT and related taxes.

3.2 The price stated on the order confirmation by DP DANMARK ApS is binding unless the price is obviously incorrect.

3.3 DP DANMARK ApS reserves the right to regulate prices without notice.

3.4 DP DANMARK ApS reserves the right to make adjustments due to changes in wages, salaries, price increases of domestic and foreign materials and machinery, changes in currencies, changes in tariffs and quotas or taxes of any kind.

4. Terms of Payment
4.1 Payment is made by bank transfer, unless otherwise has been explicitly agreed with DP DANMARK ApS in a written form. If Buyers business address is based in Denmark, the deadline for timely payment is invoice date + 10 days. For buyers with business address outside Denmark, the deadline for timely payment is invoice date + 14 days.

4.2 In the event of late payment by the Buyer, DP DANMARK ApS has the right to claim late payment interest of 1.5% pr. month from the due date until payment is made, and collection fee for the forwarding of reminders and any collection costs, in the case of debt collection.

4.3 If Buyer fails to pay an overdue invoice for products or related services within 14 days after receiving the written notice, then DP DANMARK ApS has in addition to interest in accordance with

4.2, the right to (1) cancel the sale of the products and/or related services, which relates to the delayed payment, (2) cancel the sale of products and/or related services, which have not yet been delivered to the Buyer, or require prepayment for these, and/or (3) claim other remedies for breach.

4.4 The delivery will remain DP DANMARK ApS’s property until the entire purchase price including any interest has been paid (Retention of Title).

4.5 Buying on credit, beyond the credit mentioned in 4.1, can be made if it has been agreed upon in writing, and in that case will section 5 (below) be applied.

4.6 A prerequisite for the credit agreement in sections 4.1 and 5.1 is, that the Buyer informs the company name and corporate form, CVR-no., address, postcode, city, phone number and bank. For personally driven companies, the Buyer also has to inform the holder’s full name and the latest private home address.

5. Buying on credit
5.1 DP DANMARK ApS can provide Buyer with a credit payment solution, if there is an explicitly written agreement about it between the parties.

5.2 If the purchaser is granted a credit payment solution, then must any change of address be reported by writing it to the DP DANMARK ApS.

5.3 Other terms of the credit agreement has to be stated in the trading agreement contract between the Buyer and DP DANMARK ApS.

5.4 The delivery will remain DP DANMARK ApS’s property until the entire purchase price including any interest has been paid (Retention of Title).

6. Delivery
6.1 We usually have delivery from day to day in Denmark.

6.2 Deliveries within Denmark costs 99.00 DKK regardless of the order size, and deliveries outside Denmark are sent Ex Works unless an explicit written agreement states otherwise.

6.3 Delivery happens to the Buyer’s address of business, as informed to the DP DANMARK ApS or to, a by the Buyer, specified address, if this has been agreed in writing.

6.4 DP DANMARK ApS reserves the right for quantity tolerance of +/- 10%, for production orders and orders for custom-made items.

6.5 DP DANMARK ApS reserves the right to a reasonable tolerances in terms of dimensions, width and length, +/- 10 mm, thickness and volume +/- 10%. However, the tolerance is +/- 25% for the quantity for production orders where the number of products in its kind is less than 25,000. Foil orders +/- 10%. Orders less than 500 kg. also have a tolerance of +/- 25% of the quantity. The right is reserved for some variation in color shades for all orders.

6.6 DP DANMARK ApS has the right to deliver before the agreed delivery date, unless otherwise has been agreed in writing.

6.7 DP DANMARK ApS reserves the right for the products listed on dpdanmark.dk, which may be discontinued, printing and typographical errors, price changes, inventory and stock errors and misplaced images.

6.8 If an ordered product proves to be sold out or has been discontinued, the rest of the order will be completed without this product, that is if the order contains orders for products that are not sold out or not discontinued.

7. Delivery Time
7.1 Orders placed before 14:00 will usually be delivered within 2 working days, unless otherwise has been agreed in writing (For delivery in Denmark).

7.2 If there is an order confirmation from DP DANMARK ApS, the delivery date specified in the order confirmation, should be the date of delivery.

7.3 If DP DANMARK ApS timely delivery is prevented by circumstances as described in section 9 (force majeure), will the time for timely delivery be postponed with a period equal to the duration of the prevented circumstance. However, both parties should have the right to cancel the agreement if the preventing circumstance has lasted more than 30 days. The cancellation has to be agreed in writing and without liabilities.

7.4 If DP DANMARK ApS timely delivery is prevented by circumstances caused by the Buyer, the time for timely delivery be postponed with a period equal to the duration of the prevented circumstance.

7.5 If DP DANMARK ApS fails to deliver products or related services within 30 days of the agreed delivery for reasons that Buyer cannot be held liable for, and delivery is not made within a reasonable limited period of at least 30 days, the Buyer may cancel the order(s) which is affected by the delay without notice, by writing to DP DANMARK ApS. Buyer do not have other rights in the event of delayed delivery.

7.6 If DP DANMARK ApS fails to deliver specially manufactured products within 90 days of the agreed delivery for reasons that Buyer cannot be held liable for, and delivery is not made within a reasonable limited period of at least 90 days, the Buyer may cancel the order(s) which is affected by the delay without notice, by writing to DP DANMARK ApS. Buyer do not have other rights in the event of delayed delivery.

8. Defects and complaints
8.1 On delivery, the Buyer is obligated to immediately check the delivery and shall without undue delay after receipt complain in writing to DP DANMARK ApS in case of errors or deficiencies, with proper image documentation and description of the problem or deficiency that is found and state which remedy for defective performance, that the Buyer believes to be entitled to.

8.2 If the Buyer in regards to visible defects or deficiencies, which has been, or should have been discovered at the time of delivery, fails to report and complaint as described in section 8.1, the right of or to remedy for defective performance, will be forfeited and lost.

8.3 If there is found to be defects by the delivered goods or products, then DP DANMARK ApS is entitled and obligated to, by their own choice, to make replacement, or if it is possible to repair or remediate the defect.

8.4 Any request or agreement concerning complaints can only bind DP DANMARK ApS if these were made with the company director Lars Galvit and only by sending an e-mail to the e-mail address lg@dpdanmark.dk with the in section 8.1 mentioned information.

8.5 In case of visible defects on the delivered goods which have emerged during the transportation, the Buyer is obliged to notify the carrier and also ensure that the driver notes and acknowledges on the consignment note which damages or deficiencies that has been found.

8.6 Any claim beyond what follows from section 8.3, e.g. requirements of avoidance of the contract, price reduction, compensation for both direct and indirect losses, is irrelevant for DP DANMARK ApS unless the Buyer proves that DP DANMARK ApS has acted with gross negligence.

9. Product Liability
9.1 DP DANMARK ApS is solely responsible for personal injury and damage to the extent that it is specified by mandatory law, including Products Liability Act, Act No. 371 of 7 June 1989, with any changes according to EC Directive (ADIR 1985.374).

9.2 To the extent that DP DANMARK ApS may be found to have a product liability towards a third party, Buyer has to indemnify and hold DP DANMARK ApS harmless to the same extent as DP DANMARK ApS’s liability is limited as mentioned in section 12.

10. Force Majeure
10.1 The parties obligations in accordance to these terms and conditions and in accordance to any agreement made, are only subject to the extent that the fulfillment of the contractual obligations are not prevented, or is made unreasonably difficult or costly to fulfilll, as a result of circumstances beyond the control of the parties, and which the parties could not have predicted prior to the agreement, including, but not exhaustive: mobilization, war, embargo, blockade, riot, vandalism, terrorism, floods, energy crisis, fire, mechanical damage, epidemics, pandemics, government intervention, including import and export ban or restrictions, the creation of depositing arrangements or deposit schemes, conflicts, labor disputes, including conflicts at DP DANMARK ApS.

10.2 The requirement in section 10.1 shall also apply in cases of delayed, incomplete or missing deliveries by subcontractors or sub suppliers, which is caused by circumstances mentioned in that section.

10.3 If either party wants to invoke force majeure, the party whom it concerns must without undue delay notify in writing the other party.

11. Return Policy
11.1 DP DANMARK ApS do only accept returned products and goods if a written agreement has been made about the arrangement, and if a copy of the invoice is enclosed, and only if the delivered goods are returned unused and undamaged and in its original packaging at latest 30 days after delivery. Seasonal products cannot be returned, including but not exhaustively Christmas boxes and Christmas wrapping paper.

11.2 Goods or products which has been ordered or manufactured specially, cannot be returned.

11.3 The return is made at the Buyer’s expense and risk.

11.4 Buyer will be credited the full amount excluding shipping costs and handling fees, and with a deduction of 15% in crediting charge.

12. Disclaimer and Limitation of Liability
12.1 DP DANMARK ApS’s liability for defects and product liability is limited to the in section 8 and 9 mentioned.

12.2 DP DANMARK ApS’s liability to the Buyer can never exceed an amount specified on the invoice for the sold goods. This limitation of liability does not apply if DP DANMARK ApS has acted with intent or with gross negligence.

12.3 Regardless of any opposing terms in the Agreement, do DP DANMARK ApS disclaim all liability for any indirect losses, including operational, time and loss in profit and also loss or decrease in goodwill.

12.4 DP DANMARK ApS and the Buyer are mutually obliged to inform each other in written, the claims raised by third parties against either party, on delivery including terms covered hereby.

13. Confidentiality
13.1 The Buyer must not convey or pass on, use, or enable others to use, DP DANMARK ApS’s trade secrets or other information regardless of its kind, that are not available to the public.

13.2 The Buyer may not by improper manner gain or attempt to gain knowledge or possession of DP DANMARK ApS’s trade secrets or confidential information as described in section 12.1. Buyer should treat and store the data securely to prevent them from coming to others’ knowledge.

13.3 Buyer’s obligations mentioned in section 12.1 to 12.2, are subject to the parties’ trade and indefinitely after the termination of business or corporation, regardless of the reason for the termination.

14. Intellectual Property Rights
14.1 The full ownership of all intellectual property relating to products, product samples and related services, including patents, designs, trademarks and copyrights, are the property of DP DANMARK ApS.

14.2 The in section 14.1 mentioned conditions applies to all products, samples and related services, including patents, designs, trademarks and copyrights, which is shown on DP DANMARK ApS’s website: dpdanmark.com

14.3 If the delivered products infringe a third party’s intellectual property rights, then DP DANMARK ApS has to, at their own expense either (1) ensure the Buyer the right to continue using the infringing products, (2) modify the infringing products, so that they no longer are infringing, (3) replace the infringing products with some that does not infringe, or (4) repurchase the infringing products to the original net purchase price deducted with 15% per year since they were delivered. Buyer do not have not have other rights in regards to products or related services infringement of a third party’s intellectual property rights.

15.Written agreements that deviate from these Terms and Conditions
15.1 Written agreements or agreements that deviates from these Terms and Conditions, and which the Buyer wishes to make agreement with DP DANMARK ApS about, must be made directly the company’s director Lars Galvit on his e-mail address: lg@dpdanmark.dk, in order to be valid.

16. The right to show products with logo print

16.1 At DP Danmark we feel honored and proud about every customer that chooses us as their supplier, we therefore reserve the right to show selected customers products with logo print and use selected customers as reference. If this is not desired, the only thing needed, is to give us a notice in writing. If we are made aware of this after sales material has been published, we will make sure that it will be remove for the future in later produced promotional material. DP Danmark will be able to relatively fast remove the showed logo items or references. By accepting our terms and conditions you give consent to the above mentioned.

17. Governing Law and Jurisdiction
17.1 Any dispute, controversy or claim arising under, out of or relating to this contract, Terms and Conditions, and any subsequent amendments of or in relation to this contract, including, but not limited to, its formation, validity, binding effect, interpretation, performance, breach or termination, as well as non-contractual claims, shall be decided in according to the Danish Law. However, the rules of the International Sale of Goods, “Convention on Contracts for the International Sales of Goods” does not apply unless this has been specifically agreed with international customers from outside Scandinavia.

17.2 The Copenhagen City Court, (Københavns Byret), shall serve as jurisdiction for any dispute which may arise in, under, out of or relating to trade or business between the Parties.