These General Terms and Conditions of Sale and Delivery (“Terms”) apply to all agreements regarding sale and delivery of goods by MyDefence A/S, CVR-nr. 35530843, (“MyDefence” or “we”) to MyDefence’s customers (“Customer”) unless otherwise specifically agreed in writing and it can be determined with certainty that a departure from the Terms has been the intention of MyDefence. As a consequence no conflicting, contrary or additional terms and conditions set out in any purchase order or other communication from the Customer shall be deemed accepted by MyDefence unless and until we expressly confirm our acceptance in writing.
The Customer accepts the Terms by submitting an order to or accepting an offer from MyDefence regardless if it is done by email, phone or otherwise.
MyDefence is not subject to any purchase terms or specific requirements to the Deliverables made by the Customer e.g. in the Customer’s sourcing conditions or in the ordering process, unless MyDefence has agreed to such terms or specific requirements expressly and in writing.
Information provided by MyDefence in brochures, price lists, advertisements, preceding quotations, on the internet or orally is irrelevant to the evaluation of the sold goods and solely the content of individual offers and/or order confirmations shall thus be considered as the contractual basis for the sale and delivery of goods.
MyDefence reserves the right to change these Terms at any time and the Customer is encouraged to familiarise themselves with the current Terms each time an agreement with MyDefence is concluded. We will give thirty calendar days’ notice of any changes by posting a notice on our website.
Offers made by MyDefence are non-binding unless otherwise specifically stated in the offer, however, prices on offers made by MyDefence will be binding in the offer’s validity period as set out below. A purchase order is not binding on MyDefence until a written order confirmation has been issued by MyDefence.
All offers made by MyDefence are valid for acceptance within 30 calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered
All purchase orders issued by the Customer shall specify as a minimum; the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates with reference to quotation provided and invoicing details. No purchase order shall be binding on MyDefence unless and until confirmed by MyDefence in writing.
The prices for goods shall be those set forth in the order confirmation.
Payment shall be made in accordance to the invoice presented by MyDefence.
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.
Shipping costs is not included unless stated separately on an offer and the order confirmation.
Unless expressly stated otherwise in the order confirmation, payment for goods shall be made within 15 days of the invoice date without offset or deduction.
All orders below €20.000 are invoiced 100% on order confirmation. Orders above €20.000 are invoiced 50% on order confirmation and 50% upon dispatch of the relevant goods.
We may in our sole discretion at any time change agreed payment terms without notice by requiring advance payment in cash or cash on delivery as well as security of payment in the form of a bank guarantee, letter of credit or otherwise.
Should the Customer fail to pay any invoice, MyDefence may suspend delivery of any order or any remaining balance thereof until full payment is made.
Title to goods delivered shall remain the property of MyDefence and shall not pass to the Customer until the goods have been paid for in full. If the Customer fails to pay any invoice MyDefence may reclaim the goods covered by the invoice. The Customer must insure all goods delivered to their full replacement value until such time when title to the goods has passed to the Customer.
Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be shipped Ex-Works in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to customer in accordance with the agreed shipping terms.
The shipping dates of goods shall be those set forth in the relevant order confirmation. If MyDefence fails to meet the shipping schedule set forth in the order confirmation Mydefence is allowed within 7 (seven) calendar days to remedy the default without liability. MyDefence may choose to expedite the delivery by the fastest available commercial carrier or reschedule the delivery in whole or in part.
MyDefence reserves the right to perform partial deliveries.
The Customer shall inspect the delivered goods upon receipt. The Customer is deemed to have accepted the delivered goods unless written notice of rejection specifying the reasons for rejection is received by MyDefence within 7 (seven) calendar days from the Customer’s receipt of the goods.
If a defect or deficiency that the Customer discovers or should have discovered is not notified to MyDefence in writing within 7 (seven) calendar days of the time when it is – or should have been – discovered, it cannot be claimed later.
MyDefence warrants all products up to 12 months after delivery. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident, normal tear and wear or abuse.
Notwithstanding any other provisions of these Terms and an approved purchase order, contract or other agreement, MyDefence’s total aggregate liability arising out of delivery of goods shall not exceed 20% of the purchase price paid by the Customer for the goods (VAT, taxes and/or other duties excluded) which forms the basis of MyDefence’s liability. MyDefence shall not be liable for any claims based on 1) our compliance with designs, specifications, or instructions provided by the Customer, 2) repairs, modification or alteration of any goods made by parties other than MyDefence, or 3) use of the goods in combination with other goods.
MyDefence shall in no event be liable for the Customer’s indirect losses and damages of any kind, including any damages, liquidated damages, agreed penalties or contract penalties of any kind that the Customer may incur towards a third party or the Customer’s loss of profit, loss of revenue, loss of opportunity, loss of use, or any other special, incidental or consequential loss or damages or any indirect losses in connection with or arising out of these Terms and an approved purchase order or contract.
MyDefence shall only be liable for personal injury if it is proven that such damages are due to errors or negligence committed by MyDefence or others for which MyDefence is responsible.
MyDefence is not liable for damage to property or movables.
Under no circumstances will MyDefence be liable for the Customer’s indirect damages or losses of any kind, including any damages, liquidated damages, agreed penalties or contract penalties of any kind that the Customer may incur towards a third party or the Customer’s operating loss, loss of time, lost delivery or any other indirect or consequential loss.
To the extent product liability towards third parties is imposed on MyDefence, the Customer is obliged to indemnify MyDefence, to the same extent that MyDefence’s liability is limited in accordance with the above.
WEEE and Recycling Statement: The responsibility for product recycling and disposal is transferred to the customer. To support recycling, MyDefence will provide a document for removal of the battery in the relevant products.
MyDefence shall not be liable for any failure of or delay in the performance of it’s obligations for the period that such failure or delay is: beyond the reasonable control of MyDefence; materially affects the performance of any of MyDefence’s obligations; and could not reasonably have been foreseen or provided against by MyDefence (a “Force Majeure Event”) such as but not limited to war, civil disturbances, pandemic, natural disasters and similar events which can neither be controlled nor be avoided or anticipated, strike, lockout, business disruptions, late delivery caused by sub-suppliers, substantial shortage of raw material, confiscation, exchange controls or intervention of the authorities or breakdown of machinery.
If conform or timely delivery is temporarily impeded by a Force Majeure Event, the delivery is postponed for a period corresponding to the duration of the obstruction, with the addition of a reasonable period of time to normalise conditions. Delivery within the deferred delivery time is considered timely in every respect.
In the event of any dispute or claim arising out of, or in relation to any provision of an order, a contract or these Terms, the breach or invalidity thereof, the Parties shall try to settle the problem amicably between themselves. Should they fail to agree, any such dispute or claim shall be settled under Danish law, excluding any rules leading to the application of the law of another jurisdiction, and by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal will have its seat in Aalborg, Denmark. The language of the arbitration proceedings will be English.