TERMS & CONDITIONS

1. COMPANY INFORMATION

Nero Trade ApS
CVR.nr.: 41623799
Maglebjergvej 6
2800 Kongens Lyngby
Denmark

2. GENERAL INFORMATION

2.1 These General Terms and Conditions of Sale (“GTCS”) apply to your purchase of all goods. No such conflicting, contrary, or additional terms and conditions shall be deemed accepted by Nero Trade ApS unless and until we expressly confirm our acceptance in writing.

2.2 We reserve the right to change the GTCS from time to time. Any such changes will take effect when posted on our www.nerotrade.dk, and it is your responsibility to read the GTCS on each occasion you use this website or keep purchase from Nero Trade ApS, shall signify your acceptance to be bound by the latest GTCS. We do not have any contract between us.

3. OFFERS, PURCHASE ORDERS AND ORDER CONFIRMATIONS

3.1 Unless otherwise noted, all offers made by Nero Trade ApS are subject to the availability of the offered items and are open for acceptance within fourteen (14) calendar days of the date of issue. All offers are confidential for both parties.

3.2 For both personalized and generic products, the ordered quantity of your product may vary +/- 10% of the final production quantity. However, as a customer, you waive the right of cancellation for personalized ordered products. This only applies prior to the beginning of production.

3.3 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. Nero Trade ApS cannot be held liable for an incorrect artwork which has been approved by the customer.

3.4 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. Any purchase order must first receive written approval from Nero Trade ApS before it becomes legally binding (e-mail confirmation shall suffice).

3.5 An order confirmation for the whole amount the buyer agrees to be made for every order.

3.6 After ordering both private label and generic products, you must always inspect the order confirmation (sent by Nero Trade ApS) via mail for the ordered product. If you have any objections, you are obliged to notice us immediately (within 2 calendar days). The order confirmation, sent by Nero Trade ApS, will be binding for you as a customer, once you have confirmed by e-mail.

3.7 All private labelled goods and/or specific agreed quantity of non-labelled goods will be stored in Nero Trade ApS’ warehouse for a period of maximum 12 months (unless expressly stated otherwise). After this period Nero Trade ApS is entitled to invoice and send the remaining goods if the customer failed to use the stock in the agreed period. The stored stock is measured by FIFO (First In First Out) principle. Nero Trade ApS makes no promises regarding a product’s durability after 12 months.

3.8 All price offers are only valid upon payment on time. For all past-due payments, Nero Trade ApS has the right to charge list pricing.

3.9 Upon termination of a customer for whatever reason Nero Trade ApS will invoice all remaining stock of private labelled goods.

3.10 If you order one or more items in specific colours, we endeavour to match the exact colour as best as possible. Minor deviations are not considered as a defect, and as a customer, you therefore accept minor deviations. We can therefore not guarantee for the colour. It is your written confirmation of the colour(s), that Nero Trade ApS will use to produce the product.

4. PRICES AND TERMS OF PAYMENT

4.1 The prices for the goods shall be as mentioned in our order confirmation or the online store, whichever is applicable. Taxes, impositions, and other fees, such as sales, use, excise, value-added, and other taxes or fees imposed by any government agency, are not included in any pricing.

4.2 All prices are subject to a yearly adjustment by NPI, but at least of minimum 3% upon every January 1st. Nero Trade ApS also reserves the right to adjust prices on goods that are influenced by exchange rates, at any given time, without any prior notice.

4.3 Unless expressly stated otherwise in our order confirmation, payment for goods shall be made net 8 days from invoice date, without offset or deduction. In case of late payment, GTCS are entitled to additional 3% in interest.

4.4 In order for Nero Trade ApS to establish or maintain payment terms, you must periodically provide such financial information (and notify Nero Trade ApS without undue delay if your financial information changes). We reserve the right to change the conditions of the agreed-upon payment at any time and for any reason by requiring cash upfront or cash upon delivery, a bank guarantee, a letter of credit, or some other form of payment.

4.5 If you fail to pay any invoice within eight (8) days from invoice date, Nero Trade ApS may suspend any kind of delivery, until payment is made. As mentioned in point 4.3, Nero Trade ApS are entitled to demand additional 3% of interest, in case of late payment. Nero Trade ApS are furthermore entitled to terminate or cancel any kind of delivery or to cancel or terminate the agreement.

4.6 If your private labelled goods or a particular agreed quantity of unlabeled goods are not paid for, an invoice for the unpaid amount will be issued and sent to you along with the remaining stock of your private labelled goods or unlabeled goods. Additionally, we reserve the right to charge you an interest at a rate of 3% per month from the due date until the day of payment. This will be in addition to and not as a substitute for any other legal or equitable rights or remedies to which we may be entitled.

4.7 Title to goods delivered shall remain vested in Nero Trade 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 ensure all goods delivered to their full replacement value until title to the goods has passed to you.

4.8 Nero Trade ApS encourages its Danish customers to register for Supplier Service (PBS Leverandørservice) to secure correct and timely payment.

4.9 Nero Trade ApS reserves the right to raise/ increase the prices towards the Customer, in the event of increases in the freight costs, which were known at the time of the agreement between the parties and Nero Trade reserves the right to raise the price without prior notice.

5. TERMS OF DELIVERY AND LATE DELIVERY

5.1 Unless expressly stated otherwise in our order confirmation, the transfer of risk takes place with the first foreign carrier and Nero Trade ApS is free from any liability. 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.

5.2 The goods will be delivered on the dates specified in our order confirmation. You may cancel the relevant purchase order in whole or in part (as to the goods affected by the delay) if we fail to deliver the goods within thirty calendar days of the scheduled delivery date by sending a written notice of cancellation to mb@nerotrade.dk within thirty calendar days of the grace period’s expiration.

5.3 We reserve the right to make delivery in instalments.

6. ACCEPTANCE OF GOODS

6.1 There is no binding agreement between us, before you have received the final order confirmation at the e-mail address. We may thus, until the time of the order confirmation, cancel your order, see condition

6.2 Our acceptance of your order and the completion of the contract between you and us will take place upon dispatch to you of the goods ordered.

6.3 We may cancel your order as a result of the following:

6.3.1 One or more of the goods you ordered are unavailable. We will inform you as soon as possible if the goods you have ordered are not

6.3.2 Our inability to obtain authorisation for your payment. We may contact you to check your card details;

6.3.3 The identification of a pricing or product description error.

6.3.4 You do not meet the eligibility to order criteria as set out in these GTCS.

6.3.5 If we have reasonable grounds to suspect that you have committed fraud.

6.3.6 You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written directly notice (as soon as possible and without undue delay) of rejection specifying the reasons for rejection is received by the carrier immediately and Nero Trade ApS to mb@nerotrade.dk within two calendar days after delivery of the goods.

6.3.7 Opened in part or fully and/or used goods cannot be returned to Nero Trade ApS for any reason.

6.4 Offers sent by Nero Trade ApS will be valid for 14 days, after which the offer will expire.

7. WARRANTY

7.1 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. Nero Trade ApS disclaims all responsibility and warranties for damages or further expenses as a result from misuse, negligent handling, lack of reasonable maintenance and care, accident, or abuse by anyone other than Nero Trade ApS. Furthermore, Nero Trade ApS do not make any promises or warranties about the goods.

7.2 With respect to goods which do not conform to the warranty (as mentioned in pt. 7.1) 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 Nero Trade Aps, along with acceptable evidence of purchase, within five calendar days after you discovered the lack of conformity or ought to have discovered it.

8. INTELLECTUEL PROPERTY RIGHTS INFRINGEMENT

8.1 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, (a) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; or (b) modify the goods to make them non-infringing.

8.2 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, Nero Trade ApS takes no responsibility (neither directly nor indirectly), and you are obliged to hold Nero Trade ApS harmless, for all and any direct and indirect costs related to the infringement.

9. LIMITATION OF LIABILITY

9.1 Nero Trades ApS’ liability is limited to direct losses. We shall not be liable for any indirect loss, hereunder, but not limited to: profit, loss of business or depletion of goodwill or consequential loss or any claims for consequential compensation whatsoever. Nero Trade ApS liability for any claimed direct loss or damage shall be limited to the value of the order.

9.2 Furthermore, 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.

9.3 In the absence of any negligence other than a breach of duty by us, your use of any goods other than in accordance with their manuals and/or instructions is entirely at your own risk.

10. FORCE MAJEURE

10.1 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 war, fire, insurrection, strikes, lockouts or other serious labour 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 sixty 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.

11. JURISDICTION AND CHOICE OF LAW

11.1 These GTCS is governed by Danish law and the Danish courts (Copenhagen City Court), must settle any dispute arising from any dispute or claim between the parties, which cannot be settled amicably.

12. MISCELLANEOUS

12.1 We reserve the right to price errors, update errors, system errors, delays and out-of-stock items.

13. VALIDITY

13.1 These GTCS are valid and applicable as from 1st June 2024.