Terms and conditions

1. Definitions

1.1 The following definitions will apply in these Terms and Conditions og Sale and Delivery:
‘’Contract’’ means the agreement between WILA A/S and the Customer
‘’Customer’’ means the company which has placed an order with WILA A/S
‘’Goods’’ means the products ordered by the Customer from WILA A/S
‘’Parties’’ means Wila A/S and the Customer
‘’Product’’ means any product provided by WILA A/S
‘’Services’’ means the services Wila A/S provides in context of the Contract
‘’Terms’’ means these General Terms and Conditions of Sale and Delivery of WILA A/S

2. Application

2.1 These Terms shall apply to all deliveries made by WILA A/S to its customers of Products and Services.

2.2 The applicability of any general terms and conditions of the Customer is explicitly excluded, unless WILA A/S and the Customer agrees otherwise in writing.

2.3 WILA A/S shall be entitled to give one month notice in writing of any changes to the Terms, whereupon the new Terms shall apply to Goods and Services delivered after the expiry of the one-month period.

2.4 Any article in the Terms can only be deviated from if it is approved and confirmed in writing by WILA A/S.

3. Formation of the contract

3.1 Unless otherwise agreed by WILA A/S in writing, WILA A/S is only bound by written offers and quotations for 8 days after submission hereof. If an offer or quotation is not accepted by the Customer within 8 days, the offer or quotation lapses.

3.2 WILA A/S is not liable for any obvious typographical errors in the Contract or other errors or omissions in any sales documents, quotations, price lists, acceptance of offers, invoices or other document of information issued by WILA A/S. WILA A/S reserves the right to correct any such errors or omissions.

3.3 The Customer cannot cancel any accepted order without the prior acceptance from WILA A/S in writing. In case of the Customer’s cancellation, the Customer shall as a general rule indemnify WILA A/S for all reasonable costs and losses sustained as a result of the cancellation.

4. Prices

4.1 Unless otherwise agreed or stated by WILA A/S in writing, the price of all Products and Services shall be WILA A/S’ quoted price.

4.2 WILA A/S’ quoted prices are the net prices for delivery EXW (Incoterms 2020), exclusive of taxes and duties.

4.3 WILA A/S reserves the right to adjust prices without prior notification in the event of changes in currency, increase of transport charges, tarriffs, taxes, fees, excise etc., price changes at WILA A/S’ suppliers, or price changes for materials or implementation of minimum prices by public authorities. Should a price increase be more than 5 % of the price stated in the order confirmation and is the price increase not due to alterations in exchange rates, the Customer has the right to cancel the order.

4.4 A surcharge of 150 EUR or 1.125 DKK will be added to all orders with a value below 500 EUR or 3.750 DKK.

5. Payment

5.1 The payment will fall due 30 days from the date of invoice unless otherwise agreed with WILA A/S in writing.

5.2 The payment is considered completed when the money is available on WILA A/S’ designated account.

5.3 The Customer is not entitled to make any deductions, set-offs or counterclaims in the payment to WILA A/S unless approved by WILA A/S in writing.

5.4 WILA A/S is entitled to cancel any pending Contracts and/or suspend any further deliveries until any and all due amounts have been paid in full.

5.5 If due payment is not made WILA A/S will be entitled to charge interest from the due date at a rate of 2 % per month.

6. Delivery

6.1 Delivery shall be made EXW (Incoterms 2020), unless otherwise agreed.

6.2 All agreed dates for delivery is approximate and WILA A/S is not liable for any losses or damages suffered by the Customer caused by a minor delay in delivery.

6.3 Partial shipment, partial delivery and transshipment are permitted prior to the agreed time of delivery. Each partial shipment or delivery shall be regarded as fulfilment of a separate and independent Contract.

6.4 The risk of damage and loss of the Goods will pass to the Customer at delivery. The risk of damage and loss of the Goods will pass to the Customer, if the Customer fails to take delivery of the Goods at the time for delivery.

6.5 The Customer undertakes to comply with the instructions provided by WILA A/S in respect of the customs handling of the Goods and to provide WILA A/S, as and when requested by WILA A/S, with all relevant documents, including but not limited to export/import documents from EU member states and/or third countries required for the entitlement to export refunds or other subsidies. The Customer shall indemnify WILA A/S for all costs and losses suffered or incurred by WILA A/S and its affiliates as a result of the Customer’s breach of this undertaking.

6.6 All packing material and pallets are invoiced to the Customer.

7. Examination and notice

7.1 The Customer is obliged to conduct a thorough examination of the Goods immediately upon receipt of the Goods in order to ascertain whether the Goods are in accordance with the Contract.

7.2 The Customer is obliged to notify WILA A/S of any defective Goods in writing immediately after the defects are discovered. Complaints can be made no longer than 30 days after receipt of the Goods and after this period the Customer will forfeit the right to complain over defects.

7.3 The notification of a defect shall specify the nature of the defect in details in order to be valid.

8. Indemnification and liability

8.1 The Goods comply with the legal requirements applicable in the country of manufacture. WILA A/S is not liable for compliance with the requirements of statutes, administrative rules and/or regulations applicable in the country of delivery and undertakes no risk or liability in respect hereof.

8.2 The Customer is responsible for compliance with any and all legislation, administrative rules and/or regulations governing the import of the Goods into the country of distribution and the subsequent processing, marketing, distribution, resale and/or use hereof, if this country is not the country of manufacturing.

8.3 If the Goods are non-conform due to the circumstances for which WILA A/S is liable, the Customer may reject such Goods contingent on the fulfilling of Claus 7.1-7.3 and adequate documentation of the non-conformity. WILA A/S may at its discretion either issue a credit note in respect of such nonconforming Goods, make a deduction in the price of the Goods corresponding to the reduced value of the Goods.

8.4 WILA A/S cannot be held liable for any operating loss, loss of orders, loss of income, loss of profits, loss of time, loss of public subsidies, loss of goodwill or for any special, indirect or consequential losses or damages whatsoever, howsoever caused.

8.5 Any material changes or modifications made to the Goods after delivery has been made without WILA A/S prior written consent exempts WILA A/S from any liability and obligation in relation to the Goods.

9. Force majeure

9.1 WILA A/S cannot be held liable for WILA A/S’ failure to perform caused by circumstances beyond the control of Wila A/S. The occurrence of such an event relieves WILA A/S from damages, penalties and other contractual sanctions. Such event includes in particular but is not limited to strikes, lockouts, boykots, sabotage, labour disputes, interruptions of operations, explosion, fire, natural disasters, governmental measures and restrictions imposed by national or foreign authorities, confiscation, embargoes, currency restrictions, lack of transport, veterinary diseases, malicious tampering, acts of terror, environmental measures, pandemics, war and defective or delayed supplies from sub-contractors.

9.2 Such circumstances postpone the time for performance for such period as may be reasonable, thereby excluding the Customer’s right, if any, to terminate or revoke the Contract. After 120 days of postponement either of the Parties are entitled to terminate the Contract by notice in writing to the other party.

10. Product liability

10.1             The mandatory rules under Danish law in force at any time shall apply to product liability.

10.2             WILA A/S can only be held liable for personal injury caused by the Goods if it is proved that the injury is attributable to the Goods.

10.3             WILA A/S cannot be held liable for any operating loss of orders, loss of income, loss of profits, loss of goodwill or for any special indirect or consequential losses or damages.

10.4             The Customer agrees to indemnify WILA A/S for all costs, losses, liabilities, damages and expenses arising out of or resulting from the death of or injury to any person or from any damage to or loss of property due to the acts and/or omissions of the Customer.

11. Intellectual property rights

11.1 All intellectual property rights or other proprietary rights in and to the Goods or related to the Goods, including but not limited to formula, design, packaging and know-how, and any modifications or developments thereto, as well as the trademarks and trade names under which the Goods are marketed are and shall remain the sole and exclusive property of WILA A/S.

11.2 The Customer acquires no rights, title or license to any of WILA A/S’ Products.  

11.3 If the Customer challenges, harms or prejudices the validity or enforceability of such proprietary rights, WILA A/S is entitled to immediately terminate any cooperation between the Parties with immediate effect and to cancel any Contract without liability.

12. Governing law and jurisdiction

12.1 These Terms are governed by Danish law. Any disputes arising out of or in connection with any Contract or offer, quotation or order confirmation issued by WILA A/S or in connection with the delivery of the Goods to the Customer, including but not limited to disputes relating to the acceptance of the Terms, shall be settled in accordance with Danish law (disregarding its rules on conflict of law).

12.2 Any dispute shall be settled before the courts of law in Denmark and legal proceedings shall be instigated at the City Court of Viborg (Retten I Viborg) as the competent court of first instance.