Terms of sale and delivery

The Terms of Sale and Delivery for ELKA RAINWEAR A/S, DUEODDEVEJ 3, DK-7400 HERNING, DK 10138698, hereinafter called ELKA, shall apply to all orders – and prevail over any such terms or similar terms from a customer – unless the terms are dispensed from by express written agreement. The Terms of Sale and Delivery shall be subject to changes periodically and without notice.

1. Offers & order confirmation

Unless otherwise agreed in writing, offers submitted from ELKA are valid for 8 days from the bid and will lapse without notice, if Elka has not received acceptance by the deadline. The agreement is binding when the customer receives an order confirmation from ELKA.

When submitted, the order is binding. Upon ELKA’s written confirmation of the order, a final agreement on sale and delivery of goods has been entered into.

The order is accepted subject to goods, raw materials and the like being available. If unforeseen difficulties arise or if unsatisfactory credit information about the customer is obtained after the acceptance of the order, ELKA will be entitled to cancel the confirmed order exempt for liability of any kind or to demand provision of a fully adequate bank guarantee. The customer's cancellation of the confirmed order can only be accepted with prior written consent from ELKA.

Orders may be tacitly accepted by ELKA by dispatch of goods, in accordance to the customer's conditions and deadline.

2. Terms of delivery

The goods shall be delivered “DDP” in accordance with ICC Incoterms by ELKA, unless otherwise specifically agreed and stated in the order confirmation in exceptional cases.

Elka assumes all of the responsibility, risk, and costs associated with transporting goods until the buyer receives or transfers them at the destination port.

3. Delivery time and delay

The delivery time will be stated in the order confirmation. ELKA shall be entitled to postpone the delivery time and shall immediately notify the customer in writing of any such postponement.

In the event of force majeure, cf., however, the provisions below, delivery may be postponed until the obstacle ceases and ordinary trading and transport become possible.

4. Retention

ELKA reserves the ownership of the delivered goods until full payment is effected by the customer. All costs incurred in connection with the enforcement of the retention of title shall be paid by the customer.

5. Prices

All prices from ELKA are stated in GBP and are exclusive of VAT. The prices are subject to changes in customs duties, other duties and exchanges rates, and may be raised until delivery is made. ELKA will inform the customer of any price changes.

6. Product information

Product information, including information and weight, dimensions etc. which are not included in the product data sheets, material safety data sheets or certificates must be regarded as indicative and only binding to the extent that they are confirmed in writing on the order confirmation or the like. Claims made by the customer are only binding if they are confirmed in writing by ELKA.

Without notice, ELKA reserves the right to make changes to their products, if this can be done without significant change of product form and function.

7. Payment

Unless otherwise agreed in writing, payment from the customer to ELKA will be against invoice and is due for payment 30 days from invoice date. Default interest of 1,5 % per started month will be charged after the due date in the event of non-payment.

ELKA may postpone delivery of orders or cancel orders by written notice and without incurring any liability for this if the customer is in arrears with payment for previous consignments delivered.

Any financial loss that ELKA incurs as a result hereof shall be compensated fully by the customer.

8. Returns and complaints

Any complaint shall be submitted in writing and must be received by ELKA not later than eight (8) days after delivery or - if delayed - expected delivery of the goods. In the event of non-visible damage, the complaint shall likewise be submitted not later than eight (8) days from when the defect or deficiency could have been ascertained upon careful inspection, however, not later than three (3) months after the delivery date.

No returns will be considered without prior written approval by ELKA. Standard products can be returned for a period of 30 days from date of delivery and only in intact and original packaging. The customer is responsible for settling any return freight by their own account.

ELKA will credit returns with a deduction of a 20% handling fee – with a minimum of GBP 21. Special production cannot be returned to ELKA.

9. Exemption from liability - force majeure

ELKA shall not be liable if the following non-exhaustive circumstances of force majeure occur and prevent or postpone the performance of the Agreement: war and mobilisation, riot and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, scarcity of goods, faults, defects or delay in delivery from sub-suppliers or if sub-suppliers are otherwise hit by the present circumstances, fire, lack of means of transportation, exchange control regulations, import and ex-port restrictions, computer viruses or any other circumstances that are beyond ELKAs direct control.

In such case, ELKA shall be entitled to postpone fulfillment of the obligation until the obstacle has ceased or, alternatively, to cancel the Agreement in full or in part without incurring any liability for this. The customer can neither in case of cancellation or delayed delivery make claims against ELKA.

10. Limitation of liability

ELKA shall, to the extent permitted by applicable laws, and in respect of any legal basis for the claim, including product liability, not be responsible for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. In any event, the maximum liability shall be equal to repayment by ELKA to the customer of the payment made for the delayed or defective part of the order.

11. Venue and governing law

This Agreement shall be governed by and construed in accordance with Danish law, disregarding the Danish choice of law rules to the extent that such rules would otherwise lead to the application of any other law than Danish law. The Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

Any dispute, controversy, or claim arising out of or in relation to this Agreement, or the breach, termination, or invalidity thereof, which can not be settled amicably between the Parties, shall be brought before a Danish District Court applicable to ELKAs head office. Even if ELKA has initiated a court action against the customer, ELKA may at any stage decide to settle any dispute by arbitration arranged 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 Court of Arbitration shall have its seat in Denmark, and the language to be used in the proceedings shall be Danish. The proceedings and the award shall be confidential without time limit. It is agreed that no appeal on any question of law otherwise may be made to any court.