nordiska GmbH & Co. KG

GENERAL TERMS & CONDITIONS

 1.  With the current product range from nordiska GmbH & Co. KG, all previous
quotes are no longer valid. All deliveries and services from nordiska GmbH & Co.
KG are provided based exclusively on these general terms and conditions. Any
agreements to the contrary must be confirmed in writing by nordiska GmbH & Co.
KG. Individual quotes and resulting framework agreements or listings with
customers agreed prior to receiving this catalogue are excluded therefrom.
Deviating general terms and conditions of the customer that have not been
explicitly recognised in writing by nordiska GmbH & Co. KG are non-binding for
nordiska GmbH & Co. KG, even if nordiska GmbH & Co. KG does not expressly
object to these.

 2.  Our products are intended for companies from industry, trade, services, crafts
and business as well as private persons. All prices are stated in euros, net, plus
VAT, only within Germany. A delivery agreement does not enter into force with the
receipt of our catalogue. Due to the long validity of our catalogue, we must reserve
the right to adjust the stated prices, also for your benefit. In case of deviating prices,
the customer shall receive a new written quote. The delivery agreement enters into
force when nordiska GmbH & Co. KG has received written confirmation from the
customer with the acceptance of the new quote. If the prices do not deviate from the
catalogue prices, nordiska GmbH & Co. KG generally does not send a written order
confirmation, unless the customer explicitly requests this. 

 3.  nordiska GmbH & Co. KG generally delivers its products freight collect ex
warehouse in Gummersbach. If the goods exceed a value of € 500, we deliver free of
charge within Germany. We charge a low flat rate of € 7.50 for packaging and transport
insurance. This flat rate also applies to deliveries on pallets. For the delivery of bulky
products, we charge a fee depending on the weight and volume: € 29.00 / 49.00 / 89.00.
Special conditions apply to deliveries to islands and outside Germany, which we would
be happy to inform you about.

 4.  Each order acceptance as well as contractual changes, warranties and additional
agreements (including the exclusion of the written form) as well as order confirm-
ations, commercial letters of confirmation etc. from customers must be confirmed
in writing by nordiska GmbH & Co. KG to be effective. The content of the written
confirmation is only relevant for the contractual relationship. If written confirmation is
not provided by nordiska GmbH & Co. KG, a contract shall still enter into force with
the delivery of the goods under these conditions. nordiska GmbH & Co. KG may also
refuse orders without giving a reason. nordiska GmbH & Co. KG accepts all orders
subject to the express reservation of delivery/performance options. nordiska
GmbH & Co. KG is entitled to also withdraw from orders that have already been
confirmed if the economic conditions of the purchaser develop in a clearly negative
way or nordiska GmbH & Co. KG subsequently receives unfavourable credit
information about the customer. In case of such a withdrawal, as well as for defects
or the lack of delivery/performance options, any warranty/damage claims of the
customer are excluded.

 5.  Terms and specifications defined upon entering into the contract are the technical
state of the art at the time of entering into the contract. nordiska GmbH & Co. KG
expressly reserves the right to make changes unless these are of a fundamental
nature and the contractual purpose is significantly limited. Information in brochures,
operating instructions and other written items from third parties are non-binding for
nordiska GmbH & Co. KG and are not part of the agreement on quality unless otherwise
expressly confirmed in writing by nordiska GmbH & Co. KG in individual cases. Any
consultation by nordiska is non-binding and does not justify liability of nordiska
GmbH & Co. KG, except in cases of gross negligence or intent.

 6.  The customer accepts full liability for damage and wear for all products
demonstrated by nordiska GmbH & Co. KG and handed over for a certain period of
time for a trial. In case of extreme soiling or wear or any other loss in value, nordiska
GmbH & Co. KG is entitled to charge this in full. 

 7.  Any delivery times stated by nordiska GmbH & Co. KG are non-binding. If delivery
confirmations with fixed deadlines are stated by nordiska, this does not justify a
transaction for delivery at a fixed date. The customer is not entitled to withdraw from
the contract if nordiska GmbH & Co. KG does not adhere to delivery deadlines. In
cases of strikes, lockouts, war, force majeure or any other hindrance for which nordiska
GmbH & Co. KG is not responsible, nordiska GmbH & Co. KG is entitled to subsequently
reject or postpone delivery, in whole or in part, and/or withdraw from the contract, in
whole or in part, without the customer being entitled to any claims for subsequent
delivery or damages. Unless otherwise agreed in writing, nordiska GmbH & Co. KG is
entitled at any time to provide and invoice partial deliveries. For sales shipment, the
goods are always sent ex warehouse at the customer’s risk if free delivery is agreed in
individual cases or partial deliveries are carried out. nordiska GmbH & Co. KG is not
liable for any transport damages. For sales shipment, damages must be documented
on the dispatch papers before acceptance. For sales shipment, the customer is entitled
to enter into a transport insurance policy. nordiska GmbH & Co. KG is not obligated in
any way to enter into any transport insurance policies. The goods will be duly
delivered unless the customer objects thereto within 7 days as of the delivery
date in writing stating the reasons.

 8.  The risk of accidental destruction or accidental deterioration of the purchased
item is transferred to the purchaser with handover or disclosure that the goods are
ready for dispatch. For sales shipment, the risk is transferred to the purchaser as
soon as nordiska GmbH & Co. KG hands over the item to the people dispatching
the item.

 9.  The purchaser shall carefully examine the purchased item immediately after
receipt. The purchased item is considered accepted if no defects can be identified
within a period of 7 days after receipt of the delivery, or such defects that cannot be
identified during a careful immediate inspection are not received nordiska
GmbH & Co. KG immediately after their identification and within the warranty period.
nordiska GmbH & Co. KG does not accept any liability for damages resulting from
improper use, incorrect assembly or operation, natural wear and tear, incorrect or

careless treatment, unsuitable equipment, substitute materials or unsuitable surfaces. 
For the sale of the new items, parts and services, the warranty period shall be one 
year, starting from the time the service is handed over or ends. For the sale of used 
items and parts, any liability for material defects is excluded. For material defects or 
defects of guaranteed properties, nordiska GmbH & Co. KG may choose whether to 
have the defective sales item sent to nordiska GmbH & Co. KG to be modified or 
replaced and then returned or whether the customer should keep the defective 
product so that the modification or replacement can be carried out by nordiska 
GmbH & Co. KG or persons commissioned by nordiska. The expenses necessary to 
improve or replace the products shall be borne by nordiska GmbH & Co. KG; 
however, this does not apply to increased expenses that may be incurred. If nordiska 
GmbH & Co. KG is not prepared or not able to rectify the defect or deliver a replace-
ment or if this is not carried out after repeated deadlines for reasons for which nordiska 
GmbH & Co. KG is responsible or for the case that for any other reasons rectifying the 
defect or replacing the defect or delivering the replacement fails, the purchaser may 
either choose to withdraw from the contract or request the purchase price be reduced.

 10.  The purchaser may only make claims for damages, regardless of the legal reason,
if the damage has been caused by the culpable violation of a contractual obligation in a
way that risks achieving the purpose of the contract or – if nordiska GmbH & Co. KG has
guaranteed a property or a quality in writing regarding the purchased item – if damage
has occurred due to a violation or – if damage is caused by intent or gross negligence
by nordiska GmbH & Co. KG. If nordiska GmbH & Co. KG is liable for the violation of a
contractual obligation without gross negligence or intent, the extent of the liability is
limited to the foreseeable damages typical for the contract. nordiska GmbH & Co. KG
is not liable for lost profits or other financial damages of the customer. The previous
liability limitations also apply to actions as well as to personal liability of employees,
representatives, vicarious agents or other agents from nordiska GmbH & Co.KG. The
assignment of damage and warranty claims by the customer is not permitted.

 11.  All invoices are due upon issuance and payable within 14 days net. All catalogue
prices are quoted net plus VAT ex warehouse. nordiska GmbH & Co. KG reserves the
right to increase prices at any time. Offsets or rights of retention against claims of
nordiska GmbH & Co. KG are excluded unless the customer is entitled to legally
asserted claims or counterclaims are undisputed or have been acknowledged by
nordiska GmbH & Co. KG in writing.

 12.  nordiska GmbH & Co. KG is entitled to invoice a processing fee of € 2.50 for each
payment reminder. In case of a payment delay, any other claims of nordiska GmbH &
Co. KG against the customer are due for immediate payment, even if these were deferred
individually or not yet due as a result of a deviating maturity agreement. If the purchase
item is not accepted by the purchaser after it has been sent or it has been announced
that it is ready for dispatch, all additionally incurred costs shall be borne by the purchaser.
½ % of the amount for storage costs will be charged for temporary refusal of acceptance,
regardless of the claim for higher proven costs per started calendar month of storage.
nordiska GmbH & Co. KG is entitled but not obligated to give the customer an acceptance
deadline. If this expires unsuccessfully, nordiska GmbH & Co. KG is entitled to withdraw
from the contract and claim damages. If the purchaser does not ultimately accept the
purchased item or if nordiska GmbH & Co. KG withdraws from the purchase contract after
setting a deadline for acceptance to no avail, nordiska GmbH & Co. KG is entitled to
request 15% of the invoice value from the customer as flat-rate compensation for costs
and damage. Returns must be free from postage and shall only be accepted by us after
prior approval. Goods must be returned within 14 days, after this period of time the right
to return goods lapses. Special deliveries and custom-made products are excluded from
return. All returned goods must be the original products and are subject to a 15% restocking
fee. If flat-rate compensation for damages is regulated above, the customer retains entitled
to prove proving that nordiska GmbH & Co. KG did not incur any or only minor damages.

 13.  All goods are delivered under reservation of title, reservation of balance as well as
extended and enhanced reservation of title. The goods remain the property of nordiska
GmbH & Co. KG until all claims, including those incurred after delivery, have been settled.
If goods are processed, joined or mixed, the reservation of title is extended to include the
newly created item; the purchaser transfers its property right to the newly created items
to nordiska GmbH & Co. KG and shall store these goods for nordiska GmbH & Co. KG
with the due diligence of a prudent business man. The purchaser is obligated to disclose in
writing any seizure or pledge or other impairment to the rights of nordiska GmbH & Co. KG.
If the purchaser sells goods of nordiska GmbH & Co. KG, regardless of the condition, it
hereby assigns to nordiska GmbH & Co. KG in advance its own rights arising from the sale
to its buyers, including all extra rights, until all claims of nordiska GmbH & Co. KG are
settled in full. At nordiska’s request, the purchaser is obligated to notify the buyer about
the assignment and to issue nordiska GmbH & Co. KG with the required information to
assert its claims against the buyer. The purchaser is obligated to handle the purchased
item with care and to insure it at replacement value at its own expense against damages
caused by fire, water and theft. The purchaser shall carry out maintenance and inspection
work at its own expense. If the purchaser violates the contract, in particular is in arrears
with payments, nordiska GmbH & Co. KG is entitled to take back the goods at the
purchaser’s expense, where necessary demand the assignment of surrender claims of the
customer against third parties and to sell the purchased item on the open market. Unless
otherwise expressly declared when exercising its rights, the return or seizure of the goods
by nordiska GmbH & Co. KG does not constitute withdrawal from the contract.

 14.  The provisions above apply for repair orders.

 15.  Gummersbach is agreed as the place of fulfilment for all obligations resulting from the
contracts with nordiska GmbH & Co. KG. The legal relations between nordiska
GmbH & Co. KG and the purchasers are based exclusively on the laws of the Federal
Republic of Germany. The place of jurisdiction for all contractual relations for registered
traders is Gummersbach. If one or several of the provisions above is invalid, this shall not
affect the validity of the general terms and conditions of business and delivery in general.
In this case, the parties are obligated to replace the ineffective clause with an effective
clause that comes as close as possible to the economic meaning and purpose of the
ineffective clause. 

What does this mean?

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