1.1 These Terms apply to all sales and deliveries of upholstery and curtain textiles, rugs, roller blinds, Really products Ready-Made-Curtains, Clouds, accessories and other textile products (excluding acoustic panel products) (“Products”) from Kvadrat A/S (Danish Company Registration no. 45998517) and its affiliated companies specified in Exhibit 1 (collectively “Kvadrat” and the individual Kvadrat entity responsible for sale as per the relevant Contract (as defined below) to a specific client “Seller”) to its business customers (“Client”), if they are not expressly waived or modified in a written agreement accepted by both parties, irrespective of whether Client accepts these Terms by a written acknowledgement, by implication, or by acceptance of Products hereunder.
1.2 Reference to “Kvadrat” in these Terms includes always either both of Kvadrat A/S and Seller, or just one of Kvadrat A/S and Seller depending on the context and circumstances in which the reference is made.
1.3 All prices quoted by Kvadrat are based on these Terms. These Terms form part of any order of Products placed by Client (“Order”) with Kvadrat. Terms and conditions on any Order or other document submitted by Client to Kvadrat have no force or effect, unless confirmed in writing by Kvadrat. In particular, acceptance by Kvadrat of an Order sent by Client is not deemed an acceptance of any conflicting or additional terms and conditions.
1.4 If special terms and conditions apply to any Products in addition to these Terms, Client will be informed separately in writing.
2.1 Orders are subject to Kvadrat’s written acceptance. Offers quoted by Seller are valid for 30 days unless otherwise stated, Offers are not binding until Kvadrat has received Client’s acceptance and Kvadrat has issued an order confirmation or any other acceptance in writing (such as invoice) (“Confirmation”). The Confirmation and these Terms together constitute a sales agreement with respect to a particular transaction for the sale of Products (“Contract”) between Client and Seller. In case of inconsistencies the Confirmation prevails. Where more than one Kvadrat entity is involved in a sale of Products to Client, the Kvadrat entity issuing the invoice is Client’s contracting party (Seller) with respect to such Contract.
3.1 Terms of delivery are:
(i) Delivery to countries within the EU: CPT, Incoterms 2020, excluding insurance, to the agreed destination. Risk passes to Client upon delivery to the first nominated carrier chosen by Kvadrat at the relevant Kvadrat warehouse location.
(ii) Delivery to countries outside the EU where Seller is established as a legal entity: DDP, Incoterms 2020 to the agreed destination. Risk passes upon delivery at the agreed destination.
(iii) Delivery to countries outside the EU where Seller is not established as a legal entity: DAP, Incoterms 2020 to the agreed destination. Delivery term to Canada is informed separately. Risk passes upon delivery at the agreed destination.
3.2 Really Products are delivered to the curb.
3.3 Products are delivered in accordance with Kvadrat’s standard delivery times. Delivery times are indicative unless otherwise agreed in writing. Kvadrat is not liable for any damage, loss, cost or penalty resulting from a delay in delivery unless Kvadrat acted wilfully or with gross negligence. Seller will notify Client as soon as possible, if a delivery is delayed and estimate a new delivery time.
3.4 Kvadrat is entitled to make partial deliveries of Client’s orders, and to invoice such deliveries separately.
3.5 Kvadrat’s written acceptance is required if Client wishes to postpone delivery of Products. In such case Kvadrat is entitled to issue the relevant invoice and claim payment as if delivery had taken place on the original agreed delivery date. Risk passes to Client on the original agreed delivery date.
4.1 All prices are exclusive of VAT and other indirect taxes. The contract price is subject to change as a consequence of any variation of Client’s requirements from those specified in the Confirmation. Seller may further, adjust prices in extraordinary situations if overall costs increase with 10% or more due to unexpected increases in the price of raw materials, prices from suppliers, exchange rates, transportation, labour costs, duties, taxes, public charges, tariffs, VAT or similar.
4.2 Payment terms are 30 days from the invoice date. Upon Kvadrat’s request Client is obliged to provide a bank guarantee, letter of credit or similar means of financial security instrument as decided by Kvadrat. Seller is further entitled to demand that Client pays all Contracts in advance or that payment is made upon delivery. Where advance payment is required, production will only start upon receipt of the prepayment. In the event of late payment, Kvadrat may charge a default interest of 5% p.a.
4.3 Payment from Clients within the EU must upon Kvadrat’s request be made through SEPA Direct Debit. The same applies to payments from Clients within other countries where SEPA payment is available.
4.4 Client is not entitled to set-off any claim Client may have against Kvadrat, against any amount due from Client to Kvadrat, without Kvadrat’s prior written acceptance.
5.1 Title to Products belongs to Seller and will not pass to Client until Seller has received the full sales price for the Products, including installation costs, interest and any payment for delivery, insurance etc. payable by Seller on behalf of Client. The retention of title will not affect the passing of risk, cf. Section 3.1.
5.2 Client must keep the Products separate from any other similar products held in stock by Client and ensure that the Products can at all times be identified by Kvadrat until the Products have been paid for in full.
6.1 Client must examine the Products immediately upon receipt. In case of loss or visible damage to the Products delivered due to transportation, Client must insist that a notation of the defect is made on the carrier’s delivery slip and a picture of the damage is taken. If Client fails to notify the relevant carrier and Seller immediately, Client will lose its right to submit claims in respect hereof.
6.2 Client must before commencement of any use (cutting, mounting etc.), and not later than 21 days from receipt, thoroughly examine the Products and report to Seller any visible defects in the Products ascertained by Client. Client cannot make claims for defects which could or should have been revealed by such examination at a later date. For roller blinds and rugs the time limit is 8 days.
6.3 Defects in Products which were not ascertainable within the time periods set out in Sections 6.1 – 6.2, must be reported to Seller as soon as Client becomes aware, or ought to have become aware, of the defects.
6.4 Notices of defects must be made in writing and include a copy of the invoice and photos of the defect.
6.5 Upon Kvadrat’s request and in accordance with Kvadrat’s instructions, Client must return defective Products to Kvadrat at Kvadrat’s cost in proper packaging.
6.6 Due to the nature of Products and different production processes, Products may come with characteristics which are technically unavoidable. Acceptable tolerances for such characteristics can be found on www.kvadrat.dk or in Kvadrat’s “Quality Procedures and Tolerances” found on www.kvadrat.dk which form an integral part of these Terms. Characteristics within these tolerances are not defects and will not entitle Client to any compensation or claim against Kvadrat.
6.7 Seller’s defects liability period for Products expires 24 months after the date of delivery. For batteries in roller blinds the period is 12 months.
7.1 Seller will at its own discretion remedy defects for which Seller is responsible by making a repair, providing a replacement delivery in part or in full, or by granting Client a proportionate reduction/refund of the invoiced sales price. Freight costs related to replacement of defective Products are paid by Seller.
7.2 Kvadrat is not liable for any defect or damage resulting from Client’s misuse, negligent or incorrect handling, use (such as use on newly wooded floors), storage and/or installation of the Products, lack of maintenance and care, alterations or repair of the Products, wear and tear or similar. Information about requirements for storage, handling, maintenance, installation, etc. of Products can be found on www.kvadrat.dk.
7.3 Kvadrat is in no event liable for operating loss, loss of time, loss of use, loss of profit, for any indirect or consequential damage, loss, cost or penalty (including but not limited to costs of dismounting, reinstallation, sewing and reupholstering, and costs of access equipment (e.g. scaffold, cherry picker, scissor lift, etc. or electrical works necessary for repairs or replacements) unless Kvadrat has acted wilfully or with gross negligence.
8.1 Products are intended for commercial and residential interiors. Kvadrat does not guarantee product suitability for specific purposes, usage with other materials (specific foams, adhesive etc.), suitability for installation on specific surfaces, compliance with national standards and/or technical requirements unless confirmed in writing.
8.2 Product warranties granted by Kvadrat, including terms and conditions and warranty periods, can be found on www.kvadrat.dk. Such terms and conditions prevail over these Terms.
8.3 EXCEPT FOR THE LIMITED EXPRESS WARRANTIES PROVIDED PURSUANT TO SECTION 8.2, KVADRAT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WITH RESPECT TO ANY PRODUCT PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR NON-INFRINGEMENT. ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED.
9.1 Cancellation of Orders and return of Products require prior written acceptance of Seller. It further requires that the Products are still part of the standard collection and that the Products are returned within 3 months from receipt in original packaging and in the same condition in which they were delivered. Products made to Client’s specific requirements (special colours, materials, weaving, coating/treatment etc) (“Custom Made Products”), roller blinds, rugs and Really Products based on Clients own input material (colour, qualities etc.) are always non-returnable and can in no case be cancelled after the production process has started.
9.2 Cancellation and return of Products are subject to a fee of 30 % of the invoiced price, excluding freight, installation, tolls, tariffs, VAT and any other applicable taxes, of the Order in question, however, minimum EUR 50 or equivalent in any local currency. Costs, risk and responsibility for returns are held by Client.
10.1 If Kvadrat accepts to make arrangement for storage of Products on Client’s behalf, Client agrees to pay all storage costs, additional handling and transportation costs and any other related costs. The risk of damage caused by such storage to the products lies with Client. Client will be informed separately if any additional terms apply.
11.1 Products on sale are sold “as is” without any right to claim defects and warranties, and are sold on a final, non-cancellable and non-returnable basis.
12.1 In accordance with global industrial practice it is acceptable to have (i) 1 fault per 10 meters / 10 yards on upholstery textile longer than 6 meters / 6.5 yards and on curtain textile longer than 10 meters / 10 yards (and (ii) 2 faults per 10 meters / 10 yards on delicate qualities such as velvet and fabrics containing silk or mohair. Faults will be marked with a tag on the textile. Seller will compensate Client for such faults as set out below. Client is not entitled to any other compensation in respect of such faults.
For each fault having a size of 10 cm / 4 inches or less in the length of the textile, Seller will deliver additional 10 cm / 4 inches of textile in the full width of the textile free of charge to Client.
For each fault having a size of more than 10 cm / 4 inches in the length of the textile, Seller will deliver additional textile in the full width of the textile equivalent to the actual size of the fault free of charge to Client.
12.2 For Custom Made Products related to upholstery and curtain textiles Seller is entitled to deliver and charge +/- 10 % in regard to the quantity ordered. Client must take delivery of full production batch, and minimum order requirements may apply.
13.1 To avoid crooked rolling and damage to roller blinds, roller blinds must be ordered with a width of at least 1/3 the height (1:3 ratio). Seller is not liable for damage caused by crooked rolling due to Client’s order with deviant proportions.
13.2 Chain-operated roller blinds installed at premises where children may have access, must be installed with child safety wall pieces purchased separately. Kvadrat is not liable for bodily injury caused as a consequence of Client’s deselection hereof.
13.3 Unless a written agreement for Seller’s installation of roller blinds has been entered into with Client, Seller assumes no obligations, responsibility or liability for the specific installation of roller blinds. If Kvadrat makes arrangement for installation of roller blinds requiring electrical connection, such installation will only cover assembly and mounting to the relevant surfaces. Electrical work and electrical components not forming part of the roller blinds are not included, and costs related hereto must be paid by Client. Installation prices are always agreed and quoted separately. Client must ensure that on the agreed installation time the installation site is ready for installation and the installation contractor of Seller has free access to the premises. Client must pay all costs involved with any delays or unsuccessful installation attempt due to Client’s circumstances.
14.1 All intellectual property rights to the Products, samples and other material delivered to Client (including but not limited to designs, trademarks, logos, copyrighted works, inventions, patents, trade secrets, whether or not registered) and any Custom Made Products developed by Kvadrat on behalf of Client (including any improvements hereto) are the exclusive property of Kvadrat.
14.2 Client’s use of any brands and trademarks of Kvadrat for promotional purposes is subject to prior written permission of Kvadrat A/S. Kvadrat reserves the right to require that all advertisements and other marketing measures relating to the Products are approved in writing by Kvadrat A/S prior to any usage hereof.
14.3 Client is obliged to keep confidential all information of a confidential nature about Kvadrat, Kvadrat’s business and the Products.
15.1 Kvadrat is liable for damage caused by defective Products in accordance with mandatory Danish product liability rules in force from time to time. To the extent permitted by law Kvadrat’s product liability can except for bodily injury, in no event exceed the coverage limit under Kvadrat’s product liability insurance in force at any time. Kvadrat’s product liability for Products that are, or are intended to be, used commercially is expressly excluded to the extent that such product liability is not covered under Kvadrat’s product liability insurance in force at any time. Any product liability not based on mandatory law is expressly excluded. The foregoing limitations in Kvadrat’s product liability do not apply in case Kvadrat acted wilfully or with gross negligence.
15.2 IN NO EVENT IS KVADRAT LIABLE FOR OPERATING LOSS, LOSS OF TIME, LOSS OF USE, LOSS OF PROFIT OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OR COST, WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, (INCLUDING BUT NOT LIMITED TO COSTS OF DISMOUNTING, RE-INSTALLATION, SEWING AND REUPHOLSTERING, AND COSTS OF ACCESS EQUIPMENT (E.G. SCAFFOLD; CHERRY PICKER, SCISSOR LIFT ECT.) OR ELECTRICAL WORKS NECESSARY FOR REPAIRS OR REPLACEMENTS).
16.1 SELLER’S LIABILITY TOWARDS CLIENT OTHER THAN LIABILITY PURSUANT TO SECTIONS 3, 7 AND 15, IS LIMITED TO THE INVOICED SALES PRICE RELATING TO THE PRODUCT FROM WHICH CLIENT'S CLAIM ARISES.
17.1 Neither Kvadrat nor Client is liable for any failure or delay in performing their obligations towards the other party if such failure or delay is caused by a Force Majeure Event. This however, only applies as long as the relevant Force Majeure Event prevents either party from meeting its obligations toward the other party.
17.2 “Force Majeure Event” means any event beyond a party’s reasonable control, which by its nature could not have been foreseen or was unavoidable, or would render the performance of its obligations towards the other party impossible or unnecessarily onerous, including strikes, lock-outs and other industrial disputes, war, revolution or civil unrest, terrorism, earthquakes, lightning, storms, hurricanes and other natural disasters, fire, explosions, epidemics, quarantines, health crisis, failure of public services, interruption of operations or transport, general shortage of material (including raw material), shortage of energy, cyber-crime, restrictions affecting production, significant legal or political issues and/or changes laid down by governmental authorities or the EU, and the shortage or delay of deliveries from sub-contractors due to any of the above mentioned circumstances.
18.1 Kvadrat and Client must at all times comply with applicable anti-corruption, anti-slavery, anti-money laundering, anti-terror financing and trade control laws and regulations, including international conventions.
19.1 Kvadrat and Client each act as independent data controllers in regard to personal data collected and processed in connection with any sale and execution of their obligations under these Terms. Information regarding Kvadrat’s processing of personal data can be found in Kvadrat’s privacy policy available at www.kvadrat.dk.
19.2 Each party must in connection with execution of their obligations under these Terms act in compliance with applicable data protection regulations, including the European General Data Protection Regulation if relevant.
20.1 These Terms are governed by and interpreted in accordance with the laws of Denmark, disregarding the Danish choice of law rules and the United Nations Convention on Contracts of International Sale of Goods (CISG).
20.2 Any dispute arising out of or in connection with the Contract, which cannot be settled amicably, must be settled by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Institute and in force at the time when such proceedings are commenced. The arbitration tribunal must consist of 3 arbitrators. Kvadrat and Client each appoints one arbitrator, and the Institute appoints a third arbitrator as chairman. If a party fails to appoint an arbitrator within 30 days of having filed or received a request for arbitration, the Institute appoints such arbitrator. The place of arbitration is Aarhus, Denmark. The language of the arbitration is English, unless another language is agreed upon.
21.1 If any provision or a part thereof under these Terms is found to be inconsistent with or void under any applicable law, the validity of the remaining part of that provision and the other provisions will not be affected thereby. In such case the parties or the arbitration tribunal must replace the ineffective provision or part thereof with a provision of fundamentally the same content and effect which, however, is legally valid, binding and enforceable under the said law.