Vilkår & betingelser

1. Scope of the General Terms and Conditions

The following basic terms and conditions apply to all orders and contractual agreements placed with Sugarcoat or between Sugarcoat and buyers of products of Sugarcoat. Additionally, these General Terms and Conditions apply to all offers and deliveries made by Sugarcoat unless the parties have agreed to deviate from these General Terms and Conditions.

Only if Sugarcoat has specifically confirmed in writing before or at the time of the contract's conclusion that the contract's general terms and conditions differ from those of the contractual partner will the contract be valid.

The contracting party expressly waives the application of its own general terms and conditions (of sale), regardless of whether they have been published or made known, and accepts these general terms and conditions of sale by making an order and/ or using this website.

 2. Offers, Acceptance and Conclusion of Contract

Only the confirmation of the contracting party's order by Sugarcoat or the delivery of the contractual goods by Sugarcoat constitutes the conclusion of a contract between Sugarcoat and the contracting party.

Sugarcoat’s offer and quotes serve to inform the contracting party and are effective for a maximum of 2 weeks. Sugarcoat is not legally bound by offers and quotes unless otherwise stated. Sugarcoat’s offers may be modified, including price quotes, at any time and may result in an adjustment to the pricing due to wages, product availability, raw material prices, and shipping rate changes in case of fluctuations of gasoline prices or exchange rates change. Sugarcoat’s display of items in the online store does not, in itself, constitute a legally binding offer given by Sugarcoat. Sugarcoat strives to abide by the offer as given but retains the right to alter items if needed due to production. 

Offers and quotations do not apply to repeat orders unless the parties have expressly agreed in writing.

Orders and quotations are considered accepted if Sugarcoat confirms such in writing. Sugarcoat reserves the right to withdraw offers within 3 days of receiving the acceptance, without the contracting party being able to derive any rights from this.

 3. Prices and Payment

Unless specifically indicated or agreed upon otherwise, all prices quoted by Sugarcoat shall be applicable in addition to the applicable statutory VAT as well as other costs, such as administration fees, taxes, and travel, shipping, or transport costs. All prices quoted by Sugarcoat are in Euros.

Sugarcoat reserves the right to adjust the prices of its products. The contracting party must have made payments in arrears within 7 days after accepting the price quote. Sugarcoat requires full payment of orders to initiate the production. If other terms are applied, Sugarcoat reserves the right to withhold on executing orders and to make a delivery conditional on immediate payment or to require security for the total amount of the services or products. If the contracting party has not paid the agreed amount by the last day of the payment period, they are legally in default and in breach of contract, without Sugarcoat having to send the contracting party a reminder or having to send a notice of default.

 The contracting party consents to receive invoices only electronically.

If the contracting party fails to pay within the agreed period, Sugarcoat shall be entitled to charge the statutory interest rate of 8% per month for commercial transactions from the day the contracting party is in default, with part of a month counting as a whole month. If the contracting party is in default, it shall also owe extrajudicial collection costs and any damages to Sugarcoat. Collection costs are calculated according to the Decree on compensation for extrajudicial collection costs. 

In the event of liquidation, bankruptcy, attachment or suspension of payments on the part of the contracting party, Sugarcoat's claims against the contracting party shall become immediately due and payable. 

4. Delivery

Unless agreed otherwise, the goods will be delivered to Sugarcoat’s warehouse or the address specified by the contracting party in the main agreement. 

Should Sugarcoat be unable to deliver due to issues from the contracting party, the contracting party owes Sugarcoat the extra costs that may incur due to the inability to deliver. Sugarcoat reserves the right to forego this compensation. These issues can include but are not limited to cases where the contracting party does not provide Sugarcoat with the necessary information to ship properly such as a phone number, email recipient, availability to accept the package and paying customs fees if necessary. Sugarcoat reserves the right to forego this compensation.

Delivery times quoted by Sugarcoat are indicative and, if exceeded, shall not entitle the contracting party to rescission or compensation unless the parties have expressly agreed otherwise in writing. Exceeding the stated delivery time does not entitle the contracting party to compensation or the right to dissolve the agreement unless Sugarcoat is unable to deliver within 14 days after written notice or the parties have agreed otherwise. A late payment or inability to provide require print details and data will cause the delivery date to be delayed. Production, and hereby delivery time, will begin after the contracting party has made full payment of the order, if not other commercial terms explicitly are agreed upon.

In any case, Sugarcoat shall be exempt from both its delivery obligations and its liabilities for late deliveries in the event of a force majeure. Instances of force majeure include but are not limited to supplier delays in delivering raw materials, strikes or lockouts, import or export restrictions, fire, wars, riots, natural catastrophes, and/or governmental actions, state of emergency (such as civil war, insurrection, riots, natural disasters, etc.); non-performance and force majeure of suppliers, deliverers or other third parties; unexpected power, electricity, internet, computer and telecom failures; computer viruses, strikes, unforeseen transport problems, bad weather conditions and work interruptions. In these situations, Sugarcoat reserves the right to terminate the contract whole or in part, or temporarily halt its execution, without the contracting party being entitled to seek damages, compensation or the dissolution of the contract. From the moment a force majeure situation has lasted for at least 30 calendar days, both parties may dissolve the agreement in writing in full or in part.

Sugarcoat shall be entitled to partial delivery under the following requirements: the delivery of the remaining goods is ensured and the contracting party is not subjected to an unreasonable amount of additional costs or expenses due to the partial delivery or if Sugarcoat were to agree to pay the unreasonable amount of additional costs or expenses and if the partial delivery is not unreasonable for the contracting party for other reasons.

 If the packaging of a delivered product has been opened or damaged, the contracting party must, before taking delivery of the product, have a note of this made by the forwarder or delivery person. Failure of this means that Sugarcoat cannot be held liable for any damage. If the contracting party arranges for transport of a product themselves, they must report any visible damage to products or packaging to Sugarcoat prior to transport. Failure of this means that Sugarcoat cannot be held liable for any damage.

Sugarcoat also offers Fast Track Delivery, meaning the contracting party has priority in the design process, production and warehouse process as well as express shipping. In order for Fast Track Delivery to apply, the contracting party and Sugarcoat have to agree on a specific delivery date in writing. Should Sugarcoat be unable to deliver on the specific delivery date due to issues from the contracting party, the contracting party owes Sugarcoat the extra costs that may incur due to the inability to deliver. Exceeding the stated delivery date due to issues from Sugarcoat, excluding force majeure and delivery issues caused by the contracting party, will lead to Sugarcoat compensating the contracting party with 25% of the original invoice as credit on their next purchase with Sugarcoat.

5. Transport and Transfer of Risk

Transport expenses are always paid for by the contracting party, unless otherwise agreed in writing. These expenses include customs and duties unless otherwise agreed upon.

The contracting party is always responsible for any damage, loss, or potential delays caused by courier services or mail-order businesses throughout the shipping process. The contracting party may request a specific courier service but will continue to carry the transport risk. 

The applicable statutory provisions shall apply to the risk of accidental destruction, loss, degradation, or damage to the contractual products.

6. Retention of Title

Until full payment has been received, all items delivered by Sugarcoat shall remain Sugarcoat's property.

The reserved products will remain Sugarcoat's property until all claims, future or existing, Sugarcoat has against the contracting party have been satisfied, regardless of legal justifications. All claims resulting from the resale of items that are still the property of Sugarcoat are automatically transferred to Sugarcoat. Sugarcoat reserves the right, in case of non-payment to sell the items to a third party. The contracting party has no right to seek reimbursement or compensation in such a case. 

7. Obstacles or delays that affect performance

In the case that a force majeure event makes the performance for Sugarcoat impossible or excessively difficult, Sugarcoat shall have the right to terminate the agreement. In the case of such an event, Sugarcoat shall notify the contracting party as soon as possible of such an event.

If Sugarcoat is not just temporarily unable to deliver the contractual products because of a supplier not upholding its contractual commitments to Sugarcoat, Sugarcoat, through no fault of its own and having tried to remedy the situation within reasonability, shall be entitled to terminate the contract. 

8. Acceptance and Challenge of Items and Warranty

Sugarcoat warrants that the contractual products it has provided are free from flaws and have all the qualities it has promised. Still, a warranty has to be expressly given. The warranty relating to products applies only to defects caused by faulty manufacture, construction, or material. The warranty does not apply in the case of normal wear and tear and damage caused by accidents, modifications made to the product, negligence, or incompetent use by the contracting party, as well as when the cause of the defect cannot be clearly determined.

The contracting party shall examine a product delivered or service provided by Sugarcoat for any defects immediately. If a product delivered or service rendered does not meet what the contracting party could reasonably expect from the agreement, the contracting party must inform Sugarcoat through a registered letter describing the defect as detailed as possible, as soon as possible, but in any case within 1 week of discovering the defect. If no complaint has been delivered within 1 week, the lack of complaint is considered the acceptance of the item, unless such a defect was not recognisable. If such a hidden defect was later discovered, again the contracting party or a third person has 1 week to report such a defect. A challenge after 1 week is not possible. A contracting party shall not refuse delivery for a small defect. 

If there are flaws in parts of the items, this does not entitle the contracting party to challenge the entire shipment of items. Such flaws, if announced within 1 week, can only result in a price reduction. The contracting party is not entitled to a replacement or monetary compensation. 

Sugarcoat reserves its right to inspect the item for defects and the contracting party has to comply with such a request. Sugarcoat reserves its right to provide a repair, an exchange or a refund for the item, if the defect has been announced within the above mentioned time limit. Only in cases where Sugarcoat has made two reasonable attempts to perform its obligation and failed or has refused to do so, would the contractual partner have the right to terminate the agreement.  

Sugarcoat’s information online, price lists and other documents given to the contracting party, including descriptions, visual illustrations of the products, dimensions and other technical particulars are only approximations unless contractually an identical product is required. These are intended to give a description of the performance and should not be interpreted as describing actual properties and promising an exact match. Small color variations cannot be considered a defect. A guarantee of an exact match can only be given expressly if using the term guarantee.

Minor deviations cannot be used as a basis for refusing payment, claiming damages, refusing products or demanding the termination of the contract.

9. Liability and Indemnity

Sugarcoat shall only be liable for any damage or expense suffered by the contracting party if and to the extent that such damage was caused by intent or grossly recklessness. Sugarcoat cannot be held liable for indirect damages, such as consequential damages, lost profits, missed savings or damages to third parties.

Should a case of liability arise, Sugarcoat’s liability is limited to the typical amount for such a contract and limited to the amount that could have been reasonably anticipated at the conclusion of the contract. Such liability shall also be limited to the amount paid out by any (professional) liability insurance taken out, and in the absence of (full) payment by an insurance company of the amount of the claim, liability shall be limited to the (part of the) invoice amount to which the liability relates.

The contracting party certifies that it owns the rights to copy and reproduce the data submitted. The contracting party ensures that all materials submitted to Sugarcoat do not violate third-party rights. The contracting party must indemnify Sugarcoat from all claims and damages brought against Sugarcoat in case of infringement of third-party rights as well as from the costs of legal defense in the event of a violation of third-party rights by the fulfillment of an order.

10. Right to Withdrawal and Right to Cancel or Terminate

Sugarcoat reserves its right to withdraw from the contract if the contracting parties has been reminded through email of an outstanding payment and has not complied within a reasonable time or if the contracting party does not provide print data even after a reminder by Sugarcoat or if the print data provided consists out of or contains violations against legal provisions or generally are of racist, sexist, xenophobic or similar objectives pursuing intention. Additionally, the print data may not violate third-party rights.

There is no voluntary right of withdrawal allowed to contractual partners who are entrepreneurs.

This right of withdrawal does not apply to goods which Sugarcoat customized for the contracting party meaning non-prefabricated goods or to the contracting party tailored goods.

Contracting parties have the option to cancel or terminate the contract before production has been initiated. However, this cancellation or termination is subject to a payment of compensation of 40% of the amount of the original price quotation, this excludes shipping, warehousing and customer fees if these were included in the original price quotation. 

11. Storage of goods

Sugarcoat stores goods bought and paid for by the contracting party for a maximum of two weeks for free. After two weeks Sugarcoat may store goods bought and paid for by the contracting party. The price and terms should explicitly agreed upon. If no explicit agreement, Sugarcoat cannot make any guarantees that the goods will be stored any longer. Sugarcoat is not obligated to compensate or refund the items.

12. General Provisions

12.1 Copyrights

The purchase of an item by Sugarcoat does not mean the transfer of intellectual property rights within, unless otherwise specified in writing. All design, models, sketches, creations and similar products made by Sugarcoat are the sole property of Sugarcoat and are not allowed to be used or reproduced without express permission from Sugarcoat.

12.2 Applicable Law

Any dispute arising under, out of or connected to this Agreement shall be submitted to the exclusive jurisdiction of the courts of Denmark. Any agreement is governed by, and shall be construed in accordance with the laws of Denmark, which shall be deemed to be the proper law hereof.  

12.3 Language

These General Terms and Conditions have been prepared in English and English is the controlling version in case of controversy or inconsistency.

12.4 Changes or Deviations to the General Terms and Conditions

Sugarcoat reserves the right to deviate from these terms and conditions or any contract. Such deviations need to be in writing.

Sugarcoat reserves its right to change these General Terms and Conditions. Sugarcoat will provide with the price quotations a link to these General Terms and Conditions. The continued use of Sugarcoat’s website will be considered the acceptance of the new terms. It is every contracting party’s responsibility to regularly review these General Terms and Conditions. 

12.5 Invalidity of some provisions

If individual provisions of these General Terms and Conditions should be or become invalid in whole or in part, the validity of the remaining provisions shall remain unaffected.

12.6 Headings

The headings to all sections and subsections, shall not form a part of this Agreement or Exhibits, but shall be regarded as having been used for the convenience of reference only and shall not affect the construction or meaning of this Agreement or of any of its provisions, unless such construction leads to unequivocal conclusions.

12.7 Use of service

Sugarcoat reserves the right to block or otherwise decline to permit one or more users to use the site at any time and for any reason.

 

Sugarcoat ApS

Farvergade 10, 4
1463 København K

Denmark

 

E-mail: hello@sugarcoat.com

Company number: 43869507

VAT Identification Number: DK43869507

 

Updated 12 Arpil 2023.

 

 

 

 

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