Terms & Conditions
The person who buys or agrees to buy the goods from the Little Smart Things (collectively referred to as the Parties)
The terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Seller.
The articles which the Buyer agrees to buy from the Little Smart Things.
The price for the Goods, excluding VAT and any carriage, packaging and insurance costs.
2.1 These Conditions shall form the basis of the contract between the Little Smart Things and the Buyer in relation to the sale of Goods, to the exclusion of all other terms and conditions including the Buyer’s standard conditions of purchase or any other conditions which the Buyer may purport to apply under any purchase order or confirmation of order or any other document.
2.2 All orders for Goods shall be deemed to be an offer by the Buyer to purchase Goods from the Little Smart Things pursuant to these Conditions.
2.3 Acceptance of delivery of the Goods shall be deemed to be conclusive evidence of the Buyer’s acceptance of these Conditions.
2.4 These Conditions may not be varied except by the written agreement of Little Smart Things authorized representative.
2.5 These Conditions represent the whole of the agreement between the Little Smart Things and the Buyer. They supersede any other conditions previously issued.
3. Price and Carriage
3.1 The Price shall be amount quoted on Little Smart Things’ confirmation of order. The Price is exclusive of VAT or other taxes which shall be due at the rate in force on the date of the Little Smart Things’ invoice.
3.2 An invoice surcharge is to be paid on paper invoices. Carriage will be chargeable on all sales.
4. Payment and Interest
4.1 Payment is due in the following way: Cumulus I: the purchase price and VAT or other taxes shall be paid with 20% at the formation of the agreement and the balance when Little Smart Things notifies the Buyer that the Goods are ready for delivery. Other items net cash on delivery.
4.2 Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 1,5% pr. month. Such interest shall accrue after as well as before any judgment.
4.3 The Buyer shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by Little Smart Things.
The quantity and description of the Goods shall be as set out in the Little Smart Things’ confirmation of order.
6.1 The Seller warrants that the Goods will at the time of delivery correspond to the description given by Little Smart Things’ in the confirmation of order
6.2 Little smart Things reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable safety or other statutory or regulatory requirements or, where the Goods are to be supplied to the Supplier’s specification, which do not materially affect their quality or performance.
7. Delivery of the Goods
7.1 Delivery of the Goods shall be made to the Buyer’s address. The Buyer shall make all arrangements necessary to take delivery of the Goods on the day notified by Little Smart Things for delivery.
7.2 Little Smart Things undertakes to use its reasonable endeavours to despatch the Goods on an agreed delivery date, but does not guarantee to do so. Time of delivery shall not be of the essence of the contract.
7.3 Little Smart Things shall not be liable to the Buyer for any loss or damage whether arising directly or indirectly from the late delivery or short delivery of the Goods. If short delivery does take place, the Buyer undertakes not to reject the Goods but to accept the Goods delivered as part performance of the contract.
7.4 If the Buyer fails to take delivery of the Goods on the agreed delivery date or, if no specific delivery date has been agreed, when the Goods are ready for despatch, Little Smart Things shall be entitled to store and insure the Goods and to charge the Buyer the reasonable costs of so doing.
7.5 Changes made to the Goods without the written agreement of Little Smart Things, relieves Little Smart Things of its obligations, including repairing defects, service, support and maintenance.
8. Acceptance of the Goods
8.1 The Buyer shall be deemed to have accepted the Goods 48 hours after delivery to the Buyer.
8.2 The Buyer shall carry out a thorough inspection of the Goods within 48 hours of delivery and shall give written notification to Little Smart Things within 3 working days of delivery of the Goods of any defects which a reasonable examination would have revealed.
8.3 Where the Buyer has accepted, or has been deemed to have accepted, the Goods the Buyer shall not be entitled to reject Goods which are not in accordance with the contract.
9. Title and Risk
9.1 Risk shall pass on delivery of the Goods to the Buyer’s address.
9.2 Notwithstanding the earlier passing of risk, title in the Goods shall remain with Little Smart Things and shall not pass to the Buyer until the amount due under the invoice for them (including interest and costs) has been paid in full.
9.3 Until title passes the Buyer shall hold the Goods as bailee for Little Smart Things and shall store or mark them so that they can at all times be identified as the property of Little Smart Things.
9.4 Little Smart Things may at any time before title passes and without any liability to the Buyer:
9.4.1 repossess and dismantle and use or sell all or any of the Goods and by doing so terminate the Buyer’s right to use, sell or otherwise deal in them; and
9.4.2 for that purpose (or determining what if any Goods are held by the Buyer and inspecting them) enter any premises of or occupied by the Buyer.
9.5 Little Smart Things may maintain an action for the price of any Goods notwithstanding that title in them has not passed to the Buyer.
9.6 Little Smart Things shall not be liable for any damage to third party caused by the Goods after it has been delivered and while it is in the possession of the Buyer. Nor shall Little Smart Things be liable for any damage to third party of the use of the Goods by the Buyer. If a claim for damage is lodged by a third party against one of the Parties, the latter party shall forthwith inform the other party thereof in writing.
10. Force Majeure
In the event that either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control including but not limited to war, national emergency, flood, earthquake, strike or lockout. The party shall not be deemed to be in breach of its obligations under this Agreement. The party shall immediately give notice of this to the other party and must take all reasonable steps to resume performance of its obligations.
11. Consequential Losses
There shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever.
12. Governing Law and Jurisdiction
These terms and conditions shall be governed by the laws of Denmark and the
parties agree to submit to the exclusive jurisdiction of the Danish courts.