Soap Nordic
Terms of trade

General sales and delivery conditions

1. Application

1.1. Application. General terms and conditions of sale and delivery apply to all agreements on Soap Nordic A/S, CVR number 28153635, sales and delivery of products, components and related services to business customers.

2. Basis of agreement

2.1. Basis of agreement. The terms and conditions, together with the Company's offer and order confirmations, form the overall basis for the agreement regarding the Company's sale and delivery of products, components and associated services to the customer. The customer's purchase conditions printed on orders or otherwise communicated to the Company do not form part of the Agreement.

2.2. Changes and additions. Amendments to and additions to the Basic Agreement are only valid if the parties have agreed them in writing.

2.3. Legal status. Each of the parties must immediately inform the co-contractor if the party changes its status as a legal person, is placed under bankruptcy or restructuring proceedings or voluntary liquidation.

3. Products, components and services

3.1. Products and components. Products and components that Soap Nordic A/S sells and delivers to the customer, are new and comply with European legislation upon delivery. Additional labeling with requirements for licensing and/or certifications such as the Nordic Ecolabel, Asthma and Allergy Label, Ecocert and Bra Miljöval is limited to products where a written agreement has been made.

3.2. Services. Associated services that Soap Nordic A/S sells and delivers to the customer, in connection with the sale and delivery of products or components such as label adjustments or other adjustments to the product, complies with European legislation upon delivery.

3.3. Etiquette responsibility. When selling outside of Denmark, the customer himself is obliged to ensure that the labels and information thereon comply with the national requirements and legislation that may be in place in the country in question.

3.4. Limitation of Liability. Products, components and related services that Soap Nordic A/S sells and delivers to the customer, is intended for cleaning and for use in the EU. Notwithstanding any contrary terms in the Contractual Basis, the Company is in no case liable for loss or damage attributable to use for any other purpose or for use outside the EU. The customer must indemnify the Company, to the extent that the Company may be liable, for such loss or damage where it is proven that the damage is due to error or negligence.

4. Price and payment

4.1. Price. The price for products, components and associated services follows the Company's current price list at the time the Company confirms the customer's order, unless the parties have agreed otherwise in writing. All prices are exclusive of VAT.

4.2. Price Swan labelling. Ecolabelling: (i) when creating a new Ecolabelled product, the customer will be invoiced DKK 25.000 ex. VAT, to cover costs of, among other things, the application process, laboratory tests and other costs associated with this. This cost can be credited after 12 months from the delivery date if the customer makes a purchase of DKK 90.000 ex VAT on the product in question within the period. (ii) Parallel approval of existing standard swan products is invoiced at DKK 4.500 ex VAT for an immediate approval. Where the application is submitted as soon as possible and no later than 5 working days after a written agreement has been entered into. (iii) A parallel approval of an existing standard product, with a processing time of 3-4 months, is invoiced for DKK 1.500 ex VAT per product.

4.3. Price other licenses. In case of request for Private Label products with the annotation of Asta & Allergy, Bra Miljöval or Ecocert, the costs for this annotation will be invoiced after completion of the application process with the authority.

4.4. Price label changes. Changes (i) of a minor nature, such as correction of telephone number or address, are invoiced at Dkk 250,- per label. For (ii) major changes, such as adding a barcode, QR code or replacing a logo, it is invoiced at Dkk 350,- per label. Soap Nordic has specified standard label sizes in the Label Guide. If the Customer (iii) chooses a label that is not standard, the additional costs will be invoiced. Labels will be purchased and stored in accordance with the Customer's expected forecast (VI). In the event of changes to the label, the remaining stock of labels will be invoiced at Dkk 0,5,- ex VAT per/piece.

4.5. Payment. The customer must pay all invoices for products, components or associated services no later than 30 days net, unless the parties have agreed otherwise in writing.

5. Late payment

5.1. Interest. If the Customer fails to pay an invoice for products, components or related services on time for reasons for which the Company is not responsible, the Company is entitled to interest on the overdue amount of 1,5% per started month from due date and until payment takes place.

5.2. Repeal. If the Customer fails to pay an overdue invoice for products, components or associated services no later than 14 days after receiving a written demand for payment from the Company, the Company has, in addition to interest according to section 5.1 the right to: (i) cancel the sale of the products, components and/or associated services to which the delayed payment relates, (ii) cancel the sale of products, components and/or associated services that have not yet been delivered to the customer, or require prepayment therefor, and/or (iii) exercise other default powers.

6. Offers, orders and order confirmations

6.1. Offer. The company's offer is valid for 30 days from the date the offer is received, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding on the Company, unless the Company informs the customer otherwise.

6.2. Order confirmations. Confirmations and rejections of orders must be in writing to bind the Company. Reservations are made for errors in automatically generated order confirmations, in the case of online ordering.

6.3. Change of orders. The customer cannot change a placed order for products, components or associated services without the Company's written acceptance.

6.4. Inconsistent terms. If the Company's confirmation of an order for products, components or associated services does not agree with the customer's order or the Terms and Conditions, and the customer does not wish to accept the inconsistent terms, the customer must notify the Company in writing no later than 2 working days after receiving the order confirmation. Otherwise, the customer is bound by the order confirmation.

7. Delivery

7.1. Delivery conditions in Denmark. Soap Nordic delivers all products and services sold. Soap Nordic will cover transport and logistics costs for orders over Dkk 5000 ex. VAT. For orders under Dkk 5000 ex. VAT, a freight fee and dangerous goods fee will be charged, where required by the authorities. Orders under Dkk 1000 ex. VAT will also be charged a handling fee of Dkk 400 ex. VAT.

7.2. Delivery conditions outside Denmark. Delivery to addresses outside Denmark will be post-invoiced once a month and is independent of the amount on the order.

7.3. Delivery time. The company delivers all sold products and associated services at the time stated in the company's order confirmation. Soap Nordic has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise. As a rule, the delivery time is 10-14 working days for “Private Label” and 1-3 working days for “Nordic Cleaner”. There may be longer delivery times in connection with closing days. For deliveries outside Denmark, the delivery time is 14-16 working days.

7.4. Extended delivery time. If the customer has chosen a special label size that deviates from the standard specified in the "Label instructions", the customer must expect an additional delivery time of 5 working days, in addition to the standard delivery time, which will appear in the Company's order confirmation.

7.5. Examination. The customer must examine all products, components and related services upon delivery. If the customer discovers any defects or deficiencies that the customer wishes to claim, it must be immediately notified in writing to Soap NordicIf a fault or defect that the customer discovers or should have discovered is not reported in writing to us immediately after delivery, Soap Nordic, it cannot be asserted later.

8. Delayed delivery

8.1. Notification. If Soap Nordic expects a delay in the delivery of products, components or related services, the Company will inform the customer of this and at the same time provide the reason for the delay and a new expected delivery time.

8.2. Cancellation. If Soap Nordic fails to deliver products, components or related services within 10 days of the agreed delivery time for reasons for which the customer is not responsible, and delivery does not occur within a reasonable period of at least 3 days, the customer may cancel the purchase of the product(s) affected by the delay without notice by written notice to Soap Nordic at kundeservice@soapnordic.com. The customer has no other rights in the event of delayed delivery.

9. Warranty

9.1. Warranty. Soap Nordic guarantees that the products have a shelf life of 12 months after delivery. It is also guaranteed that packaging components such as sprays, capsules and the like are functional for 12 months from delivery.

9.2. Exceptions. The company's warranty does not cover products, and hence their packaging components, which contain chlorine compounds. Here, the warranty and shelf life are 6 months after delivery. The company's warranty also does not cover products that are stored or otherwise used in violation of Soap Nordics instructions or common practice.

9.3. Message. If the customer discovers a fault or defect during the warranty period, which the customer wishes to claim, it must be notified to the Company in writing immediately. If an error or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later. The Customer must provide the Company with the information about a reported error or deficiency that the Company requests.

9.4. Examination. Within a reasonable time after the Company has received notice from the customer of a fault or defect and investigated the claim, the Company shall inform the customer whether the fault or defect is covered by warranty. Upon request, the Customer must send defective parts to the Company. The Customer bears the cost and risk of parts during transport to the Company. The company bears the cost and risk of parts in transit to the customer if the error or deficiency is covered by warranty.

9.5. Remedy. Within a reasonable time after the Company has given notice to the customer pursuant to section 9.4 that an error or deficiency is covered by warranty, the Company remedies the error or deficiency by: (i) replacing or repairing defective parts, or (ii) sending parts to the customer for the customer's own replacement or repair.

9.6. Cancellation. If Soap Nordic fails to attempt to remedy a defect or deficiency covered by warranty within a reasonable time after the Company has given notice to the customer pursuant to clause 9.4, for reasons for which the customer is not responsible, and the defect or deficiency is not remedied within a reasonable period of at least 30 days, the customer may cancel the order(s) affected by the defect or deficiency without notice by written notice to Soap NordicThe customer has no other rights in connection with errors or defects in products, packaging components or associated services than those expressly stated in clause 9.

10. Responsibility

10.1. Responsibility. Each party is responsible for its own actions and omissions according to applicable law with the limitations that follow from the Basic Agreement.

10.2. Product liability. Soap Nordic A/S is only liable for personal injury if it is proven that the injury is due to error or negligence committed by the seller or others for whom the seller is responsible.

10.3. Indirect losses. In no case is the company liable to the customer for indirect losses, including loss of production, time, sales, profit or other consequential economic losses.

10.4. Force majeure. Regardless of any contrary terms in the Basic Agreement, the Company is not liable to the customer for non-fulfilment of obligations that may be attributed to force majeure. The freedom from liability remains as long as force majeure persists. Circumstances that are beyond the Company's control and which the Company should not have foreseen when concluding the agreement are considered force majeure. Examples of force majeure are unusual natural conditions, war, terror, fire, flood, vandalism and labor disputes.

11. Intellectual Property Rights

11.1. Ownership. Full ownership of all intellectual property rights relating to products and related services, including patents, licenses, designs, trademarks and copyrights, belongs to Soap Nordic.

11.2. Violation. If delivered products infringe third-party intellectual property rights, the Company must, at its own expense: (i) ensure the customer's right to continue using the infringing products (ii) modify the infringing products so that they no longer infringe, (iii) replace the infringing products or components with non-infringing ones, or (iv) buy back the infringing products at the original net purchase price less 20% per years since delivery. The customer has no other rights in connection with infringement of third-party intellectual property rights by products or associated services.

12. Confidentiality

12.1. Disclosure and use. The customer must not pass on or use or enable others to use the Company's trade secrets or other information of any kind that is not publicly available.

12.2. Protection. The customer may not improperly obtain or attempt to obtain knowledge of or access to the Company's confidential information as described in section 12.1. The customer must handle and store the information properly to avoid it accidentally coming to the knowledge of others.

12.3. Duration. The customer's obligations according to section 12.1-12.2 apply during the parties' trade and without time limit after the end of the trade, regardless of the reason for the end.

13. Applicable law and venue

13.1. Applicable law. The parties' trade is in all respects subject to Danish law.

13.2. Venue. Any dispute that may arise in connection with the parties' trade must be settled by a Danish court.