Terms of Use
This page describes our legal agreement with you (our "Agreement"), which Agreement shall govern your use of this website and any services or content contained herein.
Notice – read before browsing the Garia website
By using, accessing, visiting, viewing or downloading materials from the Garia website at www.garia.com and/or using any services located on or related thereto, you signify your acceptance of these and all other terms and conditions included herein, including www.Garia.com privacy policy. Carefully read all such terms and conditions before accessing www.Garia.com
general
Access to Garia.com and any and all services located thereon or related thereto, (the "Garia") is licensed (not sold) to you, and Garia owns all copyright, trade secret, patent and other proprietary rights in the Garia Website, including all content contained therein.
license
Subject to these terms and conditions and all applicable laws and regulations, Garia hereby grants you a limited, non-exclusive, non-transferable, revocable, non-sublicenseable personal license to download, access, view, use and display the Garia Website and the text, graphics, content, information, audio, video and other services contained therein (collectively, the "Materials"), which Garia makes available to you from time to time on the terms and conditions set forth in this Agreement. This authorization is not a transfer of title to the Garia Website or the Materials contained therein, and any downloading, modification, reproduction, copying or redistribution for commercial purposes of any information or Materials or design elements of the Garia website is strictly prohibited without the prior written consent of Garia. Requests for permission to reproduce any information contained on the Garia Website should be addressed to Garia at [email protected].
Notwithstanding the above, Garia authorizes you to make one (1) electronic or paper copy of the information posted on any page of the Garia Website, provided that such copy is used solely for non-commercial, personal purposes, and further provided that any such copy remains protected by all copyright, trademarks and other proprietary notices and legends contained on the Garia Website.
This license does not include the right to modify the Garia Website, or any portion thereof, in any way. Any resale or commercial use of the Garia Website or its contents; any collection and use of any product or service listings, descriptions, or prices; any derivative use of the GariaWebsite or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction rules is strictly prohibited.
You hereby agree to all additional restrictions displayed on the Garia Website as it may be updated by Garia, in its sole discretion and without any notice, from time to time. You hereby agree to use the Garia Website for lawful purposes only and shall not post or transmit any information or material which in any way infringes or violates the rights of others or which is unlawful, defamatory, threatening, invasive of privacy or publicity, obscene, harassing or otherwise objectionable.
ip address
By accessing the Garia Website you have made your IP address public and, accordingly, you should take appropriate measures (such as a firewall) to safeguard your hardware and data from attack or unauthorized access by third parties. You expressly release Garia, its affiliated companies and their respective officers, directors, owners, employees, consultants, agents, affiliates, website information providers, licensors and licensees from any claim or loss you may suffer as a result of any third party access to your hardware or data.
unsolicited information
You hereby agree that any unsolicited information or material sent to Garia via the Garia Website will be deemed not to be confidential or proprietary. By submitting information and material to or via the Garia Website, you thereby grant to Garia (or warrant that the owner of such information and material has expressly granted to Garia) a royalty-free, perpetual, irrevocable, unrestricted, right and license to use, reproduce, display, perform, modify, adapt, publish, translate, transmit and distribute or otherwise make available to others such information and material (in whole or in part and for any purpose) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed. You also agree that Garia is free to use any ideas, concepts, know-how or techniques that you send to Garia via the a Garia Website for any purpose.
You shall not provide any information or materials to Garia that are defamatory, threatening, obscene, harassing, in violation of any law, governmental requirements or otherwise unlawful, or that incorporate the proprietary information or materials of another person or entity. If you provide any such information, you hereby agree that you are solely responsible and liable for any damages or other harm resulting from such submission.
You shall not upload, post or otherwise make available on the Garia Website any information and material protected by copyright, trademark or other proprietary right without the express written permission of the owner of such right(s). You shall be solely liable for any damages resulting from any infringement of copyright, proprietary rights, or any other harm resulting from such a submission.
indemnification
You agree to indemnify, defend and hold harmless Garia, Garia's affiliated companies, and all of their respective officers, directors, owners, employees, consultants, agents, affiliates, website information providers, licensors and licensees (collectively, "Indemnified Parties") from and against any and all liability and costs including, without limitation, attorneys' fees and costs, incurred by the Indemnified Parties in connection with any claim arising out of (i) any breach by you of these Terms of Use or (ii) your access or use of the Garia Website, including your uploading, distribution or transmission of any material or content.
disclaimer
You expressly agree that your use of the Garia Website is at your sole risk. The site, materials, and related communications made available on the Garia website are provided "as is" without any representations or warranties of any kind, express or implied, including, but not limited to, warranties of merchantability, non-infringement, or fitness for a particular purpose. Garia does not warrant the accuracy or completeness of the materials displayed or distributed on the Garia website, including but not limited to the reliability of any advice, statement, advertisement or other information displayed on, or distributed through, the Garia website. You acknowledge by the access or use of the Garia website that any reliance on any such materials, advice, statement, advertisement or information shall be at your sole risk.
Garia hereby disclaims any warranties for the security or reliability of the materials displayed on, or through, the Garia website. Garia does not assume any responsibility, and shall not be liable for any damage to, or viruses or other harmful components that may infect your computer equipment or other property on account of your access to, use, or browsing of the Garia website (including any bulletin board or interactive portions thereof, if any) or your downloading of any materials from the Garia website.
The materials included on the Garia website may contain inaccuracies and errors. Garia reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the Garia website. Garia may make changes to the Garia website, the materials, products, programs, services and prices (if any) included on the Garia website at any time without prior notice.
limitation of liability
Your use and browsing of the Garia website is at your sole and exclusive risk. If you are dissatisfied with any of the materials, products or services contained on the Garia website, or with any of these terms and conditions, your sole and exclusive remedy is to discontinue accessing and using the Garia website.
Under no circumstances will Garia or its suppliers or other third parties mentioned on, or involved in creating, producing, or delivering this website be liable to you or any third party for any direct, incidental or consequential damages (including, without limitation, indirect, special, punitive or exemplary damages for loss of business, loss of profits, business interruption or loss of business information or data) arising out of your access to, use of, inability to use or the results of use of the Garia website or the materials contained thereon, any web sites linked to this website, or any materials contained at any or all such sites (including but not limited to those caused by or resulting from a failure of performance, error, omission, linking to other web sites, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, or destruction, unauthorized access to, alteration of, or use of any computer or system), whether based on warranty, contract, tort, negligence, strict liability or any other legal theory and whether or not Garia was advised of the possibility of such damages.
termination
This Agreement and all licenses granted hereunder shall terminate automatically and without notice if you (a) engage in conduct that Garia, in its sole discretion, considers unacceptable, (b) fail to comply with any term or condition of this Agreement or (c) engage in conduct that Garia believes, in its sole discretion, is harmful to Garia or other Garia Website users; provided, however, that all provisions relating to disclaimers, limitations of liability, copyright, trademarks and any other proprietary rights of Garia shall survive any termination of this Agreement. Upon such termination you agree to destroy all information, materials and documentation relating to the Garia Website and erase all copies residing on computer equipment.
modifications
All content contained herein is subject to change without notice. Garia reserves the right to change or modify the terms and conditions applicable to the Garia Website at any time and without prior notice. Such changes, modifications, additions, or deletions to the terms and conditions of use shall be effective immediately. Any use of the Garia Website after any such change or modification shall be deemed to constitute acceptance by you of such changes, modifications, additions or deletions. Garia may terminate, change, suspend or discontinue any part of the Garia Website, including the availability of any features or functions, at any time.
trademarks
All rights in the product names, company names, trademarks, trade names, website layout and design, logos, product packaging and designs of Garia or its products or web sites ("Protected Marks"), whether or not appearing in large print or with the trademark symbol, belong exclusively to Garia and are protected under national and international trademark and copyright laws. Users are not permitted to use any of the Protected Marks without the prior express written consent of the owner of any such mark.
construction; jurisdiction
In the event that any part of this Agreement is found to be unenforceable, the remainder will continue in effect, to the extent consistent with the intent of the Agreement. This Agreement is made under and will be governed by and construed in accordance with the laws of Denmark (except that body of law controlling conflict of laws). You hereby exclusively submit to the personal jurisdiction of the Copenhagen City Court. You may not assign this Agreement to a third party. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement, including any other terms and conditions included on the Garia Website, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. The section headings used herein are for convenience only and shall not affect the interpretation of these Terms of Use.
COOKIES AND TRACKING TECHNOLOGY
Cookies are pieces of information transferred to your hard drive when you visit the Garia Website that automatically identify your browser to our server whenever you interact therewith. A cookie cannot read data off your hard disk or read cookie files created by other websites. Garia collects and maintains statistics, including IP addresses, about visitors to the Garia Website. Garia may also use IP addresses to more clearly determine how visitors travel to, through and among the Garia Website to help improve various components, including flow and content. Garia will not be share such statistics with third parties.
Most browsers are initially set to accept cookies but can be configured to refuse cookies or warn you before cookies are placed on your computer. If you refuse cookies, you may not be able to take full advantage of the Garia Website. You do not need to have cookies turned on, however, to use the Garia Website.
OPT-OUT
If we ever send you information by email concerning Garia or its activities, we will provide you with an email address by which you may request no future notices. You can also opt-out of receiving communications from us at any time by sending us an email at [email protected].
HOW YOU CAN CORRECT OR REMOVE INFORMATION
If you have submitted personal information through the Garia Website and would like that information deleted from our records or would like to update or correct that information, please contact us by email at [email protected].
LINKS TO THIRD PARTY SITES
The Garia Website may contain links to websites operated and maintained by third parties, over which we have no control. Privacy policies on such linked sites may be different from this Privacy Policy. As we cannot be responsible for the content or privacy policies employed by other sites, we strongly encourage you to review the privacy policies of these websites before disclosing any personal information.
CHANGES TO THIS PRIVACY POLICY
We reserve the right, at any time and without any notice, to add to, change, update or modify this Privacy Policy, simply by posting such changed, updated or modified Privacy Policy on the Garia Website. Any such change, update or modification will be effective immediately upon posting on the Garia Website. We encourage you to periodically review this Privacy Policy in order to keep apprised of our current privacy practices.
QUESTIONS OR SUGGESTIONS
If you have any questions or concerns about this Privacy Policy or our collection, use or disclosure of your personal information, please contact us by email at [email protected].
GENERAL TERMS OF SALE AND DELIVERY
Garia ApS (CVR 31583136) & GARIA INC. (EMPLOYER IDENTIFICATION NUMBER: 26-4370647)
1 PREAMBLE
1.1 APPLICABILITY.
These General Terms of Sale and Delivery (“General Terms”) are applicable to all sales and deliveries from Garia ApS (the “Seller”) and to the exclusion of all terms and conditions of the buyer (the “Buyer”) that are incompatible with, depart from or are in addition to these General Terms, unless expressly agreed to in writing by Seller.
2 PURCHASE ORDERS AND ORDER CONFIRMATIONS
2.1 OFFERS.
All offers made by the Seller are open for acceptance within 30 calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the products offered.
2.2 PURCHASE ORDERS.
The Buyer may order the products, spare parts and related services by issuing written purchase orders (“Purchase Orders”) to the Seller. Such Purchase Orders shall as a minimum include i) order number, ii) the type and quantity of the products to be purchased, iii) the requested delivery place and delivery date(s), and iv) any other special information or requests required by these General Terms. No Purchase Order shall be binding on the Seller unless and until confirmed by the Seller in writing in accordance with clause 2.3, below.
2.3 ORDER CONFIRMATIONS.
Upon receipt of a Purchase Order from the Buyer or after discussions between the Buyer and the Seller, the Seller will send to the Buyer an order confirmation (“Order Confirmation”) in writing. The Buyer is requested to sign the Order Confirmation and return it to the Seller for signature. A copy of the duly signed Order Confirmation by both parties will then be sent to the Buyer. A binding contract shall be deemed to have been entered into only when the Buyer and the Seller have both signed the Order Confirmation.
2.4 AMENDMENTS TO ORDER CONFIRMATIONS.
Any modifications or amendments to the Order Confirmations shall be made in writing and be signed by both parties in accordance with clause 2.3, above.
3 PRICE AND PAYMENT TERMS
3.1 PRICE.
The prices for the products and related services shall be those set forth in the duly signed Order Confirmation. All prices shall be in the currency stated on the invoice and are exclusive of VAT, taxes, duties and other charges and fees. If by no fault of the Seller or the Seller’s subcontractors, the Seller is delayed in the delivery of the product, the Seller shall be entitled to increase the price to reflect any actual costs incurred because of the delay. Furthermore, the Seller is entitled to adjust the price due to any changes in indirect taxes, rates of duty, rates of exchange, etc.
3.2 PAYMENT TERMS.
Payment for the products and services shall be made by Buyer in accordance with the payment schedule in the Order Confirmation without off-set or counterclaims, unless another payment term is expressly stated otherwise in the Order Confirmation. If required by the Seller, the formation of any contract between the Seller and the Buyer shall be subject to the Buyer providing advance payment or an appropriate security (form, content and issuer to the satisfaction of the Seller) for the full and timely payment of the purchase price. Thereafter the Buyer shall supplement such security as the Seller may reasonably request from time to time.
3.3 LATE PAYMENT.
In case of the Buyer’s delay with payment the Seller is entitled to charge interest at the rate of 2% of the invoiced amount per each beginning month. This shall be in addition to, and not in limitation of, any other rights or remedies to which the Seller is or may be entitled at law or in equity.
3.4 TITLE TO THE PRODUCTS.
If delivery is made without full payment, for whatever reason, the title to the product(s) delivered shall remain with the Seller to the fullest extent possible pursuant to Danish law until total and final payment has been made, including any interest and/or expenses.
4 DELIVERY TERMS AND LATE DELIVERY
4.1 DELIVERY TERMS.
Delivery is ex works (INCOTERMS EXW) the Seller’s address.
4.2 DELAY.
Any agreed delivery time is an estimated time of delivery and delivery on an exact date is not guaranteed. The Seller is not responsible or liable for any delays unless caused by the Seller’s gross negligence or willful misconduct. Delivery is always subject to availability of the product. Delivery is subject to full and timely payment of the purchase price unless a written agreement to the contrary has been made.
5 ACCEPTANCE OF PRODUCTS
5.1 INSPECTION.
Upon receipt of the product(s) the Buyer is obliged to thoroughly inspect the product(s) immediately upon arrival while courier is present. Any notice of a claimed defect shall be made in writing with a detailed description of the claimed defect and handed to the courier and Garia immediately and before the currier leaves. If this procedure is not followed this shall be considered a waiver of the Buyer’s right to have the defect remedied.
5.2 RIGHT OF RETURN.
Unless agreed upon in advance in writing the Seller gives no right of return on sold products.
6 WARRANTIES
6.1 SALE AND DELIVERY TO CONSUMERS.
A buyer, who is a consumer, has certain minimum statutory rights regarding defective products, product liability, delay and remedies for breach of contract. These rights shall not be affected by the following terms.
6.2 SELLER’S WARRANTIES.
The Seller will deliver the product(s) to the Buyer as specified in the Order Confirmation and the product(s) will be free from defects in design, materials and workmanship under normal use. This shall also extent to any repairs or replacements of defective parts during the warranty period (in Danish: Reklamationsperioden), cf. just below. The warranty does not cover damage resulting from
i) ordinary wear and tear,
ii) unintended use, misuse, negligent handling, storage and/or installation, lack of reasonable maintenance and care, accident or abuse by anyone other than the Seller.
6.3 WARRANTY PERIOD.
The warranty period is as listed in the Garia warranty terms at garia.com. The warranty period for repairs or replacement parts is 12 months from the date of repair or replacement, however, in no case longer than 24 months from the delivery of the original item replaced.
6.4 BUYER’S REMEDIES IN CASE OF DEFECTS.
With respect to products which do not conform to the warranty the Seller’s shall, during the warranty period, at the Seller’s option i) repair, ii) replace, or iii) refund the purchase price for such product(s) less a reasonable amount for usage. This is the Buyer’s sole and exclusive remedy for the product which does not meet the mechanical specification or any other specification in the Order Confirmation, provided that the product(s) in question is returned to the Seller along with written, detailed description of the claimed defect promptly after the appearance hereof and in no case later than 14 calendar days after the Buyer discovered or ought to have discovered the claimed defect.
6.5 SHIPMENT OF DEFECTIVE, REPAIRED AND REPLACED PRODUCTS.
Unless otherwise specified, the Buyer shall bear the cost and risk of loss of or damage to defective products in shipment to the Seller and in shipment to the Buyer of repaired or replaced products. Any defective parts which are replaced by the Seller shall thereupon become the Seller’s property.
6.6 THE SELLER MAKES NO
OTHER WARRANTIES EXCEPT THOSE EXPLICITLY CONTAINED HEREIN AND IN THE ORDER CONFIRMATION. THE SELLER DISCLAIMS ANY IMPLIED WARRANTIES, WHETHER OF MECHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE TO THE EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW.
7 LIABILITY
7.1 LIABILITY.
The Buyer’s sole and exclusive remedies for delays in delivery of the product, defective products and all other breaches of the Seller’s obligations are as stated herein. If the Seller incurs liability towards a third party that exceeds the limitations contained herein, the Buyer shall indemnify the Seller to the extent that the liability of the Seller is limited herein.
7.2 INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR LOSSES.
The Seller is under no circumstances liable for indirect, special, consequential or incidental damages or losses, including but not limited to operating losses, loss of profits, loss of time, whether claimed in contract, warranty, product liability, tort (including negligence) or otherwise.
7.3 LIMITATION OF LIABILITY.
Notwithstanding anything to the contrary in these General Terms, the Seller’s liability for direct damage resulting from the Seller’s breach of an essential contractual obligation shall under no circumstances exceed 100% of the invoice value for products giving rise to such claim irrespective of the nature of the claim, whether in contract, product liability, tort, warranty or otherwise.
7.4 PRODUCT LIABILITY.
Subject to clause 6.1 of these General Terms, the Seller shall only be liable for damage to property and personal injuries (product liability) caused as a consequence of defects in the products delivered to the extent that it is documented that such defect arose due to the Seller’s errors or omissions that could not have been prevented by the Buyer’s inspection. If the Seller incurs product liability towards a third party, the Buyer shall indemnify the Seller to the extent that the liability of the Seller is limited herein.
7.5 PRODUCT LIABILITY INSURANCE.
The Seller is not in any event liable for any product liability claimed by the Buyer or a third party save as covered under the Seller’s product liability insurance policy.
8 CONFIDENTIALITY
8.1 CONFIDENTIALITY OBLIGATION.
The parties must ensure that any kind of know-how, trade secrets or other information of confidential nature of which a party has obtained knowledge as a consequence of any sale and delivery and which is not already party of the public domain shall remain confidential and this may only be utilised by the receiving party to fulfil its obligations in accordance with these General Terms and any Order Confirmation.
9 RESERVATIONS AND INFORMATION
9.1 ILLUSTRATIONS, SPECIFICATIONS AND DATA.
Any illustrations, specifications and data in the Seller’s catalogue and other printed material are subject to alteration and the Seller reserves the right to make changes without prior notice.
9.2 NO WARRANTY.
Any descriptive data found in any advertisement, catalogue, brochure, circular or the like are approximate only. They shall not be considered as any warranty or legal obligation of the Seller unless specifically included in the Order Confirmation as such.
9.3 PROPERTY OF THE SELLER.
All illustrations, drawings and technical documentation relating to the products or its manufacture shall remain the property of the Seller.
10 RESTRICTION ON USE
10.1 MODIFICATIONS.
The Buyer may not modify or alter the product(s), or have the product(s) modified or altered on its behalf, without the prior written consent and approval of the Seller, including but not limited to the fitting of any equipment, accessories or replacement parts not expressly approved for use with such product, or not fully equivalent in specifications and quality to equipment or replacement parts so approved by the Seller.
10.2 INTELLECTUAL PROPERTY.
The Seller, or Seller’s licensors, shall retain full title and rights to all intellectual property rights related to the product(s) and services, including designs, trademarks and patents. Neither the sale of a product nor these General Terms shall be construed as conferring any right or license to the Buyer except from what follows from the purchase of the individual product pursuant to applicable law. The Buyer must comply with any and all instructions from the Seller in terms of use and placement of proprietary notices, etc.
11 MISCELLANEOUS
11.1 FORCE MAJEURE.
The Seller shall have no liability for failure in performance of the Seller’s obligations, when such failure in performance result from force majeure, including war, riots, terrorism, civil disorder, government or local authority intervention, strike, blockade or lockout with the Seller or the Seller’s contractors, regardless of the reason, embargo on exports or imports, natural disaster or adverse weather conditions, fire, failure of machinery, labour shortage, scarcity of raw materials or energy or other events beyond the reasonable control of the Seller that prevents the Seller from performing its obligations.
11.2 GOVERNING LAW.
These General Terms and all Order Confirmations entered into between the Buyer and the Seller shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions.
11.3 DISPUTE RESOLUTION.
Unless explicitly agreed otherwise in writing, any disputes between the parties, which cannot be solved amicably, shall be settled exclusively before the competent courts of Denmark.
11.4 INDEPENDENT CONTRACTORS.
The parties are independent contractors. Nothing in these General Terms shall be construed as creating a joint venture, partnership, or any other form of joint enterprise between the parties. Neither party has any rights or authority, without the other party’s prior written approval, to bind or commit the other party in any way.
11.5 NO WAIVER.
Failure to enforce any provision of these General Terms or any Order Confirmation shall not constitute a waiver of such provision.
11.6 SEVERABILITY.
If any part of these General Terms is found to be unenforceable, the rest of the General Terms shall remain in effect.