General Conditions of Sale
The following General Conditions of Sale are issued by Covento A/S, a company duly existing and organized under the laws of Denmark, having its registered office at Hedeager 42, 8200 Aarhus N, Denmark, registered with the Commercial and Companies Registry of Denmark under number 43186655 (hereinafter “Covento”).
Covento may be contacted in case of questions regarding these General Conditions of Sale at email@example.com.
These General Conditions of Sale shall apply to purchases of Products (as defined below) on the Marketplace (as defined below).
All capitalized terms shall have the meaning given to them in this Article.
Affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with Covento.
Collection Account means IBAN: IE02CPAY99119968540468 as set out on the invoice.
Confidential Information means all non-public information or material disclosed or provided by Covento to the Buyer, in any form or media including orally or in writing, data, documents, strategy, relationships with third parties or any other form, relating to Covento or any Affiliate of Covento.
Defective Product(-s) means any Product(-s) which has a defect in materials or workmanship.
Extended Warranty means a warranty period longer than twelve (12) months as offered by a Supplier for a Product and mentioned on the Product Listing.
Force Majeure Event has the meaning given to it in Article 13.
General Conditions of Sale means these terms and conditions of sales applicable to all Products sold on the Marketplace.
Intellectual Property Rights means any intellectual property right, whether registered or not, including but not limited to trademarks, designs, patents, utility models, copyright, database, rights, data, website, domain names, corporate names, trade names, trade dress, service marks, software, firmware, trade secrets, know how, drawings, logos, plans, prototypes, processes, methods, algorithms, and any and all other intangible protectable proprietary information that is legally recognized.
Marketplace means the Covento ecommerce marketplace at www.covento.com.
Order confirmation means the confirmation that the order has been accepted and is being processed.
Product(s) means the product(s) offered for sale on the Marketplace.
Payee means Citibank Europe plc, a company incorporated in Ireland (with company number 132781) with its head office at 1 North Wall Quay, Dublin, Republic of Ireland, including its assignees or transferees (whether in whole or in part) from time to time.
Product Listing means each page on the Marketplace on which a Supplier has listed a Product for sale and which accordingly includes a sales offer regarding said Product containing for example information about Product pricing, Product specifications and Product images/videos.
Products Warranty means the warranty referred to in Article 8.
Purchase Order means the order of Products placed by a Buyer on the Marketplace.
Purchase Price means the price payable for the Product as specified by Covento on the Product Listing.
Supplier means the manufacturer or distributor of the Products.
Supplier Marketplace Profile means the Supplier profile on the Marketplace.
Warranty Period means the period during which Products are covered by the warranty in accordance with Article 8.
These General Conditions of Sale apply to all purchases of Products on the Marketplace.
These General Conditions of Sale prevail over any of the Buyer’s own general terms and conditions of purchase, which are deemed expressly rejected.
Buyer may purchase Products via the Marketplace.
Only Buyers with a verified Buyer Profile Account may purchase Products on the Marketplace.
The Buyer may purchase a Product on the Product Listing by submitting a Purchase Order via the Marketplace.
These General Conditions of Sale are accepted at enrolment and.each Purchase Orders will be subject to the General Conditions of Sale and the information included on the relevant Product Listing to which the Purchase Order relates. Such information may, amongst others, include:
- Product shelf life;
- Extended Warranty;
- Minimum order quantity;
- In-stock / time until Product is available; and
- Lead-time to delivery.
In case of contradiction between the information contained in the Product Listing and the General Conditions of Sale, the information in the Product Listing shall prevail (together the “Specific Conditions of Sale”).
A Purchase Order will only be considered as accepted once Covento has issued an Order Confirmation to the Buyer. If the Products ordered are in stock, and the Buyer orders a sufficient quantity of Products in light of the minimum order quantity requirements (if any), the Order Confirmation will automatically be sent to the Buyer.
5. Price and Payment
5.1 The Purchase Price indicated on the Product Listing shall be the full purchase price of the Product exclusive of VAT, taxes, duties and other charges or fees.
5.2 The Buyer may choose to pay the Purchase Price either 1) by payment of invoice issued by Covento or 2) directly on the Marketplace by using credit card. If Buyer decides to pay via invoice the conditions set out in Article 5.3 and 5.4 shall apply. If Buyer elects to pay with credit card, Covento will deduct the Purchase Price from the Buyer’s account at the time of issuance of the Order Confirmation.
5.3 The Buyer shall pay the Purchase Price to the Payee by making payment to the Collection Account no later than on the date set forth in the invoice issued by Covento. Late payments will be subject to interest charges at the rate of two percent (2%) per month. Clause 5.1, 5.2, 5.3 and Clause 20 are enforceable by the Payee under the Contracts (Rights of Third Parties) Act 1999. No other term of this agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by anyone who is not a party to this agreement. The Parties agree that they may terminate this agreement or vary any of its terms without the consent of any third party. However, they must obtain the prior written consent of the Payee if the termination or variation could adversely affect the rights of the Payee under Clause 5.1, 5.2, 5.3 or 20, and unless such prior written consent is provided by the Payee in its absolute discretion, no such amendment or termination shall be effective.
5.4. In addition to the right to charge interest in accordance with Clause 5.3, Covento shall have the right to terminate a Purchase Order without notice or to deter or discontinue further shipments until past due payments are made or satisfactory assurance of the Buyer’s financial responsibility is received by Covento, without prejudice to any damages or remedies Covento may be entitled to.
6.1 Covento shall issue an invoice to the Buyer.
6.2 The invoice shall include the date of the Order Confirmation, and the date by which Payment shall occur and shall specify that payment shall be made to the Collection Account. The invoice will be issued at the earliest when the Products have been duly delivered to Buyer.
7. Delivery, Transfer of Risk and Reservation of Title
7.1 Products will be delivered DAP INCOTERMS 2020 at the address indicated by the Buyer in the Purchase Order. The risk of loss or damage to the Products transfers to Buyer when the Products are made available to the Buyer upon delivery; unloading is at the Buyer’s risk.
7.2 Title to the Product will be transferred to the Buyer upon full payment of the Product. In case of return of a Product due to the replacement or reimburse of a Defective Product pursuant to Article 8, title will be transferred back to the Supplier upon receipt of such Product.
8.1 Covento warrants that the Products will be free from defects in materials or workmanship and will be conform to the description set forth in the Product Listing during the Warranty Period.
8.2 The Warranty Period shall be either:
- The longest of 12 months from purchase or the Extended Warranty;
- The shelf life of the Product, as indicated on the Product Listing, if it is shorter than the above.
- The expected lifetime of personnel protective equipment, tools and wear and tear parts, as indicated on the Product Listing, if this is shorter than the above.
(the "Warranty Period").
8.3 If the Buyer discovers within the Warranty Period that any purchased Product is a Defective Product, it shall notify Covento in writing of that fact including:
- Identification of the Defective Product, with name, identification number;
- date of purchase;
- date of delivery;
- date of discovery of the defect; and
- the nature of the defect, including a picture of the defect.
8.4 Covento shall as sole remedy and at Covento’s discretion either (i) repair or replace the Defective Product or (ii) reimburse the Purchase Price of the Defective Product. Repair or replacement of Defective Products is undertaken by the Supplier. The Buyer expressly agrees that the Supplier will be allowed to use refurbished parts in connection with the repair or replacement of Defective Products. Buyer shall provide Supplier with all necessary information in order for the Supplier to either repair or replace the Defective Product.
8.5 In case the remedy is replacement or reimbursement of the Defective Product, the Buyer will promptly, and in accordance with Covento’s instructions, send said Defective Product to the Supplier. The Supplier will cover the costs related to the return of the Products. Direction for returns will be specified by the Supplier in the return process.
8.6 In case a Supplier is forced to do a Product recall, Covento shall send all relevant information to the Buyer or facilitate the Product recall between the Supplier and the Buyer.
8.7 Covento will not be liable for Defective Products if:
- notice of the Defective Products is provided after the expiry of the Warranty Period;
- the defect arises because the Buyer failed to follow instructions as to the storage, installation, use, maintenance or (if any) good trade practices relating to the Products;
- the defect arises as a result of Covento following any drawing, design or specification supplied by the Buyer;
- the defect arises as a result of a Force Majeure Event, fair wear and tear, willful damage, negligence or abnormal operational conditions; or
- the Products were damaged by the Buyer’s continued use of the Defective Products after the notice of Defect required above has been given.
8.8 THE PRODUCTS WARRANTY IS PROVIDED TO THE EXCLUSION OF ALL OTHER WARRANTIES WHICH MAY BE APPLICABLE TO THE PRODUCTS, WHETHER EXPRESS OR IMPLIED. ALL IMPLIED WARRANTIES ARE EXPRESSLY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Product purchases are final, and Buyer shall not be allowed to return Products other than for the replacement or reimbursement of Defective Products in accordance with Article 9.
10. Intellectual Property
10.1 Intellectual Property Rights related to or contained in the Products and/or the Marketplace shall remain the sole property of Covento and/or the Supplier, hence, no Intellectual Property Rights shall be transferred to the Buyer. From and after the supply of the Products, the Buyer shall be granted a non-exclusive, royalty-free, and non-transferable (except as permitted herein) limited license (the License) to use any documentation delivered with the Products solely in connection with the purchase, operation, and use of the Products. No other licenses are granted.
10.2 Buyer may not and may not allow or cause any other person to translate, decompile, copy, reverse engineer, decrypt, reduce to source code form extract or disassemble the Products, parts thereof, documentation, firmware, software or other materials in connection with the purchase of Products except to the extent such restriction is prohibited by applicable law and such prohibition cannot otherwise be legally waived.
10.3 If an action is brought against the Buyer by a third party (not being an affiliate of the Buyer) claiming that the Buyer’s use of the Products constitutes an infringement of a third party’s Intellectual Property Rights, Covento shall be entitled to defend the Buyer, and if so decided Covento shall have the sole control over the defense of the claim, including the right and obligation to conduct and conclude negotiations for the settlement of the claim, and any litigation or arbitration which may arise from it.
10.4 Subject to Article 12, Covento will indemnify the Buyer for any costs, claims, expenses, liability or damage incurred by the Buyer as a result of such action brought by a third party (such action being decided upon in a court or agreed by Covento in an in or out of court settlement), but only if:
(a) the Buyer promptly notifies Covento;
(b) the Buyer takes no action or omission that impairs the Covento’ defense of the claim;
(c) the Product in questions has been used as intended, and
(d) the Buyer, upon Covento reasonable request and at Covento’ reasonable cost, cooperates with Covento in such defense.
11.1 Covento may terminate one or more Purchase Orders by written notice to the Buyer upon the occurrence of any of the following:
- Buyer’s failure to pay any amount due, if the amount is not paid within ten (10) days of receiving a written notice from Covento; or
- the dissolution, bankruptcy, liquidation, insolvency or similar event of the Buyer.
11.2 In case of termination the Buyer shall return any and all Products that the Buyer have not yet paid for in full to Covento within fourteen (14) days from the written notice from Covento.
11.3 The exercise of the right of Covento to terminate one or more Purchase Orders, as provided herein, does not preclude Covento from exercising other remedies that are provided herein or are available at law or in equity. Except as otherwise set forth in these Conditions of Sale, remedies are cumulative, and the exercise of, or failure to exercise, one or more of them by Covento will not limit or preclude its rights to exercise, or constitute a waiver of, other remedies.
11.4 In case of late delivery of a Product compared to the delivery date mentioned on the Order Confirmation, Buyer will only be allowed to terminate the Purchase Order for said Product if the delay is longer than one (1) week. All other Products from the same Purchase Order which are not affected by the delay shall be paid by the Buyer in accordance with the relevant Order Confirmation and invoice.
12. Limitation of Liability
12.1 COVENTO WILL NOT BE LIABLE TOWARDS THE BUYER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, FOR ANY LOSS OF PROFIT, LOSS OF PRODUCTION OR FOR ANY INDIRECT OR CONSEQUENTIAL LOSS ARISING UNDER OR IN CONNECTION WITH THESE CONDITIONS OF SALE OR THE SALE OF PRODUCTS.
12.2 COVENTO’S TOTAL LIABILITY TO THE BUYER IN RESPECT OF ALL CLAIMS, LOSSES OR DAMAGES, WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, PRODUCT LIABILITY, PRODUCT INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED, FOR EACH PRODUCT GIVING RAISE TO A CLAIM, A TOTAL AMOUNT EQUIVALENT TO ONE HUNDRED PERCENT (100%) OF THE PURCHASE PRICE FOR THAT PRODUCT EITHER PAID OR DUE IF THE PRODUCT HAS BEEN SENT TO THE BUYER BUT NOT YET PAID.
12.3 Nothing in these Conditions of Sale will limit or exclude Covento’s liability for:
(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b) gross negligence or willful misconduct ; or
(c) fraud or fraudulent misrepresentation.
13. Force Majeure
13.1 “Force Majeure Event” means an event reasonably unforeseeable at the time of the Purchase Order, beyond the control of Covento and which could not have been reasonably prevented, avoided or removed including, but no limited to, fire, flood, war, embargo, strike, pandemic, riot, act of God, act of government authorities, laws or regulations.
13.2 Covento will not be liable to the Buyer for any delay or failure in performing its obligations if a Force Majeure Event occurs.
13.3 If the Force Majeure Event prevents Covento from supplying the Products for more than thirty (30) days, either Party may terminate the affected Purchase Order by giving written notice to the other Party.
14. Compliance with law
14.1 The Buyer shall comply with all applicable laws and in particular export regulations and indemnify Covento for any breach thereof.
14.2 Covento does not assume the risk for delay, damage or any other loss arising out of national or international regulations relating to the supply of the Products, or foreign trade legislation, embargos and/or other sanctions or export controls.
15. Anticorruption law
15.1 The Buyer shall comply with and abide the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, and all other applicable national and local anti-bribery laws (collectively, the "Anti-Bribery Laws").
15.2 The Buyer represents and warrants that no person acting on its behalf will offer, promise, make, accept, solicit, authorize or provide, directly or indirectly, payments, gifts or anything of value to any person, legal or natural (or to any intermediary of such person) for the purpose of corruptly or improperly influencing or rewarding any action, inaction or decision of such person, or for the purpose of obtaining or retaining business or obtaining an improper business advantage.
15.3 This representation and warranty extends to bribery of government officials or employees (including employees of government-owned or controlled corporations or organizations) and to bribery of individuals or entities in the private sector. In addition, this declaration and warranty extends to payments, even nominal, to public officials to expedite or secure the performance of routine, non-discretionary functions.
15.4 Covento shall perform a sanctions check on all Buyers upon their request to enroll on the Marketplace.
15.5 Covento may immediately terminate any Purchase Order, at its sole discretion and without notice, if the Buyer’s acts or omissions are under investigation for potential violation of the Anti-Bribery Laws. In addition, the Buyer understands that if Covento determines that the former has failed to comply with the provisions of any applicable law, including the Anti-Bribery Laws, Covento may immediately terminate this relationship, and cancel all open Purchase Orders, at its sole discretion and without notice.
16.1 If the Buyer gains knowledge of Confidential Information in the course of the purchase or use of Products, it will take all reasonable measures to avoid disclosing any such Confidential Information. The Buyer shall: (i) treat as confidential, and preserve the confidentiality of all Confidential Information and not disclose it to any third party; (ii) use the Confidential Information solely for the purpose of or as described in these Conditions of Sale.
16.2 The obligation with respect to Confidential Information will not apply to any information that: (i) is already in, or had entered the public domain prior to its disclosure or after it, otherwise than through the fault of the Buyer; (ii) is already known or available to the Buyer at the date of receipt of Confidential Information, as evidence by written records of the Buyer; (iii) is lawfully obtained by the Buyer from third parties, with full right of disclosure, as evidenced by written records of the Buyer.
16.3 This Article 16 will survive the termination of the Purchase Order and remain in force for a period of five (5) years from the date of termination.
17. Modification to these General Conditions of Sale
Covento shall be free to make any changes to these General Conditions of Sale as it sees fit. Covento shall warn Buyers and Suppliers of changes to the General Conditions of Sales in advance. The latest version shall apply.
If any provision of to these General Conditions of Sale is held illegal, invalid or unenforceable in whole or in part in any jurisdiction, this shall not affect the validity or enforceability in that jurisdiction of any other provision or the validity or enforceability of that provision or any other provision in any other jurisdiction.
19. Dispute and choice of law
Except for Clause 5.1, 5.2 5.3 and Clause 20, these General Conditions of Sale and any non-contractual obligations arising out of or in connection with it, will be governed by, interpreted and construed exclusively in accordance with Danish law (however expressly excluding in full the United Nations’ Convention on the International Sales of Goods “CISG”).
Any dispute arising out of or in connection with these General Conditions of Sale other than Clause 5.3 and Clause 20, including any disputes regarding the negotiation, existence, validity or termination thereof, which is not settled by negotiation within thirty (30) days of the first notification of the dispute, (or such longer period as the parties may agree), shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
The place of arbitration shall be copenhagen, Denmark. The arbitral tribunal shall be composed of three (3) arbitrators. The arbitrators shall be appointed in accordance with the above arbitration rules. The language of the arbitration shall be English, unless otherwise agreed between the Parties. Any information and material relating to the arbitration and all aspects of the arbitration, including but not limited to its existence and the award, shall be treated as Confidential Information under these Conditions of Sale.
20. Dispute and English choice of law
Clauses 5.1, 5.2 5.3, this Clause 20, and any non-contractual obligations arising out of or in connection therewith shall be governed by, construed, and take effect in accordance with English law.
The Parties irrevocably agree that the courts of England and Wales have non-exclusive jurisdiction to:
(i) determine any claim, dispute or difference arising under or in connection with Clauses 5.1, 5.2, 5.3 and this Clause 20 or in connection with the negotiation, existence, legal validity, enforceability or termination of Clauses 5.1, 5.2, 5.3 and this Clause 20, whether the alleged liability shall arise under the law of England and Wales or under the law of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts ("Proceedings");
(ii). grant interim remedies, or other provisional or protective relief;
and each of the Parties agrees to submit to the jurisdiction of such courts. Accordingly any Proceedings, interim remedies, or other provisional or protective relief may be brought against the parties or any of them or any of their respective assets in such courts.
For the avoidance of doubt, nothing in this Clause 20 shall limit the right of each Party, the Payee or any third party to commence Proceedings or pursue interim remedies, or other provisional or protective relief in any other court of competent jurisdiction outside England and Wales and each of the Parties agrees to submit to the jurisdiction of such other court.