Terms of Service

Applicability

1.1. These sale and delivery terms apply to all quotes, sales, and deliveries from ChemBria Aps (‘ChemBria’), unless we agree otherwise in writing. The buyer’s terms of purchase won’t apply unless ChemBria has agreed to them in writing.

1.2. Orders follow these general terms and any written agreements. Changes to these terms are only binding if agreed in writing. Orders depend on the acceptance of ChemBria’s suppliers.

1.3. ChemBria can change the specifications of its products.

Quotes

2.1. Our quotes are subject to change and are not binding unless explicitly stated otherwise or a specific acceptance period is provided.

2.2. Orders from customers are considered binding offers. Orders are only binding for us if we confirm them in writing within 30 days or if we fulfill them by shipping the goods within 30 days.

2.3. The legal relationship between the customer and us is governed exclusively by the written or text-based contract, including these terms and conditions. Verbal agreements made before the contract are not binding, and verbal understandings are replaced by the written contract, unless explicitly stated otherwise.

2.4. Amendments or changes to agreements, including these terms, must be made in writing or in text form to be valid.

2.5. Information we provide about the items (e.g., weights, dimensions, quantities, and functionality) and our item descriptions are approximations unless exact conformity is required for the contract’s purpose, and specific characteristics have been agreed upon. These descriptions are not guaranteed physical characteristics but general descriptions. Trade deviations and legal changes are permissible if they do not impair usability for the intended contract purpose.

Delivery

3.1. All goods are delivered at the prices valid on the shipping day. Prices provided in price lists and quotes can change without prior notice.

3.2. Unless agreed otherwise in writing, ChemBria will choose the most suitable shipping method.

3.3. The buyer bears the risk and cost of shipping. ChemBria will prepay the shipping cost and include it in the invoice.

3.4. Delivery dates are not guaranteed and depend on ChemBria’s subcontractors. Although ChemBria strives to meet delivery dates, it is not liable for delays, and the buyer cannot claim damages for postponed deliveries.

3.5. Shipping costs will be added to the invoice.

3.6. Delivery times are estimated from when all necessary order information is available.

 

Payment

4.1. Payment for deliveries of goods and services shall be made, at no cost to ChemBria, no later than the due date stated on the invoice. If payment is not made on time, we are entitled to charge interest on the amount due without notice or judicial demand.

4.2. If payment is made after the due date, the purchaser shall be liable to pay default interest on the overdue amount at a rate of 2% per month or part thereof.

4.3. The buyer shall not be entitled to offset against any counterclaims against ChemBria that have not been recognized in writing by ChemBria, and the buyer shall not be entitled to withhold any part of the purchase price on account of counterclaims of any kind.

Retention of Title

5.1. ChemBria retains ownership of the sold goods until the full purchase price, along with any additional costs, are paid in full to ChemBria.

5.2. If the goods undergo transformation or processing, the retention of title extends to cover the transformed or processed goods, corresponding to the value of the goods at the time of the sale.

Defects and Complaints

6.1. If the delivered goods do not match the order/delivery note or are damaged in a way that is not visible externally, the buyer must promptly notify ChemBria. Failure to do so, despite knowing or having reason to know about the defect, will prevent the buyer from later making claims based on that defect. For goods received with visible damage, the buyer should complain to the carrier. ChemBria will address all defects or damage as quickly and cost-effectively as possible, provided the above conditions are met.

6.2. If a defect is found in a product delivered by ChemBria within the warranty period, the buyer must return the product to ChemBria free of charge and by prior agreement, along with a delivery note stating the reason for the return. The product must be returned without any attached parts.

6.3. ChemBria will either remedy the defect or replace the goods at its discretion. If the defect is remedied, the buyer is not entitled to any further remedies for non-performance.

6.4. If the remedy or redelivery in accordance with clause 6.3 is not carried out within a reasonable timeframe, based on Danish law and these terms and conditions, the buyer may cancel the agreement, demand a price reduction, or claim compensation. However, the compensation claim may not exceed the purchase price of the goods sold, per clause 9.1, and may not include indirect losses, per clause 9.2.

6.5. The buyer’s right to make a claim under this clause 6 is contingent on fulfilling the agreed payment terms and provided the products have not been altered, repaired, or used incorrectly, and that installation and operating conditions conform to the provided instructions.

6.6. Upon delivery, the buyer must promptly examine the goods in accordance with proper business practices.

6.7. To invoke a defect, the buyer must notify ChemBria in writing and immediately send the product back after discovering or should have discovered the defect, as per clause 6.2.

6.8. Failure to notify ChemBria after discovering or should have discovered the defect will prevent the buyer from exercising remedies for non-performance. If ChemBria is not liable for the defect, ChemBria may claim compensation for unnecessary work and costs incurred due to the complaint.

Marketing

7.1. By accepting our terms and conditions of sale, the buyer agrees to receive marketing emails from ChemBria. These emails may include information about products directly marketed and sold by ChemBria, such as news, offers, sales, competitions, and events.

7.2. Withdrawing consent: If the buyer has agreed to receive marketing communications from ChemBria, they can withdraw this consent at any time. ChemBria provides an easy option to opt out of these communications with each email sent. Consent can also be withdrawn by contacting [[email protected]].

Product Liability

8.1 ChemBria’s liability for product-related injuries to individuals is governed by current mandatory legislation. Additionally, ChemBria is liable for product-related damage only if it can be proven that the damage was due to ChemBria’s fault or negligence. Liability for property damage is limited to DKK 100,000 per claim and is further subject to ChemBria’s product liability insurance, which is capped at DKK 2 million annually.

8.2 ChemBria is not liable for any damage caused by the goods if used in aircraft operations or offshore installations.

8.3 Under no circumstances will ChemBria be responsible for any operational losses, lost profits, or other indirect damages experienced by the buyer or third parties.

8.4 If ChemBria faces product liability claims from third parties, the buyer must indemnify ChemBria to the same extent that ChemBria’s liability is limited as per these rules. The same shall apply to the extent that the buyer or people associated with them have contributed to the damage or have increased its extent through fault or negligence.

8.5 If a third party seeks or reserves the right to seek damages from the buyer due to product damage, ChemBria must be notified immediately.

Limitation of Liability

9.1. Any claim for damages or a price reduction against ChemBria cannot exceed the purchase price of the sold goods.

9.2. ChemBria is not responsible for operational losses, loss of profits, or any other indirect losses related to the delivery, including those arising from delays or defects in the sold goods.

9.3. ChemBria reserves the right not to be held liable in case of resale to the USA and Canada.

Legal and Regulatory Requirements

10.1. It is the buyer’s responsibility to inform ChemBria of legal and regulatory requirements applicable to the goods sold. ChemBria cannot be held liable if the buyer has not informed ChemBria in writing.

Returns

11.1. Returns of correctly delivered goods are accepted only if agreed upon in advance, and only with carriage-paid return shipping and a 25% credit fee. Complaints must be filed within 8 days of delivery. Incorrectly delivered goods can be returned with prior agreement and at ChemBria’s expense. This does not apply to items that are not in stock and that are taken home specifically for an order, as well as custom-made products.

11.2. If goods are received damaged, complaints should be directed to the carrier, not ChemBria. Unless ChemBria is at fault, returns must be shipped carriage-paid, quoting the delivery note or invoice number, and in the original packaging.

11.3. Goods cannot have markings, stamps, or labels that prevent ChemBria from reselling them. Returns of customized goods are only accepted if the goods are defective.

11.4. A defect is not considered to exist if the buyer uses the goods incorrectly or inappropriately, including ignoring ChemBria’s guidelines for product use. Repairs or interventions by the buyer or a third party without ChemBria’s consent will not be considered a defect. Information from ChemBria or its suppliers about product use is for guidance only, and ChemBria is not responsible if the product doesn’t meet the buyer’s needs or intended use, unless ChemBria has provided an express written statement.

11.5. Supplier warranties are subject to the terms and conditions within those warranties. ChemBria offers a 1-year warranty as per B2B legislation. If the manufacturer provides an additional guarantee/warranty, this shall apply.

Force Majeure

12.1. In the event that delivery becomes impossible due to force majeure, ChemBria reserves the right, without prior notice, to indefinitely postpone or cancel the order, without being liable for damages. Force majeure includes events such as strikes, lock-outs, riots, revolutions, sieges, wars, epidemics, extraordinary government actions, transport and production difficulties, import and export bans, fires, bankruptcy of subcontractors, and other similar situations.

12.2. ChemBria shall have the right to suspend its obligations without incurring liability to the buyer if performance is hindered or made unreasonably difficult by circumstances beyond ChemBria’s control. These circumstances include, but are not limited to, industrial disputes, pandemics, fires, wars, mobilizations, requisitions, seizures, currency and import restrictions, IT system breakdowns, embargoes, riots, civil unrest, transportation shortages, general good shortages, motive power or electricity restrictions, utility shortages, and delays or shortages in deliveries from subcontractors or suppliers due to any of the aforementioned circumstances.

Disputes and Applicable Law

13.1. Any dispute arising in connection with the trade between ChemBria and the Customer shall be settled according to Danish law.

13.2. All disputes, disagreements, and claims arising directly or indirectly from the parties’ dealings, including the interpretation of these terms and conditions, shall, at ChemBria’s discretion, be brought before the Court of ….. as the court of first instance or submitted for final decision to the Danish Institute of Arbitration in Copenhagen. This shall be in accordance with the rules adopted by the Danish Institute of Arbitration applicable at the time the arbitration proceedings are initiated. The language used in this process shall be Danish.