11. TERMINATION AND SUSPENSION
11.1. All amounts owed by the Buyer by virtue of the Contract shall become immediately due and payable in the event of (a) suspension of payment or bankruptcy of the Buyer or if the Buyer applies for his own bankruptcy, (b) dissolution of the Buyer’s company, (c) (a decision of the Buyer to) discontinue or transfer his company in full or in part, (d) an attachment being imposed on a significant part of the Buyer’s assets, (e) the Buyer failing to meet any contractual obligation to the Vendor in full or in part, also after receiving written notice of default, (f) failing to remit payment on time more than twice in a period of 4 months. In the cases set out above the Vendor shall be authorized to dissolve all Contracts with the Buyer with immediate effect in full or in part by means of a written notification to that effect, without a duty to provide any form of compensation, if the Buyer fails to furnish, within 3 calendar days of a request to that effect from the Vendor, security for all amounts that he owes and will owe in the future, without prejudice to the Vendor’s other rights.
11.2. In the event that the Buyer fails to comply with his obligations pursuant to a Contract into
which he has entered, or fails to do so properly or on time, if there are grounds to fear that this
will occur, the Vendor shall be entitled to suspend the Contract concerned without the need to
give notice of default or for judicial intervention, and it shall not have a duty to provide any form
11.3. Any claim on the part of the Vendor pertaining to a part of a Contract which has already been executed, or harm suffered as a result of its suspension or termination, which shall be deemed to include loss of profit, shall fall due with immediate effect.
11.4. In case the Buyer annuls the Contract, the Vendor is entitled to charge the expenses, damages ad lost profit and, to the Vendor’s own choice and depending on the already performed supplies, 30% to 100% of the contract price.
12. PAYMENT DISCOUNT
12.1. If the Vendor grants the Buyer a payment discount, that discount shall be a maximum of 1% of the net invoice value and subject to the condition that payment is received by the Vendor within fourteen days of the invoice date. The discount will be calculated over the final amount of the relevant invoice, not including freight and insurance costs and turnover tax and any deposits. The period of fourteen days will not be extended with viewing days.
13. RETENTION OF TITLE
13.1. Upon until the Buyer’s full and final settlement of the amounts owed to the Vendor in relation to this Contract or any other, entered into between the parties (including any collection costs and interest, as well as any amount payable due to the Buyer’s failure to comply with his obligations pursuant to this Contract or any other), the Vendor shall retain the ownership of all goods he has delivered as security for the payment of all amounts owed to him, without exception. Until title to the goods passes to the Buyer, he shall not be permitted to sell, lend, pledge, mortgage or otherwise encumber them or rent or lease them or allow them to leave his company in any manner or under any title other than as part of its normal business operations, the purpose of which is to sell the delivered goods, in which case he shall be entitled to sell them if and insofar as the Buyer stipulates cash payment, adequate security or a retention of title in respect of his customers. This right to sell the goods shall however be null and void if the Vendor denies that right to the Buyer upon expiry of a payment term, or if the Buyer is declared bankrupt or applies for suspension of payment.
13.2. In the case of late payment the Vendor shall be entitled to repossess the goods to which he has retained ownership, and the Buyer shall cooperate with this in full. In cases of late payment the Buyer shall further be obliged to furnish additional security to the Vendor on demand.
14. INTELLECTUAL PROPERTY RIGHTS
14.1. The Vendor reserves all of its intellectual property rights to the models, samples, drawings and documents with regard to any services or goods supplied and/or shown with the offer.
14.2. The images, films, samples, drawings and documents shall remain the exclusive property of the Vendor, usage rights can be granted the Buyer according to separate agreement.
14.3. Without Vendor’s explicit prior written permission the photos, films, samples, drawings and documents shall not be copied, disclosed to third parties, or used for reference or advertising purposes, or used in any other way.
14.4. The Buyer shall not be permitted to modify all or part of any goods supplied. The Buyer shall not affix any other trademark or trade name to the goods, to use the relevant mark or name in any other way, or to register it in his own name.
15. APPLICABLE LAW AND DISPUTES
15.1. This Contract, these general conditions and all other legal relationships related to them in any way between the parties shall be governed by the laws of Denmark.
15.2. All disputes arising from a Contract to which these conditions are applicable in full or in part or from other contracts arising from such Contracts, shall be referred for adjudication to the court with competent jurisdiction in the Vendor’s place of establishment unless the Vendor prefers another competent forum.
15.3. The provisions of clause 15.2 leave intact the right of the Vendor to obtain a settlement by means of arbitration of the International Chamber of Commerce under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrator(s). The place of arbitration will be Copenhagen, the Denmark. The arbitral procedure shall be conducted in the English language.
16. FINAL STIPULATION
16.1. These general conditions are intended as a reasonable provision for the legal relationship between the Vendor and the Buyer. If and insofar as a provision from these general conditions is judged by any competent body to be invalid or unfeasible, the other provisions of these general conditions shall remain fully in effect. The parties shall in that case enter into reasonable consultation and set out to reach agreement on a valid alternative stipulation that is as close as possible to the intention of the stipulation that is invalid or cannot be implemented with a view to replacing the stipulation in question.