1. Introduction The following Terms and Conditions apply to the extent that these are not waived by express written agreement. In the following V2tobacco A/S is listed as Seller. These terms and Conditions regulate any offer and/or transaction between the Seller and the Buyer. If any of the clauses of these Terms and Conditions are, for whatever reason, declared invalid or invalidated for any reason, this will not affect the application or the validity of the other clauses. The clause declared invalid, or invalidated, will be replaced by the disposition closest to that clause.
1.1 The Seller shall notify the Buyer within no less than 3 months in advance in case of any change to these Terms and Conditions.
2. Products The Seller is the producer of “snus” - a tobacco product that contains harmful substances and can be addictive. The products are sold both in loose and portion snus. The Seller does not trade or supply portion snus for sale in the EU, besides in Sweden.
3. Trade Form - B-2-B These Terms and Conditions apply to commercial buyers only. The Seller does not trade with end users/consumers.
4. Export and resale The Buyer is responsible for having obtained any and all licences for import and reselling of the products. The Seller cannot be held liable for any issues or deterioration that may occur in relation to the Buyer's export or resale of the products.
5. Offers Only written offers are binding. All offers are valid two weeks from the date of the bid. If the Buyer reserves individual specifications in relation to the Terms and Conditions, these are binding when they have been expressly stated in writing by the Buyer and accepted in writing by the Seller.
6. Rates All prices are exclusive all or any tax, duties and/or VAT unless otherwise expressly stated. The Buyer undertakes to cover all or any taxes, duties and/or VATS due upon import into the country where the products are delivered. The Buyer is responsible for payment of all expenses unless otherwise agreed in writing by the Seller. All expenditures associated with the delivery of goods to Greenland and the Faroe Islands is always at Buyer's expense.
7. Payment Payment conditions for deliveries from the Seller to the Buyer are net cash prior to the invoice date and delivery date. If payment is not timely, the interest rate will be 9% plus the Danish discount rate per month, and the goods are withheld until payment is received. The Seller will add an administration fee of DKK 100,00 on the three subsequent overdue notices.
7.1 If Buyer does not make a timely payment, the Seller may terminate the purchase order and the Buyer will be liable for all or any loss related to the delayed payment.
8. Reservation of title The title to the products delivered shall remain vested in Seller until all costs have been executed and paid in full.
9. Order A purchase order is final when the Seller has confirmed this in writing. The Buyer cannot cancel or modify the order without written consent from the Seller. The Buyer undertakes to pay, in net cash, any or all costs that may result from the cancellation or modification of the order.
10. Shipping and packing Delivery is ab Seller and in accordance with Incoterms 2010. Unless otherwise accepted by the Seller, the delivery will be Ex Works and all transport is at buyer’s risk. However for Sweden and Norway delivery will be CIP. All products are packed in Seller's standard packaging and must not be repacked. If products are being illegally repacked by the Buyer or third parties, the Seller can not be held responsible for the content of these products.
11. Delivery The delivery date is specified on the invoice and is based on the Buyer’s specifications when ordering. Delay in delivery does not give the Buyer the right to cancel the order. If delay in delivery is caused by the Buyer, the Seller may extend the delivery time to the extent that under the circumstances is deemed reasonable by the Seller.
12. Disclaimer regarding defective products The Seller does not replace nicotine or other moist containing products. However the Seller agrees to deliver new goods to replace goods that are faulty due to defective materials or workmanship, of which the Seller is informed immediately after delivery to the Buyer, but no less than 6 weeks from the date of delivery. If the Seller does not receive immediate notification of the defects, this provision shall not apply and the Seller will not substitute or replace the products. The Seller's recommendations are only guidelines, and the Seller assumes no responsibility for use and/or resale of the products. The Buyer is not entitled to return goods that have passed the expiration date. The Buyer is sole responsible for additions and amendments to the Seller's products. The Seller can not be held liable for changes or additions to the products.
12.1 The Seller is not liable for any errors or omissions that arise from the Buyer’s neglect, improper handling, transport or storage of the products.
12.2 The Buyer undertakes to indemnify the Seller for all or any loss or expense the Seller may have in relation to the products that occurs while the products are in the Buyers or third party’s custody. The Seller cannot, at any time, be liable for the Buyer’s or a third party’s financial loss or other loss.
13. Force majeure The Seller is not liable for failure to perform its obligations due to force majeure or any other reason outside the Seller's control, which is likely to delay or prevent the production and delivery of the products. If non-defective or timely delivery is prevented temporarily by one or more of the above circumstances, the delivery time is postponed for a period. The duration of this period will depend on the circumstances and any postponement shall be deemed as timely delivery. If the delay can be expected to persist for longer than three months, the Seller shall nevertheless be entitled to cancel the order.
14. Venue and Applicable Law Any dispute arising out of or in connection with these Terms and Conditions, including any disputes regarding the existence, validity or termination hereof, shall be settled by arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration where Danish law apply. The total claim, compensation and costs against the Seller may never exceed DKK 1,000,000.00.