1. Period of Validity
These Terms and Conditions of Sale, Delivery and Payment apply to all deliveries, sales and quotations made by OTS, unless otherwise agreed in writing.

2.1 Quotations
Only written quotations made by OTS are valid. Quotations are valid for 30 days and are otherwise subject to reservations for changes, if any, in underlying costs, exchange rates, taxes and duties, etc. The times of delivery stated in the quotations are best estimates. OTS reserves the right to make changes to the prices and times of delivery of particularly large or small quantities.

2.2 Drawings, Quotations, etc.
All intellectual property rights to drawings, including plans for installation of light fittings, descriptions, specifications and similar, which are prepared/provided by OTS in order to help the customer assess quotations or make use of OTS’ services or deliveries, belong to OTS. Full payment by the customer only confers a non-exclusive right to use such materials. Drawings, etc. may not be passed on or used without OTS’ prior written consent.

Quotations and drawings, in particular, may not be passed on to competitors of OTS or to other parties who may use the drawings, etc. in breach of OTS’ legal rights and interests. Until the customer has acquired the necessary rights of use, see above, the customer is obliged, upon request, to return all drawings and other materials received, including copies, if any. The customer is also obliged to confirm in writing that such materials have been returned and that the customer is not in possession of copies of the materials and has not passed any copies on to third parties. The customer is aware that the content of the drawings and other materials represents OTS’ know-how and business secrets and that unauthorised disclosure or use thereof may cause OTS to incur substantial losses, which the customer may be called upon to refund OTS.

3. Delivery
Unless otherwise agreed, delivery will take place as soon as possible. In cases where delivery has been confirmed for a specific week, shipping on the last day of the week shall, for all intents and purposes, be deemed to be timely delivery.

OTS may demand a postponement of the date of delivery if:

• The customer wishes to make changes to the order/product.
• Deliveries or services performed by the customer or by a third party on the customer’s behalf are delayed.
• The delivery has to be stopped or is delayed as a result of an obstacle beyond OTS’ control; which OTS could not have been expected to take into account, avoid or overcome, or which affects the subcontractor(s) used by OTS for performing the agreement.
• A consignment is picked out for customs control or similar.

4. Prior Sale
Until the buyer’s acceptance reaches the seller, the seller is entitled to conclude an agreement with a third party for the quoted goods, with the effect that the quotation to the buyer expires. Upon receipt of such acceptance, the seller must inform the buyer in writing without undue delay that the quotation has expired.

5.1 Title
Subject to the limitations that follow from the mandatory rules of the law, the seller retains the title to the goods sold until the entire purchase price, including any costs incurred, have been paid to the seller or to the party to whom the seller has assigned its right, see 5.2 below. The ownership of products sold that have been transformed or processed is retained for the proportion that the transformed or processed product represents of the value of the product sold.

5.2 Assignment of Rights and Obligations
The seller is entitled to assign all rights and obligations set out in the agreement to a third party.

6. Right to Make Changes
The seller reserves the right to make changes to designs, dimensions and designations related to the quoted materials without prior warning, especially changes that can be regarded as improvements to the materials, provided that such changes will not be to the disadvantage of the buyer. Unless there is separate written confirmation, data in quotations and brochures, on drawings and the like are only indicative and not binding for the seller.

7. Patents
The seller guarantees the buyer that the supplied material does not infringe any patent rights. Any infringement of patent rights caused by the buyer’s use of the material is of no concern to the seller.

8. Prices
Unless another currency is indicated, prices are stated in DKK. Prices are stated ex warehouse OTS, exclusive of VAT and other duties, as well as packaging, if applicable, shipping, etc.

Deliveries which are not included in a binding quotation are made at the price applicable on the date of delivery.

OTS cannot be held liable for price changes caused by external factors.

OTS cannot be held liable for printing errors in price lists.

Orders amounting to less than DKK 7,500, excl. of VAT and duties, are subject to a handling fee, at present DKK 300, excl. of VAT.

The seller reserves the right to change these prices without warning.

9. Terms of Payment
OTS decides on the customer’s terms of payment, including on cash discount, if any, on the basis of an individual assessment of information available about the customer’s creditworthiness.

Late payment will be subject to interest at the rate of 2% per month or part thereof. with effect from the due date.

A reminder fee will apply in accordance with the existing legislation.

OTS retains the title to goods sold until the goods, the cost of delivery or shipping of the goods and any additional costs have been paid by the customer or until the customer has provided security. Until such payment takes place, the customer is not entitled to resell or use the goods or in any other way dispose of the goods in a manner that is contrary to OTS’ title.

10. Warranty
Products suffering from manufacturing or material defects are repaired or replaced free of charge under the warranty. On-Producter gives a 2-year warranty, effective from the date of manufacture.

LED chips, drivers for track spotlights and downlights are covered by a 5-year warranty, effective from the date of manufacture. Defective components are replaced with equivalent parts free of charge. Consequential costs in connection with replacement, etc. are not covered.

11. Complaints
All complaints must be reported within eight days from receipt. OTS will repair or replace the product if it is found to suffer from a manufacturing defect. Ordinary installation defects or malfunctions are of no concern to OTS. OTS cannot at any point in time be held liable for operating losses, loss of time, loss of profit or similar indirect losses, including any daily penalties the customer may incur.

12. Returned Goods
Goods that have not been purchased from OTS cannot be returned to OTS.

Goods in stock can only be returned if undamaged and in the original unbroken and intact packaging. OTS reserves the right to refuse to receive returned goods if the packaging is in a state that makes it unsuitable for resale.

The return of goods is subject to prior agreement and payment of a fee of at least 25%. Return orders valued at less than DKK 1,000, excl. of VAT, are not credited.

Non-stock items, special goods and goods made to order normally cannot be returned. If a customer nevertheless wishes to return such goods, the return requires prior written agreement with OTS and is subject to the supplier’s acceptance. The goods will only be credited once OTS has been credited by the supplier. Any return fee charged by our supplier will be passed on to the customer.

The return of non-stock items, special goods and goods made to order are subject to a return fee of DKK 500 in addition to the amount normally deducted by OTS for returns.

Goods supplied in measured quantities and lengths, including made-to-measure profiles and tracks, cannot be returned. Light sources cannot be returned.

All freight charges, etc. associated with the return of goods are at the sender’s expense.

13. Repairs
All repairs carried out whether at the seller’s workshop or at the buyer’s premises are at the buyer’s expense and risk, unless otherwise agreed in writing.

14. Disputes
All disputes that cannot be resolved amicably between the parties, court cases,
etc. will be decided in accordance with Danish law, and the legal venue of first instance will be that of the judicial district in Denmark where OTS is domiciled, currently the Copenhagen City Court.