Terms and conditions
1 BASIS OF AGREEMENT
1.1 Unless otherwise agreed in writing, these terms and conditions (the "Terms") apply to all MuteBox ApS ("MuteBox") offers, sales, rentals, leasing agreements and deliveries of MuteBox products ("the Product", "Products" or "the Products") to customers.
1.2 In the event of any inconsistency between the terms of the Terms and a written agreement entered into between MuteBox and a customer, the written agreement shall prevail. The customer's purchase conditions printed on orders, or otherwise communicated to MuteBox, do not form part of the agreement basis, unless this has been explicitly agreed in writing.
2.1 The price for the Products follows MuteBox's current prices, which appear on MuteBox's website: www.byMuteBox.com at the time when MuteBox confirms the customer's order, unless the parties have agreed otherwise in writing.
2.2 All prices are stated in Euros (EUR) excluding VAT as stated in the invoice. The price does not include costs related to shipping, transport, assembly or insurance, unless this is explicitly stated in the invoice.
2.3 It is the customer's responsibility to report and pay all applicable taxes and fees.
2.4 If it has been agreed that the sale must take place in a currency other than Euros (EUR), MuteBox reserves the right to make price changes as a result of a change in exchange rates from the time from the submission of the offer until payment.
3 SALES MATERIAL
3.1 Information and data stated in MuteBox's general sales material, including website, drawings, descriptions, technical documents and the like, can in no way be construed as containing guarantees, neither directly nor indirectly, and is only binding to the extent that a written agreement refers to such information and data.
4 OFFERS AND ORDER CHANGES
4.1 Unless otherwise agreed in writing, an acceptance deadline of 10 days is given when submitting the offer, from the date the offer is dated.
4.2 When MuteBox confirms the order, no changes can be made to the placed order after this date.
5.1 The terms of payment are eight days net from delivery, for orders over EUR 15,000, 30% will be charged as an advance payment when the order is placed.
5.2 The customer does not have access to any kind of set-off in the purchase price, unless MuteBox has approved such set-off in writing.
5.3 If, in MuteBox's opinion, the customer's ability to pay will be significantly reduced after confirming the offer from MuteBox, MuteBox is entitled to demand a security payment or deposit of the purchase price as a condition for execution of the order.
5.4 MuteBox is entitled to suspend future deliveries to the customer until they have provided full payment of all outstanding amounts.
6 PROPERTY RESERVATIONS
6.1 All Products sold remain the property of MuteBox until the delivery is paid for in full.
7 DELIVERY & ASSEMBLING
7.1 Agreed delivery terms are interpreted in accordance with the INCOTERMS, which are valid at the time of entering into the agreement.
7.2 Unless otherwise agreed in writing, delivery takes place ex-works (EXW).
7.3 MuteBox reserves the right to deliver in whole or in part.
7.4 Delivery to the curb. Additional fee for delivery to outlying areas and non-bridged islands. Feel free to contact us for more information.
7.5 Right of withdrawal.
7.5.1 Upon purchase, the customer has a right of withdrawal of 100 days from the time the MuteBox is delivered to the customer. If the customer wishes to make use of the right of withdrawal, this must be done in writing. The right of withdrawal does not apply to leasing. When ordering several MuteBoxes, the right of withdrawal only applies to 1 item. The right of withdrawal is completely waived for Products that have been adapted to the customer's wishes, which also applies to network connectors, etc.
7.6 If you order assembling, please note: In case there is no elevator with the required minimum dimensions available, additional fees apply when the MuteBox is assembled on other floor levels than ground floor. Elevator dimensions: 220 cm (high or long) and 100 cm wide with space for 6 people and with a load capacity of 800 kg. Contact us for more information.
8 LIABILITY FOR DELAY
8.1 Delivery within 28 days after the agreed delivery is not to be considered a delay.
8.2 MuteBox is not liable to the customer or third parties for indirect losses, including loss of production, loss of profit or other financial loss due to delays.
8.3 MuteBox is also not responsible for any delay, unless the delay is due to negligence of MuteBox, or a third party for which MuteBox is responsible.
9 LIABILITY FOR DEFECTS
9.1 Upon delivery and before the Products are used, the customer is obliged to carry out a standard examination of the delivered Products.
9.2 The customer is not entitled to claim defects, if such are not asserted in writing to MuteBox, no later than 14 days from the time when the defect is discovered by the customer or should have been discovered.
9.3 MuteBox's liability for defects lapses 24 months after delivery has been made.
9.4 MuteBox is not liable to the customer for indirect losses, including loss of production, loss of profit or other financial loss due to defects in the delivered Products.
9.5 MuteBox is entitled to remedy any defects, including delivery, within a reasonable time. The customer cannot invoke a claim without having offered MuteBox the opportunity to remedy the defect first.
9.6 In the event that a remedy or replacement is not possible, in MuteBox's opinion, MuteBox reserves the right to give a proportionate reduction in the purchase price, or take back defective Products, against a proportionate refund of the purchase price to the full and final determination of the customer's claim.
9.7 MuteBox's liability for defects does not apply to defects resulting from no or insufficient maintenance, misuse, third party repairs made without MuteBox's written consent or instruction, or in the case of force majeure.
9.8 All complaints are handled in collaboration with MuteBox and take place at component level. In the event of a defect in a component, such as the bottom, ceiling or door, only this component can be replaced.
10 USE AND MODIFICATION OF DELIVERED PRODUCTS
10.1 MuteBox is not obliged to carry out remediation or to compensate the customer if the defects in the delivered Products are due to the customer's misuse, or other use in violation of the regulations specified by MuteBox.
10.2 In the event that the customer has altered the Products after delivery, including by painting the Products, MuteBox, regardless of discovered defects, is not obliged to take back the Products and/or refund part of the purchase price. In these circumstances, repair is the customer's sole right of default against MuteBox.
10.3 The customer is responsible for ensuring that the Product is installed and used in accordance with applicable laws and regulations. The customer is also responsible for providing all necessary and appropriate permissions and approvals from any relevant third party and public authority for the installation or use of the Product.
11 PRODUCT LIABILITY
11.1 MuteBox is only responsible for product liability to the extent that such liability follows the mandatory provisions in the Product Liability Act.
11.2 MuteBox is also only liable for personal injury if it is proven that such damage was the result of negligence or carelessness on the part of MuteBox, or a third party for whom MuteBox is liable.
11.3 MuteBox is not liable to the customer for indirect losses, including loss of production, loss of profit or other financial loss due to defects in the delivered Products.
11.4 In the event that a claim for product liability is imposed on MuteBox in relation to third parties, the customer is obliged to release and reimburse MuteBox, to the extent that the liability is due to the customer's negligence, action or omission.
11.5 The customer is obliged to accept the same venue and choice of law as MuteBox in the event of legal action regarding product liability.
11.6 In the event that a third party makes a claim for product liability against one of the parties, the party in question shall, without further delay, notify the other party thereof.
12 FORCE MAJEURE
12.1 Notwithstanding the foregoing, MuteBox shall not be liable for delays and non-compliance, in whole or in part, resulting from a force majeure event, including epidemics, war, civil disobedience, strike, lockout, blockade, export ban, confiscation, currency restrictions, scarcity of resources, fire, vandalism, theft, or similar circumstances beyond MuteBox's control.
12.2 MuteBox will inform the customer of such circumstances as soon as possible.
12.3 Either party may, without further liability, terminate the agreement when fulfilment has been impossible for more than 3 months due to force majeure.
13 LIMITATION OF LIABILITY
13.1 Notwithstanding the foregoing, MuteBox's liability to the customer in the event of reimbursement and compensation may not exceed the purchase price for the relevant delivery/defective Products.
14 SPECIAL TERMS REGARDING RENTAL OF MUTEBOXES
14.1 The Product
14.1.1 The provisions of this clause 14, together with the Conditions, shall apply to any rental of the Product, unless otherwise agreed in writing.
14.1.2 The ownership of the Product belongs to MuteBox and is the property of MuteBox. The Tenant is not entitled to sell, mortgage, or otherwise legally dispose of the Product.
14.1.3 Type designations, manufacturing numbers and the like, that serve to identify the Product, must not be removed.
14.2 Right of use and delivery
14.2.1 The Tenant has the right to use the Product in their business. The product may not be removed from the Tenant's place of business or sublet, lent or left to third parties. Upon receipt of the Product, the Tenant must immediately examine it in a responsible manner and, in the event of any errors or omissions, report this in writing to MuteBox. The product must be treated and operated in accordance with the instructions provided by MuteBox.
14.2.2 MuteBox delivers the Product to the Tenant's place of business by further agreement. Costs for this are included in the rent.
14.3.1 The lease agreement can be terminated with 3 months' notice until the end of a month. However, the lease agreement is non-cancellable for 36 months, so it can, at the earliest, be terminated at the end of the non-cancellable period of 36 months.
14.3.2 Upon termination of the rental period after the end of the non-termination period, MuteBox dismantles and picks up the Product by further agreement. Costs for this are included in the rent.
14.4.1 The Tenant bears the risk for the Product from the conclusion of the lease agreement until the time when the Product is properly returned to MuteBox. If the Product is damaged, the Tenant must notify MuteBox immediately. If the Product is damaged due to the Tenant's incorrect or improper operation of it, MuteBox must repair it at the Tenant's expense. If the Product cannot be repaired, the rental agreement terminates and the Tenant is then liable to MuteBox.
14.5.1 The Tenant is obliged, at their own expense, to have the Product insured against loss or damage as well as against the liability that the Tenant as a user, or MuteBox as the owner, may incur when using the Product.
14.6.1 The Tenant may not exercise a lien on the Product.
14.7 The Tenant's responsibility
14.7.1 The Tenant must maintain the Product in accordance with the regulations in the instructions provided by MuteBox so that it is in good and usable condition at all times and does not show any deterioration other than that which results from ordinary wear and tear and aging.
14.7.2 When maintaining the Product, no modifications or alterations may be made to the Product.
14.7.3 MuteBox shall carry out any repair of the Product at the Tenant's expense.
14.8 Events of default
14.8.1 MuteBox may, without notice, terminate the lease and claim compensation for its loss, including expenses that MuteBox may have incurred as well as the remaining rent until the Tenant according to the rental agreement could have terminated it, if the Tenant severely breaches their obligations under the lease, including:
i) The Tenant defaults on their payment obligation and the default has not been remedied within 7 days after written demand,
ii) The Tenant goes bankrupt and the estate does not, within eight days after receiving the invitation, enter into the lease and provide the necessary security,
iii) The Tenant neglects to maintain the Product,
iv) The Tenant removes the Product from their place of business,
v) The Tenant uses the Product in violation of the regulations and instructions provided to the Tenant by MuteBox,
vi) The Tenant fails to take out and maintain insurance in accordance with 14.5.1.
15 SPECIAL TERMS REGARDING THE LEASING OF MUTEBOXES
15.1 MuteBox offers, in collaboration with Ikano Bank AB, leasing of Products. The provisions of this clause 15, together with the Conditions, shall apply to any leasing of the Product, unless otherwise agreed in writing. Here, reference is made to Ikano Bank AB's current terms and general terms and conditions that apply prior to these provisions.
15.2 The Customer is not permitted to remove type designations, manufacturing numbers and the like that serve to identify the Product. The customer may only use the Product in their business. The product may not be removed from the Customer's place of business or sublet, lent or left to third parties. Upon receipt of the Product, the Customer must immediately investigate this in a responsible manner and in the event of any errors or omissions, report it in writing to MuteBox. The product must be treated and operated in accordance with the instructions provided by MuteBox. The customer must maintain the Product in accordance with the regulations in the instructions provided by MuteBox so that it is in good and usable condition at all times, and does not show any deterioration other than what follows from normal wear and tear and aging.
15.3 Application for a credit assessment and financing offer can be made via MuteBox's website: https://bymutebox.com/
15.4 The right of withdrawal in accordance with clause 7.4.1 above does not apply to leasing.
15.5 The product is covered by the warranty throughout the leasing period.
15.6 When leasing, delivery and installation of the Product is included in the price.
16.1 Unless the customer explicitly (and in writing) refuses this, MuteBox is entitled to use the customer's name and trademark in its marketing, including on MuteBox's website, social media and in newsletters.
17 CHOICE OF LAW AND JURISDICTION
17.1 Any dispute that may arise between the parties shall be settled by application of Danish law at the Court in Kolding as venue. The International Sales Law (CISG) shall not apply.