Terms & Conditions

Applicable to goods purchased from Turtle ApS (here-inafter referred to as “Turtle”).

(Effective from June 15, 2023, for all purchases from Turtle ApS, CVR no. 41085673).

The following terms and conditions are binding for all purchases from Turtle and should therefore be read care-fully before placing an order. The terms and conditions are an integral part of the order terms and will be avail-able on Turtle’s website and referenced in the order confirmation

1. Scope

1.1. These terms and conditions apply to all purchases from turtle®.

1.2. The agreement for sale and delivery is only entered into with company with an active CVR number (herein-after referred to as “buyer”), and not with consumers.

1.3. Offers made by turtle® are valid for 8 days unless otherwise agreed upon in writing between the Parties. The final agreement for delivery is only established when the Buyer has received a written order confirmation. By accepting via email or signing the order confirmation, the Buyer also accepts Turtle’s present terms and conditions.

2. Payment

2.1. The following payment methods can be used:

– Dankort, VISA, bank transfer, EAN number and MobilePay

– For internationally issued VISA cards, a fee of 2.9% of the transaction amount will be added to the invoice price.

2.2. Our operational protocol entails the initiation of production processes only upon reaching a minimum threshold invoicing sum of 10.000 DKK. This requisite serves as a foundational measure ensuring the viability and efficiency of our production endeavors.

2.3. By default, all purchases are considered cash purchases unless otherwise specified in the order confirmation.

2.4. Prepayment may be required for ordered goods.

2.5. The purchase amount is due for payment 8 days from the invoice date, unless otherwise agreed, regard-less of whether the Buyer’s circumstances prevent delivery as agreed.

2.6. In the event that the Buyer’s payment is not made in a timely manner and/or if the conditions for the agreed credit significantly change, turtle® is entitled to withhold all further deliveries to the Buyer, regardless of whether the deliveries are interrelated.

2.7. If the Buyer’s payment is made after the last due payment date, default interest will be charged on the out-standing amount, including VAT, in accordance with the Interest Act, unless a different interest rate is specified in the order confirmation. The accrued default interest and any fees are immediately due and will be settled in advance of any other debts through ongoing payments

2.8. Turtle® retains ownership of the sold goods, whether or not delivery has taken place, until the entire purchase amount, including any interest and/or fees, has been paid.

2.9. Turtle® is entitled, at any time, even after the conclu-sion of the agreement, to demand satisfactory collateral from the Buyer for its outstanding receivables.

2.10. If payment is not made in a timely manner, turtle® is entitled to transfer any claim against the Buyer to a debt collection agency. The Buyer is obligated to pay the specified collection costs.

2.11. Turtle® is entitled to assign claims fully or partially against the Buyer to a third party without obtaining separate consent from the Buyer.

3. Prices for Goods purchased from turtle®

3.1. When ordering goods, an order confirmation and these terms and conditions, which are an integral part of the agreement for purchasing from turtle®, will be sent and must be accepted.

3.2. Prices are stated in Turtle’s current price list or in the provided order confirmation. All prices are exclusive of shipping, packaging, taxes, duties, and any handling fees, unless explicitly stated otherwise in the order con-firmation.

3.3. Prices stated in Turtle’s current price list or provided order confirmation solely relate to the price of the pur-chased design. The Buyer cannot make any modifica-tions to the design after the order confirmation has been submitted.

3.4. Turtle® is entitled to make price changes in price lists and offers without notice prior to the Buyer’s acceptance of the offer, after which these prices are applicable to the purchase.

3.5. Turtle® is entitled to make price changes without no-tice after the Buyer’s acceptance of the offer due to ex-traordinary price increases from subcontractors or other force majeure-like circumstances. Extraordinary price increases refer to circumstances beyond Turtle’s control that result in the total price of the goods increasing by more than 10%.

4. Shipping prices

4.1. All shipping prices are calculated for delivery from Turtle’s address at Æbeløgade 4, 2100 Copenhagen, rom Turtle’s warehouse located at Midtager 29, 2605 Brøndby, or directly from the supplier, unless otherwise agreed upon in writing.

5. Delivery

5.1. Turtle® determines the method of shipment/transport, unless otherwise agreed upon by the parties and con-firmed in the order confirmation. Delivery is made from turtle’s address located at Æbeløgade 4, 2100 Copenhagen, from turtle’s warehouse located at Midtager 29, 2605 Brøndby, or directly from the supplier, unless oth-erwise agreed upon in writing. The indicated delivery time in the order confirmation is an estimated delivery time, which may be changed by turtle® with notification to the Buyer as soon as the delivery time is modified.

5.2. If a fixed delivery time has been agreed upon, turtle® is only entitled to an extension of the deadline in the fol-lowing cases:

– Changes made by the Buyer to the accepted of-fer, such as quantities, types of goods, de-sign/print, etc.

– The Buyer’s circumstances that prevent the de-livery of the goods at the agreed fixed delivery time

– Force majeure events, including war, pandem-ics, etc.

– Delays caused by turtle’s suppliers, carriers, or other third parties

– Extraordinary weather conditions and climate-related impacts.

– Labor disputes, regardless of the cause.

– Public orders or prohibitions that turtle® could not have reasonably anticipated at the time of the agreement.

5.3. Shipping prices are usually provided in the order confirmation or upon request.

5.4. Deliveries of individual items or palletized goods are made to the curb, and the Buyer is responsible for the disposal of shipping packaging.

5.5. Turtle® reserves the right to ensure that the physical conditions at the delivery location allow for the delivery. It is the driver’s discretion to determine if the surface is sufficiently stable and suitable for unloading.

5.6. The Buyer is responsible for the costs associated with any waiting time during unloading at the Buyer’s address or any other designated location. Additionally, the Buyer is liable to cover any extra expenses incurred due to the Buyer’s inability to receive the goods at the agreed-upon delivery time.

5.7. The risk of loss or damage to the goods passes to the Buyer upon delivery. The delivery notes or the carrier’s delivery receipt serves as documentation of the delivery. If delivery cannot be made to the Buyer due to the Buy-er’s circumstances, the risk is considered to have transferred to the Buyer upon the unsuccessful delivery at-tempt at the Buyer’s location.

5.8. Upon delivery, the Buyer must promptly inspect the goods. If the Buyer wishes to claim a defect or damage, the Buyer must notify turtle® without undue delay, pref-erably by providing photographic documentation of the damage.

5.9. If the Buyer has discovered or should have discovered the defect/damage and fails to make a timely com-plaint, the defect cannot be later invoked.

5.10. When contacting turtle®, please provide the order confirmation number or invoice number.

5.11. turtle® reserves the right to over-deliver or under-deliver by up to 2%, which will be subsequently in-voiced or credited accordingly.

6. Changes and cancellations of orders

6.1. The majority of turtle’s goods are custom-made for the Buyer and therefore considered made-to-order. Made-to-order goods cannot be canceled and are not eligible for return.

6.2. Once the Buyer has placed a final order with turtle®, they have no right to make changes or cancel the order. If, despite this, turtle® approves a change or cancellation separately, the Buyer is obligated to pay the associated costs, including but not limited to storage costs, quality and property preservation costs, and interest for deferred delivery, with a minimum of 500 kr. In the case of full or partial cancellation, the Buyer is also liable to compensate turtle® for the lost earnings resulting from the unfulfilled order.

7. Incorrect delivery

7.1. If turtle® has sent the wrong item in relation to the Buyer’s order, you have 5 days from receiving your order to verify its contents and report any discrepancies. If you find an issue within this period, please contact turtle® immediately, and we will review the case to ensure a satisfactory resolution for both parties.

7.2. Turtle® will cover the additional shipping costs for the return of incorrectly shipped items but cannot be held responsible for any other expenses or compensation.

7.3. All inquiries should be directed to Esben Sonne-Frederiksen via email at esf@turtle.dk.

8. Product Samples

8.1. Product samples only demonstrate color, size, and general quality, and therefore turtle® is not liable for any deviations unless the deviations are so significant for the Buyer that they constitute a completely different purchase than what the Buyer could expect based on the received product samples.

8.2. Print colors – when using both Pantone and CMYK – may deviate by +/- 5%, for which turtle® is not responsible.

9. Warranty

9.1. Turtle® does not provide a separate warranty for the delivered goods

The buyer acknowledges that any claims regarding a product supplied by turtle® can only be made under a supplier’s or manufacturer’s warranty, while turtle® is solely responsible for the part of the delivery for which it has independent production responsibility.

10. Compliant and liability for delay

10.1. The Buyer must notify in writing immediately upon discovering a delay, otherwise the Buyer forfeits any claim arising from the delay. Reference is also made to the terms and conditions in section 5.1-5.2.

10.2. In case of minor delays, turtle® will arrange for re-delivery.

10.3. In the event of a significant delay on the part of turtle®, the Buyer is entitled to terminate the purchase. If staggered delivery has been agreed upon, the Buyer is only entitled to terminate about the delayed partial de-livery.

10.4. If the Buyer terminates the purchase, the Buyer is entitled to compensation for any additional costs incurred in acquiring similar goods from another source. However, the compensation may never exceed the in-voice value of the delayed delivery, regardless of any greater loss suffered by the Buyer.

10.5. The Buyer is not entitled to any further compensation or other compensation in connection with the delay.

This applies regardless of whether the Buyer terminates the purchase or upholds it.

11. Inspection and complaints regarding defects

11.1. Upon delivery, and always before using the goods, the Buyer must immediately inspect the delivered items to ensure that they correspond to the order, including the acceptable quality, colors, prints, etc.

11.2. Complaints regarding defects, including quantity discrepancies, which the Buyer has or should have dis-covered during the aforementioned inspection, must be submitted to turtle® in writing, immediately and no later than 8 days after the delivery of the goods to the Buyer in order to be considered. Please refer to sections 5.8-5.9 of the terms and conditions for further information.

12. Force majeure

12.1. In the event that delivery, timely delivery, or defect-free delivery is hindered or delayed by events beyond Turtle’s control, including but not limited to labor disputes, operational disruptions, transportation difficulties, or other third-party failures, a supplier’s or manu-facturer’s insolvency, or similar circumstances, turtle® may, at its own discretion, delay delivery or cancel the Buyer’s order in whole or in part, with prompt notification to the Buyer as soon as turtle® becomes aware of the situation.

13. Product liability

13.1. Turtle® is only liable under product liability laws to the extent that such liability is mandatory under the law and cannot be lawfully limited or imposed on Turtle’s subcontractor.

13.2. Turtle’s liability for product damages is limited to a maximum of 100,000 kr.

13.3. Turtle® is never liable for drift losses, profit losses, or any other indirect losses incurred by a Buyer.

14. General liability limitation and transfer of claims against subcontractors

14.1. Turtle’s liability cannot, regardless of any proven negligence, include liquidated damages, loss of business, loss of profit, loss of time, or any other indirect loss, whether the liability is based on general principles of tort law or any other legal basis

14.2. If a subcontractor or any other third party has liability towards turtle® for delays or deficiencies, turtle® is prepared, to the extent possible, to assist the Buyer in asserting a claim against the subcontractor or third party.

15. Disputes

15.1. Any dispute that may arise between the parties shall be settled by the Danish courts, with Turtle’s regis-tered office as the choice of venue. All disputes shall be settled in accordance with these terms and conditions and Danish law.

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