Trade Terms of Sale: Anonymia®
Effective date: to be stated here when the store opens.DRAFT: NOT IN FORCE UNTIL ANONYMIA APS STARTS TRADINGThis page is a preview of the Trade Terms that will apply to business purchases by invoice from Anonymia ApS (CVR 46825837) once the store opens. It is a draft and does not yet create any rights or obligations. No trade orders or payments are accepted yet.1. Who we are and who these terms are for1.1 These Trade Terms of Sale ("Trade Terms") apply when you buy Goods from us by invoice with an approved Trade Account.1.2 The seller is Anonymia ApS, Denmark ("Anonymia®", "we", "us"). CVR: 46825837. VAT number: to be stated here before the store opens. Registered office: Hammerensgade 1, 2., 1267 København K, Denmark. Email: hello@anonymia.com.1.3 These Trade Terms are only for businesses, such as architects, designers, hotels, shops and stylists. By applying for a Trade Account and placing each Trade Order, you confirm that you buy for business purposes.1.4 Purchases at the Retail Price through our website checkout follow our Terms and Conditions (www.anonymia.com/terms-and-conditions), even if you are a business. Trade Orders follow only these Trade Terms. For a Trade Order, these Trade Terms replace our Terms and Conditions and prevail over them in any conflict.1.5 You accept these Trade Terms when you apply for a Trade Account, by ticking the box on the sign-up form that names the clauses below. Every Quotation and Order Confirmation links to them. The version in force on the date of the Order Confirmation applies to that Trade Order. Please read clauses 5.3, 5.8, 7.2, 7.7, 7.8, 7.9, 7.10, 8.7, 8.8, 8.9, 10.3, 10.4 and 11 with care. They make an undisputed Order Confirmation binding, set cancellation charges, require advance payment, reserve title, put the risk of payment to a wrong account and of held Goods on you, set storage charges and allow the sale of uncollected Goods, limit set-off, claims, remedies, recall costs and our liability, and make you compensate us.2. DefinitionsGoods: the wooden home accessories offered on our website.You: a business with an approved Trade Account.Trade Account: the account you apply for at anonymia.com/business-signup.Trade Order: an order placed under these Trade Terms and paid by invoice.Quotation: our written price proposal. It is not an offer.Order Confirmation: our email accepting a Trade Order.Retail Price: the price shown on our website.Trade Price: the price we confirm in writing for your account or project.Working day: Monday to Friday, except public holidays in Denmark.Written or in writing: includes email.3. Trade Account3.1 EU businesses give a valid VAT number. Businesses outside the EU give a company registration number or website.3.2 Within three working days we approve your account or tell you what is missing. Approval is at our discretion and does not oblige either of us to place or accept any Trade Order.3.3 Keep your details accurate. You may close your Trade Account by email at any time.3.4 We may suspend or close a Trade Account by email if you breach these Trade Terms, pay late, give false information or become insolvent. We may also close an account with no Trade Order for 24 months, with 30 days' notice. Confirmed Trade Orders remain valid, unless we close the account for a material breach. We may then cancel them by email and charge as under clause 5.8.4. Prices
4.1 Your Trade Price may be a discount from the Retail Price excluding VAT, a wholesale price or a project price, confirmed in writing. No trade discount applies at website checkout.
4.2 Trade Prices are in EUR, excluding VAT and delivery.
4.3 Your Trade Price is confidential. Do not share it, except with your professional advisers.
4.4 We may change Trade Prices for future orders. Confirmed prices, and prices in a valid Quotation, do not change, except under clause 5.11.
5. Orders
5.1 Order size. There is no minimum value for a Trade Order.
5.2 Quotations. Send your order by email, or accept a Quotation. We hold Quotation prices for 14 days. We may decline an order.
5.3 Contract. Only our Order Confirmation forms a Trade Order. It states the Goods, prices, payment terms and expected delivery date. Check it on receipt. If it differs from your order, tell us in writing within three working days. Otherwise the Order Confirmation binds you as sent. Paying or accepting delivery also confirms it.
5.4 Production and advance payment. We start production of the Goods when we receive the advance payment under clause 7.2.
5.5 Several deliveries. A project may be delivered and invoiced in parts, as the Order Confirmation states. We may also deliver in parts, at our own extra delivery cost. A delay or defect in one part does not let you cancel other parts.
5.6 Ordering for a client. If you order for a client, you are the buyer and pay our invoice. We do not invoice your client or tell them your Trade Price. We can deliver to them.
5.7 Changes. You may ask to change a Trade Order before production starts. A change binds us only when confirmed in writing, and may change the price and delivery date.
5.8 Cancellation. There is no right to cancel a Trade Order for a change of mind. You may cancel free of charge until we receive the advance payment. If we do not receive it within 14 days of the Order Confirmation, we may cancel the Trade Order by email. Once we receive the advance payment, cancellation needs our written agreement. We then charge the costs of work and materials incurred and the full price of finished Goods. You receive those Goods, or, if we keep them, we deduct what we obtain from reselling them. We set your payments off against this charge.
5.9 No returns. Goods cannot be returned unless they are defective (clause 10) or we agree in writing.
5.10 Our range. We supply the designs and finishes offered on our website. We do not change sizes or add logos. We may make minor changes to a design, material, finish or finish supplier that keep function and appearance materially the same. Every finish stays suitable for food contact as described in clause 9.3.
5.11 Obvious errors. We may correct obvious errors in a Quotation, Order Confirmation or invoice. If it raises the price, you may cancel the affected Goods free of charge within three working days.
6. Samples
6.1 The Sample Box (€50) is sold through our website checkout, under our Terms and Conditions.
6.2 We deduct €50 from the invoice for your first Trade Order of €1,000 or more, excluding VAT and delivery, placed within 12 months of the Sample Box purchase. This applies once per Trade Account.
7. Payment and invoicing
7.1 How to pay. Pay by bank transfer in EUR against our invoice, quoting its number. You pay all bank and currency charges. A payment counts as made when the full amount reaches our account. We apply payments first to costs and interest, then to the oldest unpaid invoice.
7.2 Advance payment. For a Trade Order up to €5,000, excluding VAT and delivery, you pay 100% before production. Above €5,000, you pay 50% before production and the balance before dispatch. We send the advance invoice with the Order Confirmation. We dispatch Goods only when their price is paid in full, unless we agree otherwise in writing for an approved trade account.
7.3 Due date. Invoices are due on the date stated on the invoice. We agree any later due date only in writing, for one Trade Account at a time. We send the balance invoice when the Goods are ready for dispatch. You accept PDF invoices by email.
7.4 VAT.
(a) We invoice without VAT, as an exempt intra-Community supply, if you give a VAT number valid in VIES from a Member State other than the one from which the Goods are dispatched, the Goods go to another Member State and the other legal conditions are met. The invoice states the exemption. You account for VAT on the acquisition in your country.
(b) For a business in the Member State from which the Goods are dispatched, we charge that country's VAT.
(c) Until your VAT number is confirmed as valid, the invoice includes VAT. If it is confirmed later, we issue a corrected invoice.
(d) For deliveries outside the EU, we invoice without EU VAT as an export, if the legal conditions are met.
(e) If we agree in writing that you collect the Goods or arrange transport, give us, by the 10th day of the month after the supply, a signed statement of arrival in another Member State with the details VAT law requires, and any transport documents we ask for. For exports, give us proof that the Goods left the EU. Without this proof, we invoice VAT and you pay it.
7.5 Late payment. If you pay late, you pay interest from the due date at the reference rate under the Danish Interest Act (renteloven) plus 8 percentage points a year. We may also claim the fixed compensation and further recovery costs Danish law allows. This does not apply to an advance invoice for a Trade Order cancelled under clause 5.8.
7.6 Suspension. If any invoice is overdue, we may suspend production and delivery of all your Trade Orders until it is paid. If you become insolvent, or we have good reason to doubt you can pay, we may suspend them until you pay in advance or give security we accept. Delivery dates move accordingly, and we are not liable for the delay.
7.7 Cancellation for non-payment. If an invoice, other than an advance invoice under clause 5.8, is unpaid 14 days after our written reminder, we may cancel the unperformed part of the Trade Order by email, keep the Goods and claim our loss: their price, less costs we save and resale proceeds. We set your payments off against it.
7.8 Retention of title. Goods delivered before full payment remain our property until all amounts under the Trade Order are paid, to the extent the law where they are located allows. The Order Confirmation confirms this. Until then, keep them identifiable as ours.
7.9 No set-off. You may not withhold payment or set off claims against our invoices, unless we agree or your claim is undisputed or confirmed by a final judgment.
7.10 Bank details. We never change bank details by email alone. Confirm new details with us by phone. Payment to an account not on our invoice does not discharge your debt, unless the false details came from our own systems through our gross negligence.
8. Delivery
8.1 Terms of delivery. We deliver DAP to the delivery address in the Order Confirmation, Incoterms® 2020, inside and outside the EU. Collection by you or your carrier is possible by written agreement.
8.2 Import. Outside the EU, you are the importer of record. You pay import duties, taxes and clearance charges, and provide what clearance needs, including your tax or customs registration number. If clearance fails for a reason on your side, you pay the resulting storage, return and redelivery costs. On request, we provide the documents we hold that you need for import. Nothing in this clause makes you the importer where the law of the destination places that duty on someone else.
8.3 Delivery charge. We charge the actual cost of delivery, as the Quotation or Order Confirmation states. Separate deliveries at your request each carry their own charge.
8.4 Site delivery. Carry-in, unpacking and placing are not included. Give us a site contact and any access rules.
8.5 Risk. Risk passes to you when the Goods are placed at your disposal at the delivery address, ready for unloading. If you or your carrier collect the Goods, risk passes on handover. Insure the Goods from then on.
8.6 Packaging and inspection. Every piece ships in its own box with a care card. Inspect the Goods on delivery. Note missing parcels or visible damage on the carrier's delivery record.
8.7 Transport damage and missing items. Report transport damage or missing items that are visible on delivery in writing within three working days of delivery, with photos of the Goods and packaging. Keep the packaging until we reply. We then repair or replace the affected Goods, give a price reduction or refund their price, at our choice. Other defects follow clause 10.
8.8 Delivery dates. We tell you promptly if the expected delivery date changes. If we miss a delivery date confirmed in writing as firm by more than four weeks, you may cancel the delayed Goods by written notice. Any other date is an estimate. You may then cancel delayed Goods only if the delay is material and continues after a reasonable further period you give us in writing. We refund payments for cancelled Goods. These are your only remedies for delay, except under clause 11.3.
8.9 Holding Goods. If your site is not ready, we hold finished Goods free of charge for four weeks from the date we tell you they are ready. After that, we charge storage of 2% of the price of the held Goods, excluding VAT, for each month or part of a month, up to 10% in total, plus any extra delivery cost. The balance invoice is still sent when the Goods are ready. Despite clause 8.5, risk passes to you at the end of the free period. If you do not take delivery within three months after the free period ends, we may sell the Goods in a reasonable manner after at least 14 days' written notice. We then pay you the proceeds, less our costs of the sale and any amounts you owe us, including storage. You remain liable for any shortfall.
9. The wood
9.1 Each piece is made from one piece of solid wood. Grain, colour and markings vary, and wood changes slightly over time. This is not a defect. Nor are minor deviations in size or weight usual for solid wood. Photos and samples show the finish, not the exact piece.
9.2 If a consistent look across a large order matters, tell us before we confirm it. Goods from a later order may differ more.
9.3 Food contact. The Goods are suitable for dry food and short contact with food at room temperature. They are not for hot food and not for storing food. We provide a declaration of compliance with the Order Confirmation or on request. Pass the food-contact and care information on the care card to your customers. Do not make wider claims about food contact.
9.4 Hand wash with warm water and mild soap. Dry at once. Never soak the Goods or use a dishwasher. Make sure your staff follow the care card.
9.5 These are not defects: damage from any dishwasher, including a professional one, from soaking, heat, misuse or use against the care card; normal wear; and changes or repairs not made by us.
10. Defects
10.1 Goods must match the Order Confirmation and our product description.
10.2 Tell us in writing about a defect without delay after you discover it, or should have under clause 8.6, with the order number, a description and photos. You must show that the defect existed when risk passed. Let us inspect the Goods on request.
10.3 You must notify a defect in writing no later than one year after delivery. This replaces the two-year period in the Danish Sale of Goods Act (købeloven). A claim for a notified defect lapses unless you start legal proceedings within one year after your notice. These periods do not apply if we have accepted responsibility for a longer period, or have acted fraudulently or with gross negligence.
10.4 For a duly notified defect, we may choose to repair or replace the Goods, give a price reduction or refund the price. If we do not provide a remedy within a reasonable time after your notice, you may cancel the affected Goods for a material defect. If we refund or you cancel, you return the Goods as we confirm. These remedies, and damages within the limits of clause 11, are your only remedies for defects.
10.5 We pay reasonable costs of returning defective Goods we have agreed to take back. Do not return Goods before we confirm how.
11. Liability
11.1 Our total liability under a Trade Order is limited to the invoice price of the affected Goods, excluding VAT. This limit does not reduce a refund for Goods we do not deliver or that you validly cancel.
11.2 We are not liable for indirect or consequential loss, such as lost profit, lost revenue, lost production, business interruption, loss of goodwill or contracts, and your liability to your clients for such loss.
11.3 Clauses 11.1, 11.2 and 11.6 do not apply to fraud, wilful misconduct or gross negligence, to death or personal injury, or to liability that the law does not allow us to limit.
11.4 Subject to clause 11.3, the limits in this clause 11 also apply to damage the Goods cause to property used only for business purposes. They do not limit mandatory product liability for personal injury or damage to other property.
11.5 You compensate us for third-party claims, and our reasonable costs, to the extent they arise from your breach of clauses 9.3 to 9.5, 12 or 17.6, from statements about the Goods we have not approved in writing, from Goods, images or files altered by you or your clients, or from resale that breaks the law.
11.6 Recall. If Goods must be recalled or corrected because of a defect for which we are responsible, we pay only the direct costs we agree with you in advance and in writing. We do not unreasonably refuse to agree costs the law requires you to incur.
12. Resale, images, files and trade mark
12.1 Resale prices. You set your own resale prices. Any retail price we recommend is a recommendation only. We do not suspend, close or change the terms of a Trade Account because of your resale prices, and we do not make a discount or any other benefit depend on a resale price.
12.2 Where and to whom you sell. You may resell the Goods to any customer, in any country, in shops and online, including marketplaces, and you may respond to unsolicited requests from customers anywhere. We do not restrict the territory into which, or the customers to whom, you resell, and we do not restrict your active or passive sales. There is no territorial exclusivity unless agreed in writing. If we ever set a requirement for how Goods are presented online or in shops, it will be a quality standard that applies equally to all resellers and does not limit where or to whom you sell.
12.3 As supplied. Do not repackage the Goods as another brand's product or put another brand on them.
12.4 Product safety. We are the business responsible for the safety of the Goods under EU product safety law. Pass on the identification, contact and care information supplied with the Goods. If you sell online to consumers in the EU, show in each listing the product safety information the law requires, including our name and addresses. Do not sell Goods you suspect are unsafe. Tell us at once about any safety concern, complaint or accident. Cooperate with us on any recall, including contacting your customers. Keep records of the businesses that supply you and that you supply.
12.5 Images and files. You may use the photos, cut-outs, product sheets and 2D/3D files we provide, free of charge, to present, specify, sell and publish Goods from Anonymia®, in any medium, including advertising and your clients' own publicity showing the Goods, such as photos of a hotel.
12.6 Credit the photos "Photo: Anonymia®". Do not alter colour, grain or shape. You may pass files to your clients, visualisers and contractors for a project with the Goods. Do not sell the files or use them for other products, to make or have made copies, imitations or derivative designs of the Goods, or to train artificial intelligence.
12.7 Accuracy of files. Files show the design, and each piece varies slightly. Check sizes against the product sheet before building work. We supply the files as they are.
12.8 Trade mark. The word mark Anonymia® is registered as an EU trade mark (EUTM 018837693). Anonymia ApS uses the Anonymia® name and logo and the product images under licence from their owners, with the right to grant the rights in this clause 12. Use the name and logo only to identify genuine Goods from Anonymia®. As a reseller, you may use the name in online advertising, including search keywords, and on marketplaces. Do not suggest a partnership we have not agreed in writing. Do not use or register a trade mark, company, domain or account name that contains or resembles Anonymia®, or register our designs. In a country where the word mark is not registered, write the name without ®.
12.9 Your licence. The rights in clauses 12.5 to 12.8 are a non-exclusive, non-transferable sublicence. You may extend them to your clients and to the businesses you sell the Goods to, on the terms of this clause 12. We may end them by written notice if you breach this clause 12 or our own licence ends. Material published before the notice may stay in use, unless the breach concerns it.
12.10 Misuse. Remove any use that breaches this clause 12 within five working days of our written request.
13. Force majeure
13.1 Neither party is liable for delay or failure caused by an event beyond its reasonable control that it could not reasonably avoid or overcome. Examples include natural disasters, epidemics, war, binding government restrictions, strikes, cyber attacks, and failures or shortages of wood, finishes, energy or transport, also at our suppliers and carriers. Force majeure never excuses a payment that is due.
13.2 The affected party tells the other promptly. If the event prevents performance for more than 60 days, either party may cancel the unperformed part of the Trade Order. We refund payments for Goods not delivered.
14. Personal data and confidentiality
14.1 Anonymia ApS and you are each an independent controller of the personal data exchanged under these Trade Terms. We use it to run your Trade Account, deliver and invoice, as our Privacy Policy explains: https://www.anonymia.com/privacy-policy. If you give us personal data of others, make sure you may share it and tell them about our Privacy Policy.
14.2 We keep your project details and your clients' details confidential. We use and share them only as needed to supply the Goods. We show or name your project only with your written consent.
15. Law and disputes
15.1 Danish law, excluding its conflict-of-law rules, governs these Trade Terms and every Trade Order. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
15.2 The courts of Denmark, with venue in Copenhagen, have exclusive jurisdiction over any dispute arising from or connected with these Trade Terms or a Trade Order.
15.3 These Trade Terms are written in English. The English version prevails. Translations are for information only.
16. Changes to these terms and contact
16.1 We may change these Trade Terms by written notice at least 30 days before the change applies, for Trade Orders confirmed after that date.
16.2 Contact: hello@anonymia.com. We reply within one working day.
17. General
17.1 Order of documents. For a Trade Order: a written agreement signed by both parties prevails, then the Order Confirmation, then these Trade Terms, then the Quotation. Our Terms and Conditions for website purchases do not apply to a Trade Order (clause 1.4).
17.2 Your terms. Your own purchase terms do not apply, even if your order refers to them, we do not object to them or we deliver. They apply only if we sign them.
17.3 Severability. If a clause or part of it is invalid, it applies to the extent the law allows, and the rest remains in force.
17.4 Assignment. You may transfer your rights or obligations only with our written consent. We may transfer our payment claims, and, with notice, a Trade Order to a successor to our business.
17.5 Notices. We send notices to your Trade Account email address. Send yours to hello@anonymia.com. An email counts as received on the next working day after it is sent.
17.6 Sanctions and export controls. We may ask for information about you, your client, the end user and the destination, and suspend or cancel a Trade Order without liability if it would breach sanctions or export controls. Do not sell, export or re-export the Goods, directly or through others, to Russia or Belarus, to any person or place subject to applicable EU, UN, UK or US sanctions, or in breach of any other sanctions or export controls. Pass this obligation on to your own buyers. Tell us at once if you learn of a breach.
17.7 No waiver. A delay in exercising a right does not waive it.
17.8 Whole agreement. The Order Confirmation, these Trade Terms and our product description are the whole agreement for a Trade Order. Other statements bind us only if we confirm them in writing. This does not limit liability for fraud.