1 Scope and contractual basis

These general terms and conditions of sale and delivery (the “Terms”) apply to sales and deliveries by MK Themed Attractions Aps. (Universal Statues) (the “Company”) to customers purchasing in the course of their business (the “Customer”).

The Terms cover the products specified in the individual agreement, including decorative figures, fibreglass products, themed decorations and electrical or moving products. Product-specific provisions apply only where relevant to the products purchased.

The Terms form part of the agreement when they have been provided to the Customer and incorporated into the parties’ agreement before or upon its conclusion.

Any deviations require the Company’s express written acceptance. Individually agreed provisions take precedence over the Terms.

The Customer’s purchasing terms do not apply unless expressly accepted by the Company in writing. Acceptance of an order, payment or delivery does not in itself constitute acceptance of the Customer’s terms.

2 Quotations and formation of the agreement

Unless otherwise stated, quotations are valid for 30 calendar days and are subject to the Company’s written acceptance of the order.

An automated acknowledgement confirms receipt of an order only. A binding agreement is concluded when the Company expressly accepts the order in writing.

The order confirmation must specify the products, quantities, prices and agreed delivery arrangements. The Customer must immediately notify the Company of any discrepancies.

Prices on the website and in catalogues are indicative. A binding agreed price may only be changed by agreement or pursuant to an express price adjustment clause included in the specific agreement.

3 Product specifications and custom orders

The products must conform to the specifications expressly agreed in writing.

Photographs, illustrations, catalogue descriptions and general product information are indicative unless expressly incorporated into the agreement. The Company may make minor technical and production-related changes that do not materially impair the agreed appearance, function, quality or safety. Agreed tolerances take precedence over general illustrations and descriptions.

Before placing an order, the Customer must provide accurate information about the intended use, destination, installation conditions and any special requirements.

For customised products, the Customer must, upon request, approve the relevant drawings, colours, dimensions, samples and other specifications in writing before production begins.

The Customer is responsible for the accuracy of its own information and for the text, dimensions, colour choices, placements and other matters expressly approved by the Customer. Features that conform to the Customer’s approval do not constitute a defect merely because the Customer subsequently wishes to have a different solution. The Customer bears any additional costs and consequences for the timetable arising from errors in the Customer’s information or changes to approved specifications. This does not limit the Company’s liability for departures from the approval, its own manufacturing defects or mandatory obligations.

Changes requested after approval require written agreement and may result in additional charges and revised delivery times.

The Customer warrants that it holds the necessary rights and permissions for logos, illustrations, designs and other materials supplied by the Customer or specified by it for use. The Customer must indemnify the Company against valid third-party claims and reasonable, documented costs of handling such claims to the extent that they arise from infringement of third-party rights by those materials. The Company must notify the Customer without undue delay and give the Customer a reasonable opportunity to participate in handling the matter. The Company may not settle a claim at the Customer’s expense without the Customer’s consent; such consent must not be withheld without reasonable grounds. This obligation does not cover infringements resulting from the Company’s independent changes made without the Customer’s approval.

4 Prices and payment

Prices are stated in the currency specified in the quotation or order confirmation and exclude VAT and any other applicable taxes and duties.

Unless otherwise agreed, prices include standard packaging suitable for the agreed transport. Special packaging, freight, insurance, loading and other handling or installation services are not included unless otherwise specified in the agreement. Such services and their prices must be agreed separately.

Payment must be made in full in advance against a pro forma invoice, no later than the stated payment date. The Company is not obliged to commence production or release the products until the agreed payment has been received.

The Customer bears charges imposed by its own bank and any intermediary banks.

In the event of late payment, the Company may charge interest and recovery costs in accordance with the Danish Interest Act and, upon written notice, suspend performance of the agreement. Delivery times are extended by the period of the payment delay and the reasonable time needed to resume production and delivery. The Customer bears reasonable, documented additional costs resulting from the delay. In the event of a material payment default, the Company may, after issuing a written demand and allowing a reasonable payment period to expire, terminate the affected order and claim compensation for its legally recoverable loss.

The Customer may not set off disputed counterclaims against amounts due. This restriction does not apply to claims acknowledged by the Company or established by a final judgment.

5 Delivery and transport and transfer of risk

Unless otherwise agreed in writing, delivery is made on the following basis:

EXW the collection address in Ringsted, Denmark, specified in the quotation or order confirmation – Incoterms® 2020.

If no other collection address is specified, the Company’s registered address stated above applies.

Delivery and transfer of risk take place in accordance with the agreed Incoterms® rule.

Under EXW, delivery takes place when the products are placed at the Customer’s disposal at the agreed place and time, not loaded onto the collecting vehicle. The products must be identified as belonging to the relevant order. The Company will notify the Customer when the products are ready for collection. From that point, the Customer bears the risk of accidental loss and accidental damage in accordance with EXW, including during loading and subsequent transport.

The Customer is responsible for loading, transport, cargo insurance and export, transit and import formalities to the extent that these fall to the Customer under the agreed Incoterms® rule and applicable law.

If the Company books transport at the Customer’s request, it does so, as a rule, on the Customer’s behalf and at the Customer’s expense and risk. Before booking, the parties must clarify in writing who is a party to the contract of carriage and which transport terms apply. Assistance with booking transport or separate invoicing of freight does not in itself change the agreed transfer of risk.

The Company will arrange cargo insurance only by express written agreement. The Customer is responsible for ensuring the desired insurance coverage from the transfer of risk. If the Company is to assist with loading, the scope, price and allocation of liability must be agreed in writing before loading.

If FCA or another delivery term is agreed for an order, both the precise place of delivery and Incoterms® 2020 must be specified. The separately agreed rule takes precedence over the EXW provisions above. Delivery using the Company’s own vehicle must be agreed separately, including the point at which risk transfers.

The transfer of risk does not relieve the Company of liability for defects that existed at that time or for the Company’s own breach of the agreement.

6 Delivery times and delayed collection

Delivery times are indicative unless expressly confirmed in writing as binding. They are subject to timely payment, receipt of the necessary information and the Customer’s approvals.

Dispatch dates and estimated arrival dates are distinct. An estimated transit time is not a guaranteed arrival date.

Before placing an order, the Customer must disclose any critical deadlines for events or installation. Such deadlines are binding on the Company only if expressly accepted in writing.

The Company must inform the Customer of anticipated material delays and provide a revised estimated delivery time.

If the Company fails to meet a binding delivery date for reasons for which it is responsible, the Customer may, by written notice, require delivery within an additional reasonable period. If that period expires without delivery, the Customer may terminate the affected, undelivered part of the order and obtain a refund of amounts paid for that part. Claims for damages are subject to clause 13.

The Customer must collect the products on the agreed date or, if no date has been agreed, no later than five working days after notification that the products are ready. This does not change the time at which risk transfers under clause 5.

In the event of delayed collection or receipt, the Company may store the products at its own premises or with a third party at the Customer’s expense. Storage and handling are charged at the rates incorporated into the agreement or, otherwise, on the basis of reasonable, documented costs. The Customer also bears reasonable, documented costs of unsuccessful transport journeys, additional transport and handling attributable to the Customer’s circumstances. Failure to collect or receive the products does not defer the Customer’s payment obligation.

Before the Company terminates the agreement due to failure to collect, the Customer must receive written notice and a reasonable final period within which to collect the products. The financial settlement must take account of legally recoverable losses, costs saved and net proceeds from any resale, without double recovery.

7 Cancellation and voluntary returns

The Customer has no contractual right to cancel a binding order or return non-defective products unless the Company agrees in writing.

Requests for cancellation or postponement must be made in writing. The Company is not obliged to accept them. Any acceptance may be conditional on payment for work performed, purchases, binding supplier commitments, administration and other documented loss, including lost contribution margin. Costs saved and net amounts recovered through alternative use or resale must be deducted so that the Company does not obtain double recovery.

Advance payments may be applied against the Company’s valid claims arising from cancellation. Any surplus will be refunded, and any shortfall must be paid by the Customer. Cancellation is agreed only when the Company has accepted both the cancellation and its financial terms in writing.

This applies in particular to customised products, products manufactured to order and products procured specifically for the Customer.

For any agreed voluntary return, the parties must agree in writing before dispatch on the required condition of the products, packaging, transport costs and any handling fee.

These restrictions relate solely to cancellation and voluntary returns. They do not limit the Customer’s remedies for defects or other breaches under the Terms.

8 Retention of title

To the extent permitted by applicable law, title to the products remains with the Company until the purchase price for the products has been paid in full.

Retention of title does not postpone the transfer of risk.

9 Inspection and notification of defects

Upon receipt, the Customer must check the number of packages and any visible transport damage and then, without undue delay, inspect the quantity, identity, condition and function of the products to the extent possible through a normal professional inspection. Where reasonably possible, inspection must take place before installation, incorporation, resale or use. The Customer may not defer inspection solely because the products are intended for later use or a future season.

Visible defects, shortages and incorrect deliveries must be reported to the Company in writing without undue delay and no later than eight calendar days after physical receipt.

Hidden defects must be reported in writing without undue delay and no later than eight calendar days after they were or ought to have been discovered, subject to clause 10.

The notification must identify the order and the affected products, describe the problem and include relevant documentation/pictures that is reasonably available.

In the event of transport damage, the Customer must:

· have visible damage recorded with the carrier upon receipt;

· photograph the products and packaging wherever possible;

· retain relevant packaging for inspection; and

· notify the carrier and insurer within their applicable time limits.

Notification to the Company does not replace notification to the carrier and does not make the Company liable for damage occurring after the transfer of risk.

Failure to comply with the applicable notification requirements results in forfeiture of claims relating to the defect in question to the extent permitted by law.

10 Liability for defects and remedies

The Company is liable for defects in materials and workmanship and for non-conformity with expressly agreed specifications existing at the transfer of risk, provided that the defect becomes apparent within 12 months after delivery under clause 5.

This agreed period of liability for defects replaces any longer period that would otherwise apply, to the extent that this may lawfully be agreed. A defect becoming apparent within that period must be notified within the time limit in clause 9, even if that notification period expires shortly after the 12-month period.

Liability for defects does not cover faults or damage caused by:

· incorrect handling, installation, storage or maintenance;

· use contrary to the instructions supplied or the agreed operating conditions;

· unsuitable power supplies or unapproved components;

· unapproved modifications or repairs;

· normal wear and tear, misuse, impact or other external damage.

An exclusion applies only to the extent that the circumstances listed have caused or contributed to the problem.

The Customer must provide the Company with access to relevant documentation and a reasonable opportunity to investigate and remedy the reported defect. The Customer must limit further damage and cease use if continued use could worsen the defect or create a hazard. Returns require prior written agreement and must include the order reference and suitable packaging in accordance with the Company’s instructions.

The Customer may not carry out or commission repairs, replacement or other work at the Company’s expense without the Company’s prior written acceptance. This does not apply to urgent and reasonable measures that the Customer is entitled to take under mandatory law. In such cases, the Customer must immediately notify the Company and document the circumstances.

The Company has the initial choice between repairing and replacing the affected product or component and may carry out remedial work at its own workshop or by supplying spare parts where this is an appropriate and safe solution. Remedial action will be taken at the Company’s expense within a reasonable time. The Customer must assist with troubleshooting and provide the necessary access to the products. Costs of work at the installation site are governed below.

If the defect is not effectively remedied within a reasonable time following written notice, the Customer may require an appropriate price reduction or, in the case of a material defect, terminate the purchase of the affected product against return of the product and refund of the purchase price.

The Company bears reasonable transport costs approved in advance for valid defect claims. Work at the installation site, dismantling, reinstallation and third-party work are not covered unless agreed in writing or required by mandatory law.

If investigation shows that the claim falls outside the Company’s liability for defects, the Company may charge reasonable inspection, handling and transport costs at the prices and on the terms disclosed to the Customer before the investigation. Repairs outside the scope of liability for defects will only be carried out once the Customer has accepted the pricing basis.

Repair or replacement does not restart the original period of liability for defects, to the extent that this may lawfully be agreed. A valid claim for a defect notified in time does not lapse solely because remedial action takes place after the period has expired.

Claims for damages are subject to clause 13.

11 Product specific requirements

11 1 Handmade and hand painted products

Handmade and hand-painted products may exhibit minor individual variations in colour, texture, surface finish, shape and dimensions. If precise tolerances or uniformity are critical to the Customer, they must be agreed in writing before acceptance of the order. Agreed tolerances and expressly approved samples take precedence. Minor variations customary for the relevant craft production do not constitute defects where they are within agreed tolerances, if any, and do not materially affect the agreed appearance, function, durability or safety.

Expressly agreed specifications and approved samples remain the basis for assessing whether the product conforms to the agreement.

11 2 Fibreglass figures and decorative products

Suitability for indoor or outdoor use must be stated in the agreed specifications and product documentation.

The Customer must follow instructions concerning handling, lifting, positioning, securing, cleaning, maintenance and storage.

The products must not be sat on, climbed on, stood on or used to bear loads unless expressly designed and specified for that purpose. For products intended for interaction, the specified load limits and conditions of use must be observed.

Outdoor use must remain within the documented limits relating to environmental and weather conditions. Damage resulting from use outside those limits is excluded from liability for defects only to the extent that such use caused or contributed to the damage.

11 3 Electrical and moving products

Supply voltage, frequency, power supply, duty cycle and suitability for particular environmental conditions are product-specific and set out in the relevant documentation.

The Customer must use the specified power supplies and follow instructions concerning moisture, ventilation, moving parts and public access.

Installation and maintenance must be performed by persons with the necessary qualifications where required. Safety devices must not be removed or disabled.

12 Installation and legal compliance and safety

Installation, commissioning and services at the installation site are not included unless expressly incorporated into the agreement.

The Customer is responsible for suitable access, unloading and installation conditions, necessary local permits and installation in accordance with the instructions, including stability, securing and safety distances. The Customer must establish the load-bearing capacity, suitability of the supporting surface, power supply and other conditions at the installation site unless the Company has expressly undertaken a specific assessment of these matters.

If installation services are agreed, their scope, timetable and the Customer’s assistance must be specified in writing. Waiting time, additional visits and other extra work attributable to the Customer’s circumstances will be charged at the agreed rates or, if no rates have been agreed, at a reasonable price of which the Customer will be informed in advance wherever possible.

The Company must comply with the mandatory product requirements applicable to it and supply legally required product documentation and safety instructions.

Before placing an order, the Customer must disclose the intended destination and any known local requirements concerning certification, language, marking or technical matters. Necessary adaptations must be agreed before the order is accepted.

The Customer remains responsible for the obligations imposed on it by law as an importer, distributor, installer or operator. The Terms do not transfer statutory obligations that remain with the Company.

The Customer must immediately report suspected safety defects or safety incidents and cooperate in necessary corrective action, including traceability, withdrawal or recall. Costs are allocated in accordance with applicable law and responsibility for the underlying circumstances.

13 Limitation of liability

Subject to the exceptions below, the Company’s aggregate liability for damages arising out of or in connection with an order, whether in contract, tort or otherwise, may not exceed the net purchase price of the products giving rise to the claim.

Subject to the same exceptions, the Company is not liable for loss of profit, revenue, production, business opportunities, anticipated savings or goodwill, or for indirect or consequential loss or damage.

The Customer must take reasonable measures to prevent and mitigate loss.

These exclusions and limitations of liability do not apply to fraud, wilful misconduct, gross negligence, death or personal injury for which the Company is legally liable, mandatory product liability or any other liability that cannot lawfully be excluded or limited.

This clause does not remove obligations to remedy defects or make refunds expressly provided for in the Terms. Neither party may obtain double recovery for the same loss.

14 Force majeure

Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control which it could not reasonably have foreseen when the agreement was concluded, or avoided or overcome.

Such events may include war, natural disasters, fire, government restrictions, embargoes and serious transport or supply disruptions where the above conditions are met. Supplier failure is covered only if caused by such an event.

The affected party must immediately notify the other party, explain the anticipated impact and take reasonable measures to limit the consequences. Performance deadlines are extended to reflect the impact of the event.

If performance of an affected part of an order is prevented for more than 90 consecutive days, either party may terminate that part by written notice. Advance payments for undelivered products covered by the terminated part will be refunded.

Lack of liquidity, declining demand or cancellation of the Customer’s event does not in itself constitute force majeure. Payment obligations are not extinguished by force majeure; refunds upon termination are, however, governed by the provision above. Payment for products already delivered remains due as agreed.

15 Export controls and sanctions

Each party must comply with the export controls, sanctions and trade restrictions applicable to it.

The Customer must supply information reasonably necessary to establish the destination, end user and intended use and must not transfer or use the products in breach of applicable restrictions.

The Company may suspend performance while reasonably necessary compliance checks are carried out and may refuse or terminate performance if it would be unlawful.

Payments for undelivered products will be settled in accordance with applicable law, including any restrictions on refunds.

16 Intellectual property and confidentiality

Rights to the Company’s designs, drawings and documentation remain with the Company or the relevant rights holder. The purchase does not transfer intellectual property rights other than the right to use and resell the products as intended.

The Customer may not, without permission, copy protected designs or use confidential technical information to manufacture or commission copies.

Each party must protect non-public commercial and technical information received from the other party and use it solely to perform the agreement. This does not prevent disclosure required by law or the use of information lawfully obtained independently.

17 General provisions

“In writing” includes email.

If a provision is invalid or unenforceable, the remaining provisions remain in effect to the extent legally possible.

The version incorporated into the agreement applies to that agreement. Subsequent amendments do not have retroactive effect unless otherwise agreed.

The Danish version takes precedence in the event of discrepancies between language versions, unless it is expressly agreed that a specific English version, provided to the Customer before or upon conclusion of the agreement, takes precedence.

18 Governing law and jurisdiction

The agreement and any disputes arising out of or in connection with it are governed by Danish substantive law, excluding Danish conflict-of-laws rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

The Danish courts have exclusive jurisdiction.

Proceedings must be brought before the Maritime and Commercial High Court in Copenhagen if the dispute falls within that court’s subject-matter jurisdiction. In all other cases, proceedings must be brought before the Danish district court in whose judicial district the Company has its registered office, subject to mandatory rules on subject-matter jurisdiction.

This provision does not prevent either party from applying to another competent court for interim relief or enforcement of a judgment.

Terms & Conditions