GENERAL TERMS AND CONDITIONS OF SALE

Nobilis World ApS

Effective from 1 October 2026

§ 1. General Provisions

1. These General Terms and Conditions of Sale (hereinafter referred to as the "Terms and Conditions") form an integral part of all quotations, orders, sales agreements and deliveries made by Nobilis World ApS, hereinafter referred to as the "Seller".

2. These Terms and Conditions apply to wholesale transactions, particularly those involving decorative branches, plants, coniferous trees, Christmas trees, plant materials and products made from such materials.

3. These Terms and Conditions apply exclusively to business-to-business (B2B) transactions.

4. These Terms and Conditions become binding upon the Buyer if they have been made available to the Buyer before the conclusion of the contract or at the time of order confirmation and have been incorporated into the contract.

5. Any amendments, additions or deviations from these Terms and Conditions require written confirmation by the Seller. Email correspondence shall also be considered an acceptable written form.

6. Orders must be submitted to the following email address: info@nobilis.world.

7. In the event of any inconsistency between these Terms and Conditions and individual arrangements confirmed in writing by both parties, the individually agreed terms shall prevail.

§ 2. Quotations and Orders

1. Commercial quotations, price lists and information regarding product availability are provided for informational purposes only and do not constitute binding offers unless expressly stated otherwise by the Seller.

2. All quotations are subject to stock availability unless otherwise agreed.

3. An order becomes binding once it has been confirmed by the Seller.

4. The order confirmation should specify, in particular, the type of goods, quantity, price and agreed collection or delivery date.

5. Any changes to quantities, product assortment, collection dates or other order conditions require the Seller's prior written consent.

6. Once the preparation, cutting, packaging or assembly of an order has commenced, the Buyer may not unilaterally cancel the order.

7. If an order is cancelled with the Seller's consent, the Buyer shall reimburse the Seller for reasonable and documented costs incurred in fulfilling the order, including production, cutting, packaging and preparation costs, to the extent such costs have not otherwise been recovered.

8. The Seller reserves the right to refuse new orders if the Buyer has outstanding payments or has previously failed to comply with agreed collection conditions.

§ 3. Prices and Payment Terms

1. Product prices are determined by the Seller's current price list or an individual commercial quotation.

2. All prices are quoted net of VAT and exclude transportation costs unless otherwise agreed.

3. The Seller reserves the right to amend its price list during the season. Such changes shall not apply to orders already confirmed unless otherwise agreed by the parties.

4. Prices expressed in euros may be converted into the local currency at the exchange rate specified in the order confirmation or otherwise agreed between the parties.

5. The price list remains valid until 31 December of the relevant calendar year or until a new price list is published.

6. Wholesale prices apply to orders exceeding EUR 20,000 excluding VAT, unless otherwise specified in an individual quotation.

7. The standard payment condition is 100% advance payment before collection or dispatch of the goods, unless the parties have agreed otherwise in writing.

8. The Seller reserves the right to withhold the release of goods until the required payment has been received in full.

9. In the event of late payment, the Seller may charge statutory interest in accordance with applicable Danish law and recover legally permitted debt collection costs.

10. Where there are reasonable grounds to believe that the Buyer may become insolvent, the Seller may suspend further deliveries and require advance payment or appropriate financial security, in accordance with applicable law.

§ 4. Delivery and Collection of Goods

1. The goods shall be made available for collection at the location and on the date agreed in the order confirmation.

2. The Buyer is obliged to collect the goods on the exact agreed date. Any change to the collection date requires the Seller's prior written consent.

3. The Buyer is responsible for arranging suitable transportation and ensuring the timely arrival of the vehicle unless otherwise agreed in writing.

4. Where the Buyer arranges transportation, delivery shall take place when the goods are handed over to the Buyer or the Buyer's carrier, normally during loading.

5. The risk of accidental loss or damage to the goods passes to the Buyer upon delivery, subject to the provisions of § 5 concerning delayed collection.

6. The Seller shall provide suitable personnel and equipment for loading at the agreed time. The planned loading time should not exceed 5 hours from the arrival of a vehicle ready for loading.

7. In certain operational circumstances, the Seller may load goods for several Buyers at the same time, which may result in minor delays.

8. The Buyer is responsible for ensuring appropriate transportation conditions for the goods, particularly adequate ventilation, temperature control and load security after delivery.

9. Transportation costs shall be borne by the Buyer unless otherwise agreed in writing.

§ 5. Delayed Collection of Goods and Transfer of Risk

1. The Buyer is strictly obliged to collect the ordered goods on the agreed and confirmed collection date.

2. If the goods have been prepared, identified and allocated to the Buyer, and made available for collection on the agreed date, but the Buyer fails to collect them for reasons attributable to the Buyer, the risk of accidental loss, damage and deterioration in the quality of the goods shall pass to the Buyer upon expiry of the agreed collection deadline.

3. The transfer of risk shall take effect even if the goods physically remain at the Seller's plantation, warehouse or any other location under the Seller's control.

4. Due to the natural characteristics of the products sold, the Buyer acknowledges that fresh plant materials, particularly cut decorative branches, are susceptible to rapid deterioration during storage.

5. The Seller shall not be liable for deterioration in quality resulting from delayed collection attributable to the Buyer, including but not limited to:

   • loss of freshness and natural appearance,

   • drying out and needle loss,

   • overheating and heat damage to goods stored on pallets,

   • discoloration, staining and browning,

   • mould growth and natural biological processes,

   • loss of commercial value.

6. Where deterioration in quality results from delayed collection attributable to the Buyer, such deterioration shall not constitute grounds for a price reduction, replacement of goods, cancellation of the order or reimbursement of payments already made.

7. The Seller shall exercise reasonable care in safeguarding goods remaining under its control. The provisions of this section shall not exclude the Seller's liability for damage resulting from its own negligent acts or omissions.

8. If the Buyer fails to collect the goods on the agreed date, the Seller shall be entitled to charge the Buyer for reasonable additional costs arising from the delay, including storage, protection, handling, relocation or further preparation of the goods.

9. The Seller is not obliged to provide additional storage facilities or storage time without a separate agreement.

10. If the Buyer fails to collect the goods on the agreed date, the Seller may request immediate collection and specify an additional collection deadline.

11. Where continued storage involves a risk of rapid deterioration, excessive costs or significant operational difficulties, the Seller may resell the goods to a third party for the Buyer's account, subject to the requirements of Danish law, including the obligation to notify the Buyer in advance where reasonably possible.

12. If uncollected goods are resold, the Seller may claim reasonable losses resulting from the Buyer's failure to fulfil its collection obligations, taking into account the amount received from the resale.

13. Delayed collection or complete failure to collect the goods shall not release the Buyer from its payment obligations arising from the order and applicable law.

14. Agreement on a new collection date shall not automatically release the Buyer from liability for the original delay or restore the Seller's liability for natural deterioration occurring after the original collection deadline, unless expressly agreed otherwise by the parties.

§ 6. Retention of Title

1. The goods shall remain the property of the Seller until the purchase price has been paid in full, to the extent permitted by applicable law.

2. Retention of title shall not affect the transfer of risk provisions set out in § 4 and § 5 of these Terms and Conditions.

3. In the event of non-payment, the Seller may exercise the remedies available under applicable law, including claiming payment or recovery of the goods where legally justified.

4. The Buyer shall be responsible for damage to or depreciation of the goods during the period in which the Buyer bears the risk under these Terms and Conditions.

§ 7. Product Range and Quality

1. The Seller shall supply products conforming to the agreed quality specifications and confirmed order.

2. Due to the natural origin of the products, variations in colour, texture, shape, length and branch density are permitted, provided that they do not violate the agreed quality requirements.

3. Product photographs, catalogues and marketing materials are for illustrative purposes only unless specific product specifications have been agreed in writing.

4. The Buyer acknowledges that fresh plant materials require appropriate transportation, ventilation and storage conditions.

5. The Seller shall not be liable for deterioration in quality caused by improper transportation, storage, exposure to high temperatures, inadequate ventilation or other improper actions by the Buyer or persons acting on the Buyer's behalf.

6. Natural deterioration of plant materials after the transfer of risk to the Buyer shall not constitute a product defect, provided that such deterioration does not result from circumstances for which the Seller is responsible.

§ 8. Complaints and Claims

1. The Buyer shall inspect the quantity, type, packaging and visible quality of the goods upon collection or immediately after delivery.

2. Complaints concerning visible defects or quantity shortages must be reported immediately upon discovery and no later than 24 hours after collection or delivery, subject to any mandatory provisions of applicable law.

3. Complaints must be submitted to info@nobilis.world and include:

   • the invoice or order number,

   • a detailed description of the non-conformity,

   • the quantity of goods concerned,

   • photographic documentation,

   • the collection or delivery date.

4. Hidden defects that could not reasonably have been detected during a standard inspection must be reported without undue delay after discovery, in accordance with applicable law.

5. The Buyer shall allow the Seller to inspect the goods subject to a complaint. Where reasonably possible, the goods should remain available for inspection until the complaint has been assessed.

6. Complaints concerning deterioration in quality resulting from delayed collection, improper transportation or storage after the transfer of risk to the Buyer shall not be accepted unless the damage results from circumstances for which the Seller is responsible.

7. Where a complaint is accepted, the Seller may, to the extent permitted by law and the agreed contractual terms, replace defective goods, supply missing quantities or issue an appropriate refund.

8. Submission of a complaint does not automatically entitle the Buyer to withhold full payment for the order, subject to any rights available under applicable law.

9. To the extent permitted by law, the Seller shall not be liable for indirect losses, loss of profits, production downtime, loss of contracts or other consequential damages.

10. Subsequent resale of the goods shall not release the Buyer from its obligation to inspect the goods and submit complaints within the required time limits. However, resale alone shall not automatically result in the loss of rights arising from mandatory provisions of applicable law.

§ 9. Force Majeure

1. The Seller shall not be liable for failure to perform or delays in fulfilling its obligations resulting from circumstances beyond its reasonable control that could not reasonably have been foreseen or avoided.

2. Force majeure events include, but are not limited to:

   • extreme weather conditions,

   • natural disasters,

   • fires and floods,

   • epidemics,

   • strikes and serious labour market disruptions,

   • infrastructure failures,

   • transportation restrictions,

   • acts of war,

   • governmental decisions and administrative restrictions.

3. In the event of force majeure, the Seller shall inform the Buyer within a reasonable period of the circumstances and their expected impact on the order.

4. If performance becomes permanently impossible, the parties shall settle the order in accordance with applicable law.

5. Force majeure provisions shall not release the Buyer from the obligation to pay amounts already due for goods for which the Buyer bears the risk, to the extent required by applicable law and the contract.

§ 10. Governing Law and Dispute Resolution

1. The parties shall first seek to resolve any disputes arising from the performance of orders through amicable negotiations.

2. If an amicable settlement cannot be reached, disputes shall be resolved by the competent Danish court having territorial jurisdiction over the registered office of Nobilis World ApS, to the extent permitted by applicable law.

3. All contracts shall be governed by Danish law, subject to applicable mandatory legal provisions.

4. To the extent permitted by law, the parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

5. These Terms and Conditions may be made available in Polish and English. In the event of any discrepancies in interpretation, the English version approved by the Seller shall prevail.

§ 11. Final Provisions

1. These Terms and Conditions shall enter into force on 1 October 2026 and shall apply to orders concluded on or after that date, provided that they have been validly incorporated into the relevant contract.

2. The Seller reserves the right to update these Terms and Conditions. Amendments shall not apply to contracts already concluded unless expressly agreed otherwise by the parties.

3. If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

4. The current version of these Terms and Conditions shall be made available to Buyers by the Seller.

Nobilis World ApS

Email: info@nobilis.world

Nobilis World ApS
Århusvej 45, 8963 Auning, Danmark
VAT: DK39737426
E-mail:  info@nobilis.world