TERMS AND CONDITIONS OF SALE AND DELIVERY

Dragon A/S
C.E. Christiansens Vej 46
DK-4930 Maribo
Denmark
CVR No.: 30503910
E-mail: sales@dragon.dk
Web: www.dragon.dk

These Terms and Conditions of Sale and Delivery apply from 01 October 2026 and replace all previous versions.

  1. Application and Contract Basis

These Terms and Conditions of Sale and Delivery apply to all quotations, sales and deliveries made by Dragon A/S ("Dragon") to business customers unless otherwise agreed in writing.

The contractual basis consists of the following documents in descending order of priority:

  1. Order confirmation issued by Dragon A/S
  2. Any separate written customer agreement
  3. Written quotation issued by Dragon A/S
  4. These Terms and Conditions of Sale and Delivery

The customer’s own purchasing, sales or delivery conditions shall not apply unless expressly accepted in writing by Dragon.

These terms apply exclusively to business-to-business (B2B) transactions.

  1. Quotations, Orders and Amendments

Quotations are valid for the period stated therein. If no validity period is specified, the quotation shall expire 30 days from the quotation date.

An order shall only become binding upon Dragon when confirmed in writing or when production has commenced.

The customer shall immediately review the order confirmation and notify Dragon of any errors or discrepancies.

Any amendment or cancellation after issuance of the order confirmation requires Dragon’s written approval.

The customer shall reimburse all documented costs arising from such amendment or cancellation, including costs relating to:

  • Raw materials
  • Printing and packaging
  • Production preparation
  • Tooling and set-up
  • Administration
  • Work already performed
  1. Prices

All prices are exclusive of:

  • VAT
  • Customs duties
  • Taxes and governmental charges
  • Freight
  • Insurance
  • Packaging
  • Pallets
  • Other delivery-related costs

Dragon reserves the right to adjust agreed prices prior to delivery in the event of significant changes in:

  • Raw material costs
  • Energy costs
  • Exchange rates
  • Labour costs
  • Transportation costs
  • Customs duties and taxes
  • Governmental requirements

The customer shall be informed of any price adjustment as soon as reasonably possible.

  1. Delivery

Delivery shall be made in accordance with the delivery term specified in the quotation or order confirmation and interpreted in accordance with Incoterms® 2020.

Unless otherwise agreed, delivery shall be:

FCA Dragon A/S, C.E. Christiansens Vej 46, DK-4930 Maribo, Denmark, Incoterms® 2020

Risk passes to the customer in accordance with the agreed Incoterms rule.

Dragon may make partial deliveries and invoice such deliveries separately.

Any delivery dates stated are estimates only unless expressly agreed in writing as binding.

Delay shall not entitle the customer to cancel the purchase or claim damages unless Dragon has materially exceeded an expressly agreed binding delivery date.

  1. Stocked Goods and Purchase Obligation

Goods produced, purchased or stocked specifically for the customer shall be accepted by the customer in accordance with the parties’ agreement.

If the customer fails to take delivery at the agreed time, Dragon shall be entitled to:

  • Invoice the goods
  • Store the goods at the customer's risk and expense
  • Charge documented storage costs
  1. Customised Products and Private Label Products

Custom-made products, private label products, special productions and products manufactured according to customer specifications may not be cancelled, returned or exchanged without Dragon’s prior written consent.

The customer is responsible for the accuracy of:

  • Specifications
  • Dimensions
  • Drawings
  • Labels
  • Print artwork
  • Packaging design
  • Trademarks
  • Technical requirements

The customer warrants that supplied materials do not infringe any third-party rights and shall indemnify Dragon against any claims arising therefrom.

Dragon may freely use subcontractors for production, printing, packaging and delivery.

  1. Production Equipment and Set-Up Materials

Printing cylinders, printing plates, cutting tools, colour references, artwork files, tooling, set-ups and other production aids developed or produced by Dragon shall remain the property of Dragon unless otherwise agreed in writing.

Any payment by the customer for development, set-up or establishment costs shall not confer ownership of such equipment.

  1. Quantity and Production Variations

For customised production, Dragon may deliver and invoice an overrun or underrun of up to 10%, unless otherwise agreed.

Dragon shall be entitled to invoice the actual quantity delivered.

Minor variations in:

  • Colour
  • Shade
  • Grain structure
  • Flexibility
  • Weight
  • Thickness
  • Dimensions
  • Winding
  • Joints
  • Packaging

shall not constitute a defect where such variation is customary or does not materially affect the intended use of the product.

  1. Customer Testing and Use

The customer is responsible for ensuring that the products are suitable for the intended application.

New or modified products should be tested under the customer's actual production conditions before full-scale use.

Technical data, samples, data sheets and recommendations are provided for guidance only unless specifically guaranteed in writing.

Dragon accepts no liability for defects resulting from:

  • Improper storage
  • Improper use
  • Improper processing
  • Insufficient testing
  1. Payment

Payment shall be made in accordance with the payment terms stated on the invoice.

In case of late payment, Dragon shall be entitled to charge interest in accordance with applicable law.

Dragon may also charge:

  • Reminder fees
  • Statutory compensation fees
  • Debt collection costs

Where there is reasonable doubt concerning the customer's financial position, Dragon may require:

  • Prepayment
  • Bank guarantee
  • Other satisfactory security

The customer is not entitled to withhold payment or set off claims without Dragon’s prior written consent.

  1. Retention of Title

All delivered goods shall remain the property of Dragon until full payment has been received.

The customer shall keep the goods properly stored and identifiable as long as Dragon's retention of title remains in effect.

  1. Inspection and Claims

The customer shall inspect the goods immediately upon receipt.

Claims regarding visible defects, shortages or incorrect deliveries must be submitted in writing no later than eight (8) calendar days after delivery.

Claims regarding hidden defects must be submitted without undue delay after discovery and in any event no later than six (6) months after delivery.

A claim shall include:

  • Order number
  • Invoice number
  • Product number
  • Batch number
  • Description of the defect
  • Relevant photographic evidence

The customer shall not resell, further process or use goods alleged to be defective without Dragon’s prior written consent.

In the event of a justified claim, Dragon may at its sole discretion:

  1. Remedy the defect
  2. Replace the goods
  3. Grant a proportional price reduction
  4. Credit the goods

These remedies shall constitute the customer's sole and exclusive remedies.

  1. Returns

Returned goods will only be accepted with Dragon’s prior written approval.

Approved returned goods must be:

  • Unused
  • Undamaged
  • In their original packaging

Dragon may deduct transportation, inspection, handling and administrative costs from any credit issued.

Customised and private label products cannot be returned.

  1. Limitation of Liability

Dragon’s total liability shall never exceed the invoiced value of the specific delivery giving rise to the claim.

Dragon shall not be liable for:

  • Loss of production
  • Loss of profit
  • Loss of revenue
  • Loss of business
  • Loss of goodwill
  • Loss of data
  • Indirect losses
  • Consequential damages

Any claim against Dragon must be brought no later than twelve (12) months after delivery.

  1. Product Liability

Dragon shall only be liable for product liability to the extent required by mandatory law.

Dragon shall not be liable for:

  • Damage to the customer’s products
  • Damage to products into which the goods have been incorporated
  • Damage arising from further processing
  • Damage resulting from incorrect use

If Dragon incurs liability towards a third party beyond that provided for under these terms, the customer shall indemnify Dragon to the fullest extent permitted by law.

  1. Force Majeure

Dragon shall not be liable for any failure or delay caused by circumstances beyond its reasonable control, including:

  • Raw material shortages
  • Energy shortages
  • Supplier failures
  • Transport disruptions
  • Port disruptions
  • IT failures
  • Machinery breakdowns
  • Fire
  • Flooding
  • Pandemic
  • Strike
  • Lockout
  • War
  • Terrorism
  • Sanctions
  • Trade restrictions
  • Government intervention

Delivery times shall be extended accordingly.

If the impediment continues for more than ninety (90) days, either party may terminate the unperformed part of the agreement without liability.

  1. Intellectual Property Rights and Confidentiality

All intellectual property rights relating to:

  • Products
  • Production methods
  • Quotations
  • Calculations
  • Technical materials
  • Samples
  • Know-how

shall remain the property of Dragon.

Both parties shall keep all non-public information confidential during and after the business relationship.

  1. Export Control and Sanctions

The customer shall comply with all applicable export control laws, sanctions regulations and trade restrictions.

The customer may not export, re-export or use Dragon's products in violation of applicable EU, UN, UK or US sanctions or export regulations.

Dragon may suspend or terminate deliveries if there is a risk of violation of such regulations.

  1. Personal Data

Dragon processes personal data relating to customer contacts in connection with:

  • Sales
  • Customer service
  • Delivery
  • Invoicing
  • Administration

Such processing is carried out in accordance with applicable data protection legislation.

Further information is available in Dragon's Privacy Policy.

  1. Governing Law and Jurisdiction

These terms and any agreement between the parties shall be governed by Danish law.

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

Any dispute which cannot be settled amicably shall be submitted to:

The Court of Nykøbing Falster (Retten i Nykøbing Falster), Denmark

as the court of first instance.