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GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1 March 2023
These General Terms and Conditions of Sale and Delivery ("T&C") shall apply to any sale of products, materials,
and related services ("GUBI Products") that GUBI A/S (a Danish public limited company) or any of its
subsidiaries (jointly referred to as "GUBI") sells or offers to sell from time to time to any GUBI customer (a
GUBI's acceptance of an order is expressly made conditional upon Partner's acceptance of the T&C. Accordingly,
GUBI is not bound by any additional or different terms and conditions, or requirements set forward by Partner,
even if GUBI has not in any way disputed such terms and conditions or requirements and in case of conflict or
inconsistency, the T&C shall prevail. No waiver, amendment or modification to the T&C requested by Partner
shall be binding upon GUBI unless made in writing and signed by a duly authorised representative of GUBI.
Quotations submitted by GUBI to Partner are valid for 30 days after the date of quotation unless otherwise
expressly stated by GUBI.
Quotations are not binding prior to Partner’s receipt of GUBI's order confirmation which will also show the
updated estimated shipment date.
Orders must be placed by Partners in writing and are subject to acceptance by GUBI. An order is deemed accepted
upon GUBI's issue of an order confirmation. Orders shall be entered at the prices set out in GUBI's price list in
force on the date of GUBI’s receipt of the order or at the prices stated in a valid quotation, respectively.
GUBI accepts corrections, or changes to orders without any handling fee or charge, provided that Partner notifies
GUBI in writing within 24 hours from Partner's receipt of the order confirmation (and within 48 hours for
upholstered products). Changes or corrections of orders thereafter as well as any request for cancellation of order
requires GUBI's prior written acceptance and always subject to GUBI being paid in full of all amounts due under
the order delivered to the Partner up to the date of the cancellation and/or change including a handling fee on
terms established by GUBI to indemnify GUBI for any loss.
GUBI reserves the right to refuse any new orders from a Partner until any payments due have been paid in full.
GUBI price list states Partner Trade Prices ("PTP") in selected local currencies exclusive of VAT, taxes,
duties, packaging, transportation costs, and insurance. GUBI price list also includes recommended resale prices
("RRP") for Partners' sale of GUBI products. The RRP constitute solely guidance and any Partner is free to set
its own resale prices. All prices stated in the price list are exclusive installation.
GUBI launches various campaigns with the purpose of branding and promoting specific GUBI products or entire
product portfolio. In connection with such campaigns, GUBI may provide a separate price list with maximum
campaign resale prices and set a minimum campaign period that such campaigns should last. The maximum
campaign resale price is mandatory, but Partner is free to sell the GUBI products to any price lower than the
maximum campaign resale price thresholds and for a longer campaign period than the minimum campaign period
set by GUBI.
GUBI reserves the right to change the price list by giving at least 30 days' notice. Notwithstanding the aforesaid,
GUBI reserves the right to change its prices without prior notice if new or increased costs are imposed on GUBI,
including but not limited to price increases of raw materials.
Terms of payment and Ownership
Payment must be made in accordance with GUBI's terms of payment in force from time to time. The payment
terms are stated on the order confirmation and on the corresponding invoice. Payment must be made in the
currency stated in the order confirmation and on the invoice and must be received by GUBI in full without
set off or other deductions no later than on the specified due date.
In case of Partner's overdue payment, GUBI is entitled to withhold further deliveries and release itself from all
obligations under the agreement with the Partner. Partner agrees to pay a default interest of 1.5% per month on
balances that are not received by GUBI on the due date. Payment of default interest invoices falls due net cash
within 8 days from issue.
Title to the GUBI products shall not pass from GUBI to Partner until all payments due including interest accrued,
costs, etc. have been paid in full. Until payment has been made in full, Partner must (i) keep GUBI products
separated from any other products held in stock and (ii) ensure that the GUBI products at all times can be easily
identified by GUBI. If Partner is in default, Partner agrees that GUBI shall be entitled to enter the premises where
the GUBI products are held in stock and remove them as GUBI's property, without prejudice to GUBI's right to
claim damages caused by such default. Partner shall be liable to GUBI for any damage to the GUBI products
delivered until payment has been made in full.
GUBI may at its sole discretion decide that Partner shall pay in advance if any part of the balance payable by
Partner is or in the past has been overdue.
Unless the parties expressly agree otherwise in writing, delivery shall apply Incoterms with estimated shipment
date specified in the order confirmation. The relevant applicable Incoterm as well as freight charges and other
delivery costs to be paid by Partner are clearly stated on the order confirmation. GUBI does not facilitate any
delivery to islands and/or remote areas (as decided by freight carrier).
GUBI products will be shipped using standard packaging.
If GUBI is unable to deliver because Partner has not provided appropriate instructions or if for any reason, Partner
postpones delivery less than 7 days prior to the shipment date stated in the order confirmation, a storage fee ("Storage Fee")
will be imposed on Partner calculated as a price per pallet per day for each day delivery cannot be completed, though, a minimum
fee will always apply (see ). If delivery or pick up has not been completed within 6 months from the shipment date,
GUBI is entitled to resell the GUBI products comprised by the order to an independent third party to recover the Storage Fee,
however, always provided that (i) Partner has been duly notified with a 14 days' notice prior to such resale and (ii) GUBI
pays out to Partner the excess amount, if any, after having deducted any amounts owed to GUBI including the Storage Fee.
As regards orders subject to EXW Incoterms, the shipment date stated on the order confirmation may be subject
to change and shall at no time be regarded as the delivery date on site to Partner. Further, orders with EXW
delivery terms must be picked up by Partner no later than 14 days after GUBI has notified the Partner that
the products comprised by an EXW order can be collected from their location. In case of failure by Partner to collect
the EXW order in due time, the Storage Fee set out in clause 6.3 above applies.
Unless expressly agreed in writing, GUBI does not arrange deliveries directly to the end-users. This provision
does not apply to orders entered into with GUBI Design Inc.
GUBI Partner's annual purchase obligation
Unless otherwise agreed in writing, annual purchase obligations may apply resulting in a discount (%) based
on the Partner's committed annual purchase (group A-C) in accordance with GUBI's distribution policy in force.
GUBI monitors Partner's annual purchase of GUBI products on a quarterly basis and advises Partner of
unreleased business potentials that supports the said Partner's performance towards meeting the annual purchase
obligation. If a Partner does not meet the annual purchase obligation, GUBI will regroup Partner to a different
group category with a reduced discount for its purchases for the forthcoming year.
All purchases made by a Partner from GUBI within the reference period of 1 January – 31 December counts
towards the annual purchase obligation. The discount is calculated based on the PTP and any discretionary
rebate(s) offered by GUBI.
Notwithstanding the annual purchase obligation, GUBI may at all times at its sole discretion chose to
differentiate which GUBI products each individual Partner or sales channel may purchase, e.g., by means of
GUBI warrants that GUBI products specified and directly priced (including in respect to recommended fabrics
for upholstery products) in the GUBI price list from time to time shall, at the time of delivery, be free from
defects in material and workmanship. The warranty shall be valid for 2 years from the date of shipment from
GUBI to Partner.
In case of claims made within the warranty period, GUBI requires a written and detailed description of the nonconformity from Partner.
Partner shall also submit pictures of the GUBI product to support the description before
returning the product to GUBI for further examination.
Defects and Claims
Partner must inspect the GUBI products immediately upon receipt. GUBI and the freight carrier shall be notified
immediately of any claims and/or visible transport damages which shall also be stated on the delivery
note/consignment note immediately after receipt of the GUBI products. Failing this, Partner is not entitled to rely
on such defects against GUBI.
Claims regarding non-visible transport damages, defects or non-conformities must be made in writing to GUBI
no later than 7 days from Partner's receipt of the order. Failing this, GUBI will automatically reject the claim.
Natural variations in organic materials are not considered as defects.
If Partner within the warranty period set out in clause 8.1 can prove that a GUBI product purchased is subject to
non-conformities or defect, GUBI may, at its sole discretion, (i) remedy the non-conformity or defect at GUBI's
expense including as regards freight costs and charges, (ii) refund the price paid by the Partner for said GUBI
product, or (iii) arrange for a replacement delivery. If it is not possible to deliver identical products, GUBI may
offer Partner to replace with comparable GUBI products at its own discretion. This clause sets out GUBI's sole
responsibility and exclusive remedy under the warranty.
Except in case the non-conformity or defect on a GUBI product is caused by gross negligence or wilful
misconduct by GUBI, Partner shall not be entitled to cancel the purchase in full or in part or demand a
proportionate reduction in price, other compensation, or repayment.
Defective GUBI products to be repaired or replaced shall be readily accessible to GUBI and will be delivered by
GUBI applying the same Incoterm as stipulated in the order confirmation related to the defective GUBI product.
Returns are not accepted without GUBI's prior written permission. GUBI products must be returned in original
packaging if possible and otherwise by using a secure and proper packaging standard. Partner bears the risk of
the GUBI product in case of any returns.
Unless otherwise agreed in writing, Partner shall pay the freight costs and charges in connection with any return
of GUBI products to GUBI not caused by a defect.
Changes in design
Prior to delivery and without prior notice, GUBI reserves the right to make any changes to a GUBI product’s
design, including changes to specifications that it may find necessary or appropriate.
Fire retardancy compliance
GUBI products may be supplied with fire-retardant materials/fabrics. As the regulations vary in each jurisdiction,
Partners are encouraged to check local requirements and regulations. Any request for fire-retardant treatment of
a GUBI product must be sent to GUBI in writing specifying the fire-retardant standards pursuant to which the
GUBI products must comply.
GUBI Library and GUBI content
GUBI offers its Partners access to GUBI Library where Partners can find lifestyle images, product photos, social
media content, and designer portraits, etc. Partner accepts and acknowledges that GUBI Library is Partner's only
source to GUBI content and that any use of GUBI Library requires compliance with the brand guidelines
published at GUBI Library in force from time. All material available at GUBI Library including content on
GUBI's own social media platforms are and will remain GUBI's property. GUBI is entitled, at its sole discretion,
to request in writing that Partner immediately ceases any use of GUBI content including on Partner's social media
Products manufactured using Partner's own fabrics
Subject to certain pre-defined minimum requirements such as order quantity and net order value decided by
GUBI in its sole discretion, GUBI accepts orders in non-recommended upholstery if Partner wishes to use its
own material or own leather from a non-recommended GUBI supplier ("COM/COL products").
Partner is liable for sourcing and delivering the correct quantity of fabric required to produce the COM/COL
GUBI is not responsible for checking the quality, the suitability or the quantity of fabric delivered by Partner.
The lead time is calculated from receipt of the fabric and will be stated on the order confirmation. GUBI is not
responsible for any delayed delivery of the COM/COL products caused by Partner's (i) delayed delivery of the
fabric, (ii) delivery of incorrect quantity of fabric, (iii) lack of proper identification marking of fabric or (iv)
delivery of fabric with a quality not suitable for manufacturing of the products.
For the avoidance of doubt, the 2-year warranty provided by GUBI under clause 8.1 does not cover COM/COL
Limitation of liability
GUBI is not liable for (and thus the warranty set out in clause 8.1 does not extend to) ordinary wear and tear,
wear of or damage to upholstery and surfaces (including surface finish), or damage caused by wrongful and/or
insufficient maintenance or incorrect or unusual/extreme use or other physical damages caused by for example
storage under extreme temperature/climate conditions or use which is not in compliance with GUBI's
GUBI is not liable for any damage or loss that Partner may suffer caused by a defective GUBI product or other
breach of contract unless the loss is due to GUBI's gross negligence or wilful misconduct.
GUBI is not liable for any damage or loss that Partner may suffer due to delayed delivery or non-delivery
irrespective of such delay or non-delivery is caused by GUBI.
Under no circumstances (including in respect of product liability) is GUBI liable for any indirect or consequential
losses suffered by Partner caused by defects and non-conformities in GUBI products such as loss of profits,
operating loss, loss of goodwill, or any other financial consequential loss such as legal costs.
Unless otherwise provided by mandatory law, GUBI is not liable for any damage to property, including the GUBI
product itself, personal injury, or death (product liability), unless Partner can prove that such damage was caused
by a defective GUBI product. Notwithstanding the aforesaid, if non-compliance with the GUBI's instructions has
caused the defect, GUBI cannot be held liable for the damage.
GUBI's liability for personal injury caused by a defective GUBI product shall be limited to the greatest possible
extent under mandatory laws. However, in no event shall GUBI's liability for any loss suffered by Partner
(middleman) exceed DKK 50,000.
Partner must inform GUBI immediately in writing if claims are raised by a third party because of damage to
property, personal injury or death caused by a GUBI product.
Subject to clause 17.2, GUBI can terminate the partnership with a Partner with 3 months written notice until the
end of the month.
Non-compliance of the following are considered a material breach which entitles GUBI to terminate the
partnership immediately by written notice to the Partner in breach:
Partners must at all times comply with applicable laws in the countries in which they do business,
including, but not limited to all product regulation requirements as well as all fair marketing practices
laws and regulations.
Partners must only advertise GUBI products as being available for delivery with short notice
provided that Partner in fact has the said GUBI products in stock and are capable of making delivery
to end-users within such short notice.
Partners must at all times pay all invoices without any undue delay.
GUBI shall not be liable for any delay or failure in shipment or delivery of the GUBI products due to events
beyond the reasonable control of GUBI if such either events prevent GUBI from performing its contractual
obligations or render such performance unreasonably burdensome, including but not limited to war, terrorism,
epidemic, pandemic, breakdown of plant or machinery, blockages resulting in major disruption for the global
shipping industry, natural catastrophes, strikes or other labour disturbances, accidents, Acts of God,
governmental acts or omissions, changes in laws and regulations, industrial disputes, exchange controls, general
scarcity of raw materials or energy ("Force Majeure"). If GUBI intends to rely on exemption from liability due
to a Force Majeure event, GUBI shall notify Partner thereof in writing within reasonable time.
If said Force Majeure event continues for a continuous period of more than 90 days, GUBI may terminate the
order or any other type of agreement without liability by providing written notice to Partner.
The T&C may be subject to revision and change from time to time. The most recent version of the T&C in force
is sent to Partner together with the order confirmation. Partner is to review the T&C upon receipt.
Should any provision of the T&C be determined to be void, invalid, illegal, or unenforceable in any jurisdiction,
the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby nor should such provision be deemed void, invalid, illegal or unenforceable in any other jurisdiction.
Applicable law and jurisdiction
Any dispute, controversy or claim arising out of or in connection with the T&C shall at GUBI's sole discretion
be settled by the Copenhagen City Court or by the Maritime and Commercial Court in Copenhagen as venue for
the first instance. All disputes shall be settled according to Danish law.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
Schedule 1 – Storage Fee
Price per pallet per day
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