Terms and conditions
Scope
1.1 These general terms and conditions of sale and delivery shall apply to all products and services supplied by JLM teknik ApS (hereinafter “JLM teknik”).
Any purchaser of products and/or services from JLM teknik is referred to in these terms of sale and delivery as the “customer”. Notwithstanding anything else may be stated, including in documents prepared by the Customer, the Customer’s Standard Terms and Conditions or the Customer’s orders, these General Terms and Conditions of Sale and Delivery shall prevail unless the parties have expressly and in writing agreed otherwise.
Delivery
2.1 JLM teknik shall supply the specified products and/or services (hereinafter collectively the “Delivery”), cf. separately agreed thereon (hereinafter the “Agreement”). JLM teknik must be entitled to engage subcontractors to carry out the delivery.
2.2 If the delivery presupposes the delivery of products and / or services from third parties, the Customer shall, at the Customer’s own expense, enter into a separate agreement with the third party for the delivery of such products and / or services.
Specifications, etc.
3.1 The delivery must only comply with the specifications that JLM teknik has confirmed expressly and in writing. The content of documentation, illustrations, drawings, specifications of weights and dimensions, etc. is to be regarded as indicative only. JLM teknik shall be entitled to modify the confirmed specifications, provided that the functionality of the delivery is not thereby impaired.
3.2 Technical documents and drawings used in the manufacture of the delivery which are handed over to the Buyer before or after the conclusion of the agreement remain the property of the Seller and may not be used by the Buyer without the Buyer’s permission or copied, reproduced, handed over to or otherwise brought to the knowledge of third parties.
Customer contribution
4.1 The Customer shall make available to JLM teknik all information and other materials that may be appropriate for the execution of the delivery free of charge.
4.2 When performing work at the customer’s premises, the customer is obliged to ensure that JLM teknik personnel/subcontractors have appropriate and legal working conditions and that assembly can be carried out in one stretch, just as the customer must to a reasonable extent make personnel available free of charge to assist JLM teknik’s personnel / subcontractors. In good time before commencement of installation, the Customer shall notify JLM teknik in writing of the safety regulations applicable to personnel at the installation site.
4.3 It is specified that the customer’s free contribution – if applicable – must include, among other things:
4.3.1. All construction works, including but not limited to building calculations, casting of columns, provision of free transport routes with the necessary load-bearing capacity and delivery and laying of necessary cover plates in transport routes. The customer is responsible for ensuring that the building dimensions are complied with. Concrete floors at the installation site must be cast, sustainable and cleared before the start of assembly. A lift and truck must be provided, as stated in the offer.
4.3.2. Electrical installations, including but not limited to the feeding of necessary current and protective conductor from the circuit breaker with fuses to approx. 1 meter from one of the crane runways before assembly starts, costs of establishment and consumption of electricity for lighting and tools, including the establishment of necessary sockets in connection with assembly and commissioning.
4.3.3. Water and motive power, including compressed air and electric current, shall be available free of charge to JLM teknik to an appropriate extent.
4.3.4. Burden with the weight prescribed by the Danish Working Environment Authority for test load.
4.4 If the Customer fails to comply with its obligations under clauses 4.1 to 4.3, the Customer shall pay for any additional time spent and/or other costs that JLM teknik may incur as a result of the delay, just as JLM teknik in this situation is entitled to postpone its performance.
4.5 The Customer shall appoint a named employee who is responsible for the contact with JLM teknik and whom JLM teknik may contact in connection with any matter related to the Agreement. The employee concerned shall be entitled to enter into binding agreements on behalf of the client.
Delivery and acceptance of services
5.1 Unless otherwise agreed in writing, the delivery is Ex Works (Incoterms 2010) at JLM teknik’s address. This applies even if JLM teknik must subsequently be responsible for the installation of the delivery.
5.2 Any delivery time specified by JLM teknik is an approximate time and therefore not binding for JLM teknik unless a fixed delivery time for the delivery or part thereof has been expressly and in writing agreed. JLM teknik cannot be held responsible for delays caused by delays in deliveries from JLM teknik’s subcontractors.
5.3 If it has been agreed that the customer must accept the delivery by a test procedure, the customer is obliged to
send written confirmation of acceptance to JLM teknik as soon as possible. The Customer shall be deemed to have accepted the delivery at the earliest of the following times: (a) the customer’s written consent; (b) the end of any test period without specifying significant deficiencies remains to be remedied; or (c) the customer’s first operational use of the delivery or any part thereof.
5.4 Unless otherwise agreed, the delivery is considered sold ex factory. However, if the sold material is installed by JLM teknik, the risk does not pass until delivery.
Remuneration and expenses
6.1 Unless otherwise agreed in writing, the calculation of JLM teknik’s remuneration for the part of the delivery consisting of services shall be based on time spent (including any travel time) and JLM teknik’s hourly rates applicable at any time. All prices exclude VAT and other taxes, including any customs duties. For work outside normal working hours, JLM teknik may, in addition to normal remuneration, demand payment in accordance with JLM teknik’s surcharge rates in force at any time.
6.2 In addition to the above remuneration, JLM teknik shall be entitled to receive payment for all costs in connection with the delivery of the delivery, including costs in connection with transport, accommodation and meals.
6.3 Unless otherwise agreed in writing, JLM teknik’s remuneration and expenses are invoiced in arrears every 14 days.
Payment terms are 14 days from invoice date. In case of late payment, interest on late payment will accrue at the rate of 1.5% per commenced month until payment is received by JLM teknik. The customer is obliged to make effective payment and thus cannot set off with any claim against JLM teknik that is not recognized by JLM teknik.
Complaints
7.1 The customer shall, without undue delay and no later than one week after delivery, review the delivered goods for any defect to: JLM teknik ApS, Erhvervsparken 2, 9500 Hobro, Tel. +45 9857 6060.
7.2 If the customer is of the opinion that the delivered goods are defective, the customer must notify JLM teknik in writing without undue delay. This notice shall contain a specification of the alleged defects and the consequences for the customer of the alleged defects. If the complaint is not timely, the customer loses all right to raise defect objections against the delivered.
7.3 Any complaint about defects of any kind must be made no later than 3 months after delivery. If this deadline is not met, the customer also loses all right to raise defect objections against the delivered.
7.4 JLM teknik’s liability for errors and omissions must in any situation be limited to – according to JLM teknik’s choice –
replacement, remediation, or pro rata reduction of the price. The customer shall have no other remedy for default, and thus, among other things, shall not be entitled to compensation for operating losses or other indirect losses.
7.5 JLM teknik shall not be responsible for the achievement of the customer’s expected results, unless JLM teknik has expressly assumed in writing and expressly the risk that such expected results may be achieved.
Confidentiality
8.1 JLM teknik must keep confidential any confidential information received by JLM teknik about the customer’s business.
8.2 The customer must keep confidential any confidential information received by the customer about JLM teknik’s business. All matters relating to the delivery that are not immediately publicly available shall be considered confidential information.
8.3 The parties’ duty of confidentiality must remain in force even after the termination of the agreement in question.
Termination
9.1 The Customer is only entitled to terminate the agreement if JLM teknik is in material breach of its obligations under the agreement. Defaults, including delays and defects, can only be considered material if (in case of delay) the delay results in a material delay of the entire agreement by more than 20 working days and if the delayed services have not been performed within 40 working days after the customer has sent a written demand to this effect by registered letter; or (in the event of defects) a material defect is not rectified or remedied within 60 working days after the customer has sent a written demand to this effect by registered letter; or (in the case of other breaches) the breach relates to a material matter and the breach is not terminated within 60 working days after the customer has sent a written demand to that effect by registered letter.
9.2 A written notice sent in accordance with the preceding paragraph shall only form the basis for a subsequent termination of the agreement if it contains a detailed description of the breach and indicates that failure to comply with the notice may result in a termination of the agreement. Such termination shall not justify the termination of services already provided and/or other agreements between the parties
Limited liability
10.1 In no event shall JLM teknik’s total accumulated liability exceed the lower of the following amounts: The total payment made by the customer to JLM teknik under the agreement / agreements or 2) DKK 100,000. This amount represents the total accumulated liability that JLM teknik may incur towards the customer (including companies affiliated or associated with the customer) under all the agreements, regardless of the background to the claim and the degree of JLM teknik’s negligence. In no event shall JLM teknik be liable for any indirect loss or any indirect damage or loss of data, including operating loss or lost profit, regardless of the background to the claim and the degree of JLM teknik’s negligence.
Product liability
11.1 JLM teknik is solely responsible for product liability in accordance with the mandatory provisions of the Danish Product Liability Act. JLM teknik disclaims any other product liability of any kind.
11.2 Customer shall, without undue delay, notify JLM teknik in writing of any damage to object(s) or person(s) caused by defective products, any claim made by third parties based on such damage and/or any risk of such damage arising. 11.3 To the extent that JLM teknik may incur liability towards third parties, the customer shall indemnify JLM teknik to the same extent as JLM teknik’s liability is limited in accordance with this clause 11.
Intellectual property rights
12.1 The Customer acquires a non-exclusive right to use the intellectual property rights that may arise in connection with the delivery. JLM teknik has all other rights to the intellectual property rights that may arise in connection with the delivery.
12.2 All drawings, estimates, descriptions or other material to be submitted when submitting an offer or in connection with the Delivery are the property of JLM teknik and may not without JLM teknik’s written permission
reproduced, submitted to other parties or used to carry out work after, except for maintenance and servicing of the delivery. Drawings, etc. that JLM teknik has made for the submission of tenders must be returned on request and all copies thereof destroyed.
Retention of title
13.1 The ownership of the delivery resides with JLM teknik until the full purchase price has been paid. Until the entire purchase price has been paid, the customer is not entitled to rent, lend, pledge or otherwise dispose of the delivery.
Product return
14.1 The customer can only return products purchased from JLM teknik upon prior written agreement in the individual case. If JLM teknik accepts that the customer can return a product, JLM teknik will charge a fee for such return.
Marketing
15.1 JLM teknik is entitled to use the customer and the delivery as a reference, including a brief description of the delivery.
Force majeure
16.1 If one of the parties – in whole or in part – becomes unable to fulfill its obligations under the agreement as a result of circumstances beyond the party’s control, including but not limited to natural disasters, acts of authorities, omissions or regulations, court decisions, fire, storm, accidents, war, civil disturbances, strikes and lockouts, illness, death, termination of or from employees or JLM teknik ApS, Business Park 2.9500 Hobro, Tel. +45 9857 6060 lack of opportunities for transport, the Party concerned shall, to the extent that the Party is affected by such a cause, be exempt from fulfilling the obligation for as long as that cause persists.
Choice of law and venue
17.1 Any dispute between JLM teknik and the customer shall be settled in accordance with Danish law. The United Nations Convention on the International Sale of Goods (CISG) / International Sale of Goods Act does not apply in the relationship between the Customer and JLM teknik. Disputes must be settled with the Copenhagen City Court as the agreed venue.
Hobro, d. 17.01.2019
