Terms and conditions
Scope
1.1 These general terms of sale and delivery shall apply to all products and services provided by JLM teknik ApS
(hereinafter referred to as “JLM teknik”). Every buyer of products and / or services from JLM tekink is in these terms and
conditions is referred to as “the customer”. Regardless of what may be stated elsewhere, including in documents
prepared by the customer, the customer’s standard terms or the customer’s orders, these general terms and
conditions shall prevail unless the parties have expressly and in writing agreed otherwise.
Delivery
2.1 JLM teknik must deliver the specified products and / or services (hereinafter collectively referred to as “the delivery”), cf. separately
agreed to this (hereinafter referred to as “the Agreement”). JLM teknik must be entitled to hire subcontractors to perform
the delivery.
2.2 If the delivery presupposes the delivery of products and / or services from third parties, the customer must at the customer’s
own expense enter into a separate agreement with third parties 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 weight and dimensions, etc. shall only be considered as
a guide. JLM teknik must be entitled to change the confirmed specifications provided that the functionality of the delivery
is not thereby limited.
3.2 Technical documents and drawings for use in the manufacture of the delivery, which are left 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 or
copied, reproduced, handed over to, or otherwise brought to the knowledge of third parties.
Customer contribution
4.1 The customer must make all information and all other materials that may be appropriate for
the execution of the delivery available to JLM technology free of charge. 4.2 When performing work at the customer’s premises, the customer is obliged to ensure that JLM teknik’s
staff / subcontractors have appropriate and legal working conditions and that assembly can be carried out in one
stretch. Likewise, the customer must to a reasonable extent make staff available free of charge to assist JLM teknik’s
staff / subcontractors. The customer must, in good time before starting the installation, notify JLM teknik in writing
of the safety regulations that apply 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 work, 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 floor on
the installation site must be cast, stabil, and cleared before installation begins. Lifts and forklifts must be provided,
as stated in the offer.
4.3.2. Electrical installations, including but not limited to the supply of necessary current and protective conductor
from circuit breaker with fuses to approx. 1 meter from one of the ends of the crane track before the start of assembly, costs of establishing
and consuming electricity for lighting and tools, including the establishment of necessary sockets in connection with assembly and
commissioning
4.3.3. Water and propulsion, including compressed air and electric current, must to an appropriate extent be available free of charge
for JLM teknik. 4.3.4. Burden with the weight prescribed by the Danish Working Environment Authority for test load.
4.4 If the customer does not comply with its obligations under points 4.1 to 4.3, the customer must pay for any additional
time consumption and / or other costs that JLM teknik may incur as a result of the delay, and JLM
teknik in this situation is entitled to defer its service.
4.5 The customer must appoint a named employee who is responsible for the contact with JLM teknik and who JLM teknik can
contact in connection with any question in relation to the agreement. The employee in question must be entitled to
enter into binding agreements on behalf of the customer.
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
also applies even if JLM teknik is subsequently responsible for assembling the delivery.
5.2 Any delivery time specified by JLM teknik is an approximate time and therefore not binding on JLM teknik
unless a fixed delivery date for the delivery or part thereof has been agreed expressly and in writing. JLM teknik
cannot be held responsible for delays due to 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 must be considered to have accepted
delivery at the earliest of the following times: (a) the customer’s written consent; (b) the expiration of any
test period without specified significant deficiencies needs to be remedied; or (c) the customer’s first
operational use of the supply 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 Technik’s remuneration for the part of the delivery that consists
of services must be based on time spent (including any travel time) and applicable hourly rates of JLM teknik
at all times. 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, require payment in accordance with applicable additional rates of JLM teknik
at all times.
6.2 In addition to the above remuneration, JLM teknik must be entitled to receive payment for all costs in connection
with delivery of the delivery, including costs related to transportation, accommodation, and provision of 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 the event of late payment, there is a default interest of 1.5% per commenced
month until payment is received by JLM teknik. The customer is obliged to make payment in a specified currency and thus
cannot set off with any claim against JLM teknik that is not recognised by JLM teknik.
Complaints
7.1 The customer must without undue delay and no later than one week after delivery review the delivered item 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 item is defective, the customer must provide written notice to JLM
teknik in this regard without undue delay. This notice shall include a specification of the alleged deficiencies and
the consequences for the customer of the alleged deficiencies. If the complaint is not timely, the customer loses any right to
make objections to deficiencies in relation to what is 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
complied with, the customer also loses any right to raise objections to defects in relation to what is 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 breach of contract
and must thus, among other things, 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 in writing and expressly assumed the risk that such expected results can 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 must 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. Breach of contract, including delays and defects can only be considered significant if (in case of
delay) the delay results in a significant delay of the overall 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
request to that effect by registered letter; or (in case of defects) a significant defect has not been rectified or remedied
within 60 working days after the customer has sent a written request to that effect by registered letter; or (in the case
of other breaches) the breach relates to a material relationship and the breach has not been brought to an end
within 60 working days after the customer has sent a written demand to that effect by registered letter.
9.2 A written demand submitted in accordance with the preceding paragraph may only form the basis for a subsequent
termination of the agreement if it contains a detailed description of the breach and states that
non-compliance with the requirement may result in a termination of the agreement. Such termination shall not justify termination
of services already provided and / or other agreements between
the parties.
Limited liability
10.1 Under no circumstances may JLM teknik’s total accumulated liability exceed the lowest 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 constitutes the total accumulated liability that JLM teknik may incur towards the customer
(including companies that are group affiliated or associated with the customer) under all the agreements, regardless of
the background for the claim and the degree of JLM teknik’s negligence. Under no circumstances is JLM teknik responsible for
any indirect loss or any indirect damage or loss of data, including operating loss or lost profit, regardless
of the background of the claim and the degree of negligence by JLM teknik.
Product liability
11.1 JLM teknik is solely responsible for product liability in accordance with the mandatory provisions under the Danish
Product Liability Act. JLM teknik disclaims any other product liability of any kind.
11.2 The customer shall without undue delay notify JLM Technique in writing of any damage to item(s) or
person(s) caused by defective products, any claim made by a third party based on such damage and /
or any risk of such damage occurring. 11.3 To the extent that JLM teknik may incur liability towards third parties, the customer must release JLM teknik to the same extent as
JLM Teknik’s liability is limited in accordance with this Section 11.
Intellectual property rights
12.1 The customer acquires a non-exclusive right of use to 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 that must be submitted when submitting a tender or in
connection with the Delivery are the property of JLM teknik and may not be reproduced, submitted
to other parties or used to perform work without, without JLM teknik’s written permission, except maintenance and
servicing of the delivery. Drawings etc. which JLM teknik has performed for the purpose of submitting 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, mortgage, 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 a
return.
Marketing
15.1 JLM technology 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 control of the party, including but not limited to natural disasters, government
actions, omissions or regulations, court decisions, fire, storm, accidents, war, civil unrest, strikes
and lockouts, illness, death, termination of or notices from employees or JLM teknik ApS, +45
lack of possibilities for transport, the party in question must, to the extent that the party is affected by a
such 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. United Nations Convention on Contracts for the International
Sale of Goods (CISG) / the 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, 17.01.19
