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Vilkår og betingelser

General Terms & Conditions for purchase

General

Where nothing to the contrary is contained in the purchase order or otherwise agreed in writing between the Parties, these general terms and conditions (the “Conditions”) stated below are to govern all supplies of goods and services (“Deliverables”) from the supplier (the “Supplier”) to Scandlines, and affiliated companies (theBuyer”).

Any general conditions of the Supplier, which appear as a part of the sales documents or elsewhere, are not valid and will not be considered. This shall apply irrespective of when these are presented.

Order confirmation

As valid confirmation of order, a written confirmation is required, e.g. executed by returning a copy of the Buyer’s purchase order duly signed by the supplier as acceptance of these Conditions.

Submission of Purchase Orders

Irrespective of what is stated under the heading ‘Order Confirmation’, both Buyer and Supplier accept, that purchase orders with binding effect can be submitted electronically. These Conditions shall also apply to purchase orders being submitted electronically. Should the Supplier wish to refuse an electronically submitted purchase order, such refusal must take place in writing not later than 3 days after receipt of the purchase order.

Delivery

The Supplier is obliged to deliver the Deliverables in compliance with the conditions/descriptions stated in the purchase order. Deviations are not accepted without prior written acceptance by the Buyer. Deliveries shall be in accordance with INCO terms 2010 code DAP at the delivery address designated by the Buyer.

The date of delivery stated in the purchase order must be strictly adhered to.

The Deliverables are considered delivered when they have arrived at the place of delivery and are acceptable to the Buyer. In the event that the Buyer finds the Deliverables  to be defective, in non compliance with the specifications as stated in the purchase order, or of a non satisfactory quality, the Buyer may return the Deliverables  for the account and risk of the Supplier for full refund and credit for all costs incurred, including, but not limited to, costs for temporary storage, packaging, handling and transportation.

Force Majeure

In the event that timely delivery is hindered or prevented as a result of war, mobilization, import prohibition, fire, explosion, strike, lockout, natural disasters or lasting failure in supplies of energy (“Force Majeure”), the delivery shall be postponed with a period equal to the duration of the delaying condition.
Under such circumstances it is the responsibility of the Supplier to take immediate and effective steps to, with all possible means, to overcome the delay or to reduce the effects of the Force Majeure to the greatest extent possible.
The Supplier is obligated to notify the Buyer, within 24 hours of becoming aware of the Force Majeure, in writing, by advising reason and nature of occurrence and expected duration, as well as provide the buyer with satisfactory documentation of the occurrence. The supplier is obligated to notify Buyer when the Force Majeure actually has ended.
The Supplier is furthermore obligated to, on the recommendation of the Buyer, to make purchases and/or make such changes that may eliminate or reduce the delaying effect of the Force Majeure.

Terms of payment

Terms of payment current month plus 30 days after delivery and receipt by the Buyer of compete and correct invoice.

The Buyer may set-off or deduct from payment of any invoice, any liability owed by the Supplier to the Buyer.

Price conditions

All prices shall be stated in Danish Kroner (DKK) exclusive of VAT, unless otherwise stated in the purchase order. All prices are firm and cannot be changed. Any adjustment of prices due to changes in the costs incurred by the Supplier and/or currency fluctuations, will not be accepted without prior written acceptance by the Buyer.
If the purchase order contains agreements on price and/or currency adjustments it is the responsibility of the Supplier to provide satisfactory documentation for such demanded adjustments.
 

Defects and warranty 

The Supplier warrants that the Deliverables shall, for a minimum period of 24 months from the delivery, or 12 months from commissioning (acceptance test), whichever comes latest (a) meet the industry standards for the applicable Deliverable (b) meet the requirements set out in the purchase order; and (c) be free of any defects whatsoever (the “Warranty”).

If the Deliverables do not comply with the Warranty, the Supplier shall (at the Buyer’s option) promptly, at its own cost, repair, replace or re-perform the applicable Deliverables in accordance with these Conditions.

For new equipment or components, which are repaired or replaced under the Warranty, an extra warranty of 6 months shall apply from repair or replacement or within the normal Warranty period, depending on which period is the longer. The conditions for such repair work are the same as for the original delivery.

ln case the Buyer rejects a delivery as faulty, at the Buyer’s option, the Supplier has to replace the Deliverables and make re-delivery at the Buyer's request. ln case the re-delivery is not arranged without delay, the Buyer is entitled to purchase a substitute from an alternative source for the Supplier’s  account and risk, subject to prior notification of the Supplier .

The Buyer shall have the right to examine the goods, materials and parts prior to taking delivery, which shall not deprive the Buyer of other rights according to this agreement, or reduce the responsibilities of the Supplier.

lf the delivery within the Warranty period shows errors or omissions, the Supplier is obligated to, without any cost for Buyer, at the Buyer’s option to repair or replace the faulty parts. lf the repair is not conducted within the time frame requested by Buyer, the Buyer is entitled to arrange the repair performed by an alternative source for the account of the Supplier, subject to prior notification of Supplier. Buyer shall allow a reasonable time for the repair or replacement, taking the nature of the Deliverables into consideration. lf essential errors and omissions continue to exist after the Supplier having instigated corrective measures, the Buyer may choose to cancel and request full credit.

If the Deliverables comprise services, which when performed do not comply with the Warranty, the Supplier shall at the Buyer’s option, promptly re-perform the services at no cost to the Buyer, in accordance with this Agreement and the applicable Purchase Order, so that they comply with the Warranty. At the Buyer’s option, the Buyer may also purchase substitute services from an alternative source for the Supplier’s account and risk, subject to prior notification of the Supplier.

The Warranty includes transportation cost to the original place of delivery. lf the Supplier wants the defective parts returned, the transportation cost is for the Supplier’s  account.

The Warranty rights under this Clause are without prejudice to the Buyer’s other rights under these Conditions or at law.

Product liability

EU (European Union) legislation together with the national Danish or German law (as applicable) for product liability shall apply to all Deliverables comprising products.

In case a third party takes legal action against Buyer or Supplier, in connection with goods and /or services being supplied under this agreement, the other party must be informed without delay.

The Supplier cannot renounce responsibility by referring to his sales terms, tender documents, order confirmation or any other document, statement or incident.

The Supplier shall indemnify and hold harmless the Buyer from and against any liability or third party claim arising in respect of any products comprised in the Deliverables and which cause any death, personal injury, property or third party loss or damage.

The Supplier shall be obligated to accept suit at the court or arbitrating entity which is handling the demands for compensation against the Buyer, and which, by the Buyer, are said to be caused by the supply of the Supplier.

Disagreements and governing law

These Conditions are subject to Danish Law. The parties shall seek to resolve any disputes in an amicable manner. If this fails, all disputes shall be settled by the Maritime and Commercial High Court in Copenhagen Denmark.

Delay

In case the delivery does not meet the agreed delivery time, unless the delay is caused by the Buyer or by Force Majeure, the Buyer is entitled to be paid liquidated damages amounting to 0.5% of the total Purchase Order price per commenced week of delay, up to a maximum of 10% of the total Purchase Order price.  
In addition, in case a delivery is delayed by more than 1 week from the requested delivery date the Buyer may at its discretion:
(a)  cancel the applicable Purchase Order, without further liability on the Buyer to receive the Deliverables or otherwise;
(b) claim a full refund of any sums paid by the Buyer to the Supplier in respect of the Purchase Order; and
(c) order the Deliverables from any third party and claim any additional costs incurred from the Supplier.

Ethics

All Deliverables delivered to Buyer must be produced and delivered with lowest possible impact on environment and people and with people safety as highest priority. All Deliverables must be provided in accordance with the principles of the Buyer’s Supplier Code of Conduct (https://www.scandlines.com/about-scandlines/supplier/compliance.aspx), which is hereby incorporated by reference and in its form as applicable from time to time forms an integral part of these Conditions or any other delivery agreement.


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