General Conditions of Sale
General Conditions of Sale
General Conditions of Sale – Services and Equipment Scanel International A/S
These General Conditions of Sale is valid from 1st October 2020 and shall apply to any equipment, parts, materials and services supplied by Scanel International A/S (“Scanel”) or its affiliate to its Customers, unless otherwise expressly agreed to by Scanel in writing.
1. Definitions
1.1 In these General Conditions of Sale, the following terms apply: “Equipment” means the equipment described in the Quotation (including any Software incorporated in such equipment); “Price” means the amount of money due to Scanel for the Equipment and/or Services, as specified in the Quotation; “Customer” means the person or entity to whom the Quotation is addressed; “Quotation” means the document in which the Services are specified, or Equipment is offered for sale; “Services” means the technical Services described in the Quotation or otherwise provided; “Site” means the yard, vessel or physical location where the Equipment will be installed or Services performed; “Software” means any software provided by Scanel or included in any Equipment. “Days” means calendar days.
2. Responsibilities of Scanel
2.1 Scanel shall provide the Services, and supply the Equipment, which shall be free from defects in design, material and workmanship. Such warranty on the Equipment is further set out in the warranty-clause.
2.2 Scanel shall comply with its obligations as specified in the Quotation and these General Conditions of Sale in a timely and professional manner using due care to safeguard the interest of the Customer.
2.3 Scanel shall deliver the Services and Equipment in accordance with an agreed-upon time schedule. If there is no such time schedule, Scanel shall deliver the Services and Equipment on a best efforts basis, but without guaranteed delivery time.
3. Responsibilities of the Customer
3.1 Customer shall obtain any necessary licenses, permits and approvals for the delivery and installation of the Equipment.
3.2 Customer must provide adequate and accurate information and instructions for delivery of the Services and Equipment.
3.3 Customer shall make necessary staff and assets or vessels available on time for the agreed work, and Customer shall comply with Scanel’s reasonable instructions.
3.4 Equipment may only be used by the Customer in compliance with any directions issued by Scanel and only in accordance with applicable laws and regulations.
3.5 Software may only be used by the Customer, if the Quotation expressly contains an express right of use to the Customer and subject to any additional terms stated. Any changes to Software by the Customer are at the Customer’s own risk and cost.
4. Price
4.1 The Price is exclusive of VAT, taxes, duties and other charges. Customer will pay or reimburse Scanel for same.
4.2 Payment for Services is per hour for execution of technical services, including consultancy, testing, management of staff and execution of installation work and/or repairs. In addition, there will be surcharges for travelling time, travel costs, board, lodging and necessary telecommunication.
4.3 In case of delay in delivery of the Services and/or the Equipment, and this is not due to the fault of Scanel or Scanel’s subcontractors, Scanel shall be entitled to increase the Price to reflect any actual costs incurred because of the delay.
4.4 Any charges or costs incurred due to factors outside of Scanel’s reasonable control are invoiced to Customer.
5. Payment Terms
5.1 Customer shall pay Scanel the Price in accordance with the payment schedule set forth in the Quotation. If there is no payment schedule in the Quotation, Customer shall pay Scanel the Price as invoiced by Scanel 14 Days from date of invoice. Any queries on invoices must be raised to Scanel immediately and not later than 14 Days after date of invoice, otherwise these will be deemed accepted and payable.
5.2 Unless otherwise stated in the Quotation, if the Price exceeds DKK100,000, the Customer shall make a down-payment of 20% of the Price and once confirmed. Scanel handles the order, when down-payment is received by Scanel. Invoices for the remaining amount will be issued every 2 weeks.
5.3 Invoices under DKK 1,000 will be subject to an administration fee of DKK 150.
5.4 In case of delayed payment, Customer shall pay Scanel interest on the amount delayed at the rate of 8% per annum, without prejudice to Scanel’s other rights under these Conditions of Sale.
5.5 Missing payments entitles Scanel by written notice of 5 Days to suspend all performances, until the Customer has complied with its payment obligations. If Customer has not paid the missing payments within 15 Days after invoice, Scanel is entitled to terminate the agreement upon further notice.
5.6 Title to the Services and/or Equipment, including any documentation, passes from Scanel to Customer upon full payment thereof.
6. Delivery of Service and Equipment
6.1 Delivery term (including insurance premiums and freight) is according to the delivery term (Incoterms 2020) specified in the Quotation. If no delivery term is agreed in the Quotation, the risk of loss or damage to the Equipment, including any repaired or replaced item, passes to the Customer upon Scanel’s delivery of the Equipment to Customer, or delivery to the first means of transport to Customer.
6.2 Time for delivery of Service and Equipment is approximate and starts to run at the later of; the date specified in the Quotation, the date of order confirmation by Customer, the resolution of all technical terms including approval of drawings and commercial terms, the receipt by Scanel of any advance payment, credit insurance approval and any requested security for the balance of the Price.
6.3 Except for any late delivery penalty, to which Scanel may explicitly have agreed for a specific supply, Scanel is not liable for direct or indirect losses incurred by Customer for delays in or failure to deliver all or any part of the Service or Equipment.
6.4 If Scanel is unable to supply Services or Equipment in accordance with the time schedule due to the fault of Customer or Customer’s agents or subcontractors, Customer shall nevertheless pay Scanel in accordance with the payment terms.
6.5 If prior to delivery Scanel has concerns regarding timely payment of the Price because of an adverse change in Customer’s circumstances or otherwise, Scanel may require payment of all or additional parts of the Price before shipment.
6.6 If Customer is unable or unwilling to accept physical delivery at the time specified, Scanel may store Equipment at Customer’s cost and delivery of such Equipment shall be deemed complete as of the date of storage.
6.7 If Customer does not perform any material obligation, Scanel may, in addition to any other remedy, suspend its performance until Customer has performed its outstanding obligations. All times for delivery of Products, but not the schedule for payment, will be extended accordingly. Customer is responsible for Scanel’s costs and damages caused by Customer’s failure to perform.
6.8 Regardless of the delivery terms specified, Scanel shall retain title to the Equipment until full payment thereof has been made, if valid by applicable law.
7. Inspection and acceptance
7.1 Customer is entitled to inspect the Equipment at reasonable times before delivery. Customer shall notify Scanel of the inspection with a notice of minimum 15 Days before inspection. Customer shall confirm the inspection date in writing at least 72 hours before the date of inspection. Customer shall bear all costs and expenses of such inspection except those expenses connected with Scanel’s own personnel and usual factory tests.
7.2 Unless otherwise specifically stated, Customer shall promptly unpack and inspect the Equipment at the place of delivery. Scanel may participate in such inspection. Customer must notify Scanel within 30 Days after the inspection of any missing, damaged or defective items of Equipment. Failure to notify Scanel shall waive any claim by Customer of any apparent defect of or damage to the Equipment. Customer’s notification of missing, damaged or defective Equipment shall not constitute conclusive evidence of the Equipment’s condition at the time of delivery.
8. Warranties on Services and Equipment
8.1 Scanel warrants to Customer, that the Services and each item of Equipment are as specified in the Quotation. Further, Scanel warrants that the Services and each item of Equipment quoted are free from defects in design, materials and workmanship. This warranty also extends to any repairs or replacements of defective Equipment during the warranty period.
8.2 Scanel makes no warranties to performance of the Equipment or any Services (“Performance Criteria”) unless expressly stated in Quotation.
8.3 The warranty period on Services is 6 months after date of delivery. The warranty period for each item of Equipment is 6 months after delivery to Site according to the agreed delivery term or 6 months after installation of the Equipment, whichever occurs first. The warranty period for repairs or replacement parts is definitive 6 months from date of repair or replacement, whichever occurs first.
8.4 Scanel will, at its option, repair, replace or refund the Price of any item of Equipment found to be defective during the warranty period. This is the sole and exclusive remedy of the Customer.
8.5 Customer must notify Scanel in writing promptly after the appearance of a defect and under no circumstances later than 30 Days after the expiry of the warranty period.
8.6 The warranty for Equipment only covers the direct costs for the defective item delivered by Scanel. Freight costs for replacement Equipment together with time and travel costs will be invoiced to Customer.
8.7 The warranty for Services only covers the remediation of the deficient work delivered by Scanel. If the remediation shall be carried out other places than the original delivery place, Customer must reimburse Scanel extra costs for travelling, accommodation etc.
8.8 Scanel shall have no responsibility for damage caused by: ordinary wear and tear; unintended use, misuse, abuse, or improper storage, installation, maintenance, operation or repairs by Customer or by persons not under Scanel’s supervision; or use of Equipment outside of Scanel’s instructions or changes in the construction of mounting or use of component’s without Scanel’s written consent.
8.9 Any descriptive data or prices found in any advertisement, catalogue, brochure, circular or the like are approximate only, and shall not be considered as any warranty or legal obligation of Scanel, unless expressly stated in the Quotation as a warranty.
8.10 Scanel warrants that Services and Equipment will not infringe any third party’s patent, copyright, trade secrets or other proprietary rights.
8.11 Scanel makes no other warranties differing from those contained herein and in the Quotation or any implied warranties, whether of merchantability, suitability, fitness, for a particular purpose or otherwise.
8.12 Scanel will use its best efforts to remedy or resolve any breach of the warranties in this clause within reasonable time after notice about the breach from the Customer.
9 Drawings and technical specifications
9.1 Drawings and technical data shall be in conformity with Scanel’s standard drafting procedures, and the English language shall be used.
9.2 Customer shall make no changes in drawings or technical specifications of Scanel without Scanel’s prior written consent. 9.3 If Customer changes drawings or technical specifications without Scanel’s consent, Scanel may, in its sole discretion, void any warranty adversely affected thereby.
10 Limitations of liability
10.1 Scanel shall have no liability for any indirect, special, consequential or Incidental damages, including but not limited to loss of profit, use, production, raw materials or end products, caused directly or indirectly by the use of the Services or by maintenance, repair, service, adjustment or repossession of the Equipment, whether claimed in contract, warranty, tort (including negligence) or otherwise.
10.2 Scanel’s product liability shall be limited to the mandatory provisions of the Danish Product Liability Act.
10.3 The total aggregate liability of Scanel for any loss, damage, claim or compensation whatsoever, including, but not limited to liability arising out of or in connection with breach of contract, defects, remedial obligations, delay, negligence, tort, indemnification, third party claims, termination for cause, product liability or otherwise shall in no event exceed an amount equal to 100 % of the value of the Quotation/Purchase Order which the claim or a series of claims relate to. However, in no event shall the total and aggregate liability of Scanel under this clause 10.3 exceed DKK 5,000,000.
10.4 Scanel’s liability for losses caused by delays due to minor negligence shall be limited to 5% of the agreed Price. However, the liability cannot exceed the documented actual cost.
10.5 The liability of Scanel for Software supplied by Scanel shall be limited to liability for losses or alteration of data caused by the program; however, Scanel shall not be liable for any losses or alteration of data which could have been avoided by the Customer’s compliance with its duty to secure such data at appropriate intervals.
10.6 Customer shall indemnify Scanel against any incurred costs or losses which is not covered by Scanel’s warranties.
11 Force Majeure
11.1 Neither party is responsible for any failure to perform its obligations, if a party is prevented or delayed in performing those obligations by an event of force majeure, beyond its control, whether foreseen or unforeseen, including, without limitation, strikes, work stoppages, accidents, epidemics and pandemics, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God (“Force Majeure Event”).
11.2 The failing party shall promptly notify the other party in writing of the commencement and cessation of any such Force Majeure Event and use all reasonable efforts to mitigate the effects on the other party.
11.3 Force Majeure relieves the failing party from damages and other contractual sanctions and further postpones the time for performance for such period as may be reasonable. Any letter of credit or other terminable payment securities of the Price shall be extended for a period equivalent to the postponed performance.
11.4 If a Force Majeure Event continues for more than 6 months, either party may terminate all uncompleted obligations hereunder upon written notice to the other party.
11.5 Notwithstanding any claim for relief invoked hereunder, Customer shall pay Scanel for the Services and Equipment (or parts thereof) manufactured or delivered up to the date of notice.
12 Software
12.1 If Software is included in the Services or Equipment, Scanel grants to Customer a nonexclusive, royalty-free license only for use of the Software provided with the Services and/or Equipment.
12.2 Under this license, Customer may; use the software only in machine readable object code and only in connection with the Services or Equipment; copy the software in machine readable object code for backup purposes in support of the use of the Service or Equipment; create one additional copy of the software for archival purposes only.
12.3 This license may not be assigned, sub-licensed or otherwise transferred without the prior written consent of Scanel.
13. Intellectual Property Rights
13.1 All copyright and any other intellectual property rights in material, technical specifications, information or designs provided by Scanel shall vest solely with Scanel.
13.2 Customer has no right to use any such material except for the intended use of any Equipment or Services for its own benefit, and shall not copy, distribute or sell any such material.
14. Cancellation and suspension
14.1 Services and supply of Equipment may not be cancelled or suspended without expressly written consent of Scanel. Upon agreed cancellation or suspension, Scanel shall be reimbursed any payment of all costs incurred, including profits foregone, at Scanel may reasonable require.
15. Subcontracting and assignment
15.1 Scanel may subcontract the whole or any part of the Services or provision of Equipment to a third parties. Any subcontractor shall have the benefit of these Conditions of Sale applicable to Scanel.
15.2 Neither party shall assign any benefit or obligation hereunder without the prior consent of the other party. Notwithstanding the foregoing, Scanel may assign the benefits or obligations hereunder to an affiliated company without the prior consent of Customer.
16. Confidentiality
16.1 Any drawings, documents or information disclosed by one party, which is proprietary and confidential by its nature, shall not be used or disclosed by the other party except to fulfil its obligations to the disclosing party. Confidential information shall not include information in the public domain or previously known to the party receiving the information.
17. Validity of Quotation
17.1 Unless otherwise specified, the Quotation shall remain open and valid for a period of 30 Days after the date thereof, and shall thereafter become null and void if not extended by Scanel in writing.
18. Interpretation and amendments
18.1 The provisions hereof and other documents issued herewith contain the entire agreement of the parties and supersede all prior quotations, statements, promises, negotiations or the like.
18.2 If any contradictions or inconsistencies between statements made in any order confirmation or other documents related to a specific sale and supply, this General Conditions of Sale shall prevail, unless it is expressly stated that the term or condition contradictory to the General Conditions of Sale shall prevail.
18.3 These General Conditions of Sale may from time to time be amended by updating the latest version issued on http://www.scanel.dk/. The latest version issued on such website shall apply.
18.4 The action or failure to act by Scanel or Customer to enforce any one all of the rights granted to either party shall not act as waiver of that right or serve as agreement to a breach of any of the provisions of the applicable document.
19 Disputes
19.1 These General Conditions of Sale and all other documents comprising the agreement between Scanel and Customer, including but not limited to Quotations, as well as the performance of Services and/or delivery of Equipment by Scanel to the Customer shall be governed by the laws of the Kingdom of Denmark to the exclusion of any rules on the choice of law which would refer the subject matter to other jurisdictions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
19.2 Any dispute between the Parties arising out of or relating to: (i) Services or Equipment delivered by Scanel to the Customer or (ii) any Quotations or agreements entered into between Scanel and the Customer, shall be finally settled under the rules of the Danish Institute of Arbitration in force at the date such proceedings are initiated. The arbitration proceedings shall take place in Copenhagen, Denmark and the language of the arbitration shall be Danish, unless the parties agree to conduct the arbitration in English. The existence of the arbitration proceedings and the contents of written pleadings and any arbitration awards/decisions shall be kept confidential between the parties.
19.3 The arbitration agreement is solely for the exclusive benefit of Scanel, and Scanel reserves the right to commence proceedings against the Customer before the Court of Aalborg, Denmark as agreed exclusive jurisdiction or against the Customer or its assets in any other competent court and jurisdiction. In case the Customer decides to initiate legal proceedings against Scanel, the Customer shall give Scanel a written notice of not less than 10 days requesting Scanel’s decision on whether the Customer shall (i) initiate such proceedings before the Danish Institute of Arbitration in accordance with clause
19.2 above or alternatively (ii) initiate proceedings before the Court of Aalborg, Denmark as exclusive jurisdiction. In case the Customer does not receive an answer from the Scanel within 10 days, the Customer is entitled to discretionarily decide to either initiate arbitration proceedings in accordance with this clause or to initiate proceedings before the Court of Aalborg, Denmark as exclusive jurisdiction.
