CVR: 44300591
1 SCOPE
1.1 These general terms and conditions of sale and delivery shall apply to all agreements regarding the sale and delivery (the "Delivery") between the mi electric A/S, Danish reg.no. 44 30 05 91 (the “Seller”) and a customer (the “Customer”), regardless of any conflicting or additional terms and conditions in the Customer's purchase order, general purchasing conditions, or other communication from the Customer. No such conflicting or additional terms and conditions are considered accepted by the Seller unless expressly confirmed in writing by the Seller.
1.2 These general terms and conditions of sales and delivery therefore constitute an integral part of any order placed by the Customer.
2 OFFER AND ACCEPTANCE
2.1 A written offer made by the Seller is valid for 30 days counting from the date of the offer, unless otherwise stated in the offer. After the expiration of this period, the Seller's offer automatically lapses. Verbal offers must be accepted immediately.
2.2 The Seller reserves the right to change any delivery time and date stated in the offer if the Customer, unless otherwise agreed in writing, does not confirm the offer within one working day.
2.3 In addition, the Seller's offer is subject to the availability of goods, prior sale to another party, and changes in delivery conditions from the Seller's business partners. If changes in the delivery conditions have been made or if the offered good is out of stock or sold to another party before the offer is accepted by the Customer, cf. clause 2.1, the Seller's offer automatically lapses.
2.4 An order is only binding on the Seller when the Seller has issued a written order confirmation, for instance by email. This applies regardless of whether the Customer has placed the order verbally, in writing, or electronically.
2.5 The Seller reserves the right to change an order confirmation if there are changes in exchange rates or prices compared to the specified base rate or similar from the Seller's suppliers. Additionally, there is a reservation for obtaining import licences. The same applies to partially delivered orders in case of any adjustment with respect to the part of the delivery not yet supplied at the time of any adjustment, and in the event of changes in rates for customs, taxes, and other duties.
2.6 Upon receipt of the Seller’s order confirmation, the Customer is obligated to immediately raise objections, if the Customer finds that the terms stated in the order confirmation do not align with the agreed terms. Otherwise, the agreement is considered concluded in its entirety based on the terms specified in the order confirmation, including in accordance with these general terms and conditions of sale and delivery.
3 DRAWINGS AND DESCRIPTIONS
3.1 All drawings, sketches, specifications, samples, and models of the goods sold, belongs to the Seller, as do all intellectual property rights to drawings, sketches, specifications, samples, and models, and these may not be shown to third parties, reproduced, or used to perform work without the Seller's permission.
4 PRICE
4.1 All prices, unless otherwise stated, are exclusive of VAT, taxes and delivery.
4.2 Information and prices provided by the Seller in brochures, catalogues, price lists, internet advertisements, or verbally are for guidance only. Therefore, the Customer can only rely on the content of individual written offers and/or order confirmations as the basis for the Delivery.
5 PAYMENT TERMS
5.1 Unless otherwise agreed in writing, the Seller invoices based on the time spent (time and materials), and payment must be made against an invoice with a payment deadline of 14 days from the invoice date.
5.2 However, if the Seller and the Customer have entered into a fixed-price agreement and the order is subject to a fat- and sat-test, cf. clause 9 and 10 the purchase price must be paid by the Customer as follows:
1) 30 % of the purchase amount is due upon order placement
2) 20 % of the purchase amount is due upon fat-test
3) The remaining 50 % of the purchase amount is due upon sat-test
5.3 Offhore
5.3.1 If the Seller needs to board the Customer's platform, vessel, or similar offshore facilities to perform the work, the Customer is obliged to have the Seller and the Sellers employees covered by adequate insurances and the Customer is also responsible for covering all travel expenses for the Seller and its employees in regard to this, including but not limited to transportation (e.g., flights), transfer from the airport to the hotel/platform/vessel, accommodation, per diem allowance, etc.
5.4 The Customer's delay in paying the purchase price entitles the Seller, at its own discretion, to either terminate or uphold the agreement with the Customer and demand compensation for any incurred losses.
5.5 If the Customer does not make timely payment, and the delay is not due to the Seller's circumstances, the Seller is entitled to charge default interest of 2% per commenced month and charge added to a reminder / reminder fee etc. in accordance with the applicable legislation in force at any given time.
5.6 If there is an outstanding financial balance between the Customer and the Seller due to the Customer not having paid an invoice issued by the Seller, the Seller is entitled to refrain from commencing the production of a subsequently placed order by the Customer until any outstanding financial balance has been paid by the Customer. Only upon the Customer's payment of the financial outstanding balance does the Seller provide a delivery timeframe.
5.7 The Customer is not entitled to withhold payment or make setoffs for alleged claims that are not acknowledged in writing by the Seller.
6 RETENTION OF TITLE
6.1 The Seller retains ownership of the Delivery until the full purchase price, plus any accrued interest, has been received by the Seller.
7 PROVISION OF SECURITY
7.1 The Seller is at any time, in connection with or after the parties entering of the agreement, entitled to demand satisfactory security for the Seller's total costs associated with the agreement, including charging a deposit, which the Customer is subsequently obliged to deliver.
8 POSSESSORY LIEN, RIGHT OF STOPPAGE IN TRANSIT AND RIGHT OF SALE
8.1 In the event of the Customer's bankruptcy or judicial reconstruction, or if the Customer's financial circumstances, in the Seller's assessment, are of such a nature that, according to the Seller's opinion, the Customer would be unable to pay the Seller's claims when due, the Seller has a right of retention as security for any claim against the Customer, even if the claims are not yet due for payment. The Seller is also – without liability - entitled to suspend work or production of deliveries unless the Customer immediately provides satisfactory security for all current and future claims that the Seller may have against the Customer.
8.2 The Seller has the right – but not the obligation – to sell the relevant Deliveries at the Customer's expense and risk 14 days after notifying the Customer in writing that the possessory lien or the right of stoppage in transit will be exercised, unless the Customer has made payment or provided satisfactory security for payment before the expiration of the 14-day period.
9 FACTORY ACCAPTANCE TEST (FAT-TEST)
9.1 If the order confirmation states that a FAT test must be performed before delivery, the test - unless otherwise agreed - will be performed at a location chosen by the Seller.
9.2 The Seller will notify the Customer of the FAT test in reasonable time. If the Customer has received such notice, the Seller may perform the test even if the Customer is not represented at the notified time. The Seller will send a protocol of the result to the Customer after the test has been completed. Unless the Customer can prove otherwise, the protocol shall be considered to give a correct description of the test's execution and the result.
9.3 If the FAT test shows that the product is not in compliance with the agreement, the Seller shall promptly bring the product into contractual condition. At the Customer’s request, a new FAT test shall be performed, unless the deviation was insignificant.
9.4 Unless otherwise agreed, the Customer shall bear all costs for the material used for the FAT test. The Customer shall also bear all possible costs for its representatives, including travel and accommodation expenses, in connection with the FAT test.
10 SITE ACCAPTANCE TEST (SAT-TEST)
10.1 If the order confirmation stipulates that a SAT test must be carried out when the installation of the product is completed to determine whether the product is in accordance with the agreement and that no damage has occurred during shipping and/or installation, the Seller must inform the Customer that the product is ready for testing and set a date for the start of the test at the same time. The test must take place within the Customer’s normal working hours. After the test is completed, the Seller will send a protocol of the results to the Customer. Unless the Customer can prove otherwise, the protocol will be considered to provide a correct description of the test's execution and the result.
10.2 The Customer must, at its own expense, provide all materials necessary for the SAT test and make labour available to the Seller, and bear all costs for the material used for the SAT test.
10.3 If the Customer, after receiving the Seller's notice in accordance with point 9.1, fails to meet their obligations or otherwise prevents the SAT test from being carried out, the satisfactory SAT test will be considered carried out on the date of the SAT test's start that the Seller has notified.
10.4 If the SAT test shows that the product is not in compliance with the agreement and this is not due to the Customer’s circumstances or risk, the Seller must promptly bring the product into contractual condition. If the Customer requests it without undue delay, a new SAT test must be carried out in accordance with clause 9.1- 9.3. This does not apply if the deviations were insignificant.
11 DELIVERY
11.1 Delivery is made Ex Works (Incoterms®2020), unless otherwise expressly agreed in writing.
11.2 If the Customer fails to collect the Delivery at the agreed time, the Seller is entitled to store the Delivery at the Customer's expense and risk. Upon the Customer's request, the Seller must insure the Delivery at the Customer's expense. The Customer is also obligated to make any payment conditional on the delivery as if the Delivery had taken place.
11.3 The delivery time stated in the order confirmation are indicative and subject to possible delays from subcontractors, force majeure events, or other circumstances beyond the Seller's influence or control, including, for example, insufficient information from the Customer.
11.4 If a fixed delivery time has been expressly agreed, the Seller is entitled to extend the fixed delivery date by 30 working days from the expiration of the fixed delivery time. However, the Seller is obligated to promptly notify the Customer in writing of the delay as soon as the Seller becomes aware of it and provide the reason for the delay. The Customer cannot exercise remedies for breach of contract until after the expiration of the extended delivery time. If the extended delivery time is exceeded, the Customer is entitled to terminate the agreement if the Seller has not delivered the Delivery within an additional period of at least 14 working days, as set by the Customer in writing.
11.5 If the Seller's delay in delivery is due to any circumstance that, according to clause 18, constitutes a ground for exemption from liability or is caused by the Customer's action or omission, the delivery time for the Seller is extended to the extent that it is deemed reasonable under the circumstances. The delivery time shall be extended even if the cause of the delay occurs after the expiration of the originally agreed delivery time.
11.6 The Customer is precluded from asserting other remedies for breach of contract, including liability for damages, in connection with the Seller's delay.
12 DUTY OF INSPECTION AND NOTICE OF DEFAULT
12.1 It is the Customer's responsibility to immediately inspect the Delivery upon receipt and before using the Delivery to ensure that it is free from defects. The Customer must notify the Seller of any defects or discrepancies from the agreed terms. If a Delivery is used, the Delivery is considered accepted by the Customer.
12.2 If the Customer finds that the Delivery is defective, the Customer must submit a written complaint to the Seller, specifying the nature and extent of the defect, within eight (8) days from the delivery date.
12.3 For other defects, including hidden defects that only become apparent later, the Customer must complain immediately after the Customer could or should have discovered the defect and no later than one (1) year after the delivery.
12.4 If the Customer does not submit a written complaint within the specified deadline, the Customer forfeits its right to make a complaint. In the case of a complaint, the Delivery must not be used until the Seller has had the opportunity to examine the alleged defect.
12.5 If a complaint is submitted late, but the Seller engages in substantive discussions with the Customer regarding the raised complaint, this occurs in all cases without prejudice. The Seller is therefore not precluded from subsequently asserting that the complaint was made too late.
12.6 After receiving a valid written complaint from the Customer, cf. clause 12.2 and 12.3, the Seller must without undue delay remedy the defect, cf. clause 13
13 DEFECTS
13.1 To the extent that the Seller determines that there is a defect in the Delivery, the Seller is entitled, at its own discretion, to either replace or repair the Delivery. The Customer is not entitled to assert any claims in respect of any delay that may arise as a result of replacement or repair.
13.2 For replacements, delivery occurs on the same terms and under the same conditions as the original Delivery.
13.3 Replacement and repair are at the Seller's expense and risk unless otherwise agreed. Notwithstanding the foregoing the Seller is entitled to invoice the Customer for all travel expenses for the Seller and its employees regarding this, including but not limited to transportation (e.g., flights), transfer from the airport to the hotel/platform/vessel, accommodation, per diem allowance, etc.
13.4 However, the Seller is not obliged to remedy defects in cases where the defect is due to the Delivery not being used in full accordance with the Seller's specifications, or if the defect is caused by incorrect or inappropriate use, lack of maintenance, alterations, or technical interventions made without the Seller's written consent, or normal wear and tear.
13.5 The Seller's liability only covers defects that was present upon delivery and that appear within one (1) year from the date of the delivery.
13.6 For repaired parts, cf. clause 13.1, the Seller has the same obligations as apply to the original Delivery for a period of one (1) year.
13.7 If the Customer has made a notification as mentioned in clause 12.2 and 12.3, and it turns out that there is no defect for which the Seller is responsible, the Seller is entitled to compensation for the work and costs incurred by the complaint.
13.8 If the Seller does not actively engage in fulfilling its obligations under clause 12.6 within a reasonable time, the Customer may set a final deadline for fulfilment, but at least 14 working days. If the obligations are not fulfilled by the expiration of the deadline, the Customer may, at its own discretion, demand a proportionate reduction of the purchase price or terminate the agreement by written notice to the Seller. For the avoidance of doubt the parties agree that if the Sellers non-fulfilment is due to the Customer not being able to plan and schedule the Sellers replacement and repair work then this is not considered as a breach on the part of the Seller and the Customer shall not have the right to set an final deadline.
13.9 The Seller shall not be liable for defects beyond what is stated in clause 13. This applies to any loss that the defect may cause, including operational loss, loss of time, loss of profit, consequential damages, or any form of direct or indirect loss.
14 INSPECTION
14.1 For the purchase of machine controls or sub-components, where the Customer performs the installation, assembly, and start-up, the Seller offers an inspection and review within the first two (2) months after delivery. The inspection will be free of charge, but the Seller is entitled to invoice the Customer for all travel expenses for the Seller and its employees regarding this, including but not limited to transportation (e.g., flights), transfer from the airport to the hotel/platform/vessel, accommodation, per diem allowance, etc. The Seller will choose the date and time for the inspection. If any errors or deficiencies are identified during installation, the Seller will point them out, but any modifications to the installation will only be made at the Costumer’s expense for materials and time spent.
15 RETURNS
15.1 Returns are only accepted by the Seller for items stocked and only after written agreement.
15.2 If such a written agreement is in place, the following terms apply:
15.2.1 The Customer bears the expenses associated with the return.
15.2.2 Upon return, the Customer is responsible for securely packaging of the Delivery, as the Customer bears the risk for the Delivery from the time of delivery.
15.2.3 Specifically produced items / customised goods are not eligible for return.
15.2.4 In connection with return, a fee of 15 % of the original invoiced price + any repair costs, cf. clause 15.2.5, will be deducted.
15.2.5 The Customer is liable for any decrease in the value of the Delivery caused by handling beyond what is necessary to determine the nature, characteristics, and functionality of the Delivery. If the Delivery, or any part thereof, is used differently than described above, it is considered used. This means that the Customer is obligated to pay any repair costs incurred by the Seller and any other value loss, which will be deducted from the refund amount, cf. clause 15.2.4.
16 LIMITATION OF LIABILITY
16.1 The Seller cannot be held liable for defects arising after delivery.
16.2 The Seller can never be liable for loss of operation, loss of time, loss of profit, penalties, consequential damages, loss of earnings, or any form of indirect loss.
16.3 The Seller cannot be held liable for any damage or defect resulting from the Customer's negligent, incorrect, or inappropriate use or handling of the Delivery.
16.4 The Seller provides no warranties unless explicitly stated in the agreement between the Seller and the Customer.
16.5 If the Seller has provided a warranty to the Customer, the warranty coverage does not include any potential incorrect installation or misuse in relation to the instructions for use or the Seller's specifications. A warranty provided by the Seller also expires if the Delivery is modified, altered, serviced, or attempted to be repaired by anyone other than the Seller or a repairer designated by the Seller.
16.6 If the Customer resells the Delivery to a third party, any warranties provided by the Seller also apply to the third party. However, the third party cannot make a claim against the Seller that the Customer (the third party's contracting party) is unable to enforce against the Seller, regardless of what the Customer has promised the third party in connection with the resale. Therefore, the Seller cannot be obligated beyond what is stated in these general terms and conditions and any warranties provided to the Customer.
16.7 The Seller's overall liability for any claim arising from the agreement or in connection with the Delivery, whether the claim is based on contractual or non-contractual liability, indemnification, legislation, or otherwise, is limited to an amount equivalent to the total amount paid or to be paid by the Customer for the relevant delivery.
17 PROCUDT LIABILITY
17.1 The Seller is liable for product liability in accordance with the Danish Product Liability Act and the rules on product liability developed in case law. The Seller is not liable for damage to real estate or chattels that occurs while the product is in the Customer's possession. Likewise, the Seller is not liable for products manufactured by the Customer or products in which these are incorporated. Furthermore, the Seller is only liable for damage to real estate and chattels if it is proven that the damage is due to gross negligent committed by the Seller or others for whom the Seller is responsible.
17.2 However, the Seller's total product liability cannot exceed DKK 10,000,000 per injury or in total per year, including interest and costs.
17.3 The Seller is not liable for loss of operation, loss of time, loss of profit, and any form of indirect loss. If the Seller incurs product liability towards a third party, the Customer is obligated to indemnify the Seller to the extent that the Seller's liability is limited under these general terms and conditions. If a third party make a claim for liability against the Customer, the Customer must immediately inform the Seller. The Seller and the Customer are mutually obligated to be sued in the court that handles claims for damages raised against either of them based on damage alleged to have been caused by the Delivery.
18 FORCE MAJEURE
18.1 In any event, the Seller shall be exempt from liability for non-performance or delayed fulfilment of the agreement when the delay or non-performance is due to external circumstances beyond the Seller's control, which the Seller neither should nor could have foreseen at the time of entering into the agreement. Such factors include, but are not limited to, war, riots, terrorism, rebellion, strikes, lockouts, labour shortages, government intervention or intervention by public authorities, fire, natural disasters, and weather conditions that make it impossible to fulfil the agreement, currency restrictions, import or export restrictions, interruption of normal transportation, interruption or failure of energy and water supply, public data facilities and communication systems, prolonged illness of key personnel, viruses and pandemics, cyber terrorism, hacker attacks, or any other cause that the Seller could neither control, avoid, nor expect (force majeure).
18.2 Circumstances at the Seller's subcontractors and/or business partners which result in the Seller being unable to fulfil its obligations to the Customer and which cannot be overcome without disproportionate costs for the Seller are also considered force majeure.
18.3 If flawless or timely delivery is temporarily prevented as a result of force majeure, delivery shall be postponed for a period corresponding to the duration of the impediment, plus a period reasonably required under the circumstances to normalize the situation. Delivery at the thus postponed delivery time is considered timely in all respects.
18.4 If the Seller wishes to invoke any of the mentioned circumstances, the Customer must be promptly notified of the event that has occurred and when it is expected to cease.
18.5 Regardless of other provisions in these general terms and conditions, both the Seller and the Customer have the right to terminate the agreement by written notice to the other party if the fulfilment of the agreement is prevented for more than six (6) months by an event as mentioned in clause 18.
19 REFERENCES
19.1 By entering into the agreement, the Customer accepts that the Seller is entitled to take pictures of the assignment performed by the Seller for marketing purposes.
19.2 However, if the Seller desire to mention or refer to the Customer as part of the Sellers marketing, the Seller must obtain a written consent from the Customer for this purpose.
20 SETTLEMENT OF DISPUTES
20.1 The agreement is governed by and shall be interpreted in accordance with Danish law, except for (a) rules leading to the application of legislation other than Danish, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
20.2 Any dispute that may arise between the Seller and the Customer shall be settled by arbitration at the Danish Arbitration Institute, in accordance with the rules adopted by the Arbitration Institute at the commencement of the arbitration proceedings.