8 Warranty and Defects
8.1 The Seller warrants that the Products are of sound material and workmanship and conform to the Product information that applies at the date of the Contract. This Clause 7 provides the only warranty for the Products, and it replaces and supersedes all other warranties for the Products, whether express or implied.
8.2 If the Product is defective, Buyer must make a written claim against Seller documenting the alleged defect as soon as possible and within 5 days of the date when the Buyer first became aware or could reasonably have become aware of the defect. If the Buyer fails to notify the Seller accordingly, Seller shall not be entitled to claim compensation or any other remedies.
8.3 If the Product is defective, and provided the Seller is responsible for the defect, the Seller must at his own option either i) repair the Product himself or via a third party, ii) replace the Product or iii) pay the costs of purchasing equivalent Product(s), however the Seller is not obliged to pay any amount above the invoiced price for the Products. The Buyer is not entitled to any other remedy once the Seller has repaired or replaced the Products or paid the costs of purchasing equivalent Products elsewhere.
9 Limitation Period
9.1 Seller’s warranty for the Products as stated in Clause 7 above shall lapse after 12 months from the date of the first commissioning/use of the Product. Notwithstanding the foregoing, Buyer shall have no claim against the Seller, in contract or in tort, based on warranty or in relation to anything performed or delivered under the Contract (including claims for defective Products or services) unless the Seller has been notified in writing within 24 months from the date of delivery.
9.2 To the extent possible under the Danish Product Liability Act, the Seller is not liable for damage to real or personal property caused by defective products.
10 Product Liability
10.1 Seller is only liable for personal injury caused by defective Products in accordance with the mandatory rules of the Danish Product Liability Act.
10.2 To the extent possible under Danish law the Seller shall not be liable for damage to real property or movable property caused by defective Products. If Seller is liable towards a third party for such damages, Buyer shall indemnify Seller for any such claims.
11 GENERAL LIMITATION OF LIABILITY
11.1 THE SELLER’S LIABILITY TO THE BUYER, INCLUDING LIABILITY FOR DELAY, DEFECTS AND PRODUCT LIABILITY, SHALL IN NO EVENT EXCEED THE INVOICED PRICE FOR THE PRODUCT TO WHICH A GIVEN CLAIM RELATES.
11.2 IN NO EVENT IS THE SELLER LIABLE FOR OPERATING LOSS, LOSS OF EARNINGS OR OTHER INDIRECT LOSS.
12 Drawings and other documents
12.1 All drawings and other technical documents regarding the Products submitted by the Seller to the Buyer shall remain the property of the Seller unless the parties have agreed otherwise in writing. Drawings, technical documents and other technical information received by the Buyer may not, without the consent of the Seller, be used for any other purpose than that for which they were submitted. They may not without the consent of the Seller be copied or reproduced.
12.2 If the Buyer has instructed the Seller to manufacture the Product according to drawings provided by or approved by the Buyer, the Seller shall have no responsibility for such drawings.
12.3 The Seller shall, not later than by the taking over of the Product, free of charge provide the Buyer with one copy or such larger number of copies as may have been agreed, of drawings and other technical documents, which are sufficiently detailed to permit the Buyer to carry out commissioning, operation and maintenance, including running repairs, of the Product.
13 Technical guidance and information
12.1 If Seller has delivered technical assistance or advice to Buyer at no charge, such assistance or advice shall be considered “to the best of our knowledge” guidance only and shall not be relied on by Buyer. Seller shall not be liable for such guidance.
12.2 All information provided by Seller, except specifications on Products, shall be considered information delivered to the best of Seller’s knowledge. Seller shall not be liable for such information.
14 Security for payments
14.1 If Seller cannot obtain customary credit insurance concerning its payment claims against the Buyer via Seller’s normally used credit insurance company, then Buyer shall at Seller’s request and on Buyers’ cost provide a bank guarantee or appropriate security that will guarantee timely payments from Buyer to Seller.
15 Quality procedure
15.1 The manufacture, construction and erection will be carried out in accordance with Seller’s standard quality assurance and quality control procedures.
16 Company information and figures
16.1 Seller shall in its sole discretion decide if and to which extent Seller will reply to any requests from Buyer concerning Seller’s business and accounts.
17 Force majeure
17.1 The following circumstances are to be regarded as force majeure if they prevent the fulfilment of the Contract or make fulfilment unreasonably difficult: Strikes and any other circumstances beyond the Seller’s control such as fire, war, mobilization or unforeseen military inductions of a corresponding scope, currency restrictions, riots and disturbances, shortage of means of transport, general shortage of goods, restrictions on power supply and deficiencies in deliveries from subcontractors or delays of said deliveries.
17.2 In case of force majeure the Seller shall without unreasonable delay notify the Buyer when the force majeure arises as well as when it is expected to end.
17.3 Regardless of whatever else is set forth in these Terms, any of the parties may terminate the Contract by written notice to the other party if the fulfilment of the Contract will be delayed more than 8 months due to force majeure as defined above.
18 Law and venue
18.1 The Contract shall be governed by and construed in accordance with the laws of Denmark excluding any provisions of law that would lead to the application of any law other than Danish law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the Contract.
18.2 In the event of any dispute or difference arising under or in connection with the Contract (including a dispute or difference as to the validity of the Contract), such dispute or difference shall be referred to and resolved according to the judgment of the Danish Maritime and Commercial Court in Copenhagen (“Sø- og handelsretten i København”) and the parties submit to the exclusive jurisdiction of that court. Notwithstanding the foregoing, if Seller deems it appropriate under the circumstances, Seller shall have the right to decide that the dispute or difference shall be referred to Danish Building and Construction Arbitration Board (Voldgiftsnævnet for Bygge- og Anlægsvirksomhed - www.voldgift.dk).