GENERAL TERMS OF SERVICE AND REPAIR for Semco Maritime (Semco A/S) 1. 1.1 Application The following general terms of service and repair shall apply in all cases where Semco Maritime in writing or any other way enters into an agreement with a joint contractor concerning service and repair including any delivery of spare parts, material and components and submits a quotation for any such service, which is accepted and shall form the basis of an agreement. Any deviation from the present general conditions requires a written agreement between the parties. In the following Semco Maritime shall be referred to as “SM”. 2. 2.1 Product information Information materials, price lists and similar documentation concerning SM’s supply of service and repair shall only be considered as binding to the extent the agreement makes specific reference to them. Drawings, technical documents and other descriptions All drawings, descriptions and other technical documentation hereunder programs and electronic information transferred by the one party to the other before or after entering into the agreement shall be considered as the property of the party by whom they have been transferred. Drawings, descriptions and other technical documents or technical descriptions received may not be used for any purpose other than the purpose for which such material was transferred without prior permission from the party to whom it belongs. The above material may not in any way, electronically or by other means, be copied, reproduced, distributed to or in any other way be brought to the knowledge of a third party without the permission of the party to whom the material belongs. 3.2 Upon request from SM, the joint contractor shall provide the drawings and technical descriptions required for the execution of the agreement free of charge. Prices If quotation is submitted by SM, SM’s prices shall be based on the prices for materials, purchased equipment, salaries, exchange rates etc. in force on the date of the quotation and if SM undertakes to arrange for transportation also freight, insurance and customs tariffs. The quotation price or SM’s prices in general shall neither include unspecified ancillary products and equipment nor assembly and installation costs unless specifically agreed. SM shall be entitled to adjust the prices mentioned in section 4(1) corresponding to any price increases of materials, labour, purchased equipment, transportation, changes in tariff rates and other public duties, exchange rates etc. SM’s delivery shall only include performance, work, components etc. specifically mentioned in the quotation and/or the agreement, if any. All quoted prices are exclusive of VAT. 9.2 4.5 5. 5.1 Unless otherwise agreed in writing, SM shall carry out the work at own site. Installation If SM undertakes disassembling/installation in connection with the work, the joint contractor is obliged to arrange and pay for any public authorisation and to carry out any installation, fitting etc. necessary in order for the installation to be carried out legally and without any problems. At the request of SM the joint contractor shall undertake to document that such aspects have been settled before installation. Any increased costs incurred as a result of delayed or defective delivery on the part of the joint contractor shall be paid by the joint contractor according to vouchers submitted by SM. Any such costs shall be paid immediately on demand. The joint contractor undertakes to take out the necessary and usual insurance required in connection with the disassembling/installation to ensure that SM is insured in every respect against both disassembling/installation faults as well as personal injuries and damage to property including injury of third party and damage to his property. The insurance taken out shall provide sufficient cover to ensure that SM will suffer no loss in connection with payment of damages, if there is not sufficient cover the joint contractor is self-insured for the entire amount not covered. The joint contractor shall be obliged to pay any excess in case of an insurance event. Time of execution, delay SM’s execution of the work undertaken shall begin at the time agreed by the parties and SM shall complete the work within the agreed period of time. If no such agreement has been made, SM shall carry out the work as soon as possible in which case the joint contractor shall not be entitled to make a claim for delay. If the parties have agreed on a period of time during which the work shall be executed, the date of the agreement shall be considered the start of such period. 9.3 SM’s reliability shall only include defects which appear within one year after the date of completion. If claims on account of a defect are made against SM, the joint contractor shall make a written complaint against SM who shall be held liable for the defect only if the complaint is made without undue delay and no later than 14 days after the joint contractor has become aware of such defect and under no circumstances later than 14 days after the time limits stated in section 9.2. The joint contractor is furthermore expected to describe the nature of the defect and to describe how such defect is manifested. After having received a written complaint from the joint contractor concerning a defect, SM shall be obliged to repair such defect without undue delay and shall pay all cost in this connection. The repair shall be carried out at the joint contractor’s address unless SM finds it appropriate to carry out such repair at SM’s address. If the repair is carried out at SM’s address, the joint contractor shall be obliged to pay all costs in connection with dismantling and reassembly unless SM has undertaken to do so. The joint contractor shall be obliged to pay all extra costs incurred by SM in connection with remedy of defects as a result of the material being located in a place other than the place of execution indicated in the agreement e.g. SM’s costs for transport and stay. If the joint contractor has made a complaint concerning a defect for which SM cannot be held liable, SM shall be entitled to compensation for any work performed and the costs incurred in connection with the complaint. If any assembly and reassembly involves intervention in equipment other than the material to be repaired, all work and costs in this connection shall be incumbent on the joint contractor. SM shall only be liable for defects resulting from correct use of the material. If SM fails to fulfil its obligations within a reasonable period of time in accordance with repair of defects as described under section 9.4., the joint contractor shall be entitled in writing to set a reasonable time limit for SM’s 7.2 8. 8.1 6.4 6.2 A precondition for the agreed period of execution shall be that SM has received the information necessary for the completion of the order in due time. If SM fails to complete the service in time, the joint contractor is entitled to claim liquidated damages. The total liquidated damages shall not exceed 10% of the part of the agreed purchase sum covering the part of the service and repair, which is delayed. Moreover the joint contractor is entitled to cancel the agreement by written notice to SM. The joint contractor shall not be entitled to make any claim due to SM’s delay apart from the above liquidated damages and cancellation with limited compensation in accordance with the above. This shall apply regardless of whether SM has acted with gross negligence. SM shall not be held liable for any indirect loss including operating loss, loss of profits or any other financial consequential loss. If the joint contractor is unable to receive the service of SM on the agreed date, he shall nevertheless be obliged to pay any amount liable as if the conditions of the joint contractor did not prevent this, unless it is due to force majeure. Retention of title If SM supplies spare parts, materials, components, the parts shall remain the property of SM until the entire agreed purchase sum has been paid. The joint contractor shall thus not be entitled to sell, pawn or in any other way dispose of the sold material until unconditional payment has taken place. If the purchase sum has not been paid on the agreed date of payment or if the joint contractor disposes of the material contrary to SM’s title, a claim for immediate return of the sold material can be made. A statement shall be provided in accordance with legislative regulations. The joint contractor shall be obliged to insure all material encumbered with SM’s title to their full replacement value. Payment Unless otherwise agreed 1/3 of the agreed purchase sum shall be paid on the date of the agreement and 2/3 upon completion. If the joint contractor fails to pay on the agreed date, including agreed on account payments, SM is entitled to suspend all further work. The joint contractor shall in this connection not be entitled to assert delay on SM. From the date of maturity SM shall be entitled to claim a default interest equivalent to the official lending rate of The National Bank of Denmark with a 7 % additional charge. Any agreed cash discount shall lapse simultaneously. The joint contractor shall under no circumstances be entitled to retain any part of the purchase sum as collateral for any counterclaims made. Liability for defects SM shall be obliged to remedy deficiencies due to SM’s performance including defects in spare parts, material and components supplied by SM. 6.3 3. 3.1 7. 7.1 4. 4.1 8.2 4.2 8.3 9. 9.1 4.3 4.4 5.2 9.4 5.3 9.5 6. 6.1 9.6 9.7 9.8 B12-K-7.2-01/2/0_GB General terms of service and repair Page 1
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