fulfilment. If the obligation has still not been fulfilled within such time limit, the joint contractor may choose to allow the necessary repair to be carried out and/or to have new parts produced at SM’s expense and risk provided the joint contractor does so in a manner which is reasonable and sensible and attempts to limit SM’s obligations as much as possible. SM shall under no circumstances be held liable for defects and compensation as a result of defects, apart from the previously mentioned aspects concerning replacement and repair, regardless of whether SM has acted with gross negligence, and SM cannot be held liable for damage to property, or any indirect loss such as production loss, operating loss, loss of earnings or other financial consequential loss of any sort. The joint contractor shall furthermore not be entitled to claim compensation for costs in connection with any inconvenience arising in connection with repair of a defect. 9.9 10. 10.1 Notwithstanding the above, complaints cannot be lodged if payment has not been made in time. Liability for personal injury/damage to property caused by spare parts, material, components supplied by SM (product liability) SM shall not be held liable for personal injury unless it has been proven that the injury has occurred solely as a result of SM’s fault and negligence in the form of incorrect execution. SM shall not be held liable for damage to property unless it has been proven that the damage has occurred as a result of gross negligence on the part of SM in connection with the execution. Under no circumstances can SM be held liable except for direct damage to property. In no event shall SM be held liable for operation loss, loss of earnings or other financial consequential damages of any sort. The joint contractor shall immediately indemnify SM to the extent SM is held liable to third party for such damage and such loss for which SM is not liable as described above. SM and the joint contractor shall be under a mutual obligation to enter legal proceedings at the court of law or arbitration, which deals with any claim for damage made against any one of them on the basis of damage or loss allegedly caused by SM’s service. The relationship between the joint contractor and SM shall, however, always be decided through litigation in accordance with below regulations on arbitration, legal venue and choice of law. Liability exemption (force majeure) The following events involve exemption of liability if they prevent the fulfilling of the agreement or make the fulfilment unreasonably onerous: Work conflict , strike or lockout and any other event out of the control of the parties such as mobilization or drafting for military service to a similar extent, requisition, attachment, currency restrictions , riots and civil commotion, terrorism or serious terror threats, transportation shortage, general scarcity of goods, fuel restrictions and short or delayed deliveries from subsuppliers due to any of the circumstances mentioned in the present section. The circumstances mentioned shall only involve exemption of liability if their effect on the fulfilment of the agreement could not be anticipated at the signing of the agreement. The party, who wishes to claim exemption of liability in accordance with the above section 11(1), shall be obliged in writing to notify the other party of the occurrence and its cessation without undue delay. Irrespective of the other content of the present general terms of delivery, any one of the parties shall be entitled to cancel the agreement through written notice to the other party if fulfilment of the agreement is prevented for more than six months by any one of the events mentioned in section 11.1. If an agreement is cancelled in accordance with the present section, the parties shall not be entitled to make claims against each other. Litigation. Choice of law Disputes in relation to the agreement and any related condition shall be settled through arbitration in accordance with current legislation on arbitration in SM’s country. Unless otherwise agreed between the parties in writing SM may however choose to allow the courts of law to settle the dispute. The case shall be brought before the Maritime and Commercial Court in Copenhagen or according to SM’s choice at the legal venue of SM. Any legal questions arising in connection with the agreement shall be settled in accordance with legislation in SM’s country. If requested by SM in connection with an arbitration proceeding, any such question shall be settled at the legal venue of SM. 10.2 10.3 10.4 11. 11.1 11.2 11.3 12. 12.1 12.2 B12-K-7.2-01/2/0_GB General terms of service and repair Page 2
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