General Terms and Conditions of Sale and Delivery

  1. SCOPE OF APPLICATION
    1. These General Terms and Conditions of Sale and Delivery apply to all agreements concerning the sale and delivery (“the Delivery”) between Marine & Industry Services A/S, Danish company reg. no. 20894873 (“the Seller”) and a customer (“the Customer”), regardless of any conflicting or supplementary terms and conditions in the Customer’s order, general purchasing terms, or other communication from the Customer. No such conflicting or supplementary terms shall be deemed accepted by the Seller unless expressly confirmed in writing.
    2. These General Terms and Conditions of Sale and Delivery therefore form an integral part of any order placed by the Customer.
  2. OFFERS AND ACCEPTANCE
    1. A written offer from the Seller is valid for 30 days from the date of the offer unless otherwise stated. After this period, the offer automatically lapses. Oral offers must be accepted immediately.
    2. The Seller reserves the right to amend any stated delivery time and date in the offer if the Customer does not confirm the offer within one business day, unless otherwise agreed in writing.
    3. The Seller’s offer is also subject to the availability of goods, prior sale to another party, and changes in delivery conditions from the Seller’s business partners. If such changes occur or the offered goods are sold or out of stock before the Customer accepts the offer, cf. clause 2.1, the offer automatically lapses.
    4. An order is only binding on the Seller once a written order confirmation has been issued, e.g., via email. This applies regardless of whether the order was placed orally, in writing, or electronically.
    5. The Seller reserves the right to amend an order confirmation in the event of changes in exchange rates or prices compared to the stated base rate or similar from the Seller’s suppliers. The same applies to partial deliveries in the event of adjustments to the undelivered portion, as well as changes in customs duties, taxes, and other charges.
    6. Upon receipt of the Seller’s order confirmation, the Customer must immediately raise any objections if the terms stated do not match the agreed terms. Otherwise, the agreement is deemed fully concluded on the terms stated in the order confirmation, including these General Terms and Conditions.
  3. DRAWINGS AND DESCRIPTIONS
    1. All drawings, sketches, specifications, samples, and models of the sold goods remain the property of the Seller, including all intellectual property rights, and may not be shown to third parties, reproduced, or used for work without the Seller’s permission.
  4. PRICE
    1. All prices are exclusive of VAT, taxes, and delivery unless otherwise stated.
    2. Information and prices provided by the Seller in brochures, catalogues, price lists, online advertisements, or orally are for guidance only. The Customer may only rely on the content of individual written offers and/or order confirmations as the basis for the Delivery.
  5. TERMS OF PAYMENT
    1. Unless otherwise agreed in writing, the Seller invoices based on time and materials, and payment is due within 14 days from the invoice date.
    2. If the Seller and the Customer have entered into a fixed price agreement, payment shall be made according to the following milestones:
      • 1. 40% of the purchase amount is due upon order placement.
      • 2. 50% of the purchase amount is due upon delivery of materials.
      • 3. The remaining 10% of the purchase amount is due upon final acceptance (Call for inspection) and project completion.
    3. If the Seller is required to board the Customer’s vessel or similar to perform the work, the Customer is obliged to have the Seller and the Seller’s employees covered by adequate insurance, and the Customer is also responsible for covering all travel expenses for the Seller and the Seller’s employees in this regard, including but not limited to transportation (e.g., flights), transfers from the airport to the hotel/vessel, accommodation, per diem, etc.
    4. The Customer’s delay in payment entitles the Seller, at its discretion, to either terminate or maintain the agreement with the Customer and claim compensation for any loss incurred.
    5. If the Customer fails to pay on time and the delay is not due to the Seller’s fault, the Seller is entitled to charge interest at 2% per commenced month and fees in accordance with applicable law.
    6. If there is an outstanding balance between the Customer and the Seller due to the Customer’s non-payment of an invoice issued by the Seller, the Seller is entitled to refrain from commencing production of a subsequent order placed by the Customer until any outstanding balance is paid by the Customer. Only upon the Customer’s payment of the outstanding balance will the Seller indicate a delivery time.
    7. The Customer is not entitled to withhold payment or set off alleged claims not acknowledged in writing by the Seller.
  6. RETENTION OF TITLE
    1. The Seller retains title to the Delivery until the full purchase price plus any accrued interest has been received by the Seller.
  7. SECURITY
    1. The Seller is entitled at any time, in connection with or after the conclusion of the agreement, to require satisfactory security for the Seller’s total costs associated with the agreement, including to demand a deposit, which the Customer is subsequently obliged to provide.
  8. RIGHT OF RETENTION, RIGHT TO SUSPEND AND RIGHT TO SELL
    1. In the event of the Customer’s bankruptcy or restructuring, or if the Customer’s financial situation is such that the Seller deems the Customer unable to pay the Seller’s claim 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. The Seller is also entitled – without liability – to suspend work or production of deliveries unless the Customer immediately provides satisfactory security for all current and future claims the Seller may have against the Customer.
    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 right of retention or suspension will be exercised, unless the Customer has made payment or provided satisfactory security for payment within the 14-day period.
  9. DELIVERY
    1. Delivery is Ex Works (Incoterms®2020) unless otherwise expressly agreed in writing.
    2. If the Customer does not 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 shall insure the Delivery at the Customer’s expense. The Customer is also obliged to make any payment conditional on delivery as if the Delivery had taken place.
    3. The delivery time stated in the order confirmation is indicative and subject to possible delays from subcontractors, force majeure events, or other circumstances beyond the Seller’s control, including, for example, insufficient information from the Customer.
    4. If a fixed delivery time is expressly agreed, the Seller is entitled to extend the fixed delivery date by 30 business days from the expiration of the fixed delivery time. However, the Seller is obliged to immediately notify the Customer in writing of the delay as soon as the Seller becomes aware of it and state the reason for the delay.
    5. The Customer is precluded from asserting other remedies for breach, including liability for damages, in connection with the Seller’s delay.
  10. DUTY TO INSPECT AND COMPLAINTS
    1. The Customer is obliged to inspect the Delivery immediately upon receipt and before use to ensure that it is free from defects. The Customer must notify the Seller of any defects or deviations from the agreed terms. If a Delivery is put into use, it is deemed accepted by the Customer.
    2. If the Customer finds that the Delivery is defective, the Customer must notify the Seller in writing within eight (8) days from the delivery date, specifying the nature and extent of the defect.
    3. For other defects, including hidden defects that only become apparent later, the Customer must notify the Seller immediately after the Customer could or should have discovered the defect and no later than one (1) year after delivery.
    4. If the Customer does not notify the Seller in writing within the specified period, the Customer forfeits the right to complain. In the event of a complaint, the Delivery must not be used until the Seller has had the opportunity to inspect the alleged defect.
    5. If a complaint is made late, but the Seller enters into substantive discussions with the Customer regarding the complaint, this is done without prejudice. The Seller is therefore not precluded from later asserting that the complaint was made late.
    6. Upon receiving a valid written complaint from the Customer, cf. clauses 10.2 and 10.3, the Seller shall remedy the defect without undue delay, cf. clause 11.
  11. DEFECTS
    1. If the Customer has given notice as mentioned in clauses 10.2 and 10.3, and it turns out that there is no defect for which the Seller is responsible, the Seller is entitled to claim compensation for the work and costs incurred by the complaint.
    2. The Seller is not liable for defects beyond what is stated in clause 11. This applies to any loss caused by the defect, including downtime, loss of time, lost profits, consequential damages, or any form of direct or indirect loss. Indirect costs for the seller, in connection with the rectification of defects such as (travel, board and lodging, etc.) are borne by the customer.
  12. RETURNS
    1. Returns are only accepted by the Seller after a written agreement.
    2. If such a written agreement exists, the following conditions apply:
      1. The Customer bears the costs associated with the return.
      2. Upon return, the Customer is responsible for the safe packaging of the Delivery, as the Customer bears the risk for the Delivery from the time of delivery.
      3. Specially manufactured goods / customized goods cannot be returned.
      4. In connection with the return, a fee of 15% of the original invoiced price + any repair costs, cf. clause 12.2.5, will be deducted.
      5. The Customer is responsible for any depreciation of the Delivery caused by handling beyond what is necessary to determine the nature, characteristics, and functionality of the goods. If the Delivery or parts thereof are used differently than described above, it is considered used. This means that the Customer is obliged to pay any repair costs incurred by the Seller as well as any other depreciation, which will be deducted from the refund, cf. clause 12.2.4.
  13. LIMITATION OF LIABILITY
    1. The Seller cannot be held liable for defects arising after delivery.
    2. The Seller can never be held liable for downtime, loss of time, lost profits, penalties, consequential damages, loss of earnings, or any form of indirect loss.
    3. The Seller cannot be held liable for damage or defects resulting from the Customer’s negligent, incorrect, or inappropriate use or handling of the Delivery.
    4. The Seller provides no warranties unless expressly stated in the agreement between the Seller and the Customer.
    5. If the Seller has provided a warranty to the Customer, the warranty does not cover incorrect installation or misuse in relation to the instructions for use or the Seller’s specifications. A warranty provided by the Seller also lapses if the Delivery is altered, modified, serviced, or attempted to be repaired by anyone other than the Seller or a repairer designated by the Seller.
    6. The Seller’s total liability for any claim arising from the agreement or in connection with the Delivery, whether the claim is based on contractual liability, tort, indemnity, statute, or otherwise, is limited to an amount equal to the total amount paid or to be paid by the Customer for the relevant delivery.
  14. PRODUCT LIABILITY
    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 property or movable property 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.
    2. The Seller’s total product liability cannot exceed DKK 1,000,000 per damage or in total per year, including interest and costs. The limitation does not apply to personal injuries.
    3. The Seller is not liable for downtime, loss of time, lost profits, and any form of indirect loss. If the Seller is held liable for product liability towards a third party, the Customer is obliged to indemnify the Seller to the extent that the Seller’s liability is limited under these General Terms and Conditions. If a third party makes a claim for liability against the Customer, the Customer must immediately inform the Seller. The Seller and the Customer are mutually obliged to be sued in the court handling the compensation claim brought against one of them based on damage alleged to have been caused by the Delivery.
  15. FORCE MAJEURE
    1. In any case, the Seller is exempt from liability for non-performance or delayed performance 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 the conclusion of the agreement. Such factors include, but are not limited to, war, riots, terrorism, insurrection, strikes, lockouts, labor shortages, government intervention or intervention by public authorities, fire, natural disasters, and weather conditions that make it impossible to fulfill the agreement, currency restrictions, import or export restrictions, interruption of normal transport, interruption or failure of energy and water supply, public data conditions 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 anticipate (force majeure).
    2. Circumstances at the Seller’s subcontractors and/or business partners, which result in the Seller being unable to fulfill its obligations to the Customer, and which cannot be overcome without disproportionate costs for the Seller, are also considered force majeure.
    3. If timely delivery is temporarily prevented due to force majeure, delivery is 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.
    4. If the Seller wishes to invoke any of the mentioned circumstances, the Customer must be immediately notified of the event and when the impediment is expected to cease.
    5. Notwithstanding 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 performance of the agreement is prevented for more than six (6) months by an event as mentioned in clause 18.
  16. REFERENCES
    1. By entering into the agreement, the Customer agrees that the Seller is entitled to take pictures of the task performed by the Seller for marketing purposes.
    2. If the Seller wishes to mention or refer to the Customer as part of the Seller’s marketing, the Seller must obtain written permission from the Customer for this purpose.
  17. DISPUTE RESOLUTION
    1. The agreement is governed by and construed in accordance with Danish law, except for (a) rules leading to the application of laws other than Danish law, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).
    2. Any dispute arising between the Seller and the Customer shall be settled by arbitration at the Danish Institute of Arbitration in accordance with the rules adopted by the Institute at the time of the commencement of the arbitration proceedings.
  18. CHOICE OF LAW AND VENUE
    1. The agreement is governed by Danish law, and any dispute arising out of or relating to these terms shall be settled by the Maritime and Commercial Court in Copenhagen.