For supplies and services provided by IHM P/S, hereinafter referred to as IHM.
These terms and conditions shall apply to all supplies and services and shall supersede any other terms and conditions unless otherwise agreed in writing.
To any quotation, the present terms and conditions of sale and delivery shall apply unless otherwise agreed in writing.
Quotations made by IHM shall apply for 30 days from the date of quoting. The price of the day of acceptance shall, however, apply.
DELIVERY and PRICES
Delivery shall be ex works unless otherwise agreed. INCOTERMS 2010 EXW shall apply. All prices are quoted in DKK excluding VAT, as well as any other current taxes and dues payable at all times.
Expenses for installation and commissioning shall not be covered by the prices quoted unless expressly stated in the particular quotation or agreement in writing.
Unless otherwise agreed in writing, the date of payment for supplies and services shall be the date of invoice + 30 days.
If payment is effected later than at the payment time agreed, default interest shall be added equivalent to the Nationalbanken lending rate plus 7%.
Default interest shall be calculated and charged from the due date until payment has been effected.
RETENTION OF TITLE
The supply shall remain IHM property until payment has been effected in full by buyer.
TIME OF DELIVERY – DELAY
The delivery date quoted for shall be approximate and shall be stated on IHM best judgment.
The time of delivery (the period from the date of quoting up to the time of delivery quoted) shall be from the date of receipt of order as well as all items of information/specifications required to be provided by buyer for the particular supply.
Delivery within a period of up to 60 days after the time of delivery agreed between the parties shall be considered to be timely. If delivery is not effected within the period of time mentioned above, and provided the delay is not due to buyer and/or Force Majeure (Act of God), buyer shall be entitled to cancel the order by notice in writing to IHM, however, not for parts of this already delivered.
Regardless of the cause of delay, buyer may not claim compensation from IHM, and shall, as stated above, only be entitled to cancel the agreement wholly or partially.
Unless otherwise agreed, remedying of faults and deficiencies shall be performed as follows:
On hardware supplied and work performed, IHM shall carry ordinary liability for faults and deficiencies to "Købeloven" (Danish Sale of Goods Act).
If the item(s) purchased turn(s) out to show faults and deficiencies – and provided IHM is responsible/liable for that – IHM shall be obliged and entitled to perform remedying of faults and deficiencies. Buyer may thus not claim the other remedies for breach of contract mentioned in "Købeloven" until IHM has exercised reasonable endeavours to remedy faults and deficiencies.
As for software supplied, the parties have agreed that IHM shall not be liable for faults and deficiencies not claimed/notified by buyer to IHM within six months after delivery.
IHM shall be obliged and entitled to remedy faults and deficiencies claimed within six months from the date of delivery.
For software supplied by a third party, IHM shall carry no responsibility/liability but shall assign pledged rights to buyer.
If the software supplied by or through IHM is used with or integrated in software not advance approved by IHM, any kind of responsibility/liability shall be nil and void.
Vendor liability shall be on the assumption that the equipment in question has been used and treated to specifications.
Any claims shall be lodged in writing without undue delay and prior to the expiry of the period.
The liability shall not cover liability for any faults and deficiencies in materials, installations or equipment provided by buyer, or in structures prescribed or specified by buyer.
If buyer himself performs repairs, or if faults and deficiencies are due to inadequate maintenance or incorrect mounting/installation performed by buyer, the liability shall be nil and void.
In the event of faults or deficiencies falling under the liability, IHM shall be obliged to remedy faults and deficiencies as soon as possible after being notified by buyer.
IHM shall determine whether remedying is to be performed at buyer's, i.e. at the place of installation, or at IHM's.
The liability shall cover costs of materials and labour costs for remedying performed within normal working hours.
The liability shall not cover costs of transport, travelling expenses and/or forwarding.
If remedying is performed outside normal working hours at buyer's request, labour costs shall be paid by buyer.
If remedying is not performed within a reasonable time, buyer may set a final date for remedying – as a minimum a fortnight.
If remedying is not performed within the time thus fixed, buyer may not cancel but demand pro rata reduction, and no other compensation.
Pro rate reduction may as a maximum amount to 15% of the contract amount. IHM shall in no circumstances be liable for operating loss, loss of profits or any client liability to any third party, or for instance due to data errors, unintended deletion of data on account of program faults and/or the consequential effects of this.
DRAWINGS AND DESCRIPTIONS/SPECIFICATIONS
All drawings and technical documents, descriptions and specifications, as well as software pertaining to the supply or to the performance of same left to one party by the other shall belong to the party issuing these.
Such material shall be confidential and may not without consent by the party issuing it be used for purposes other than the performance, commissioning, operation, and maintenance of the supply.
Buyer shall indemnify IHM to the extent of liability being imposed on IHM in relation to any third party for such damage and such loss for which IHM shall to the present terms and conditions of sale and delivery not be liable to buyer.
IHM shall not be liable for damage caused by the supply to:
a) real property or chattels,
b) products made by buyer, or on products in which these are integrated,
In no case shall IHM be liable for operating loss, loss of profits or for any other financial consequential losses.
Said limitations in IHM liability shall not apply if IHM has committed gross negligence on the harmful properties of the supply.
If a third party lodges a claim against one of the parties for liability to this item, such party shall immediately notify the other party accordingly.
IHM and buyer shall be mutually bound to have action taken against them at the court of justice, or at the court of arbitration, considering any claim for compensation lodged against one of these on account of damage or a loss claimed to have been caused by the supply. The mutual relationship between buyer and IHM shall, however, be settled to the item below on Disputes and Applicable Law.
FORCE MAJEURE (ACT OF GOD) AND OTHER SIMILAR CIRCUMSTANCES
The items listed below shall exempt from liability if the performance of the agreement is delayed or made unreasonably onerous:
Industrial action/trade disputes and other circumstances beyond the control of the parties, such as fire, war, terror, and similar activities, mobilization, unforeseen military call-ups of a similar order, requisitioning, sequestration, currency restrictions, riots and civil commotion, transport shortage, scarcity of goods, power restrictions, deficiencies or delays in deliveries by subcontractors due to any of the circumstances mentioned above.
If the performance of this agreement is prevented for more than six months due to any of the events mentioned above, either party may freely cancel the agreement for non-performed parts of same.
DISPUTES AND APPLICABLE LAW
Any disputes arising from the agreement of the parties and from the present terms and conditions shall be settled by Danish law, the venue being Københavns Byret.
IN PARTICULAR ON SOFTWARE SUPPLIES
"Software" shall be understood as covering all program products supplied, including backup copies, documentation, and program media.
Software and all appurtenant rights, including copyrights and industrial rights etc, are and shall remain IHM property unless it is a matter of supplies by a third party whose terms and conditions shall then apply.
End buyer shall not be entitled to sell, pledge, leave, lend or lease software – neither wholly nor partially – to any other party, whether free of charge or against payment.
Buyer may, however, assign his rights and obligations provided buyer himself ceases to perform any application of software with appurtenant hardware.
Buyer shall not be entitled to remove trade marks, brand names, or similar.
Environmental Charges (WEEE)
Per April 1. 2006 the Danish government established the el recycling directive, which means that IHM is imposed to charge an environmental charge for it's products, which will secure that the electrical product will be recycled/destructed in a environmentally sound way.
"For a green environment."
You as a customer will be invoiced this charge as a separate line in your invoice for products which are included in the directive and that we will settle this with the Danish government.
IHM is enrolled "Elretur" - further information for this charge can be found at: