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General Terms for Sale and Delivery

1. Scope of application

1.1 These General Terms of Sale and Delivery apply to goods and services delivered by IHM A/S (“IHM”). The terms of the quotation take precedence over these General Terms of Sale and Delivery.
2. Consultancy services and quotations

2.1 IHM only provides consultancy services to the Buyer within its own field of experience and to the best of its knowledge at the time of such consultancy, but subject to the proviso that any experience gained later may give rise to other solutions.

2.2 Consultancy services are based only on the information submitted to IHM by the Buyer.

2.3 Quotations submitted by IHM remain valid for 60 days from the date of the quotation. If the quotation is not accepted without amendments, it will be deemed to have ceased to be effective. Therefore,  cceptance of the quotation is subject to IHM’s renewed acceptance. IHM thus reserves the right not to resubmit the quotation or amend its terms. 

3. Orders

3.1 The conclusion of an agreement between the Parties is subject to IHM giving its acceptance in the form of an order confirmation. 

3.2 If IHM’s order confirmation does not tally with the Buyer’s order, the Buyer must notify IHM within 2 working days. Otherwise, the Buyer will be bound by the terms of the order confirmation. 

3.3 Buyers, including dealers, are not authorised to make additions or amendments to IHM’s order confirmations. 

4. Terms of delivery and prices

4.1 The terms of delivery are ex works unless otherwise agreed in writing. INCOTERMS 2020 EXW apply.

4.2 All prices to Danish customers are quoted in DKK and to foreign customers in EUR, exclusive of VAT and other direct or indirect taxes in force from time to time. 

4.3 The Buyer is responsible for obtaining all necessary import licences.

4.4 Costs for installation and commissioning are not included in the quoted prices, unless expressly stated in the quotation/order or in a written agreement.

4.5 Costs for the acquisition of certificates, type approvals, certification of documents, etc. are payable by the Buyer.

4.6 Any return of goods is subject to IHM’s prior approval. Products must be returned in undamaged original packaging.  

5. Terms of payment

5.1 The due date for payment of goods and services is 30 days from the invoice date.

5.2 IHM reserves the right before delivery to demand either a payment guarantee or prepayment in full or in part. If an order placed by the Buyer cannot be insured by IHM’s credit insurance company, payment for the order must be secured by way of prepayment, letter of credit or the like. Any costs in that respect are payable by the Buyer.

5.3 If payment is made later than the agreed due date, default interest will be charged at a rate equal to the lending rate of Danmarks Nationalbank plus 7%. Default interest will accrue from the due date until payment is made.

5.4 If the Buyer fails to pay the amount due by the due date, IHM will be entitled by written notice to the Buyer to terminate the agreement with immediate effect or to withhold delivery in full or in part. In that connection, IHM will be entitled to change the terms of payment for future orders without notice. 

5.5 All costs relating to the delivery of goods, including freight charges and insurance premiums, are payable by the Buyer. If IHM makes an outlay for such costs, the amount will be charged to the invoice. 

6. Time of delivery – late delivery

6.1 The time of delivery is calculated from receipt of the order and all necessary information/specifications. 

6.2 The place of delivery must be stated in the order confirmation. The Buyer must notify IHM within 2 working days after receipt of the order confirmation if the place of delivery is incorrect.

6.3 Irrespective of cause, the Buyer is not entitled to claim damages from IHM in case of late delivery, but is only entitled to terminate the agreement in full or in part.

6.4 If the Buyer fails to receive or collect an order which is ready for delivery or part thereof on the agreed date, the Buyer will nevertheless be obliged to pay as if delivery had taken place.  

7. Fees for cancellation or ammendment of orders

7.1 IHM reserves the right to charge a fee for cancellation or amendment of orders in accordance with the terms set out below.

7.2 The Buyer may cancel the order in full or in part by written notice to IHM, which will then confirm acceptance and suspend performance of work and/or execution of the order.

7.3 If an order or part thereof is cancelled, the Buyer must pay a cancellation fee in accordance with the following guidelines:

(a) 30 (thirty) or more calendar days before the delivery date: 50 (fifty)% of the order amount affected by the cancellation.

(b) 30 (thirty) or less calendar days before the delivery date: 75 (seventyfive)% of the order amount affected by the cancellation.

7.4 Only orders for IHM standard products may be the subject of amendment or cancellation once an order has been placed. Orders for customised products, modified standard products, products which have already been placed. Orders for customised products, modified standard products, products which have already been configured or built in or third party products cannot be amended or cancelled.

7.5 In case of uncertainty or disagreement as regards the correct order amount or which part of the order amount is affected by the cancellation, the percentage of the order amount will be calculated on the basis of the product prices set out in IHM’s price list. 

8. Warranty and defects

8.1 IHM provides a 24-month warranty covering manufacturing defects and defective material not due to normal wear and tear on all products manufactured by IHM, running from the date of commissioning but not exceeding 30 months from delivery. The warranty is only valid if the equipment has been used and treated in accordance with the instructions.

8.2 As regards to third party products included in the order, such as terminals, computer equipment, servers, base stations and/or the like, the warranty provided corresponds to the warranty provided to IHM by the sub-supplier.

8.3 The warranty does not cover defects in materials, installations or equipment provided by the Buyer or in constructions directed or specified by the Buyer. 

8.4 The Buyer itself is responsible for inspecting the products delivered on delivery to verify that they are intact and in compliance with the order.

8.5 As regards orders for finished products, the Buyer may only claim compensation for defects if notice of such defects is given no later than 8 days after receipt of the products.

8.6 If the Buyer itself makes repairs or if defects are due to inadequate maintenance or incorrect installation carried out by the Buyer, the warranty will cease to be effective.

8.7 If the goods delivered are defective and such defects are covered by the warranty, IHM will be obliged and entitled to remedy the defects as soon as possible after receipt of the Buyer’s notice of defects. IHM  decides whether remedial work is to be carried out at the Buyer’s premises, i.e. at the point of installation, or at IHM’s premises. The warranty only covers the costs of materials and labour used for remedial work carried out within normal working hours and thus not transport costs and/or travel expenses. If remedial work is carried out outside normal working hours at the Buyer’s request, labour costs will be payable by the Buyer. The Buyer will not be entitled to exercise any other remedies for breach until IHM has made reasonable efforts to remedy the defects. 

8.8 If the remedial work is not completed within a reasonable time, the Buyer may set a final time-limit for such work, but no less than 14 days. If the remedial work is not completed within the fixed time-limit, the  Buyer will not be entitled to terminate the agreement with immediate effect, but only to demand a proportionate reduction of the purchase price and no other compensation. Such proportionate reduction cannot  exceed 15% of the purchase price.

8.9 With regard to software, the Parties have agreed that IHM will not be liable for any defects if the Buyer fails to give notice of such defects within 6 months of delivery. IHM is obliged and entitled to remedy any defects notified by the Buyer within 6 months of the delivery date.

8.10 IHM is not liable for software supplied by third parties but will transfer any rights therein to the Buyer. 

8.11 If the software delivered is used in or integrated into other software which has not been approved in advance by IHM, IHM will be relieved of any liability. 

8.12 IHM must ensure that no third party intellectual property rights are infringed when the Buyer uses the software for the agreed or intended purposes.

8.13 Under no circumstances is IHM liable for any loss of business or profit or any claims raised against the customer by third parties or as a result of data errors, unintended deletion of data due to program errors and/or any consequences thereof, etc.

8.14 IHM must supply parts or equipment that fully replace previously supplied IHM equipment and which have the same or better usability. This obligation will remain valid for a period of 7 years from the delivery date. 

9. Product liability

9.1 To the extent that IHM incurs liability towards a third party, the Buyer must indemnify IHM for any damage or loss for which IHM is not liable to the Buyer under these General Terms of Sale and Delivery.

9.2 When the products delivered have come into the Buyer’s possession, IHM will not be liable for any damage caused by such products:

(a) on movable or immovable property or 

(b) on products in which the products are included.

9.3 Under no circumstances is IHM liable for any loss of business or profit or other consequential financial losses.

9.4 The above-mentioned limitations of IHM’s liability do not apply if IHM has acted gross negligently as regards the harmful properties of the products delivered.

9.5 If a third party raises a claim for damages against one of the Parties, the Party in question must immediately notify the other Party thereof. IHM and the Buyer are mutually obliged to submit to legal proceedings before the court or arbitration tribunal hearing an action for damages filed against one of them due to damage or loss allegely caused by the products delivered. However, the interpartes relationship between the Buyer and IHM must be determined in accordance with clause 12 hereof (disputes and governing law). 

10. Force majeure and exemption from liability

10.1 IHM is entitled to give written notice of termination to the Buyer if IHM is unable to perform the agreement within a reasonable time due to war and terrorism, IT attacks, strikes, lockouts, political conditions or other force majeure events over which IHM has no control. 

10.2 The same applies if, due to one of the events defined below, IHM is unable to meet or is prevented from meeting a material obligation under the agreement between the Parties. In that case, IHM will be entitled to refrain from performing the agreement without incurring liability.Such event is an unexpected, external, unpredictable and serious event caused by epidemics, pandemics, terrorism or risk of terrorism, embargos, industrial disputes, fires, explosions, floodings, etc. which prevents IHM from performing the agreement or which makes performance more onerous for IHM.

10.3 In addition to the above and in case the agreement cannot be performed at the agreed time due to or with reference to the level and/or development of a pandemic or the like, such event will also be deemed to
constitute an unforeseen event preventing IHM from performing the agreement. In that connection, the Buyer accepts that the recommendations and guidance notes made by public authorities must always be
observed, which also applies to IHM’s obligations under the agreement.

10.4 The same applies to products supplied by sub-suppliers which are delivered too late or which are defective.In case of the above situation, the Buyer will not be entitled to damages or other compensation,
including reimbursement of actual expenses paid. 

11. Special conditions applicable to software deliveries

11.1 Software means all program products delivered, including back-up copies, documentation and program media.

11.2 Software and all associated rights, including copyrights and industrial property rights etc. are and will remain IHM’s property with the exception of software supplied by third parties. In that case, the terms of those third parties apply.

11.3 The end buyer is not entitled to sell, pledge as security, transfer, lend or rent out software, in full or in part, to others, whether free of charge or against payment of a fee. 

11.4 However, subject to agreement with IHM, the Buyer may assign its rights and obligations provided that the Buyer itself discontinues any use of the software and the associated hardware. 

11.5 The Buyer is not entitled to remove trademarks, product designations or the like.

11.6 IHM is not responsible for protecting the software delivered against external IT attacks.

11.7 For further details, please refer to IHM’s Licence Terms. 

12. Dispute and governing law

12.1 Any dispute arising out of an agreement between the Buyer and IHM, including a dispute concerning the interpretation of these General Terms of Sale and Delivery, must be referred to the Mediation Institute (www.mediationsinstituttet.dk), and mediation must be conducted in accordance with the Mediation Institute’s rules of mediation in force from time to time. If either Party or both Parties believe that a dispute has arisen between the Parties, either Party will be entitled to submit a request for mediation to the Mediation Institute. Such mediation constitutes no waiver of any legal remedies available, such as attachment and injunction, and it does not prevent a Party from commencing legal proceedings before the courts in accordance with the provisions set out below or from taking legal action in relation to the dispute for the purpose of avoiding forfeiture of rights due to inactivity or time-barring.

12.2 If the dispute cannot be settled by mediation, either Party will be entitled to demand that the dispute be settled by the Danish Institute of Arbitration in accordance with its rules of arbitration in force from time to time.The Parties have thus agreed that the Danish Institute of Arbitration has jurisdiction to decide on disputes.Any dispute must thus be settled by the Danish Institute of Arbitration.

12.3 The agreement between the Buyer and IHM and any disputes directly or indirectly arising out of or in connection with the agreement are governed by Danish law (except for its choice of law rules), and the  above jurisdiction has been agreed by the Parties. 

13. Export, laws and regulations

The Buyer agrees only to export, re-export, or otherwise transmit, directly or indirectly, IHM software and IHM equipment in full or parts except in full ccompliance with all applicable export laws and regulations.

 

Vers. 1.1 June 2022

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