VIKING LIFE-SAVING EQUIPMENT A/S - GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS AND SERVICES I PREAMBLE 1. These General Terms and Conditions for the Supply of Products and Services (the “Terms”) shall apply to all sales and deliveries of products or services (“Products”) by VIKING LIFE-SAVING EQUIPMENT A/S or its Affiliates (”VIKING”) to any customer (the “Purchaser”) (VIKING and the Purchaser collectively referred to as the "Parties" and individually a "Party"). 2. These Terms shall apply together with any sales contract entered into between the Parties (collectively the “Contract”). In case of any discrepancy or inconsistency between any written sales contract entered into between the Parties and these Terms, the written sales contract shall prevail. II PRODUCT INFORMATION 3. Only information and data included in the Contract are binding upon VIKING. Any information and data contained in product brochures, price lists or any other documents are binding only to the extent that such documents are expressly incorporated into the Contract by reference. 4. Any non-public information, intellectual property rights and knowhow pertaining to the Products, including but not limited to drawings, descriptions, manuals and all other technical documents, is and shall remain the exclusive property of VIKING. Any such information shall not be copied or disclosed to a third party by the Purchaser, or used for purposes other than the purposes intended by VIKING when the information was made available. III DELIVERY 5. Any trade term set forth in the Contract shall be construed in accordance with INCOTERMS 2010. Unless otherwise agreed in writing, all deliveries by VIKING shall be Ex Works (INCOTERMS 2010) at VIKING’s place of business. Delivery by instalments and early delivery by VIKING shall be permitted, unless otherwise agreed in writing in the Contract. IV RULES AND REQUIREMENTS 6. Any rules and/or requirements applicable in respect of the Products shall be expressly referred to in the Contract in order to be binding between the Parties The Purchaser bears the risk of any amendments to such rules and/or requirements after the execution of the Contract. In the event that such rules and/or requirements are amended after the execution of the Contract, VIKING may make reasonable efforts, if so requested by the Purchaser, to change the Products accordingly, subject to an adequate adjustment of the price. Notwithstanding this, VIKING shall in no event be obliged to make such change. V TIME FOR DELIVERY, DELAY 7. Delivery shall be made no later than on the date set forth in the Contract. If no delivery date has been agreed, delivery shall be made on a date deemed reasonable by VIKING. 8. If delivery by VIKING is or will be delayed, VIKING shall be granted an additional period of time for delivery, such period not to be less than one month. If VIKING fails to effect delivery within such additional period of time, the Purchaser is entitled to terminate the Contract in and claim damages for loss incurred up to an amount not exceeding ten per cent (10 %) of the purchase price. 9. The remedy provided for in clause 8 above shall be the sole and exclusive remedy available to the purchaser in case of delay on the part of VIKING. Any other remedy against VIKING arising out of any delay is excluded. VI PRICES AND PAYMENT 10. All prices are exclusive of VAT and any other taxes or duties. Unless otherwise agreed in writing, the purchase price shall be paid 30 calendar days after the invoice date. 11. Irrespective of the means of payment, payment shall not be deemed to have been effected until the full outstanding amount has been irrevocably credited to VIKING's account. All banking charges and fees charged by the Purchasers bank shall be paid by the Purchaser. 12. VIKING shall be entitled to interest on any late payment from the day on which payment was due. The rate of interest shall be one and a half per cent (1.5 %) per month or fraction of a month. In the event of late payment by the Purchaser, VIKING may at its discretion suspend performance of any of its obligations under any Contract with the Purchaser until payment in full has been effected, or terminate the Contract and claim damages. 13. Where goods are ordered by an agent on behalf of a principal, whether named or unnamed, the agent irrevocably and unconditionally guarantees as a primary obligor (and not merely as a surety) to VIKING the due performance by the principal of the obligations of the principal. VII RETENTION OF TITLE AND PLEDGE 14. VIKING shall retain title to all Products delivered by VIKING until payment in full of the purchase price and all other outstanding claims has been received by VIKING, even if such claims arise out of previous transactions. Claiming retention of title shall not be considered a termination of the Contract and shall not release the Purchaser from its obligations, including but not limited to its obligation to effect payment in full. 15. The Purchaser grants to VIKING a first ranking pledge and a lien in all products handed over to VIKING for maintenance and/or service by the Purchaser or its agent for all claims for payment for work and services performed by VIKING with respect to such products. If VIKING’s outstanding claims are not settled in due time, the title to the relevant products shall pass to VIKING who shall be entitled to deduct the value of the products from its outstanding claims against the Purchaser. VIII LIABILITY FOR NON-CONFORMITY 16. Subject to Clauses 17 to 24 below, VIKING warrants that the Products comply with the specification and description set forth in the Contract. The Products shall only be considered non-conforming in the event of non-compliance with this warranty. 17. Except for the warranty set out in clause 16, VIKING does not make any further warranties or representations, and VIKING expressly excludes all implied warranties relating to the products, including, but not limited to, implied warranties of merchantability or fitness for a particular purpose and, any warranties and representations that the products will comply with any law or regulations not expressly referred to in the contract. 18. The Purchaser shall examine the Products or cause them to be examined immediately after they have arrived at their final destination. If any non-conformity is discovered or ought to be discovered during this examination, VIKING shall be notified thereof no later than one (1) week after the Products arrived at their final destination. If the Purchaser fails to give such notice, the Purchaser's right to rely on any remedy will be lost. Viking Life-Saving Equipment A/S – General Terms and Conditions for the Supply of Products and Services Page 1 of 2 06032019
Download PDF fil