VIKING LIFE-SAVING EQUIPMENT A/S - GENERAL TERMS AND CONDITIONS FOR THE SUPPLY OF PRODUCTS AND SERVICES 19. The Purchaser shall further notify VIKING of any nonconformity immediately after the Purchaser has discovered or ought to have discovered the non-conformity. 20. Any notice under Clauses 18 and 19 above shall be in writing, specifying the nature of the non-conformity in detail. 21. The Purchaser looses the right to rely on any nonconformity and consequently the right to resort to any remedy for breach of contract, if the Purchaser has not given VIKING notice thereof within a period of twelve (12) months after the date of delivery. 22. In the event of any non-conformity, VIKING may at its discretion choose either to deliver a substitute Product or to repair any non-conforming Product at a place designated by VIKING. The Purchaser shall bear the cost of transportation of the Product to the place designated by VIKING. VIKING shall always be granted an additional period of time to deliver a substitute Product or repair the Product, such period not to be less than one month If VIKING fails to deliver a substitute Product or repair the Product within the additional period of time, the Purchaser shall be entitled to either: a) a proportionate price reduction not exceeding ten per cent (10 %) of the purchase price; or b) terminate the Contract, provided that the non-conformity constitutes a fundamental breach by VIKING, and claim damages for the loss incurred by the Purchaser, always provided that such damages shall not exceed ten per cent (10 %) of the purchase price. 23. Any non-conforming Product or parts thereof which have been replaced by VIKING shall be made available to VIKING and be VIKING's sole property. 24. VIKING is not liable for any non-conformity arising out of any of the causes set forth in clause 28, items (i) through (vii). 25. The remedies provided for in clauses 17 to 24 shall be the sole and exclusive remedies available to the purchaser arising out of any non-conformity. Any other remedy against viking arising out of such non-conformity is excluded. IX PRODUCT LIABILITY 26. VIKING's liability for death or injury to persons caused by defects in the Product, shall be limited to the liability prescribed by mandatory rules of the applicable national law. 27. VIKING shall not be liable for any damage to real or to personal property caused by the Product after it has been delivered and whilst it is in the possession of the Purchaser, except for liability of VIKING prescribed by mandatory rules of the applicable national law. VIKING shall not be liable for any damage to products manufactured by the Purchaser or to products of which the Purchaser’s products form a part. 28. If VIKING incurs liability towards any third party for any damage as described in Clause 27 above, the Purchaser shall indemnify and hold VIKING harmless from and against such liability. In addition, the Purchaser shall indemnify and hold harmless VIKING from and against any damage arising out of (i) any improper or incorrect use of the Product, (ii) any improper or incorrect installation, repair or maintenance of the Products, (iii) any alteration carried out without VIKING’s prior written consent, (iv) any failure by the Purchaser to adequately train personnel in the operation of the Products, (v) any normal wear and tear or deterioration, (vi) any failure by the Purchaser to comply with applicable laws or regulations, or (vii) any negligence on the part of the Purchaser. 29. If a claim for such damage and/or injury as described in Clauses 27 and 28 above is filed by a third party against one of the Parties, the Party against whom the claim is filed shall immediately inform the other Party thereof in writing. The Purchaser shall be obliged to be joined as a party to proceedings of any court or arbitral tribunal examining claims for damages filed against one of the Parties on the basis of damage allegedly caused by the Product. X FORCE MAJEURE 30. VIKING shall be entitled to suspend performance of its obligations under the Contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: fire, war (whether declared or not), military mobilization, insurrection, requisition, seizure, embargo, terrorism, restrictions in the use of power, any industrial dispute, any disturbances in deliveries by subcontractors, any shortage of raw materials, utilities or transportation and any other circumstances that are beyond VIKING’s reasonable control and which affect VIKING’s possibilities to fulfil the Contract ("Force Majeure"). XII LIMITATION OF LIABILITY. 31. Notwithstanding any provision of these terms which might otherwise be to the contrary, VIKING shall not be liable to the purchaser for indirect, exemplary, punitive or consequential damages (including but not limited to loss of profits, goodwill, anticipated savings, customers or revenue) of any kind, whether based upon a claim or action of contract, warranty, negligence, strict liability or other tort, a product liability claim, or otherwise arising out of or related to the contract, and even if VIKING was advised in advance of the possibility of such damages. In addition, the maximum liability of VIKING arising out of the contract shall be limited to the total amount paid by the purchaser to VIKING for the products giving rise to the claim under the contract. XIII APPLICABLE LAW AND DISPUTES 32. If any provision of the Contract, including these Terms, contravenes mandatory law or is illegal, invalid or unenforceable, such contravention, illegality, invalidity or unenforceability shall not invalidate the entire Contract, including these Terms. 33. The Contract, including these Terms, shall be governed by the laws of the country, where the contracting VIKING entity is situated, and without regard to any choice of law rules (no renvoi). 34. Any dispute or claim arising out of or in connection with the Contract, including these Terms, shall be settled in accordance with the Rules of Procedure of the Institute of Arbitration in the country, where the contracting VIKING entity is situated by one sole arbitrator appointed by the Institute in accordance with the said rules. However, either Party may seek interim relief for any dispute. The decision of the arbitrator shall be final and binding upon the Parties. The place of arbitration shall be VIKING’s place of business. The language of the arbitration shall be the English language. 35. Notwithstanding the foregoing, VIKING shall, at its option, also be entitled to bring an action against the Purchaser before any court of competent jurisdiction under national or international law, in which event the arbitration clause set out above shall not apply. Viking Life-Saving Equipment A/S – General Terms and Conditions for the Supply of Products and Services Page 2 of 2 06032019
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