1. Application
1.1 Application. The general terms and conditions (hereinafter referred to as “the Terms”) apply to all contracts concerning FiberMAN’s (CVR number 28707657) (hereinafter referred to as “the Company”) sale and delivery of services within electricity, telecommunications and data solutions, as well as consulting services.
2. Contractual basis
2.1 Contractual basis. The Terms, along with the Company’s offer and order confirmations, constitute the total contractual basis for the Company’s sale and delivery of services to the customer (hereinafter referred to as “the Contractual Basis”). The customer’s terms and conditions of purchase, whether printed on orders or otherwise communicated to the Company, do not form part of the Contractual Basis.
2.2 Changes and additions. Changes and additions to the Contractual Basis are only valid if the parties have agreed them in writing.
3. Services
3.1 Standard. The services which the Company sells and delivers to the customer shall be performed in a technically correct manner.
3.2 Customer’s participation. The customer must give the Company access to buildings, installations, personnel and information to the extent necessary in order to perform the services.
3.3 Legislation and standards. The Company is subject to the legislation of the electrician authorisation (El-Autorisation), and is responsible for ensuring that the services comply with legislation or standards. The Company is not responsible for the services being able to be used for specific purposes unless the parties have agreed otherwise in writing.
4. Price and payment
4.1 Price. The prices of services are set according to the Company’s price list at the time when the Company confirms the customer’s order, unless the parties agree otherwise in writing. All prices are excluding VAT.
4.2 Driving. Driving in the Company’s own vehicles in connection with the performance of services is to be paid for by the customer, at the rates set by the state at the time in question, unless the parties have agreed otherwise in writing.
4.3 Costs. Costs of food, accommodation, etc. incurred in connection with the performance of services are to be reimbursed in full by the customer, and a handling fee of 10% must be paid in addition to the full costs.
4.4 Payment. The customer must pay all invoices for services within a net 14 days unless the parties agree otherwise in writing. All goods remain the property of the Company until full payment has been made.
5. Late payment
5.1 Interest. If the customer fails to pay an invoice for services on time for reasons which are beyond the responsibility of the Company, the Company is entitled to charge 1.25% interest per commenced month on the amount due, from the due date until payment is made.
5.2 Termination. If the customer fails to pay an overdue invoice for services within 14 days of receiving a written demand for payment from the Company, the Company may, in addition to charging interest per clause 5.1, cancel the sale of the services to which the delay relates, discontinue the sale of services which have not yet been delivered to the customer, or demand payment in advance for such services.
6. Offers, orders and order confirmations
6.1 Offers. The Company’s offer is valid for 90 days from the date when the offer was issued, unless otherwise specified in the offer. Acceptances of offers which are received by the Company after the acceptance deadline are not binding on the Company unless the Company informs the customer otherwise.
6.2 Orders. The customer must send orders for services to the Company in writing. Orders must contain the following information about each ordered service: name of reference, order number (EAN no.), description of service, terms of payment and delivery date.
6.3 Order confirmations. The Company strives to provide the customer with a written confirmation or rejection of an order for services within eight working days of receipt of the order. Confirmations and rejections of orders must be in writing in order to bind the Company.
6.4 Changes to orders. The customer cannot modify a pending order for services without the Company’s written consent.
6.5 Inconsistent terms. If the Company’s confirmation of an order for services is not consistent with the customer’s order or with the Contractual Basis, and the customer does not wish to accept the inconsistent conditions, the customer must notify the Company of this in writing within two working days of receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.
7. Delivery
7.1 Delivery time. The Company delivers services no later than the time set out in the Company’s order confirmation. The Company has the right to deliver before the agreed delivery time unless the parties have agreed otherwise.
7.2 Inspection. The customer must inspect all services which are delivered. If the customer discovers a defect which they wish to make note of, this must immediately be communicated to the Company in writing. If a defect which the customer has discovered, or should have discovered, is not immediately communicated to the Company in writing, it cannot be invoked later on.
8. Delayed delivery
8.1 Communication. If the Company expects there to be a delay in the delivery of services, the Company must inform the customer of this, stating the reason for the delay and the new expected delivery time.
8.2 Cancellation. If the Company fails to deliver services within 8 days of the agreed delivery time due to reasons for which the customer is not responsible, the customer may cancel the order(s) affected by the delay without providing written notice of this to the Company. The customer has no other rights in the event of delayed delivery.
9. Guarantee
9.1 Guarantee. The Company guarantees that services will be free of material defects and omissions during use for 12 months after delivery. For parts which are replaced under guarantee, the guarantee period lasts 12 months from completion of the repair but cannot exceed 24 months from the original delivery.
9.2 Exceptions. The Company’s guarantee does not cover defects resulting from: normal wear and tear, use contrary to the Company’s instructions or common practice, use for a non-intended purpose, repairs or alterations performed by anyone other than the Company, or other conditions for which the Company is not liable.
9.3 Communication. If the customer discovers a defect which they wish to invoke during the guarantee period, this must immediately be communicated to the Company in writing. If a defect which the customer discovers, or should have discovered, is not immediately communicated to the Company in writing, it cannot be invoked later on. The customer must provide the Company with any information about an invoked defect or omission which the Company requests.
9.4 Inspection. The Company, within reasonable time of having been notified of a defect or omission by the customer and having examined the claim, must notify the customer of whether the defect or omission is covered by the guarantee.
9.5 Remedy. Within reasonable time of the Company having informed the customer, per clause. 9.4, that a defect is covered by the guarantee, the Company must remedy the fault or defect.
9.6 Cancellation. If the Company fails to remedy a defect or omission covered by the guarantee within reasonable time of having informed the customer per clause 9.4, and this is due to reasons for which the customer is not liable, and the remedying of the defect or omission has not been begun within a reasonable period of three days, the customer may cancel the order(s) affected by the defect or omission without providing written notice to the Company. The customer has no rights in respect of defects or omissions in services other than those expressly stated in clause 9.
10. Liability
10.1 Liability. Each party is liable for its own acts and omissions according to applicable law, with the limitations resulting from the Contractual Basis.
10.2 Limitation of liability. Notwithstanding any opposing terms in the Contractual Basis, the Company’s annual liability to the customer may not exceed a total of 5% of the net sales of the services for which the Company charged the customer during the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted with intent or gross negligence.
10.3 Indirect loss. Notwithstanding any opposing terms in the Contractual Basis, the Company is not liable to the customer for indirect losses, including the loss of production, sales, profits, time or goodwill, unless this is caused intentionally or through gross negligence.
10.4 Force majeure. Notwithstanding any opposing terms in the Contractual Basis, the Company is not liable to the customer for failure to perform its obligations which can be attributed to force majeure. The lack of liability shall continue for as long as the force majeure situation continues. Force majeure is considered to be conditions which are outside the Company’s control and which the Company should not have foreseen when entering the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and labour disputes.
11. Intangible rights
11.1 Property rights. The full ownership of all intellectual property rights arising in connection with the Company’s performance of services, including patents, designs, trademarks and copyrights, is with the Company.
11.2 Violation. The Company is not responsible for the delivered services’ infringement of third parties’ intellectual property rights unless the violation is deliberate. To the extent that the Company is served with a claim of the delivered services having infringed on third parties’ intellectual property rights, the customer shall indemnify the Company, unless the violation is deliberate.
12. Confidentiality
12.1 Disclosure and use. The customer may not pass on, use, or enable others to use the Company’s trade secrets or other information, of whatever nature, which is not publicly available.
02.12 Protection. The customer may not unduly obtain, or attempt to obtain, knowledge or acquisition of the Company’s confidential information as described in clause 12. The customer must treat and store the data securely in order to prevent it accidentally being disclosed to others.
12.3 Duration. The parties’ obligations under clause 12 apply during the duration of the parties’ cooperation and indefinitely after the termination of the cooperation, regardless of the reason for the termination.
13. Governing law and jurisdiction
13.1 Governing law. The parties’ cooperation is, in all respects, subject to Danish law.
13.2 Jurisdiction. Any dispute arising in connection with the parties’ cooperation shall be settled before the district court in Aalborg.
CEO
Tel: +45 2080 7432
E-Mail: peter@fiberman.dk