Terms of sale and delivery

Terms of sale and delivery JMV Cables A/S

§ 1. General conditions

(1) The following conditions shall apply to the sale and delivery of JMV Cables A/S products, to the extent that they are not waived by a written agreement between JMV Cables A/S (hereinafter called JMV) and the Agreement's other party (hereinafter called the Customer).

(2) It is not considered a deviation from the requirements if the Customer unilaterally takes reservations or otherwise indicates special conditions in his order specification. Such conditions are only valid by JMV's written consent.

(3) The Sale of Goods Act applies unless another distinct is agreed, see § 9 in particular.

§ 2. Offers and orders

(1) Written offers are binding in the number of days specified in the offer and are valid from the date of the offer.

(2) Agreements are binding and delivery times are calculated from the date of the final order confirmation. Changing the agreement can only happen if the Customer submits a written request and JMV accepting it in writing.

(3) Custom made products and standard products in measured lengths are not returnable. Other standard items cannot be returned, unless agreed otherwise in writing.

§ 3. Indications and Technical documentation

(1) All statements and particulars of weights, dimensions, capacities, prices and technical and other data in JMV's marketing materials, including catalogues, brochures, price lists, advertisements, image materials, etc., are indicative only.

(2) Any information as such shall only be binding if they are specifically stated in the final order confirmation.

(3) Any technical documentation which is left to the customer in accordance with the final order confirmation remains JMV's property, unless agreed otherwise in writing.

(4) Technical documentation shall not, without the prior written consent of JMV be used for other things than the purpose of the transfer. The Customer oblige himself not to copy, reproduce, assign or otherwise bring such documentation to a third party, unless the information by their nature must be brought to the knowledge of third parties.

§ 4. Drums

(1) Drums are not included in either the indicative or the final confirmed order price. Drums are separately invoiced to the client who upon the return of undamaged drums within 3 months from the receipt, will be credited an amount that is equal to the invoice amount. The aforementioned deadline can be extended by a written agreement.

§ 5. Price, billing and payment

(1) The price is apparent from JMV's order confirmation and is indicated in Danish Kroner unless otherwise stated. All prices are quoted excl. Danish VAT and other government charges.

(2) Invoice from JMV will be submitted as specified in JMV's final order confirmation.

(3) Payment must be made according to the payment provisions in the invoice or in accordance with other written agreements.

(4) If the invoice amount is not paid on time, Interest on arrears will be calculated from the due date of 2 % per month commenced. JMV is entitled to charge reminder fees and collection charges.

(5) If the amount due upon successive delivery or payment is not paid in time, the balance owing becomes due on all delivered goods for immediate payment. In these cases JMV is entitled  to stop further deliveries of its choice without notice, whether they are contractually fixed, or to terminate the contract with the Customer as a whole.

§ 6. Retention of ownership

(1) The products supplied, including the belongings remain JMV's property until the purchase price has been fully paid, payment is first considered to have been made when the customer no longer has the opportunity to return the payment.

§ 7. Collateralization

(1) JMV may at any time require the Customer to promptly provide adequate security for any receivable, including interest that JMV might have on the customer.

§ 8. Delay and delivery

(1) Delivery is considered done when the Customer assumes the risk for the good.

(2) If JMV believes that the agreed delivery date cannot be met, including by anticipated CREDITORIS, JMV must notify the customer thereof.

(3) JMV assumes no responsibility for the Customer's direct or indirect losses arising from the delay unless the delay is caused by JMV or its employees' gross negligence. By indirect losses it refers to business interruption and loss of profits. Compensation can never exceed the invoice price of the delivered goods. JMV can never be imposed liability for delays from any contractor.

§ 9. Deficiencies and liability

(1) The customer is obliged to check the delivered goods immediately upon receipt of the items and complain pursuant to section 2. If the Customer does not complain about a perceived deficiency, the right to make such defects applicable against JMV is lost.

(2) For hidden defects, a deadline for claims of 1 year is applicable from the receipt of the goods.

(3) Any complaints must immediately be submitted in writing, but no later than 8 days after the defect is or should have been discovered. JMV may require documentation from the customer.

(4) When a complaint is made, JMV is of its choice justified to remedy in terms of repair or replacement delivery. Return of goods can only be made in accordance with JMV's prior written consent.

(5) JMV's obligations under (3) do not include cases where the deficiency is due to the good not being maintained and used in full compliance with JMV's any regulations, improper or inappropriate use, changes or technical modifications without JMV's prior written consent, extraordinary climatic conditions and the like. Similarly, JMV shall never be liable for damages that occur as a result of the Customer's construction changes or processing of the supplied goods.

(6)In no case is JMV liable for loss of profits or other indirect losses, including costs of dismantling or replacement of the defective good. In all cases JMV is only obliged to make a replacement delivery or repair of the defective performance.

(7) JMV is not required to replace any direct or indirect loss caused by defects in the good, unless there is gross negligence by JMV or its employees. By indirect losses, it refers to business interruption and loss of profits. Compensation can never exceed the invoice price of the goods supplied. JMV can never be imposed liability due to JMV's subcontractors.

§ 10. Product liability

(1) JMV's liability shall never exceed the amount of coverage in JMV's professional liability insurance incl. interest and costs per. injury.

(2) Buyer must keep JMV indemnified in that extent, JMV is liable to a third party for such damage and loss that JMV after this point's third section is liable to the purchaser

(3) JMV is not responsible for damages under the rules governing product liability, unless the Buyer proves that the damage is caused by errors or negligence done by JMV.

(4) In no case is JMV liable for loss of profits or other indirect losses.

(5) If a third party submits a claim against any of the parties for liability under this section, that Party shall notify the other party.

(6) JMV and the purchaser are mutually be obliged to let themselves be summoned at the Courthouse or Court of arbitration that deal with compensation claims that are raised against one of them on the basis of damage or loss allegedly caused by the material. The relationship between buyer and JMV shall always be settled by arbitration in accordance with Clause 15.

§ 11. Force Majeure

(1) The Parties shall not be liable for failure to perform in accordance with the agreements reached as a result of force majeure events that prevent or render performance unreasonably burdensome, but is not limited to: labour dispute, strikes, lockouts, fires, wars, mobilization or unforeseen military calls, public orders, seizure, currency restrictions, riots and civil commotions, lack of transportation, irregularities in the supply of electricity, water and other sources of supply, general shortages, cancellation of major projects, defects or delays in deliveries by sub-contractors caused by any of the above circumstances, as well as any other circumstances beyond the parties' control.

(2) The party that wished to claim exemption of liability or force majeure shall without undue delay in writing notify the other party of the occurrence of the event. If the agreement is wished to be repealed it must be done separately between them.
If the agreement is wished to be maintained, the party affected by a condition referred to in (1) need to notify the other Party of the event's end when this has happened.

§ 12 Governing law and jurisdiction

(1) All disputes relating to agreements or contracts are subject to Danish law and settled by JMV's business jurisdiction at any time.