General Conditions of Tender and Sale
1. General1. The following general conditions of tender and sale are valid for all tenders and sales agreements unless alterations of one or more of the conditions have been expressly confirmed by AEM ENGINEERING / v Arne Essa Madsen, hereinafter referred to as AEM ENGINEERING).
1.2. Conflicting purchasing conditions or other reservations made by a customer are thus not binding on AEM ENGINEERING unless expressly accepted by AEM ENGINEERING in writing.
2. Tenders and order acknowledgements
2.1. Tenders are submitted subject to the goods being unsold, and become void if they have not been accepted by the customer within 30 days of the date of the tender. AEM ENGINEERING confirms accepted tenders by means of order acknowledgements. Possible objections from a customer concerning discrepancies in the order acknowledgement must be in the hands of AEM ENGINEERING 8 days at the latest after receipt of the order acknowledgement.
2.2. Orders from customers are only binding on AEM ENGINEERING after a written order acknowledgement has been issued and only on the conditions stated in the order acknowledgement.
3. Specifications and prices
3.1. All information on weight, dimensions, capacity, price, technical and other data stated in catalogues, prospectus, circulars, advertisements, illustrated matters and price lists is to be considered approximate. Such information is only binding to the extent stated in the order acknowledgement or in other agreements expressly referring to such information.
3.2. With the reservations made in 3.3 all sales are made at the price valid on the date of AEM ENGINEERING tender or the date of the AEM ENGINEERING order acknowledgement.
3.3. The price referred to in 3.2 can be increased if, after issuing the tender or the order acknowledgement, but before the invoice date, alterations occur in the currency exchange rate or increases occur in import duties, indirect taxes, excise duties, fees, etc., or in other similar public charges which involve an increase of the costs connected with the manufacturing and producing of the goods. This also applies in cases of extraordinary increases in the prices of raw materials, etc., owing to external events, which could not be foreseen when the agreement was concluded.
3.4. Unless otherwise expressly agreed upon in writing, delivery is made "ex works" in accordance with "Incoterms 2000", but the delivery price is exclusive of packing and packing costs, insurance, handling and forwarding, which will be invoiced at costs.
4. Time of delivery
4.1. Delivery times are stated ex works and star running from receipt of the formal order or, in the case of prepayment, from the receipt of the full amount agreed upon.
4.2. Reservation is also made
regarding the times of delivery stated by AEM ENGINEERING with respect to delays owing to
strikes, lock-outs, war, mobilisation, confiscation, currency restrictions,
transport obstacles, restrictions concerning motive power, fire, extensive
damage to machinery, faulty castings and forgings, delayed or missing deliveries
from sub suppliers in spite of punctual and correct ordering on the part of
AEM ENGINEERING, or for other reasons beyond AEM ENGINEERING´s reasonable control.
The time of delivery will be deferred, if necessary, for a period corresponding to the duration of the delay in delivery. Delivery postponed for the reasons referred to here shall, in every respect, be considered as having been effected in due time.
4.3. If a delay in delivery, caused by one or more of the above mentioned circumstances, can be expected to last longer than 3 months, the customer, as well as AEM ENGINEERING, shall be entitled to cancel the agreement without paying compensation.
4.4. If the delay is caused by other reasons than stated above the customer is only entitled to cancel the purchase if the delay can be considered essential and if AEM ENGINEERING has not effected delivery 30 days at the latest after having received a written demand to this effect.
4.5. In the event that the agreement is cancelled according to 4.3 or 4.4 above, AEM ENGINEERING shall repay any payments made by the customer, and the customer shall return any part of the goods already delivered. Beyond this, no claim whatsoever, on account of a delay, can be accepted for compensation for loss of earnings or time, or other losses, irrespective of whether the responsibility for delay lies with AEM ENGINEERING.
5. Terms of payment
5.1. Unless otherwise agreed in writing, full payment of the goods supplied by AEM ENGINEERING, inclusive of invoiced expenses for freight, handling, insurance and packaging must be effected within 30 calendar days of the date of invoice.
5.2. If the dispatch of goods is postponed at the request of the customer, payment shall, however, be made 30 days at the latest after the customer has been informed that the goods are ready for dispatch.
5.3. If payment is not made when due – see 5.1 and 5.2 – interest will accrue on the overdue payment at 2.0 per cent per each month commenced.
5.4. The customer is not entitled to set-off payment for a consignment against a demand that the customer considers to have against AEM ENGINEERING in respect of the consignment concerned or any other consignment.
5.5. In each case where some form of credit is granted, the sale will be considered to have been made with AEM ENGINEERING retaining the ownership until full payment has been effected. If the customer does not pay when due, AEM ENGINEERING is entitled to take the goods back without a court judgement in accordance with the valid rules of law on this point.
6. Claims, replacements, and responsibility for defective goods
6.1. Claims must be made in writing to AEM ENGINEERING 14 days at the latest after the time when the customer discovered or ought to have discovered the defects or shortages concerned. Furthermore, goods delivered in error shall be returned so as to reach AEM ENGINEERING within four (4) months of the date of dispatch.
6.2. In the event that parts delivered by AEM ENGINEERING prove unusable owing to faulty material or manufacture, AEM ENGINEERING undertakes to replace or repair such parts free of charge. AEM ENGINEERING´s liability is limited to defects occurring within the guarantee period. The guarantee period is 12 months, starting from the date on which the goods in question were taken into use. AEM ENGINEERING´s liability, however, shall in all circumstances be limited to a period of 18 months as from dispatch of the goods from our works in Hedensted. It is a condition that the parts have been carefully stored and mounted correctly and operated under normal operating conditions.
6.3. AEM ENGINEERING´s liability is limited to
the above and thus does not cover, inter alia: wear damage caused by
carelessness or negligence by the customer or by people in the service of the
customer, rust, corrosion, deposits owing to water, sand or other impurities,
chemical or electrolytic processes, damage caused by unsuitable lubricating or
fuel oils or insufficient cooling. AEM ENGINEERING´s liability does not cover defects
resulting from incorrect information supplied by the customer. AEM ENGINEERING´s liability
does not cover defects resulting from materials/design specifications supplied
by the customer.
For the customer to be able to claim liability on the part of AEM ENGINEERING, he must allow AEM ENGINEERING the possibility of inspecting the defects in question.
AEM ENGINEERING´s liability is limited to defects occurring under the operating conditions agreed to in writing in connection with the conclusion of the order. AEM ENGINEERING´s liability does not cover incorrect storage/mounting/pressure testing/maintenance.
6.4. The obligation of AEM ENGINEERING to
repair or replace defective parts pursuant to 6.2 shall be fulfilled by
delivery. F.O.B. Danish port of exchanged or repaired parts. The forwarding and
returning of the replaced parts are for the customer’s account and risk.
If it is not possible to have the repair or replacement of a part carried out in AEM ENGINEERING´s workshop. AEM ENGINEERING is only obliged to replace damaged parts through delivery. F.O.B. Danish port, or to pay repair costs to the same amount as it would have cost AEM ENGINEERING to carry out the repairs in AEM ENGINEERING´s repair shop.
6.5. For purchased parts, which make up the whole or part of AEM ENGINEERING´s delivery, AEM ENGINEERING undertakes liability only to the same extent as AEM ENGINEERING´s suppliers.
6.6. If the parts supplied by AEM ENGINEERING are mounted in an engine for which the customer has also used unoriginal parts (i.e. parts that have been supplied through an unauthorised supplier), AEM ENGINEERING does not assume any liability for any damage which may arise.
6.7. AEM ENGINEERING is not liable to any further extent than stated above, irrespective of whether possible faults can be imputed to AEM ENGINEERING, and AEM ENGINEERING is thus not obliged to pay compensation nor liable for any consequential damage or other indirect loss such as loss of profits, unless it can be substantiated that AEM ENGINEERING has been guilty of gross misconduct.
6.8. For repaired and reconditioned parts AEM ENGINEERING undertakes the same liability as stated in 6.2-6.6 with the exception, however, that repaired and reconditioned parts will not be replaced by new parts.
7. Repair, reconditioning, replacements parts
7.1. For parts which are sent to AEM ENGINEERING for repair, reconditioning, assembling, adaptation, or other processes, the forwarding to and from AEM ENGINEERING´s workshop shall be for the account and risk of the customer. AEM ENGINEERING also does not accept any liability for such parts in its workshop including storage and internal transportation – nor for any damage, which may arise, including damage caused by any AEM ENGINEERING employee.
7.2. If, in the opinion of AEM ENGINEERING, any part referred to in 7.1 is not suitable for repair or reconditioning, it will be scrapped without charge to the customer as AEM ENGINEERING´s examination costs will be considered to be covered by the scrap value of the part. If the customer desires to have such unsuitable parts returned, this must be previously informed to AEM ENGINEERING in writing, and such parts will then be returned for the customer’s account and risk, and AEM ENGINEERING´s expenses for the examination of the parts will be debited to the customer.
8. Liability for injury/damage caused by the product (product liability)
8.1. AEM ENGINEERING shall be liable for personal injury only if it is proved that such injury was caused by negligence of AEM ENGINEERING or others for whom AEM ENGINEERING is responsible.
8.2. AEM ENGINEERING shall not be liable for damage to real and personal property, which occurs while the equipment is in the purchaser’s possession. Nor shall AEM ENGINEERING be liable for damage to products, which are manufactured by the purchaser, or to products in, which such are included. In all other instances, AEM ENGINEERING shall be liable for damage to real and personal property on the same conditions as those applying to personal injury, but such liability shall not exceed DKK 1 million.
8.3. Under no circumstances shall AEM ENGINEERING be liable for consequential loss, lost earnings or other indirect loss, including loss of time.
8.4. To the extent AEM ENGINEERING might incur product liability towards any third party, the customer shall indemnify AEM ENGINEERING as far as AEM ENGINEERING´s liability has been limited by the three preceding paragraphs.
8.5. If the claim for damage as described in this clause 8 is lodged by a third party against one of the parties, the latter shall forthwith inform the other party thereof.
8.6. AEM ENGINEERING and the customer shall be obliged to let themselves be summoned to the court examining claims for damages lodged against one of them on the basis of damage allegedly caused by the product. However, the contractual relationship between AEM ENGINEERING and the customer shall always be settled by arbitration in accordance with clause 10.
8.7. The above limitations in AEM ENGINEERING´s liability shall not apply where AEM ENGINEERING has been guilty of gross misconduct.
9. Proprietary right and reproduction
9.1. All drawings/technical specifications shall remain the property of AEM ENGINEERING, and must not, neither in part nor in full, be copied, reproduced, published or handed over to any third party without the prior consent of AEM ENGINEERING.
9.2. Drawings/technical specifications to be used for installing and taking the parts into use shall remain the property of the customer.
10. Law and disputes
10.1. AEM ENGINEERING´s tenders and every contract with customers including the present General Conditions shall be interpreted according to Danish law.
10.2. If the parties cannot settle a difference of opinion themselves, the dispute shall not be referred to a court of law, but shall be decided by arbitration in accordance with the rules of procedure of The Copenhagen Court of International Arbitration. The arbitration proceedings shall take place in Copenhagen.
10.3. The above will not, however, prevent AEM ENGINEERING from choosing, at their discretion, to bring an action against a customer in the ordinary courts of law where the customer is domiciled