1. Definitions
(i) The Supplier:
“The Supplier” shall mean Naval-DME. “Services” shall mean all goods and or services provided by The Supplier.
(ii) The Sub Contractor:
See Clause 6 and 7. – “Delegation” and “Assignment”
(iii) The Client:
“The client” shall mean the person(s) or company(s) who require, order, purchase any goods or service and or enter into any agreement or contract from or with The Supplier
(iiii) The Agreement:
The Agreement, also called The Contract – and any oral or written purchase order, contract or instruction – related to goods and services exchanged between The Supplier and The Client shall be constituted by these “General Terms & Conditions”. See also clause 21.

2. General
This sale is subject to the here below terms and conditions as stated herein and on the face hereof, which are in lieu of and replace any and all terms and conditions set forth in any documents issued by The Client, including, without limitation, purchase orders and specifications. Any additional, different, or conflicting terms and conditions on any such document issued by The Client at any time are hereby objected to by The Supplier, and any such document shall be wholly inapplicable to any sale made thereunder and shall not be binding in any way on The Supplier. No waiver or amendment to these terms and conditions shall be binding on The Supplier unless made in writing expressly stating that it is such a waiver or amendment and signed by The Supplier. In case of conflict between the terms and conditions stated here and those on the face hereof, those on the face hereof shall control.

3. Delivery dates
Delivery dates and service dates are approximate and are not guaranteed. The Supplier shall not be liable for delays in delivery or failure to deliver or to provided services due to causes beyond its reasonable control, including but not limited to acts of God, acts or missing acts of The Client, acts of military or civil authorities, fires, strikes, flood, epidemic, war, riot, delays in transportation or inability to obtain necessary permits, documentation, drawings, labour, material, components, or manufacturing facilities. In the event of any such delay, the date of delivery, or date to provide services shall be extended for a period equal to the time lost by reason of such delay. In the event of impossibility of performance resulting from any of the above causes, The Supplier shall have the right to cancel this contract without further liability to The Client. Cancellation of any part of this order shall not affect The Suppliers right to payment for any services provided hereunder. Orders with indefinite dates are accepted upon the understanding that The Supplier shall have the right to fill said order as it sees fit and to hold the Services for The Client’s account and at The Client’s expense and risk, pending receipt of definite delivery instructions. Changes to shipment dates of orders may result in The Supplier charging The Client a carrying charge of 1,5% a pro rata per month of delay as stated in clause 15. For any individual order or release against an order for Services.

4. Scope of Work
(a) The Supplier hereby agree to provide services in accordance with the Client’s instructions as set out in Naval-DMEs quotation covering scope of work and deliverables based on Client’s inquiry.
(b) The Supplier will not vary the scope of the work unless instructed to do so by the Client. Where a variation in the scope of work is requested, the Supplier will advise the Client what effect this variation will have on the cost and completion date of the Services. The Supplier however reserves the right to ship and invoice for a justified change in the quantity of Services which may vary up to 10% over or under the quantity specified on the individual release and The Client shall accept delivery and pay for such revised quantity and consider the shipment to be complete.

5. Warranty
Unless otherwise explicitly agreed to in writing by The Supplier, The Supplier makes no warranties, expressed or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose other than as follows: (1) ON GOODS. THE SUPPLIER WARRANTS ONLY THAT THE GOODS WILL BE IN GOOD WORKING ORDER AND FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR SIX (6) MONTHS FROM THE DATE OF SHIPMENT. (2) ON SERVICES, THE SUPPLIER MAKES NO WARRANTY WHATSOEVER. If it appears within Six (6) months from the date of delivery that any goods or services provided hereunder does not meet the warranty specified above, and Client notifies The Supplier promptly, The Supplier shall thereupon correct any such defect by recommending repairs to the defective work. The foregoing shall constitute the sole remedy of Client and the full liability of The Supplier.
All travel or shipping cost related to warranted goods or services will be invoiced to the client.

6. Delegation
If the Supplier considers it more efficient or convenient, the Supplier may in its discretion procure advice, assistance and services, which its renders under The Agreement, from other persons and companies (The “Subcontractor(s)”) and may in its discretion delegate performance of one or more of its obligations under the Agreement.

7. Assignment
Neither party shall transfer or assign its rights or obligations under the Agreement without the prior written consent of the other party, provided that: The Client may transfer any or all of its rights under the Agreement to any of its affiliate companies, in which case The Client shall procure the acceptance by the assignee of the terms, conditions, exceptions and exemptions of the Agreement.

8. Performance
(a) the Supplier will provide the Services to the best of its ability, exercising reasonable care and skill at all times. All reports should be provided directly from the Supplier. In the event that the Supplier needs to employ Subcontractors and in the event that the Subcontractors report directly to the Client, then the Supplier is under no liability to the Client for anything that is said nor for any of the matters contained in the report of the Subcontractors.
(b) the Supplier shall not be liable to the Client for any failure to meet any time limit agreed for supplying the Services.

9. Liability & Indemnity
a) The Supplier’s liability on any claim of any kind, including negligence, for any loss or damages arising out of, connected with, of resulting from this contract, or from the performance or breach thereof, or from the manufacture, sale, delivery, resale, repair or use of any service covered by or furnished under this Contract, shall in no case exceed the price of the service or part thereof which gives rise to the claim, IN NO EVENT SHALL THE SUPPLIER BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES. Any action for breach of this contract by The Supplier must be commenced by The Client within one year after Client’s cause of action has accrued.
b) The Client shall not sue any Subcontractor for any loss or damage of any nature whatsoever suffered by The Client and connected with the performance of the Agreement. The Client’s sole remedy shall be against The Supplier under this clause 9.
c) Any errors or omissions in the Services provided by The Supplier will be corrected as soon as practicable and if correction is reasonable, provided the errors or omissions are reported to The Supplier by notice in writing within 1 month of completion of the Services. Where the notice is not given to The Supplier within the time allowed, The Supplier shall be under no duty to make any such corrections.
c) The Supplier operate in an advisory capacity at all times and are not responsible for any loss or damage that may arise when such advice is ignored, misinterpreted or incorrectly carried out by any party or person not connected with The Supplier.
e) In the event that any claim is made against The Supplier arising out of the Services, The Supplier shall under no circumstances whatsoever be liable for an amount exceeding an amount equal to 5 times the fee paid by the Client for the relevant part of the work and in any event not exceeding EUR 20.000.
f) In the event of a claim and the client request the Supplier to be on-site to resolve the claim, the Suppliers daily rates and travel according to clause 14(b) will be invoiced to the Client.
Naval-DME hold the right to refuse travel to: Afghanistan, Central African Republic, Haiti, Iran, Iraq, Libya, Mali, North Korea, Somalia, South Sudan, Syria, Venezuela, Yemen, Turkey and any other country with level 3 or 4 travel advise.
g) The Supplier shall have no liability in any circumstances whether in contract, tort or otherwise, including but not limited to liability for negligence, for any loss of revenue, business, anticipated savings or profits or for any loss of use or value for any indirect or consequential loss. Such exclusion of liability shall apply regardless of whether any such losses arise by reason of matters which might reasonably be expected to be in the contemplation of the Supplier or from matters which the Supplier have special and particular knowledge.
h) If The Supplier does incur third part liability of any nature whatsoever arising out or connected with performance of the Agreement. The Client shall indemnify The Supplier and The Suppliers Subcontractor if any against such third-party liability and costs and expenses relating thereto, and this indemnity shall apply even if the third-party claim was based on negligence. Further to the extent that The Supplier may have indemnified any Subcontractor against such third-party liability, cost and expenses (which The Supplier at its sole discretion shall be entitled to do) then The Client shall thereupon be liable to indemnify The Supplier accordingly.
i) The Supplier shall have no liability whatsoever for any damage or injury caused in connection with a service provided. Notwithstanding the foregoing, all Naval-DME’s employees will take all reasonable precautions when carrying out their duties.
j) In entering into the agreement contained in clause 9. The Supplier contracts both on its own behalf and as agent on behalf of Subcontractors and also as trustee for their benefit.
h) Where claims have not been filed in accordance with Clause 20. of these Terms & Conditions and were proceedings have not been commenced within 12 months after the completion of the Services, in respect of any claim arising out of or in connection with the Services, then all liabilities of the Supplier in respect of such claims shall automatically cease and there shall thereafter be an absolute bar to proceeding with any such claim against the Supplier.

10. Information, Confidentiality and Intellectual Property
(a) The Client undertakes to keep confidential any confidential information disclosed to it by the Supplier and not to disclose the same either complete or in part to any third party (including subsidiary companies, holding companies or associated companies) without the Supplier written approval, such undertaking to continue notwithstanding the expiry or termination of the Agreement for so long as the information in question has not:

  • (i) become part of the public knowledge or literature without default on the part of the Client or
  • (ii) been disclosed to the Client by the third party (other than one disclosing on behalf of the Supplier) whose possession of such information is lawful and who is under no secrecy obligation with respect to the same.
  • (iii) for a period of 10 years from the date that the Agreement is completed or terminates.

(b) the Supplier shall undertake to keep confidential any confidential information disclosed to it by the Client and the Supplier shall be liable to the same constraints as imposed by clause 10. (a) on the Client.
(c) Any report reproduced or services provided in accordance with the agreed Service are intended solely for the use of the Client and will not be further distributed, circulated or published without the express agreement of the Supplier in writing.
(d) Unless otherwise agreed in writing by the Supplier, the ownership of, and the rights to, copyright, design or intellectual property arising out of the Services shall
remain with the Supplier.

11. Disclaimer
In compiling any reports The Supplier may have relied on information supplied by the Client and/or by third parties which has not been verified and the Supplier accept no liability for any consequences whatsoever arising from the inaccuracy of such information.

12. Indemnification
The Client agrees to indemnify, defend and hold harmless The Supplier against any and all loss, liability, expenses and costs (including attorneys’ fees, judgments, fines and amounts paid in settlement) actually and reasonably incurred by The Supplier in connection with any threatened, pending, completed or future action suit or proceeding to which The Supplier is, or is threatened to be, made a party arising from or related to Services that have been provided hereunder. The terms of this section shall survive the termination of this Agreement.

13. Disclaimer
In compiling any reports The Supplier may have relied on information supplied by the Client and/or by third parties which has not been verified and the Supplier accept no liability for any consequences whatsoever arising from the inaccuracy of such information

14. Conflict of Interest
Where a potential conflict of interest arises the Supplier will, once they become aware of the situation, immediately advise all parties and will take whatever steps are appropriate in the circumstances.

15. Prices
(a) Any estimate or quotation given by Naval-DME will remain valid for 30 days from the date of the same.
(b) Travelling time is normally included in Naval-DME’s prices unless otherwise specified in Naval-DME’s quotation. any delay time exceeding 24 hours out- or home-bound will be charged according to the applicable daily rate.
Travel cost, boarding and lodging is on clients account and will be invoiced with a 10% handling fee.
(c) VAT and other local or national taxes are excluded and will be charged as necessary.
(c) If any payments to be made under the Agreement shall be subject now or in the future to taxes, levies or charges of whatever kind in the country in which the Client is incorporated and/or operating and which the Client or the Supplier is required to pay or which the Client is required to withhold, the Client shall pay such sums as shall yield to the Supplier after payment or withholding of such taxes, levies or charges the full amounts payable to the Supplier under the Agreement as if such taxes, levies or other charges were not paid or withheld.
(d) The Client will be liable for and will reimburse the Supplier for all fees and expenses incurred in respect of the Services provided. the Supplier will not normally provide an itemized breakdown of costs but will be pleased to do so at the request of the Client.

16. Payment
(a) Payment(s) shall be done within 30 days after completion of each deliverable stated in the quotation and subsequent Order Confirmation unless otherwise agreed in writing.
(b) Where an invoice is not paid by the due date, the Supplier reserves the right to charge monthly interest at 1,5% on amounts outstanding from the date of the invoice.
(c) Except when there are clear and evident errors in the invoice payment shall be made by the Client notwithstanding any dispute relating to the billings. Any adjustment consequent upon settlement of such disputes shall be made within thirty days following the settlement.
(d) Where any payment becomes overdue by more than sixty days, the Supplier shall without prejudice to any of its other rights, be entitled to terminate this Agreement whereupon payment will become due and the value of the Services will be that at the time of the termination of the Agreement.
(e) Stated prices do not include any permit fees, customs duties, sales, use, value added, excise, federal, state, local, or other similar taxes. All such duties or taxes shall be paid by Client, or, in lieu thereof, Client shall provide The Supplier with an appropriate exemption certificate.

17. Insurance
The Client shall provide and maintain adequate insurance for the Services delivered hereunder against loss or damages by fire or other causes during the time between delivery and final payment in an amount fully protecting The Supplier, and loss or damage by fire or other cause within such period shall lot relieved Client from its obligations under this contract. Client shall provide and maintain adequate liability and workers’ compensation insurance covering all who may assist in the use and/or assembly of the Services delivered hereunder.

18. Completion of the Agreement
The Agreement will be considered completed on the date of the final invoice issued by the Supplier covering the full balance of the agreed price.

19. Termination of the Agreement
The Client may Cancel this contract only upon written notice to The Supplier and upon payment to The Supplier of reasonable and proper Cancellation charges, including but not limited to (1) the proportionate contract price for all services completed, whether shipped or not, prior to The Supplier’s receipt of notice of cancellation; (2) an amount equal to the percentage of profits on all such costs; and (3) the expenses incurred by The Supplier by reason of such cancellation, including reimbursement for any charges arising from termination of subcontract claims.
The Supplier have the right to terminate this Agreement where: (i) circumstances beyond the control of the Supplier make it unreasonable to continue with the Services. (ii) The Client is in breach of this Agreement and fails to respond within 5 working days of written notification by the Supplier.

20. Force Majeure
Neither party to the Agreement shall be in breach of any obligation hereunder (other than the obligations of the Client to make payment of any monies due to the Supplier) insofar as performance thereof has been delayed, hindered, interfered with or prevented by any circumstances beyond its reasonable control.

21. Claims of shortage, damages or wrong deliveries.
All claims of shortages or damages must be filed in writing to The Supplier within seven (14) days after receipt of goods, products or services. Claims filed after this time period will not be allowed.

22. Conflict of Interest
Where a potential conflict of interest arises the Supplier will, once they become aware of the situation, immediately advise all parties and will take whatever steps are appropriate in the circumstances.

23. Law
Arbitration shall take place in Copenhagen and Danish Law shall apply and be used for the interpretation of This Terms and Conditions, and for any service, agreement and/or contracts made between The Client and The Supplier in relation hereto. This Clause 21 shall be used for resolving any and all claims and/or disputes arising out the (whether based on contract, tort, or any other legal doctrine and whether arbitration is engaged or not). The language of the Arbitration shall be English.

24. Entire Agreement
These Terms and Conditions, including those on the face hereof, (but expressly not including any terms and conditions of Client’s document including any purchase order) constitutes the entire agreement with regard to this sale and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to said sale. No modification of this contract shall be binding upon The Supplier unless in writing and signed by The Supplier, and no modification shall be effected by The Supplier’s acknowledgment or acceptance of The Client’s purchase order forms containing different provisions.