These general sales and delivery terms apply to all tenders, orders and other contracts to the extent that these have not been waived by written agreement between the parties.
1. AREPA Danmark A/S’ Obligations
By agreement between the parties AREPA Danmark A/S undertakes to repair/renovate/decontaminate the equipment – referred to in the following as effects – for the client that are included in the parties’ agreement.
Repair and renovation work includes the following: analyses of the extent and cause of damage, dismantling where applicable, decontamination where applicable, separation, cleaning, drying, repairs where applicable, reassembly, treatment against consequential damage such as corrosion, etc., installation by agreement, testing, transport, and whatever else may otherwise be included in a repair in accordance with the agreement.
AREPA Danmark A/S shall be entitled to employ an external company to carry out parts of AREPA Danmark A/S’ tasks.
AREPA Danmark A/S does not modify, transform, or substantially rebuilt machinery to a degree where it may be considered as new machinery and subject to the conformity assessment, marking and labelling requirements of Directive 2006/42/EC (Machinery Directive).
Before delivery, AREPA Danmark A/S performs basic functional checks of existing safety components whenever reasonably possible. If during test and repairs, it is discovered that safety components are (or appear to be) missing or fail to function, functionality will be repaired or noted as a safety defect. Additional costs will be invoiced separately. AREPA Danmark A/S does not carry out a risk assessment as required in the Machinery Directive.
2. The Client’s Obligations
The client shall:
- Ensure that AREPA Danmark A/S has free access to the effects during ordinary working hours as well as any other times agreed in advance.
- Inform AREPA Danmark A/S as soon as possible of interrupted operations and damage, as well as circumstances that can cause such.
- Immediately inform the AREPA Danmark A/S representative of circumstances that could cause delays and other factors that could increase the cost of a repair.
- Provide the necessary auxiliary personnel (such as crane drivers, industrial electricians, operators, etc.) to help with tasks that lie within this personnel group’s normal areas of competence, free of charge.
- Provide specially required tools, equipment, lifting and transport devices, lighting, extension cords, heavy tools, etc., that are at the client’s premises free of charge.
- Supply AREPA Danmark A/S with the necessary documentation (e.g. drawings, descriptions and instructions, etc.), necessary to perform the agreed repair.
- Procure operating and maintenance journals or similar documentation.
All prices are exclusive of VAT and customs’ duties and are based on current wages, material prices, exchange rates, etc., subject to adjustments in connection with changes in one of the factors mentioned:
Renovation work will be invoiced with the inclusion of the following factors:
- Wages for working hours consumed in accordance with current hourly wages.
- Payment for waiting time or overtime due to circumstances caused by the client or weather conditions.
- Materials used in connection with repairing effects.
- Materials and liquids used in connection with renovation.
- Transport and forwarding costs.
- Documented costs for transport, travels and subsistence allowances.
- Administration costs connected with engaging a third party to carry out repair work.
- Other costs incurred in connection with renovation work.
According to AREPA’s current price list there is an additional price for overtime for hours worked outside working hours on Monday - Friday.
According to AREPA’s current price list there is also an additional price for weekends for hours worked from Saturday at 00:01 to Sunday at 24:00. The additional price also applies to work carried out on holidays.
Estimated prices for renovation work are provided on the basis of experience from previous projects and in accordance with our best assessment. Work is invoiced on the basis of actual costs.
4. Terms of Payment
Where nothing to the contrary has been agreed terms of payment are invoiced net 30 days.
AREPA Danmark A/S reserves the right to add interest to payments due. Default interest of 1.5% per month or fraction thereof will be added to payments made after the due date.
5. AREPA Danmark A/S’ Responsibility for Repair Work and Liability for Damages in General
AREPA Danmark A/S is solely responsible for damage to effects or injury to persons in accordance with the general law of damages under Danish law, and not liable for operating loss, loss of profit, or other indirect financial consequential loss.
AREPA Danmark A/S warrants that, unless otherwise specifically stated, effects will fulfill the following quality requirements after renovation:
- The effects have been cleaned. i.e. soot and other influences of a fire or the damage caused have been removed and that accelerated corrosion has been stopped.
- The effects have been renovated and cleaned in accordance with the tender and the warranty provided.
AREPA Danmark A/S is not liable for operating loss, loss of profit, or other indirect financial consequential loss.
Under the warranty, AREPA Danmark A/S shall at its discretion be free to choose to replace or repair the damaged component or to remedy incorrectly performed work.
Should it be deemed necessary in a given case, repairs and reconditioning can be carried out by a third party at the instance of AREPA Danmark A/S.
AREPA Danmark A/S’ warranty does not include cases in which defects are the result of incorrect operation, irregularities in power supplies or installations, accidents, or other circumstances over which AREPA Danmark A/S has no control.
AREPA Danmark A/S vouches for the quality of spare parts supplied on the same terms that AREPA Danmark A/S’ suppliers warrant these with regard to AREPA Danmark A/S, which does not normally include the costs of installation and dismantling. However, AREPA Danmark shall not vouch for suppliers’ delivery times or ability pay compensation in relation to their compliance with warranty obligations.
All transport not carried out in AREPA Danmark A/S’ own vehicles shall be at the expense and risk of the client.
Where damage covered by insurance is concerned, AREPA Danmark A/S may choose to issue a deed of assignment so that payment of the indemnity excluding VAT is transferred direct from the insurance company to AREPA Danmark A/S. However, in such a case the client must pay the appropriate VAT amount to AREPA Danmark A/S.
Disputes regarding liability and the amount of indemnity shall be settled by arbitration or by a court of law in accordance with item 9 of these terms.
Should shortcomings in repair work or components supplied require immediate measures due to the risk of damage, the client shall be entitled and obliged to carry out such measures as are required in order to prevent or limit damage unless AREPA Danmark A/S is able to carry these out. The client shall be entitled to compensation from AREPA Danmark A/S for the costs incurred in carrying out such measures in a reasonable manner.
All measures shall be carried out at the discretion of AREPA Danmark A/S by AREPA Danmark A/S or a third party at AREPA Danmark A/S’ instance.
The client shall raise a claim regarding circumstances covered by this provision as soon as reasonably possible.
6. Liability for Damage to Property Caused by Material Supplied (Product Liability)
AREPA Danmark A/S shall not be liable for damage caused by material supplied, including damage caused by spare parts supplied:
- to immovable property or movable property that occurs while the material is in the client’s possession,
- to products manufactured by the client or to products wherein these are incorporated, or for damage to immovable property or movable property caused by these products as a consequence of the material used.
Under no circumstances shall AREPA Danmark A/S be liable for operating loss, loss of earnings, or other financial consequential loss.
The client shall indemnify AREPA Danmark A/S to the extent that AREPA Danmark A/S is deemed liable to a third party for such damage or such loss that AREPA Danmark A/S is not liable for with regard to the client, in accordance with the provisions contained in this item.
The above-mentioned limitations of AREPA Danmark A/S’ liability shall not apply in cases of gross negligence.
Disputes regarding this provision shall be settled by arbitration or by a court of law in accordance with item 9 of these terms.
AREPA Danmark A/S will make every effort to carry out the agreed task as quickly as possible.
Should AREPA Danmark A/S, contrary to expectations, be unable to complete work by the agreed date the company shall inform the client of this without undue delay and also explain the cause of the delay and as far as possible indicate a date on which the work can be expected to be completed.
If a delay in completing work is due to circumstances that, with reference to item 8, constitute exemption from liability or are due to the client’s act or omission, the completion date shall be extended to an extent that shall be considered reasonable under the given circumstances.
The completion date shall be extended even though the cause of the delay occurs after the expiry of the originally agreed completion date.
Should AREPA Danmark A/S not complete the work by the agreed date and the delay is due to circumstances that AREPA Danmark A/S is liable for in accordance with item 7 of these terms, the client shall be entitled to an agreed penalty from the date on which the completion of work was agreed.
The agreed penalty shall comprise 2% for each whole week the delay lasts calculated on the basis of that part of the agreed contract amount that covers the part of the effects that cannot be used as intended as a consequence of the delay.
The agreed penalty shall not exceed 50% of the basis of this calculation.
Should the client be entitled to the maximum agreed penalty and the effects have still not been supplied, the client shall demand it supplied in writing to AREPA Danmark A/S and fix a final, reasonable deadline for this that shall not be less than one week.
The agreed penalty shall fall due for payment on the written demand of the client, but no earlier than the date the effects are supplied in full or possibly on the date the client revokes the agreement in accordance with the matter below.
The client shall forfeit the right to an agreed penalty if no written claim for this has been made within one month after the date that the work should have been completed.
Should AREPA Danmark A/S also be unable to complete the work within the fixed deadline and this is due to circumstances the client is liable for, the client shall be entitled to revoke the agreement in writing to AREPA Danmark A/S with regard to that part of the effects that cannot be used as intended.
Should the client revoke the agreement in this connection, the client shall additionally be entitled to claim compensation for the loss suffered due to AREPA Danmark A/S’ delay, should the loss exceed the maximum agreed penalty in accordance with the above. This compensation shall not exceed 100% of that part of the agreed purchase price that covers that part of the effects in connection with which the agreement can be revoked.
Apart from the agreed penalty and the revocation with limited liability in accordance with this item, claims of any other kind in connection with delays are excluded.
However, the client shall not be entitled to an agreed penalty in accordance with item 7 of these terms to the extent that the client, as a consequence of insurance covering operating loss or similar, receives full compensation for the delay.
AREPA Danmark A/S shall therefore, over and above what appears in this item, not be liable for delays, including operating loss, loss of profit, or other financial consequential loss of any kind.
8. Exemption from Liability (Force Majeure)
The following circumstances are grounds for exemption from liability when they occur after the agreement has been entered into – or if the circumstances had occurred before this date, but the consequences of these could not be foreseen – and the fulfillment of the agreement is hereby prevented or made unreasonably onerous:
Industrial disputes and all other circumstances that the parties have no control over such as fire, exchange control regulations, shortages of means of transport, and shortcomings in or delayed deliveries of spare parts due to any of the circumstances mentioned in this item.
A party shall forfeit the right to claim exemption from liability if he fails to inform the other party in writing without undue delay after having realized or after he should have realized that there were grounds for exemption from liability.
As soon as the grounds for an exemption from liability cease the other party must be informed of this and, if possible, be informed of a date when the measures delayed due to the exemption from liability can be carried out.
Should the grounds for exemption from liability not cease within a reasonable time limit, both of the parties shall be entitled to revoke the agreement with immediate effect by informing the other party of this in writing if it can be assumed that the repair cannot be carried out later without significant inconvenience to the party in question. Should the agreement be revoked in this connection AREPA Danmark A/S shall be entitled to remuneration for maintenance already carried out.
The client and AREPA Danmark A/S shall be obliged to settle any disputes in connection with this agreement and its interpretation through negotiation.
Should such negotiation not lead to a result, disputes in connection with this agreement and legal matters consequent on this, if the amount in dispute including the costs of litigation exceeds DKK 100,000, shall not be subject to the adjudication of a court of law, but shall be settled by arbitration and in accordance with Danish law.
These general sales and delivery terms above dated June 2023 replace the sales and delivery terms previously forwarded.