GENERAL TERMS AND CONDITIONS For business-to-business transactions
1.
General Provisions
1.1.
The legal relations between CLIIN Robotics ApS (hereinafter referred to as “CLIIN Robotics”) and the Customer in connection with supplies and/or services of CLIIN Robotics (hereinafter referred to as “Supply” or “Supplies”) shall exclusively be governed by these “General Terms and Conditions”. Customer’s general terms and conditions only shall apply to the extent that CLIIN Robotics expressly consents to them in writing.
1.2.
Any information contained in advertising brochures and/or advertising catalogues as well as illustrations are nonbinding. Data contained in technical documents shall only be binding to the extent that these documents are attached to the order confirmation as an annex and in addition are explicitly stated to be of guaranteed quality. Such guarantee shall be valid only until the end of the warranty period.
1.3.
1.4.
1.5.
1.6.
www.cliin.dk
“Intellectual Property Rights”: Means copyrights and related rights, patents, utility models, trademarks, service marks, trade names, topography rights, design rights and rights in databases, domain names, rights in know-how, trade secrets and all applications or pending applications in each case whether or not registerable in any country and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world. “Offer”: Means any tender, quotation or offer for the supply of Goods and/or Services made by CLIIN Robotics to the Customer. “Order”: Means any purchase order or other binding request relating to Goods and/or Services placed by the Customer for the supply of Goods and/or Services. “Party” or “Parties”: Means either or each of the Customer and CLIIN Robotics.
An Offer shall, when duly accepted by the Customer, constitute a Contract. No Offer shall be binding to CLIIN Robotics until accepted in writing by the Customer. Until such time, any Offer may be withdrawn by CLIIN Robotics by notice in writing. Any Offer made by CLIIN Robotics will only be valid for thirty (30) days from the date of issue unless otherwise provided in such Offer. A reply by the Customer which does not correspond exactly with the terms of the Offer due to additions, restrictions, or reservations, does not constitute an acceptance of the Offer but shall be treated as an Order. When accepted in writing by CLIIN Robotics, an Order shall together with an acceptance from CLIIN Robotics constitute a Contract.
“Price”: Means the purchase price of the Goods and/or Services under the Contract. “Services”: Means any type of services or works (other than the supply of Goods) performed by CLIIN Robotics under a Contract, including installation, alteration, modification, repair, maintenance, and inspection. “Site”: Means the Vessel(s), shipyard or any other place which constitute the place of delivery, testing and/or commissioning of the Services and/or Goods, as applicable.
In the event of a conflict between the Contract and these General Conditions, the Contract shall prevail. In the event of a conflict between the Contract and the Specifications or drawings, illustrations, and photos, the Contract shall prevail. In the event of a conflict between the Specifications or drawings, illustrations, and photos, the Specifications shall prevail.
“Specifications”: Means the technical specifications for the Goods and/or Services set in the Contract or as otherwise agreed by CLIIN Robotics in writing in a Contract, if any.
The Goods and/or Services include only what has been specified in the Contract. The contract shall be deemed concluded upon acceptance of an order by CLIIN Robotics, which must be declared by mail or electronically and which shall also be valid without signature. The scope of any Supply owed by CLIIN Robotics shall result exclusively from the order confirmation and its annexes.
1.7.
CLIIN Robotics shall be entitled to transfer rights and duties under the contract to third parties.
2.
Definitions
2.1.
In these General Terms and Conditions, the following definitions will apply:
“Vessel” and “Vessels”: Means the vessel or those vessels to which the Goods and/or Services may or may not relate under the Contract.
3.
Warranty / undertakings
3.1.
CLIIN Robotics shall warrant exclusively that Supplies are new and unused or refurbished to a visibly and functionally new state at the time of passing of the risk, correspond to CLIIN Robotics’ standards and to agreed technical specifications, if any, and that during the warranty period the Supplies are free from defects which are due to defective components or defective and/or inferior processing by CLIIN Robotics.
3.2.
The period of the standard warranty is 6 (six) months from passing of the risk. Repair or replacement shall not prolong the original warranty period. The warranty covers malfunction to internal parts in the CLIIN Robot and Control Box (remote control) provided that all use, maintenance, and service of the equipment have been performed according to the included manuals. The standard warranty covers consumed internal parts and related man-hours in CLIIN workshop.
“Agent”: Means one that acts or has the power or authority to act on behalf of the Customer. “Contract”: Means any written contract for the supply of Services and/or Goods between CLIIN Robotics and the Customer, including Offers, Orders with the corresponding acceptance, (as applicable). “Customer”: Means the customer/buyer of the Goods and/or Services as set out in the Contract. “Force Majeure”: Means acts, events or omissions beyond a Party’s reasonable control, including regulations by any government authority, embargoes, war, warlike actions, civil commotions, riots, uprising, revolutions, epidemics and fires. “Goods”: Means all products, materials, equipment and parts thereof, including spare parts, accessories delivered by CLIIN Robotics to the Customer under a Contract. “Information”: Means data, messages, advice and/or information (including electronic data) in any form. “Software”: Means any software provided by CLIIN Robotics or included with the Goods.
Warranty can be extended, or service agreement can be added as described in CLIIN Robotics’ Service Overview. 3.3.
CLIIN Robotics shall make no representations of warranties or remedies whatsoever. (a) For software supplied by CLIIN Robotics; (b) For Supplies which are delivered by CLIIN Robotics but manufactured by third parties; (c) For defects not solely caused by CLIIN Robotics; (d) If (i) deviations from the agreed specifications of the Supplies are unsubstantial or if a defect impairs the usability of the respective Supply only insignificantly; or (ii) defects are due to natural wear and tear, unforeseeable events or damage occurring after the passing of the risk, faulty or negligent treatment, unusual physical strain or electronic load, excessive use, misuse, incorrect use, neglect, use with unsuitable accessories, improper installation or packaging, installation not carried out by CLIIN Robotics, inappropriate building ground or particular external influences which are not explicitly stated in the contract as having an impact on Supplies or if they are due to repairs or alterations being carried out by any party other than CLIIN Robotics; or
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