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. 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 Until such time, any Offer may be withdrawn by CLIIN Robotics by notice in writing.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.
1.4. 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.
1.5. The Goods and/or Services include only what has been specified in the Contract.
1.6. 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:
“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.
“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.
“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.
“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.
“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.
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
(iii) Internal parts of Supplies are modified by the Customer, the Customer’s customers or end-users after the delivery by CLIIN Robotics or if possible, seals of warranty were removed or altered by the Customer, the Customer’s customers or end-users; or
(iv) any defect or damage is attributable to Customer’s faulty design of the Supplies and/or any parts thereof or attributable to work which has been carried out in compliance with the requirements and specifications of the Customer;
(e) With respect to prototypes, pre-production parts or test samples as well as;
(f) In the case of any defect or damage which is attributable to supply parts, tools or test provided or made available by the Customer or manufactured or procured by CLIIN Robotics in accordance with the instructions of the Customer; the responsibility for the dimensional accuracy and the functionality of supply parts shall exclusively be borne by the Customer. Any defects recognized by CLIIN Robotics will be notified to the Customer.
3.4. Provided that a defect to internal parts of Robot or Control Box is solely caused by CLIIN Robotics, CLIIN Robotics shall provide warranty in its sole discretion and sole remedy by repairing or replacing the Supply or by crediting or refunding its price. CLIIN Robotics’ liability and warranty with respect to any defect arising from any component shall be limited to the compensation and warranty received by CLIIN Robotics from the respective component supplier. Customer’s rights of cancellation, rescission and termination shall be excluded.
3.5. In the event of an epidemic failure, the Parties shall cooperate in order to identify its cause, the number of Supplies affected and the required measures. Epidemic failure in this meaning are defects with an identical root cause and which occur in more than 5% (five percent) of the Supplies of the past 6 (six) months, provided that the delivered minimum quantity of defective Supplies affected by the same epidemic failure exceeds 300 (three hundred) pieces within the warranty period. The total aggregate liability of CLIIN Robotics for epidemic failures shall not exceed the following: In the case of an epidemic failure, defective Supplies shall, in CLIIN Robotics’ sole discretion, cost and expense, and sole remedy, be repaired, replaced, credited or refunded. In the case of an epidemic failure, the liability of CLIIN Robotics shall in all cases be limited to 3% (three percent) of the last 6 (six) months’ turnover realized by CLIIN Robotics for the respective Supply.
3.6. Delivery items complained about must be sent to CLIIN Robotics on request. As Supplies are replaced, replaced Supplies shall become the property of CLIIN Robotics unless CLIIN Robotics renounces the transfer of ownership.
4. Product Liability
4.1. Subject to the mandatory legal provisions and the ones expressly stated under Clause 3 above, all rights and claims of the Customer against CLIIN Robotics, its bodies, shareholders, employees, affiliates, agents or any persons with whom it performs its obligations, its subcontractors, suppliers and designees for whatever legal ground shall be excluded to the maximum extent permitted by applicable law, especially, but not limited to, claims based on loss of production, damage caused by delays, loss of use, loss of or damage to data or data storage media, costs for recovery of lost or damaged data, lost profit and other direct, indirect or consequential damage even if the possibility of such damage has been expressly pointed out to CLIIN Robotics.
4.2. Enforceable Customer claims shall be limited to 5% (five percent) of the Customer’s payments to CLIIN Robotics during the preceding 6 (six) months for the specific Supply under the respective individual contract. Parties are free to furnish proof of lower damage.
4.3. Subject to the warranty provisions as per clause 3.2 above, any possible Customer’s claim for damages shall become time-barred within 6 (six) months after arising. The same shall apply to Customer’s claims in connection with damage control (e.g., product recalls).
4.4. CLIIN Robotics shall in no circumstances be liable for any indirect or consequential loss or damage suffered by the Customer or any third party, including but not limited to loss of profit, loss of production, loss of goodwill, or loss of data.
5. Third-party claims
The Parties shall inform each other immediately if they become aware that claims have been raised against any or both of them, proceedings have been instituted or actions brought which relate to both Parties. The Parties undertake to reasonably support each other in defending against such claims, proceedings, or actions. In the case of direct claims of third parties against CLIIN Robotics, the Customer has to indemnify CLIIN Robotics to the extent that the claim exceeds the agreed maximum thresholds for warranty or liability.
6.Prices, modification, terms of payment
6.1. Prices are ex-works, excluding packaging and VAT in the respective legal amount owed. All costs not expressly included in the price (e.g., for customs, export, transit, import and other approvals and certifications) shall be at the expense of the Customer; on request of CLIIN Robotics, the Customer shall make available a freely clearable advance in the corresponding amount.
6.2. All prices are stated subject to the prerequisite that no general terms and conditions other than these “General Terms and Conditions” apply in the relationship between the Parties. If this is not the case, CLIIN Robotics shall be entitled to adjust the prices.
6.3. CLIIN Robotics shall be entitled to adjust the prices and conditions to changed circumstances, in particular if
(a) The Customer requests changes or additions subsequently;
(b) (i) The documents and information made available by the Customer are incomplete or (ii) do not correspond to the actual conditions;
(c) The underlying conditions for the pricing (in particular monetary parities or material prices) significantly change between the time of the offer and the agreed date of performance.
6.4. Unless otherwise agreed, invoices of CLIIN Robotics shall be due for payment immediately. Payments are to be made to the bank account named by CLIIN Robotics, without deduction of out-of-pocket expenses, taxes, charges, fees, customs and the like and any cash discount which has not been agreed upon. Payments shall only be deemed as effected when CLIIN Robotics can dispose of the amount without restrictions.
6.5. If the Customer has not done payment by the due date, the Customer shall be in default without warning and CLIIN Robotics shall be entitled, without prejudice to further claims, (a) from the time of maturity, to charge default interest amounting to 8 (eight) percentage points above the respective rate of discount of the Danish National Bank, but not more than the maximum amount permitted by law or (b) To rescind the contract and claim damages.
6.6. In the case of discontinuation of payments by or application for the opening of insolvency proceedings against the Customer, all claims of CLIIN Robotics vis-à-vis the Customer under the business relation, including claims for damages, shall become due for payment immediately. In addition, the Customer shall already now irrevocably waive any possible defense of limitation for such a case and CLIIN Robotics shall accept such waiver. Furthermore, CLIIN Robotics shall be entitled at its own discretion to terminate the business relationship completely or in parts without notice and to claim damages.
6.7. The Customer may claim offsetting, liens, and rights of retention only in respect of uncontested or legally ascertained counterclaims.
6.8. CLIIN Robotics shall be entitled to claim from the Customer compensation for all costs in connection with the tracking of any defects and malfunctions notified by the Customer if they cannot be found or reproduced by CLIIN Robotics.
7.
Period of delivery; default
7.1. Delivery of the Goods and/or Services shall be in accordance with the terms and the agreed-upon timetable specified in the Contract. If the terms of delivery are not stated in the Order, then delivery will be deemed completed once the Goods and/ or Services have arrived at the agreed delivery location / delivery will be made EXW (Incoterms 2020). If the timetable for delivery is not stated in the Order, CLIIN Robotics shall deliver the Goods and/or Services on a best effort basis without a guaranteed delivery time.
7.2. Any agreed timetable for the delivery of Goods and/or Services as set out in the Order shall be approximate only and the time for the delivery of the Goods and/or Services is not of the essence.
7.3. CLIIN Robotics will not be liable for delay in the delivery of Goods and/or Services to the Customer if the delay is caused by:
(a) A fault of the Customer or the Customer’s Agent, subcontractor, shipyard, Vessel Owner or other third party not under the control of CLIIN Robotics;
(b) The Customer’s failure to comply with the payment obligations;
(c) The Customer’s failure to provide adequate delivery instructions, consents or authorizations for the Goods and/or Services or relevant instruction related to the Goods and/or Services in a timely manner;
(d) The Customer’s failure to accept or take delivery of the Goods and/or Services within five (5) business days of the agreed delivery time;
(e) A Force Majeure Event, as further described in Clause 11;
7.4 In case of delay due to any of the situations mentioned in Clause 7.3, CLIIN Robotics is entitled to a corresponding postponement of the delivery time. Where circumstances occur which, in CLIIN Robotics’ opinion will cause a delay in delivery, CLIIN Robotics shall, as soon as practically possible, notify the Customer of the cause of delay and the probable duration of such delay.
7.5 The Customer shall be liable towards CLIIN Robotics for any loss and/or additional costs and expenses which are incurred by CLIIN Robotics due to delays listed in Clause 7.3, including loss of profit.
7.6 If the Customer refuses to accept delivery of the Goods and/or Services Clause 7.3 (d), then the delivery of the Goods will be deemed to have been completed on the [** e.g., fifth (5) business day following the agreed delivery time] and CLIIN Robotics will in its own discretion, be entitled to:
(a) Store the Goods until the Customer accepts delivery of the Goods in which case the Customer will be liable for all related costs and expenses, including insurance, for the storage of the Goods at the Customer’s risk;
(b) Resell or otherwise dispose of part or all of the Goods.
8. Passing of the risk
8.1. The risk shall pass to the Customer when the Supply is set aside and made available. On request of the Customer, CLIIN Robotics shall arrange for the transport. The transport (including loading) shall take place at the risk and expense of the Customer. Type, route, and carrier may be chosen by CLIIN Robotics at its own discretion unless the Customer expresses special requests in good time. Complaints in connection with the transport must be addressed by the Customer to the most recent freight carrier immediately upon receipt of the Supply. CLIIN Robotics shall insure the Supplies against the usual transport risks on request and at the expense of the Customer in accordance with the Customer's instructions.
8.2. If due to a separate differing agreement the risk passes in a manner other than the one described in Clause 7 above and if the passing of the risk is delayed for reasons not exclusively the fault of CLIIN Robotics or if the Customer is in default of acceptance, the risk shall pass to the Customer in accordance with Clause 7.1 above. Starting with the occurrence of the delay, the Supply shall be stored for account and at the risk of the Customer. CLIIN Robotics shall be entitled, but not obliged, to insure the Supply stored at the expense of the Customer. The Customer shall only have a claim to the Supply when the Customer has reimbursed all expenditures, costs and fees in connection with its storage and possible insurances to CLIIN Robotics and has paid reasonable compensation for the associated expenses.
8.3. If events within the meaning of Clause 7.3 above significantly change the economic meaning or the content of a delivery or negatively affect the operations of CLIIN Robotics, CLIIN Robotics shall be entitled to withdraw from the contract and to claim damages.
9. Inspection
The Customer must inspect Supplies within a reasonable period commencing on receipt and to notify possible defects, if any, to CLIIN Robotics immediately in writing. If the Customer fails to do so, the Supply shall be deemed to be approved as being free from defects, subject to the proviso of possible hidden defects.
10. Industrial property right and copyrights, defects in title
10.1. All intellectual property rights (“property rights”) of CLIIN Robotics and/or third parties shall remain reserved. On request, documents including all copies on whatever medium must be returned to CLIIN Robotics immediately.
10.2. Deliveries carried out by CLIIN Robotics in compliance with information, sketches, drawings, samples, matrices or other documents of the Customer shall be carried out at the sole risk of the Customer with regard to possible property rights (such as for example patent, design, trademark, semiconductor topography rights and copyrights). If property rights of third parties are infringed because of the execution of such Supplies, CLIIN Robotics shall not be liable for the infringement and the resulting claims of third parties and shall be authorized to discontinue the execution of the Supply without further ado. The Customer shall bear any damage resulting from the infringement of property rights of third parties and shall indemnify CLIIN Robotics completely and on first request.
11. Force majeure
CLIIN Robotics will not be in default or otherwise liable for any delay in or failure of its performance under the Agreement where such delay or failure is due to any unforeseeable cause affecting the performance of CLIIN Robotics’ obligations under the Contract arising from any Force Majeure Event. If and to the extent any Force Majeure Event has prevented or is reasonably expected to substantially prevent the delivery of the Goods and/or Services for a period of more than [thirty (30) days], CLIIN Robotics may terminate the Contract fully or partly with no further notice and without incurring any liability.
12. Safety and Compliance with legal provisions
12.1. The Customer undertakes to comply with the wording and intention of all legal provisions and regulations in all countries where its company operates. In addition, CLIIN Robotics expects upright and socially responsible business conduct on the part of the Customer.
12.2. The Customer shall be responsible for ensuring the health and safety of CLIIN Robotics’ personnel whilst on the Site. The Customer shall take appropriate measures to protect CLIIN Robotics’ personnel from risks associated with lone working, working in confined spaces and with substances hazardous to health.
12.3. When CLIIN Robotics is to carry out the Services on the Site, unless otherwise agreed by the Parties, the Customer shall make available and bear the costs of an adequate number of fitters, local transport, lifting gear, towing, dockage, supply of electricity and similar supplies.
12.4. The Customer’s personnel shall comply with all local applicable laws, regulations, and requirements.
13. Changes and additions
Changes of these “General Terms and Conditions” including this Clause 12 and all side agreements must be made in writing.
14. Severability clause
If individual provisions of these “General Terms and Conditions” finally prove to be legally void or unenforceable for legal reasons, the validity of the rest of these “General Terms and Conditions” shall not be affected. In such a case the Parties shall reach an agreement which replaces the provision in question by such effective provision which in economic terms is equivalent to the original provision as far as possible and they shall submit to such provision.
15. INCOTERMS
Unless otherwise expressly agreed by the Parties, all commercial terms in connection with the agreements between the Parties shall be interpreted in accordance with the International Commercial Terms defined by the International Chamber of Commerce (ICC), Paris in the version applicable upon conclusion of the contract.
16. Applicable laws
16.1. These General Conditions and any Contract entered between the Parties shall be governed by and construed in accordance with Danish law, excluding the Convention on Contracts for the International Sale of Goods (CISG) and its provisions on conflicts of law.
16.2. Any dispute arising out of or in connection with these General Conditions and/ or any Contract entered between the Parties, including any disputes regarding the existence, breach, termination or validity thereof, shall be finally settled by arbitration under the rules of arbitration procedure adopted by the Nordic Offshore and Maritime Arbitration Association (Nordic Arbitration) and in force at the time when such arbitration proceedings are commenced. Nordic Arbitration’s Best Practice Guidelines shall be taken into account. The arbitration tribunal shall consist of three arbitrators. The place of arbitration shall be Copenhagen, Denmark, and the language of the arbitration shall be English.
17. Place of jurisdiction
For the resolution of all disputes under or relating to this contract, the Parties shall submit to the jurisdiction of the courts having jurisdiction for Copenhagen/Denmark.