Terms & Conditions
SUNMARK's terms and conditions.
SUNMARK A/S
Jyllandsgade 30
DK-6400 Sønderborg
Tel.+45 6253 2610
Fax.+45 6253 2666
E-mail: info@sunmark.com
Cvr: 31160170
Bank information:
SWIFT: FIONDK22
IBAN: DK7507350124433606
Fionia Bank
Kongensgade 28
5960 Marstal
Terms and conditions
Application and definition:
1.1. Unless otherwise agreed in writing, these present terms and conditions shall apply in full to and form an integrated of agreements entered into between SUNMARK A/S (hereinafter SUNMARK) and the contracting partner (hereinafter the Orderer)
concerning work and delivery.
1.2. These terms and conditions shall apply to all kinds of repair, maintenance, installation and rebuilding work, to surveys and guarantee work and any deliveries and services associated herewith.
2. Commencement of work:
2.1. At the time of start-up, the Orderer shall undertake to inform SUNMARK of constructive matters that can be of relevance to the work, including prevention of injury to staff and loss or damage to environment, real property and chattels. The Orderer shall have the full responsibility and shall indemnify SUNMARK for any consequence of breach of this obligation.
3. Rules of order and security:
3.1. The overall responsibility for co-ordination of precautions of protection, security and order shall lie with the Orderer, and the Orderer shall provide information on all relevant protection and security regulations concerning the plant.
4. Scope and performance of work:
4.1. The work shall comprise only what has been expressly agreed. No order shall be binding upon SUNMARK, until SUNMARK has confirmed it without any reservations for prior sale. This shall also apply to modification and additional work.
4.2. Where agreement has been entered that the work is to observe laws and legislation stipulated by public authorities, the time of delivery and the price shall apply only to the requirements in force at the time of order confirmation. Where
such requirements are subsequently amended, The Orderer shall accept such reasonable amendments in time of delivery and price as required by SUNMARK in connection herewith.
4.3. The Orderer shall be liable to apply to and provide any approval from relevant public authorities concerning such constructions and work as may be covered by these requirements. The Orderer shall defray all expenses in respect hereof.
4.4. All work shall be executed in accordance with SUNMARKs usual standards and practice. Drawings, illustrations or photographs shall serve as illustrations only and shall not constitute binding details for the execution. Details on dimensions, weight and volume shall also be considered as approximate measurements.
4.5. SUNMARK may as its own option use subcontractors for the execution of the work which shall in every respect be considered as part of SUNMARKs services.
4.6. Where assumed materials cannot be obtained in due time, SUNMARK shall be entitled to request necessary amendments to the specification and such changes in time of delivery and price and other conditions agreed as may be necessary in consequence hereof.
4.7. Where during the execution of the work it turns out that the work has a wider scope or a different nature than what SUNMARK may reasonable has been able to assume at the time of agreement, SUNMARK shall be entitled to make such amendments concerning price, time of delivery and other conditions agreed, as may in SUNMARKs reasonable assessment be necessary as consequence hereof.
4.8. The Orderer shall ensure that supplies ordered by the Orderer for delivery in connection with the execution of the work meet current requirements and stipulations.
5. Prices
5.1. If no fixed price for the work has been agreed, payment for the work shall be paid on a cost-plus basis according to SUNMARKs usual practice.
5.2. Where a price has been agreed for a specific piece of work, any work not included in the specification shall be calculated in accordance with SUNMARKs usual practice for work on a costplus basis, where nothing else has been agreed.
Where changes agreed lead to a reduction in the specific work, the Orderer shall be credited for a proportionate part of the agreed price.
5.3. The Orderer shall compensate SUNMARK for any additional costs caused by any delay by the orderer, his staff or suppliers.
6. Delivery - transfer or risk
6.1. SUNMARK shall be responsible for any loss or damage to the work and to any equipment and materials purchased for this until delivery has taken place.
6.2. Individually agreed jobs that are not completed at the same time may be delivered successively.
6.3. When SUNMARK finds that the work has been completed according to contract, the Orderer shall be informed accordingly and SUNMARK may then request the fixing of a time for inspection of the work with the participation of both parties.
SUNMARK shall convene the meeting at a reasonable notice and the Orderer shall be obliged to participate in the meeting.
6.4. The Orderer shall be liable to accept the work and acknowledgement delivery at the handing-over meeting unless the Orderer can point to and specify substantial defects of the work. Any defects shall be entered in a record to be signed
by the parties, and handing-over shall then take place when the defects stated have been repaired.
7. Time of delivery and delay
7.1. If no further agreement has been made, the work shall be made during SUNMARKs normal working hours without over-time work and as quickly as possible with due consideration of other obligations which SUNMARK has assumed at the time of contracting.
7.2. Where a fixed time of delivery has been agreed, such time shall apply as from the date when,
a) the parties have agreed on the scope and execution of the work
b) the Orderer has made plant available at the place and in the condition agreed between the parties,
c) all other measures agreed between the parties, have been arranged by the Orderer, and
d) the Orderer has made any agreed prepayment or, in the event that security has been agreed, he has provided such security. An agreed date of delivery shall be proportionally postponed by the number of days passed until the mentioned conditions have been met.
7.3. If during the processing of the work the parties agree on modifications or additional work, or if the Orderer fails to observe his obligations, the time of delivery shall be prolonged, or the delivery date shall be postponed by a period corresponding
to the delay thus caused.
7.4. Agreed time of delivery or delivery date shall apply with the usual reservation for matters beyond SUNMARKs control, such as, but not limited to, war, warlike events, riot, civil commotion, legal or illegal strike, lock-out, sabotage, fire, acts of God, belated supplies of parts, materials, ancillary materials and services from subcontractors, transportation obstacles, failing energy supply, requirements by authorities, accidental loss or damage to plant and materials for this prior to delivery, shortage of labour with SUNMARK or its sub-contractors, and delay or delivery obstacles as a consequence of discarded materials, production
breakdown, interruption of operation, fire or other reasons That SUNMARK could not remedy by reasonable means. In such events SUNMARK can request extension of time of delivery or postponement of delivery date by the proportionate number of working days as the delay of the work as a consequence of the circumstances occurred.
7.5. In any event SUNMARK shall only be liable in damages in connection with delay of completion of work ordered with SUNMARK, whether agreement has been made for a fixed time of delivery or not, if the delay is material and if the Orderer
substantiates that this is due to error or negligence on the part of SUNMARK or its staff, and moreover SUNMARK shall under no circumstances be liable in damages for operating loss, lost time, loss of profit or any other indirect loss suffered by the Orderer as a consequence of delay, including delay due to remedy of defective work.
7.6. Waiting period, additional work, extra driving or other circumstances which falls in the remit of the Orderer, including lack of preparation of the workplace and e.g. storage of installation objects, will be charged additionally to the offer price/order confirmation.
8. Defects and remedy
8.1. SUNMARK shall undertake in accordance with the rules below to remedy any defective work which is caused by provable defects in materials or the execution of the work.
8.2. Such remedy shall include only defects found and reported in due time within six months of the completion and in this event only defects of work made by SUNMARK and materials supplied by SUNMARK. SUNMARK shall remedy defects of sub-contractors only to the extent that it can be substantiated that such defects were caused by natters under SUNMARKs control. However, SUNMARK shall transport its rights against a subcontractor in the event of defects in his work or suppliers to the Orderer.
8.3. Terms and conditions equal to those applying to the original work shall apply to remedy work. In case that at the time of completion of the remedy work the remaining period is less than three months of the remedy period of six months (cf. 8.2. above), this period shall be prolonged in so far as concerns the remedy work done so that it will cover a full three-month period for this work.
8.4. Remedy work shall not include payment of shipping costs of material or parts nor travel costs for persons participating in the remedy work,including SUNMARKs staff.
8.5. The remedy shall not include ordinary wear and tear and age, nor shall it include accidents, loss or damage, errors etc. caused by faulty handling or overload. The obligation to remedy shall also lapse if the Orderer neglects instructions by SUNMARK or sub-contractor with regard to operation, etc.
9. Scope of liability
9.1. I addition to what follows from clause 8 above, SUNMARK shall not be liable in damages for any loss or damage occurred at the Orderer’s place, regardless of whether such lost or damaged property belongs to the Orderer or to any third party, unless it can be substantiated that the loss or damage was caused by errors or negligence that may be ascribed to SUNMARK having acted negligently or intentionally.
9.2. In the event of any loss or damage caused by the work done, including materials and equipment supplied, or caused by the Orderer’s use hereof, and/or of the plant repaired (product damage), SUNMARK shall be liable in damages only in the event of personal injury, and only if it can be substantiated that such loss or damage was caused by errors or negligence on the part of SUNMARK or SUNMARKs staff. SUNMARK shall under no circumstances be liable in damages for product damage to real property or other tems that have been produced, repaired or processed. The Orderer shall undertake to indemnify SUNMARK
to the extent that SUNMARK may be subject to any product liability towards third party that goes beyond the limits agreed under these regulations, and the Orderer shall undertake to accept any legal proceedings before the same tribunal that deals with claims for damages against SUNMARK concerning any asserted product liability.
9.3. SUNMARK shall under no circumstances be liable for operating loss, time loss, loss of profit, or any other indirect loss consequential loss or damage), whether this refers to defects, product damage, or claim for damages on any different basis.
9.4. Any liability in damages that SUNMARK may incur shall be limited to and shall under no circumstances exceed USD 1,000,000.00 (one million USD) for each individual event of loss or damage. A series of losses that may be referred to the same event shall be considered in this connection to constitute one single event of loss.
9.5. In the event that under the stipulations of these present terms and conditions SUNMARK is either free from liability or liable only to pay limited damages, the Orderer shall waive his right to make any claim for damages towards the persons acting for SUNMARK, whether they be managers, officers, workers, or others, and the Orderer shall undertake to indemnify these persons, if such claims for damages should be made towards the persons concerned by any third party.
10. Complaints:
10.1. Any complaints of defects of the work shall in any event be made as soon as the defect has been found or, in applying general care or consideration, ought to have been found. Otherwise no claim shall be made concerning such defects.
10.2. The same obligation to immediate complaint shall apply if loss or damage occurs to plant or other items and the Orderer or other should wish to claim damages from SUNMARK.
10.3. Any complaints concerning invoices shall be made within 30 days from the date of invoice.
10.4. Where no complaint is made in connection with the completion of the work, SUNMARK shall be relieved of any liability, although any complaints of latent defects and concerning any latent loss or damage can be made within six months of delivery
in the event that the matter concerned could not or ought not be found earlier.
10.5. All complaints must be in writing and must be specified.
11. Insurance:
11.1. The Orderer shall hold the plant properly insured. SUNMARK has taken out solely a combined professional indemnity and product liability insurance, the cover of which may be documented on request.
12. Payment - interest:
12.1. Any payment shall be made net cash at the termination of the work or according to other written agreement/contract.
12.2. If payment is not made by the due date, the Orderer shall pay interest as from this date at the penal interest rate determined in the Danish interest rate regulations.
12.3. The Orderer shall not be entitled to refrain from paying any part of the invoice amount under the invocation of counterclaim.
13. Venue:
13.1. Any disagreement between the parties concerning matters in relation to the agreement to which these present terms and conditions apply shall be decided under Danish law at the SUNMARKs venue.
Disclaimer:
Although the information provided by SUNMARK has been prepared with the greatest care, errors cannot be entirely ruled out. We shall not be held liable for any loss or damage caused by using incorrect for incomplete information unless fault by way of intent or gross negligence can be proven on the part of SUNMARK, its legal representatives, employees or agents. The contents of all web sites linked by us have been examined. According to our knowledge, said sites do not possess any unlawful, morally dubious or defamatory content. As we do not constantly check new contents, we herewith expressly dissociate ourselves from all subsequently modified/added contents of the linked sites.
