NAVTEAM A/S and NAVTEAM Asia Sdn. Bhd.

General Term and Conditions

All orders are accepted under these General Terms and Conditions only. Any other terms and conditions inconsistent with these general terms and conditions which a customer might seek to impose shall apply only to the extent that they have been expressly accepted in writing by NAVTEAM A/S for the specific order or contract.

 

1. Quotations, confirmation of orders

Quotations given by NAVTEAM A/S automatically expire without notice 14 days after the date of the quotation unless otherwise stated in the quotation. All quotations are subject to prior sale. NAVTEAM A/S may at its sole discretion and for any reason accept or reject orders without any liability whatsoever. Quotations and orders shall only be binding on NAVTEAM A/S when the customer has received the written confirmation from NAVTEAM A/S and returned it to NAVTEAM A/S with customer's signature and only on the conditions stated herein. Verbal quotations submitted without a subsequent written confirmation shall not bind NAVTEAM A/S.

No cancellation of orders by the customer is valid except where expressly accepted by NAVTEAM A/S in writing.

NAVTEAM A/S's detailed quotations for time and materials should be seen as a complete proposal which may be subject to revision if the customer decides not to accept the quotation in its entirety or only certain parts of the quotation.

 

2. Ownership Reservation / Liens

NAVTEAM A/S holds title to any delivery and/or is entitled to exercise lien in any goods belonging to the customer until the full purchase price or cost of services, with addition of any possible interest and costs incurred by NAVTEAM A/S, or any other claim NAVTEAM A/S may have against the customer, has been paid in full. If NAVTEAM A/S chooses to release products prior to full settlement of any claims NAVTEAM A/S has against the customer, the customer shall at NAVTEAM A/S's request assign title to and ownership of the goods to NAVTEAM A/S and enter into an agreement whereby the customer agrees to settle his account in full plus a handling fee of 10% of amount due.

 

3. Prices

NAVTEAM A/S reserves the right to adjust its prices commensurate with the rise or fall in NAVTEAM A/S's purchase prices, taxes, duties, transport charges, wages and currency fluctuations occurring from the time of quotation until the time of delivery of the products. Except in the case of written agreement to the contrary, NAVTEAM A/S's prices are quoted exclusive of VAT, customs duties or any other taxes or levies imposed on the products or services. Prices are quoted ex works the relevant NAVTEAM A/S facility, in accordance with the INCOTERMS 2010. Freight and insurance costs shall be borne by the customer.

If a price quoted by NAVTEAM A/S is indicated as "estimated", the price has been estimated according to NAVTEAM A/S's best efforts and shall not be binding for NAVTEAM A/S. NAVTEAM A/S shall inform the customer without undue delay, if NAVTEAM A/S ascertains that the estimate will be exceeded by more than 25 %. Please note that NAVTEAM A/S prices are indicated in Euro, Danish Kroner, US Dollars, Malaysian Renggit or Japanese Yen, so please check currency carefully on each item.

4. Payment

NAVTEAM A/S terms of  payment are stated in each quotation and payment shall be made no later than on the due date. If no payment date is specified, payment shall be made no later than upon receipt of the goods or services.

If the customer fails to pay the invoiced price at due date and such delay is not caused by NAVTEAM, NAVTEAM shall be entitled to charge interest on the overdue amount from the date of payment at a rate of 1,5% per month, or part of a month, and until payment is made in full.

The customer is not entitled to set-off any claim resulting from other legal matters against payment for the products, and the customer may not exercise a lien or refuse payment due to delay, complaint or counterclaim regarding any specific order.

Title to goods shall not pass to the customer until the amount due as invoiced has been paid in full. A bill of exchange or an instrument of debt shall not be considered payment until such instrument has been honored in full.

NAVTEAM A/S reserves the right to adjust the interest rate in accordance with the official interest rate from the Danish National Bank.

5. Delivery

All deliveries by NAVTEAM A/S are Ex Works our facilities in Svendborg, Denmark, Gdansk, Poland or Tanjung Pelepas, Malaysia, whatever is agreed, and INCOTERMS 2010 shall apply.

Customer-owned items which are sent to NAVTEAM A/S for repair or other services shall be transported and delivered to NAVTEAM A/S facilities in Svendborg, Denmark, or as otherwise agreed with the customer, at the customer's expense and risk.

At the customer's request, NAVTEAM A/S can arrange for transportation and relevant insurance to any destination worldwide. Transportation and insurance costs will be invoiced separately.

Any time of delivery communicated by NAVTEAM A/S is NAVTEAM A/S's best estimate and shall not be binding upon NAVTEAM A/S, unless the order or agreement specifically stipulates a fixed time of delivery.

NAVTEAM A/S shall be entitled to delay or cancel agreed deliveries in the event that the customer is overdue with payments in relation to any contract with NAVTEAM A/S, goes bankrupt, enters into liquidation or through other acts or omissions gives rise to justified cause for concern over his financial situation and ability to pay for deliveries.

If the customer has not informed NAVTEAM A/S of any specific means of transportation, NAVTEAM A/S may at its sole discretion and at the expense and risk of the customer, choose the means of transportation. Transportation costs will be charged to the customer.

NAVTEAM A/S shall not be liable for consequential losses, loss of production, loss of profits or other indirect losses due to late delivery or non-delivery. If delivery cannot be carried out due to circumstances for which the customer is responsible, the goods shall be stored by NAVTEAM A/S at the customers' sole risk and expense.

In addition to documented costs, NAVTEAM A/S shall be entitled to charge a handling fee of USD 250.00 per commenced month per object that the delivery is delayed.

6. Return of Parts and Equipment

Return of already delivered parts and equipment is in principle not possible and can only be made with the prior written consent of NAVTEAM A/S and restocking fee of 20% of purchase price, minimum Euro 150,-, will apply.

In the event that NAVTEAM A/S accepts the return of already delivered parts or equipment, the customer shall hold NAVTEAM A/S harmless against all costs associated with the return of the parts or equipment, shipping cost, inspection costs, and any costs associated with bringing the parts / equipment back to the condition in which they were originally delivered to the customer.

7. Insurance

The customer shall maintain in full force and effect, at own cost and expense, insurances in an generally acknowledged insurance company for all parts and goods handed over to NAVTEAM A/S, as NAVTEAM A/S does not accept liability for the fortuitous loss or destruction of customer parts kept at NAVTEAM A/S's premises.

8. Warranty / Defects

All products delivered by NAVTEAM A/S come with a manufacturer warranty. Claims can only be raised against NAVTEAM A/S in the extent that NAVTEAM A/S can raise said claims against the product manufacturer. Whether or not warranty will apply is in each case the sole decision of the manufacturer.

NAVTEAM A/S warrants that all products leave NAVTEAM A/S in good operating condition

Any warranty claim shall be made without any delay in writing by the customer and shall - together with the defective product - be received by the NAVTEAM A/S before expiration of the warranty period in order for the warranty to apply. The Warranty claim shall include such details on the alleged defect and the product as are necessary for NAVTEAM A/S to assess the basis and validity of the claim and such other information as NAVTEAM A/S may from time to time reasonably request.

Any costs related to shipment from the customer to NAVTEAM A/S of the defective product shall be borne by the customer. If repair is not covered by the warranty, the customer shall pay return shipment costs as well as repair costs (time and material used) as reasonably set by NAVTEAM A/S.

Repair or replacement of a defective product shall not extend the warranty period as applying to the defective product.

The warranty as stated above shall be the only warranty granted by NAVTEAM A/S to the customer.

NAVTEAM A/S does not accept that the customer himself supplies spare parts for repairs.

The customer shall have no other right against NAVTEAM A/S related to defective products than as stated above.

Without prejudice to the limitation of warranty as aforementioned, the NAVTEAM A/S warranty does not apply to any product on which the serial no. label is missing or unreadable or any defect which was directly or indirectly caused by:

• customer's or any third party's attempt to repair the product;
• Improper installation;
• Use outside the specification limits;
• Improper use, handling or care or accidents;
• Damages caused by lightning, overload or short circuit
• Liquids or trace of liquids or condensation inside the product.

NAVTEAM A/S shall have the right to discontinue the supply of any product at any time.

 

9. Product Liability

NAVTEAM A/S shall be liable only for defects in products pursuant to the mandatory provisions of the Danish Product Liability Act (Produkt-ansvarsloven). In no event shall NAVTEAM A/S be liable for any other damage or injury caused by a defective product on any other basis.

The customer shall, without undue delay, notify NAVTEAM A/S in writing of any damage or injury caused by a defective product, of any such claim advanced by third party, of any such damage or injury, or of any risk that such damage or injury may occur.

To the extent that NAVTEAM A/S incurs liability towards any third party, the customer shall indemnify NAVTEAM A/S to the

same extent as the extent to which NAVTEAM A/S's liability is limited pursuant to this clause.

10. Force Majeure

NAVTEAM A/S shall not be liable towards the customer or end-user for damage caused by the following circumstances occurring after the signing of the agreement and preventing or delaying the performance of the order or agreement: war and mobilization, warlike conditions, insurrection and civil disturbances, revolts and riots, acts of terror, natural disasters, strikes and lockouts, shortage of goods and defects or delays in deliveries by sub-suppliers, fire, shortage of transport, currency restrictions, ban on imports or exports, death, diseases or the resignation of key persons, decisions or acts of any authority - national, municipal, port, airport or transport authorities - accidents during repair work, during testing or in transit or other circumstances beyond the direct control of NAVTEAM A/S.

In this case, NAVTEAM A/S shall be entitled to postpone delivery, until such circumstance has ceased or, alternatively, terminate the agreement with immediate effect in whole or in part without being liable for damages.

11. Applicable Law and Venue, Mediation and Arbitration

Any dispute between NAVTEAM A/S and the customer shall be settled by the Maritime and Commercial Court of Copenhagen, according to Danish law.

Any dispute arising out of or in connection with an agreement or order, including any disputes regarding the existence, validity or termination thereof, shall, unless settled amicably, be settled by mediation arranged by Danish Arbitration in accordance with the rules on mediation adopted by Danish Arbitration and in force at the time when such proceedings are commenced.

Notwithstanding the above provisions, NAVTEAM A/S may always choose to take legal action against the customer at an arbitration court of NAVTEAM A/S's choice.

12. General Data Protection Regulations

NAVTEAM A/S protect all data received andcomply fully with the general Data Protection regulations. Any questions regarding GDPR may be adressed to NAVTEAM A/S on phone no +45 6321 8080 or email .

 

13. Changes

These General Terms of Business may at NAVTEAM A/S's sole discretion be amended from time to time with effect for all agreements or orders accepted after the date of publication of the amended General Terms and Conditions.