e-l-m Pricebook 2018-01

8. Returned goods
8.1 ELM shall only accept returned Products in unused and undamaged condition, after ELM has given prior written consent, and
only if freight and handling fees are paid.
9. Defects
9.1 Immediately after delivery, the Customer shall check that the Products are in accordance with the Contract. Visible defects must
be reported immediately, and not later than two days after the delivery of the Product.
9.2 The Customer may only make claims for concealed defects in the Product if ELM is notified of them immediately in writing, and
not later than eight days after the Customer has or ought to have discovered the defect in question.
9.3 If the Customer has allowed a third party to remedy a defect in the Product, or has remedied the defect himself, without the
prior consent of ELM, then the Customer may not claim cover for the resulting expenses from ELM, and ELM shall not be held liable
for the defect in question.
9.4 In no case shall ELM be held liable for defects which appear 12 months after the delivery of the Product, or if earlier, after the
time when Products have been in use for 1200 running hours.
9.5 ELM shall not be liable for defects due to the Customer’s situation, including installation, violence, overloading, unskilled or
incorrect handling, inadequate maintenance, or errors in the information ELM has received from the Customer.
10. Injury caused by a defective product
10.1 The Customer shall accept the obligation to appear as co-defendant if action is taken through the court or an arbitration
tribunal against ELM, claiming compensation for damage or loss which is claimed to have been caused by a Product while it was in
the Customer’s possession.
10.2 ELM alone shall be liable for damage to the Customer’s property before the Product is handed over, if it can be proved that
the damage in connection with the workmanship of the Product is due to negligence on the part of ELM or of a person for whom
ELM is responsible.
11. Liability
11.1 ELM shall not under any circumstances be liable for the Customer’s operational loss, loss of earnings or other consequential
financial loss and/or indirect loss in connection with ELM’s delivery of the Product or otherwise with reference to the Contract.
11.2 ELM’s liability to the Customer with reference to the Contract (including legal costs, the cost of remedying the defect etc.) shall
as a maximum amount to 15% of the purchase price with reference to the Contract, except in cases where ELM has acted grossly
negligently or deliberately.
12. Force Majeure
12.1 ELM shall not be liable for failure to perform the Contract to the extent that performance of the Contract is delayed, affected
or hindered by an event beyond ELM’s control, and which could not reasonably have been foreseen (“force majeure”), including,
but not limited to war, lock-out, strike, mobilisation, requisition, currency restrictions or similar events. If the force majeure
situation lasts for more than 120 days, the Customer shall be entitled to withdraw from the Contract, but without entitlement to
claim compensation from ELM for that reason. ELM shall immediately inform the Customer of the occurrence of any force majeure
situation, and its expected duration.
13. Assignment and sub-contractors
13.1 ELM shall be entitled to make use of sub-contractors in connection with delivering the Product, and shall be entitled at any time to
assign its rights and obligations with reference to Contracts wholly or partially to third parties without seeking the Customer’s consent.
13.2 The Customer shall not be entitled to assign its rights under Contracts wholly or partially to third parties without the prior
written consent of ELM. This shall apply equally to any change of control or ownership of the Customer, including those resulting
from mergers, demergers or other restructuring under company law.
14. Partial invalidity
14.1 If one or more of the stipulations in these terms of sale and delivery should be declared invalid or unenforceable, the remaining
stipulations of these terms of sale and delivery shall not be affected.
15. Disputes and governing law
15.1 If in connection with – or derived from – Contracts, e.g. with regard to entering into contracts or their construction or performance,
any disputes arise, they shall be settled subject to Danish law, apart from the rules of private international law on the choice of
governing law and venue; and disputes shall be settled finally, with binding effect, in the ordinary Danish courts. The City Court in
Aarhus shall be the lawful venue.
E.L.M., Kragelund A/S
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