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GENERAL TERMS AND CONDITIONS

General Terms for Ordered Work.

Generally

The terms are valid between CemeCon Scandinavia A/S (CC Scan) and a customer (requisitioner) for all tasks done by CC.
Opposite or different terms within the order or acceptance given by the requisitioner are not valid unless these terms have been accepted by CC Scan in writing.

1. Contents of the Task

The type of task, content, and economic terms are stated in a written agreement. Changes to the agreement shall be made in writing.
Schedule, price estimate etc. are given as a rough estimate unless something else has been agreed in writing. In case CC Scan can foresee considerably changes to price or schedule according to the agreement or that considerably obstacles to the task will occur the requisitioner is informed and consequently this is entitled to change or stop the work, cf. paragraph 5.1.
CC Scan is entitled to receive payment for the performed work independent whether the expected results of the requisitioner are achieved or not, unless this has been agreed between the parties in writing that CC Scan’s payment is depended on the fact that concrete and specified results are achieved.
CC Scan is entitled to let a third party do the job.

2. Professional Secrecy

CC Scan shows confidentiality with regard to comments on the task solutions and the agreed tasks. In case the requisitioner wish actual concealment e.g. know-how of the requisitioner which CC Scan has become familiar with during a task solution, a special written agreement must be made on this.

3. Rights regarding the Results of the Task

Know-how and other non-material rights which CC Scan develops or observes in connection with a task solution belongs to CC Scan unless something else is agreed in writing. By the requisitioner such rights can be used for his own use according to a written agreement between the parties or the clearly presumed extent.

4. Fee and Terms of Payment

Ordered tasks are usually done at fixed prices according to a quotation.
In case of exceed of the payment time CC Scan will charge an interest of 1½% per month commenced for the outstanding amount.

5. Change and Cancel Rights

If the requisitioner instruct the work to be stopped or postponed, cf. paragraph 1.2. the work which is already done must be paid according to the invoice, just like the requisitioner must refund CC Scan the costs regarding the cancelled or postponed work which CC Scan no matter the cancellation or postponement already has accepted to pay such as cost to a third party.
Changes to the description or the extent of the task can moreover only be done by a written acceptance from CC Scan.

6. Adjustment of Liability

According to Danish law’s general liability rules CC Scan is responsible to the requisitioner for mistakes and neglects when doing the task with the limitations which are stated in paragraph 6.2.-6.11. CC Scan is under no circumstances responsible for loss-making conditions and circumstances which is not a result of errors or mistakes of CC Scan.
If the work with a task is stopped or postponed cf. paragraph 5 then CC Scan is without any responsibility for defects and errors for the part of the work which already is done.

CC Scan is not responsible for damages which occur in connection with the use of advices or services of CC Scan if the use is outside the frames of the given task or the described purpose.
CC Scan is only responsible for delays in connection with making the task for the requisitioner as long as CC Scan separately in writing has accepted to finalize the task on a fixed date.
CC Scan is not responsible for work performed by a third party unless the third party is hired by CC Scan without proposing the third party to the requisitioner or this being approved by the requisitioner.
If one or more parties - besides CC Scan – is responsible for the requisitioner CC Scan is only liable for the part of the requisitioner loss which correspond to the part of the total responsibility which was caused by CC Scan.
If CC Scan has accepted - on behalf of the requisitioner - to supervise that the services of a third party to the requisitioner are contractual, CC Scan is only responsible for the loss the requisitioner may have due to the fact that CC Scan did not protest on time for the service not being contractual. In this way the responsibility of CC Scan is subsidiary compared to the responsibility which the requisitioner may claim against the third party and furthermore CC Scan is subject to the limitations in paragraph 6.
If CC Scan receives samples or materials from the requisitioner, CC Scan is responsible for losses or damages on the received goods if this has been agreed with the requisitioner in writing that the specified samples / materials should be returned. Furthermore in such cases the responsibility of CC Scan depends on the fact that it can be proven that CC Scan has shown gross negligence and the responsibility of CC Scan can never exceed the material value of the received sample or received material. If return of samples and materials has not been agreed, storage at CC Scan will take place until 6 months after finishing the task.
CC Scan can at the highest be held responsible for the direct loss of the requisitioner. This way CC Scan is not responsible for loss on operations, lost profits or other indirect profits. The total responsibility of CC Scan for damages to persons, things and assets can under no circumstances exceed DKK 1.000.000 per damage.
If CC Scan by a third party is held responsible for damages to persons, things, and assets, which is caused by the work of CC Scan, including product liability, the requisitioner is under obligation to indemnity CC Scan for every responsibility which are beyond what the requisitioner may set up against CC Scan according to the rules in this paragraph 6. CC Scan can demand that the requisitioner takes over the conduct of such a case on behalf of CC Scan.
CC Scan cannot be held responsible for damages which are not claimed within 5 years after CC Scan has delivered the service for which responsibility is based. Moreover, the responsibility of CC Scan depends on the fact that the requisitioner has become aware or should have become aware of a possible liability for damages of CC Scan. No matter the mentioned time-limit of 5 years CC Scan is without responsibility for damages owing to the knowledge and technique which was available at the time when the task was done and which was not possible to foresee.

7. Disputes