These Terms and Conditions ("TC") apply to the performance of work concerning the leak control or detection of leaks on roofs (leak detection) ("work") which SLD - Scandinavian Leak Detection ("SLD") performs on behalf of the customer ("customer"). Insofar as the provisions in these TC conflict with the individual contractual document to which these TC are attached, the individual contractual document shall apply.
The work shall be carried out within the times agreed in writing ("delivery time"). SLD shall inform the customer without delay if it can be assumed that the delivery time cannot be met. Insofar as delay occurs, the parties shall agree on a new delivery time within a reasonable period of time. The customer shall only be entitled to terminate the contract if the delay entails a significatn disadvantage for the customer and the delay is not the result of force majeure or an act or omission on the part of the customer. In the event of a delay in delivery, the customer shall only be entitled to compensation if the parties have agreed this in writing and specifically. SLD has the right to withhold performance if SLD has sufficient reason to doubt the solvency of the customer. SLD shall, however, be obliged to perform its services if the customer makes an advance payment upon request or provides security which SLD deems appropriate.
Unless otherwise agreed in writing, the customer shall make payments no later than 30 days after the date of the invoice. In the event of delayed payment, interest on arrears in the amount of 10% p.a. are to paid and SLD shall further have the right to refuse performance until payment has been completed in full. If the delay in payment lasts longer than three months, SLD has the right to terminate the contract and claim damages. The customer has no right of set-off against SLD's claim for remuneration.
Our terms and conditions of delivery and payment, with which our customer declares his agreement when placing the order, shall apply exclusively and also for future transactions, even if no express reference is made to them, but they have been received by the customer with an order confirmed by us. If the order is placed in deviation from our terms of delivery and payment, only our terms of delivery and payment shall apply even if we do not object. Deviations shall therefore only apply if they have been expressly recognised by us in writing. We are entitled to assign the claims arising from our business relations. The contractual relationship shall be governed exclusively by Swedish law, in particular the Swedish Civil Code and the Swedish Commercial Code. The place of jurisdiction shall be, at our discretion, the registered office of the company or Stockholms Tingsrätt. If the buyer is in default with any payment obligations towards us, all existing claims shall become due immediately. Withdrawal from the contract is not required in order to assert the rights arising from retention of title, unless the debtor is a consumer. All payments shall be made with debt-discharging effect exclusively to Ikano Bank AB, Box 1038, 172 21 Sundbyberg to which we have assigned our present and future claims arising from our business relationship. We have also transferred our reserved property to Ikano Bank AB. Offsetting by the buyer with counterclaims is excluded unless the counterclaims are undisputed or legally established. The assertion of a right of retention by the buyer is excluded unless it is based on the same contractual relationship or the counterclaims are undisputed or legally established.
After execution of the service, SLD shall prepare an inspection report with the measurement results. The protocol shall be handed over to the customer as soon as possible for SLD. All technical documentation handed over to the customer in connection with the work or as a result thereof, before or after the work has been carried out, is and remains the property of SLD. Such documentation may not be used, copied or made accessible to third parties for purposes other than those intended at the time of handover to the customer without the consent of SLD.
The client has the right to cancel the work no later than five (5) working days before the start of its execution. In the event of cancellation at a later date, SLD will charge a cancellation fee amounting to 50% of the original remuneration.
To enable the work to be carried out, the customer undertakes to grant SLD full and unhindered access to the current roof lots. The customer further undertakes to ensure that the roof areas are free from: Objects, foliage, branches, equipment and other objects that may obstruct the execution of the work.
Prior to the delivery time, SLD will send the customer a checklist with preparatory measures to be carried out and tools and aids to be provided by the customer (such as a water connection up to the top of the roof). The checklist must be completed and returned at least two days before the delivery date. If the measures according to the checklist are not carried out in time and NIS cannot start the execution of the work for this reason, SLD shall have the right to charge the customer an amount of EUR 75.00 plus VAT per started hour of delay, up to a maximum amount of 50% of the agreed remuneration. SLD is not responsible for those parts of the roof on which the work cannot be carried out because measures according to the checklist were not carried out, or because there is no free access or the work appears to be too unsafe according to BGR 198/199.
The customer is responsible for ensuring that the current roof is equipped with correctly installed fall protection or other necessary arrangements (e.g. securants) so that roof work can be carried out safely in accordance with the applicable legislation regarding workplace safety. Furthermore, it is the customer's responsibility to ensure that correctly installed fall protection devices are in place so that SLD employees can secure themselves by latching on using PPE/gA or other protective equipment when carrying out the work. As a matter of principle, NIS is not obliged to carry out work on such areas that require fall protection but do not have it and therefore the work cannot be carried out safely.
NIS shall carry out the work in a professional manner. The work shall only be deemed defective if it deviates from the written warranties given by SLD before or at the time of ordering the work or from what is expressly stated in these terms and conditions. SLD is only liable for ensuring that the measurement results are correct when the work is carried out. However, SLD cannot guarantee that all leaks will be detected and is not responsible for any leaks that may occur after the measurement. If the work performed is defective, SLD shall be obliged, at its own discretion, either to remedy the defect, to perform the work again or to make a deduction from the remuneration corresponding to the value of the defect. SLD shall only be responsible for defects insofar as these become apparent within two weeks after performance of the work. SLD shall only be liable for defects to the extent stated above in this point. The customer must report defects within two weeks after the customer has discovered or could have discovered the defect. If the customer fails to make this timely notification, he loses his rights due to defects in the service. NIS is only responsible for defects towards the customer, but not towards third parties.
SLD is not liable for any personal injury, property damage or consequential damage caused by the service. SLD shall not be liable for any damage to property resulting from the removal of dirt and organic material from any leaks in connection with the work. The customer shall indemnify SLD against claims of third parties to the extent that NIS is not liable for damages in accordance with the above. In the event that a third party asserts a claim against the customer in respect of any damage described in this clause, the customer shall immediately notify SLD thereof; otherwise the customer shall forfeit all rights against SLD in respect of any defect.
SLD, or the third party to whom the IPR is due in respect of the works, shall remain the owner of such rights. As far as SLD is aware, the works do not infringe the IPRs of any third party. Furthermore, NIS is not liable for any infringements of IPR by third parties.
SLD is not liable for indirect and consequential damages. This limitation includes, but is not limited to, material damage, loss of production, loss of profit or other consequential economic loss. The liability of SLD is in any case limited to the remuneration invoiced by SLD to the customer.
SLD is not responsible for poor, non-delivery or late performance resulting from any circumstance beyond the control of SLD. As soon as the circumstance ceases to exist, SLD shall resume its performance and a new time for its performance shall be agreed in accordance with point 1 above. Such exonerating circumstances include, but are not limited to, and in each case in the sole judgement of the SLD, aggravating weather conditions such as strong winds or precipitation, war, measures taken by public authorities, changes in legislation, labour market conflict and the like. SLD shall notify the customer without delay if SLD wishes to claim exemption from liability in accordance with the above.
Swedish law shall apply to the contract between the customer and SLD. Disputes arising from or in connection with the contract between the customer and SLD shall be decided exclusively by the district court in Kalmar in the first instance.
Status: 30.11.2015
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