These General Terms and Conditions shall apply to all commissioned work performed by ENPRO (the” ENPRO”) for a contract party (the “customer”), including, but not limited to project management, counseling, instruction, information retrieval and communication, testing, research, sale and leasing. Unless otherwise agreed, these General Terms and Conditions shall also apply to any other and subsequent agreements between EnPro and the customer. Unless specifically accepted in writing by EnPro, any deviating provisions or provisions to the contrary contained in the order placed by the customer or in his acceptance shall not apply.
1. Scope of commissioned work
1.1 The nature, contents and financial conditions of the commissioned work shall be stated in a written agreement. Any amendments to the agreement shall be in writing.
1.2 Time schedules, price estimates, etc. are approximate unless otherwise agreed in writing. If EnPro foresees major delays or budget overruns compared to the agreed terms or material obstacles to the performance of the commissioned work, the customer shall be informed thereof, following which he shall be entitled to change or stop the work, cf. clause 6.1.
1.3 EnPro shall be entitled to a fee for work performed regardless of whether the results expected by the customer are achieved, unless it has been agreed in writing between the parties that EnPro’s fee is contingent upon the achievement of concrete, specified results.
1.4 EnPro shall be entitled to have commissioned work performed by a sub-contractor.
2. Professional discretion
2.1 EnPro will observe customary professional discretion with respect to disclosure of the performance of commissioned work and with respect to any agreements. A special agreement in writing shall be concluded if the customer requires secrecy as such, for example regarding know-how of the customer that may come to the knowledge of EnPro during the performance of commissioned work.
2.2 If any test or development work leads to results of interest to the general public, EnPro may publicly announce such results unless otherwise agreed in a secrecy agreement as mentioned under clause 2.1.
2.3 When EnPro undertakes work that involves an assessment of a service provided by a third party, the customer accepts and understands that EnPro may approach such third party and other relevant bodies in order to obtain information for use in performing the work.
2.4 EnPro shall at any time be entitled to pass on information, which EnPro is under a statutory obligation to disclose.
2.5 If, in the course of performing commissioned work, EnPro becomes aware of factors that in the opinion of EnPro may cause material damage to health or environment, EnPro may, if required, inform the customer thereof. In the event that the customer does not, as quickly as possible, take the steps necessary to prevent or limit the risk of material damage to health or environment, EnPro shall, notwithstanding any separate agreement on discretion or secrecy, be entitled to pass on such knowledge to the relevant authorities. EnPro is entitled to initiate remediation on the expenses of the requestor.
3. Reference to results, etc.
3.1 The customer may only publish the reports of EnPro in their entirety.
3.2 The customer may not mention or refer to EnPro or EnPro’s employees for advertising or marketing purposes unless EnPro has granted its written consent in each case. Such consent shall lapse if the customer stops or postpones the work, cf. clause 6.1.
3.3 Course material issued by EnPro may not be copied or duplicated. Course material on loan from EnPro shall remain the property of EnPro.
3.4 EnPro shall be entitled to demand that the customer returns reports, etc. prepared by EnPro together with the pertinent documents if EnPro discovers any errors or defects in such material.
4. Rights relating to the results of the commissioned work
4.1 The tangible results produced by EnPro in connection with commissioned work and the right to utilize such results shall be the exclusive property of the customer. Results in the form of tangible goods, including, but not limited to, prototypes will be handed over to the customer as soon as the final accounts have been settled.
4.2 Unless otherwise agreed in writing, know-how and other intangible property rights developed by EnPro or ascertained by EnPro in connection with performing the work shall be the property of EnPro. Such rights may be utilized by the customer for his own use to the extent laid down in writing between the parties or specifically stated as an implied condition.
5. Fees and terms of payment
5.1 Commissioned work shall be performed according to account rendered based on the hourly rates from time to time fixed by EnPro plus transport charges and other outlays.
5.2 In respect of long-term work, EnPro shall be entitled regularly to adjust the hourly rates stated under 5.1. The customer shall receive notice of such adjustments 30 days prior to the date on which they come into force.
5.3 EnPro shall be entitled to issue invoices on account once a month for work performed in the past month.
5.4 In case of overdue payment of balances due to EnPro, interest shall be charged at the rate of 1.5% for each commenced period of one month.
5.5 The payment terms are 30 days net unless otherwise agreed in writing, the ownership of the delivered will only pass to the customer when the full invoice amount is received in our bank account.
6. The right to change and cancel orders
6.1 If the customer issues instructions to stop or postpone the work, cf. clause 1.2, work already performed shall be paid for according to invoice, just as the customer shall reimburse EnPro for any costs incurred in connection with the cancelled or postponed work that EnPro has already undertaken to pay, such as expenses to a third party, special equipment or premises, etc.
6.2 Moreover, the nature or scope of commissioned work may only be changed subject to the written consent of EnPro.
7.1 EnPro shall be liable towards the customer for any errors and negligence in connection with the performance of the work pursuant to the general rules of compensation of Danish law, subject to such limitations as follow from clauses 7.2 to 7.12 EnPro shall in no event be liable for circumstances or events causing a loss that are not attributable to any errors or negligence on the part of EnPro.
7.2 If the performance of commissioned work is stopped or postponed (cf. clause 6), EnPro shall not be liable for any defects or errors in work already performed.
7.3 EnPro shall not be liable for injury or damage arising in connection with the use of counseling provided by EnPro or test or control reports prepared by EnPro if the use thereof is outside the scope of the commissioned work or the specified objects.
7.4 If EnPro’s work is not concluded with a report or the delivery of a service, or if the service provided consists of a statement in which it is specified that it is based on an estimate or assessment, EnPro shall not be held liable unless EnPro is guilty of gross negligence.
7.5 Unless EnPro has issued a written warranty for the completion of the work at a specific time, EnPro shall not accept liability for loss or damage caused by delays in the performance of commissioned work.
7.6 EnPro shall not be held liable for tortious acts on the part of any one of EnPro’s sub-contractors, unless such subcontractor has been appointed by EnPro without being proposed or approved by the customer.
7.7 In case of joint liability between EnPro and one or more parties, EnPro shall only accept liability for such proportion of the loss suffered by the customer as is accounted for by the share of the overall liability attributable to EnPro.
7.8 If EnPro has undertaken, on behalf of the customer, to verify that services provided by a third party to the customer are according to contract, EnPro shall only be held liable for loss or damage that the customer might suffer owing to EnPro’s failure to point out, in due time, that a specific service is not according to contract. Thus, EnPro’s liability shall be subordinated to the claim for compensation that the customer may make against the third party in question, and EnPro’s liability shall moreover by subject to the other limitations stated in this clause 7.
7.9 If EnPro has received samples or equipment from the customer, EnPro shall exclusively be held liable for loss of or damage to such samples or equipment if an agreement in writing has been made with the customer to return such samples and equipment. In addition, in such event, EnPro shall only be held liable if it can be substantiated that EnPro is guilty of gross negligence, and the compensation can in no event exceed the cost of the material necessary for manufacturing the samples or equipment in question. If the return of samples and equipment has not been agreed upon, EnPro will only keep such samples and equipment for a period of up to six months after the completion of the work.
7.10 EnPro cannot be held liable for more than the direct loss suffered by the customer. Thus, EnPro shall not be held liable for losses on operations, loss of earnings or any other indirect losses. EnPro has an insurance for professional liability and the total liability cannot exceed DKK 1,000,000 for each individual claim except for bodily injury according to Danish law.
7.11 If any third party holds EnPro liable for bodily injury or damage to property caused by work performed by EnPro, including, but not limited to, product liability, the customer shall be obliged to indemnify and hold EnPro harmless from any claim exceeding the amount of any claim(s) that can be brought against EnPro pursuant to the provisions of this clause 7. EnPro may request the customer to defend any such claim on behalf of EnPro.
7.12 EnPro cannot be held liable for claims regarding loss, damage or injury that have not been made in writing within three years after delivery by EnPro of the service in respect of which the claim is made. In addition, EnPro’s liability is contingent upon the customer complaining in writing as soon as he has become aware of, or should have become aware of, the existence of a potential claim for compensation against EnPro. Notwithstanding the said time limit of three years, EnPro shall not be liable for any damage or injury that was impossible to foresee in view of the know-how and technology available at the time of the performance of the commissioned work.
8.1 Any dispute or controversy arising between EnPro and the customer shall be settled according to Danish law by the Court in Aarhus Denmark – the legal language is Danish.
9. Personal data Upon entering into an agreement with ENPRO, the following information is required: Company Name, CVR No, Address, Phone Number and Email Address of Contact Person to be able to deliver the service requested. The information is registered with ENPRO, stored for five (5) years and then deleted. The data manager can be contacted at mail@ENPRO.com. As registered with ENPRO, there is a right to object to the registration. There is also a right of insight into the information registered. These rights are in accordance with the Personal Data Act and be used by contacting the data manger. This document is a service for the reader. The legal binding document is the Danish version.