General Terms and Conditions for Mamoba ApS
General Sales and Delivery Conditions, version of July 17, 2024. By purchasing services from Mamoba ApS, you simultaneously accept the following terms and conditions.
1. DEFINITIONS
1.1. “Customer” refers to the business entity, either natural or legal, that has ordered or requested services from Mamoba ApS.
1.2. “Supplier” refers to MAMOBA ApS, CVR no. 33253710, which offers industrial cleaning services throughout Denmark.
2. BASIS OF THE AGREEMENT
2.1. These terms and conditions (hereinafter referred to as “Conditions”) apply to all tasks undertaken by the Supplier unless deviated from by a separate agreement, which then takes precedence over the Conditions.
2.2. The Conditions, together with any offer or estimate, constitute the basis of the agreement between the Customer and the Supplier.
2.3. A binding agreement with the Supplier is only entered into when the Customer has received a written confirmation from the Supplier.
2.4. If any provision in the Conditions is unenforceable or deemed invalid, the remaining provisions of the Conditions shall not be affected thereby.
3. OFFERS, PRICES, AND PAYMENT TERMS
3.1. Any offer and any delivery or completion deadline is made with a weather reservation.
3.2. The Supplier’s offers and estimates are made with a reservation for interim sales.
3.3. All prices are stated in Danish kroner excluding VAT, freight, customs, taxes, and other charges. If the prices for the offered or agreed service change due to changes in purchase prices, raw material prices, exchange rates, freight, customs, taxes, duties, etc., the Supplier is entitled to change the prices offered and/or agreed with the Customer.
3.4. The Supplier’s prices are determined based on the Supplier’s price list applicable at the time of delivery unless otherwise agreed.
3.5. The Supplier’s invoices are payable net cash 8 calendar days after receipt unless an agreement has been made in writing between the Supplier and the Customer for another form of payment.
3.6. In the event of late payment of a due invoice, the overdue amount will be subject to interest at 2% per commenced month.
3.7. The Customer is not entitled to set off payment due to any counterclaims that may arise.
3.8. The Customer is not entitled to withhold any part of the Supplier’s receivables as security for the fulfillment of any counterclaims regarding other deliveries. Such withholding will be considered a material breach of the Parties’ agreement.
3.9. Non-compliance with the Supplier’s payment terms is considered a material breach, entitling the Supplier to stop further deliveries and to demand immediate payment of any receivables, whether due or not.
4. PERFORMANCE OF WORK AND DELIVERY
4.1. The Customer is responsible for providing a task description with the necessary content to the Supplier, as well as information material with accompanying specifications and instructions (including, but not limited to, data sheets, manuals, etc.) necessary for the task to be carried out on a sufficiently informed basis.
4.1.1. The Customer is obliged to inform about any special conditions that the Supplier must observe when performing their service, including but not limited to if a specific cleaning agent should (or should not) be used, if certain surfaces should not be cleaned, or similar.
4.2. If the delivery is changed by the Customer and/or the Supplier’s costs are increased due to conditions at the Customer, the Supplier is entitled to charge this separately from the Customer in addition to any agreed agreement.
4.3. The Customer is responsible for ensuring that the work can be carried out under the specified conditions and is located in surroundings in such a way that the Supplier can perform the work undisturbed. If the Supplier cannot perform its service on the Customer’s premises on time due to conditions the Customer is responsible for, the Customer must cover the additional costs incurred by the Supplier, including waiting time due to the delay.
4.4. Delivery takes place at the Customer’s business address or a designated address unless otherwise agreed with the Customer.
5. CANCELLATION
5.1. The Customer cannot cancel the task after it has started.
5.1.1. If the Customer wishes to cancel a task before it has started, the Customer is obliged to pay any costs associated with the cancellation, including, but not limited to, obligations related to the planned service for which the Supplier or its subcontractors are liable.
6. DELAYS AND EXTENSIONS
6.1. The Supplier is entitled to extensions due to (i) changes in the nature and scope of the work as required by the Customer (ii) third-party delays or inadequate deliveries, (iii) force majeure as per section 9.1. Furthermore, the Supplier is entitled to extensions if the work is stopped or delayed by public orders or prohibitions from the labor inspection or another authority.
6.2. The Customer is not entitled to extensions unless otherwise agreed in writing between the Parties.
6.2.1. If the execution time is postponed due to the Customer’s conditions, and the Customer is not entitled to extensions by a separate agreement, the postponement is considered a material breach of the agreement, and it is up to the Supplier whether the Supplier will uphold or terminate the agreement.
6.3. If the Supplier upholds the agreement, the Supplier is entitled to payment for the additional work and costs and to cover any loss associated with the postponement, including expenses for external assistance and wages for redundant labor. Wage costs include wages for the personnel involved in the matter.
6.3.1. The Supplier has the right to adjust the price in accordance with the Conditions and any agreed offer accepted by the Customer.
6.3.2. Employees are charged per commenced quarter hour according to the Supplier’s applicable hourly rate.
6.4. If the Supplier terminates the agreement, the Supplier is entitled to positive fulfillment interest, i.e., the right to the profit from the execution of the task.
7. DEFECTS AND COMPLAINTS
7.1. It is the Customer’s responsibility to conduct a relevant inspection of the work performed by the Supplier. Defects that should have been discovered by a superficial inspection of the performed work must be reported in writing to the Supplier no later than 1 working day after a service or partial service has been delivered.
7.2. For defects that cannot be discovered by careful inspection, they must be reported in writing to the Supplier no later than 2 working days after the defect could have been discovered with ordinary care.
7.3. The right to invoke defects lapses in any case no later than 5 working days after the Supplier has delivered the service or the invoice date, or the latest date of these two, unless this deadline is incompatible with any agreed warranty period between the Supplier and the Customer.
7.4. The Supplier cannot be held responsible for defects reported after the deadline.
7.5. The Supplier has the right, but not the obligation, to remedy defects in the provided service, regardless of whether such a defect is discovered before, during, or after the service execution.
8. LIMITATION OF LIABILITY AND INSURANCE CONDITIONS
8.1. The Supplier can only be held liable for physical damage to persons and/or property related to the service or product provided by the Supplier in accordance with the applicable Danish tort law rules and principles, subject to the following limitations unless otherwise required by mandatory rules:
8.1.1. The Supplier cannot be held liable for damage to property that the Supplier:
8.1.1.1. Has borrowed, rented, stored, used, transported, or otherwise had in custody or possession from the Customer,
8.1.1.2. Causes through earthworks, including all work in and with soil, including soil drilling and soil cultivation, driving and pulling out sheet pile walls or other, demolition work, groundwater lowering, and other groundwater regulations,
8.1.1.3. Causes through the Supplier’s use of explosives,
8.1.1.4. Causes through products or services used in the operation of aircraft,
8.1.1.5. Causes through products or services used for offshore installations,
8.1.1.6. Causes through construction and maintenance of dikes and dams,
8.1.1.7. Causes through work for the mining, oil, and gas extraction industry,
8.1.1.8. Causes through work for the pharmaceutical and hospital sector to the extent that it involves product liability used within research, diagnosis/prevention/cure of patients.
8.1.2. The Supplier cannot be held liable for direct or indirect financial losses in the event of physical damage or loss to persons and/or property, including but not limited to, loss of production, loss of profit, loss of time, interest, fines, contractual penalties, loss of goodwill, and consequential damages resulting from the Customer’s inability to use the sold goods, whether or not the Supplier has been informed of the possibility of such losses.
8.1.3. The Supplier cannot be held liable for loss and/or damage inflicted on persons or property directly or indirectly due to:
8.1.3.1. Asbestos, asbestos-containing materials/products, or damage resulting therefrom.
8.1.4. The Supplier has, among other things, taken out a business and product liability insurance with a coverage amount of 15,000,000 DKK per insurance year with underlying coverage amounts for certain types of damages and losses. The Customer’s attention is drawn to the fact that any other claims covered by one of the Supplier’s insurance policies may thus reduce the aforementioned coverage maximum.
8.1.5. The Supplier’s liability is in any case limited to 15,000,000 DKK in total per damage/incident, subject to the cases mentioned in section 8.1.6.
8.1.6. Liability for damages to property that the Supplier has undertaken to prepare, install, repair, assemble, or otherwise process or treat is limited to 1,000,000 DKK in total per damage.
8.1.7. The Supplier cannot be held liable for damage or loss, either direct or indirect, that the Customer may suffer due to errors in information provided by third parties (including, but not limited to, information from the Customer’s customer).
8.1.8. The Supplier’s liability for defects and delay is both limited to 10% of the total agreed purchase price.
8.2. The Customer must immediately notify the Supplier if a third party makes one or more claims for compensation against the Customer if such claims concern the service or product provided by the Supplier.
9. FORCE MAJEURE
9.1. Failure to deliver, pay, or any other breach of obligations due to force majeure, including but not limited to, lockouts, strikes, war conditions, critical societal disease outbreaks (including but not limited to, epidemics and pandemics), significant shortages of raw materials, fire, or any other damage to production or distribution arrangements or events clearly beyond the Supplier’s control, which the Supplier could not reasonably foresee at the time of the agreement and which the Supplier cannot reasonably prevent or overcome, does not constitute a breach of the agreement with the Customer. Such an event does not entitle the Customer to terminate the agreement or otherwise invoke the rights and obligations of the agreement or assert other remedies for breach. The obligations and rights of the agreement are valid from the time of the cessation of such events.
10. PERSONAL DATA
10.1. The Supplier’s handling of personal data is described in the Supplier’s privacy policy, which can be found at the following web address: https://mamoba.dk/privatlivspolitik.
11. DISPUTES AND VENUE
11.1. In the event of a disagreement between the Parties that cannot be resolved by the Parties’ own efforts, either Party may request mediation.
11.2. If the Parties have not previously appointed a mediator, one shall be appointed by Danske Mediatoradvokater, Vesterbrogade 32, 1620 Copenhagen V, within 10 working days after it is declared that a solution to the dispute cannot be found.
11.3. The mediator must meet with the Parties as soon as possible and no later than within an additional 10 working days.
11.4. The cost of mediation is borne by the Party(ies) who do not prevail, and if the outcome of the mediation does not include a prevailing party, the costs are shared equally by the Parties.
11.5. If either Party wishes to have the dispute resolved by a court, the dispute shall be settled by the Court in Lyngby with the usual right of appeal. The dispute shall also be settled by the aforementioned court if it cannot be resolved through mediation.
11.6. Any dispute arising out of or in connection with this Agreement shall be governed by Danish law.