STANDARD TERMS AND CONDITIONS FOR TECHNICAL CONSULTING SERVICES PROVIDED BY NORDIC WIND CONSULTANTS (NWC)
The following Standard Terms and Conditions shall apply between the party placing the order (the Commissioning Party) and NWC to the extent that the said Standard Terms and Conditions are not deviated from by means of an express agreement to this effect between the Parties.
- Quotation and agreement
NWC submits a quotation for a consulting service as per the acknowledgement of the order. The quotation shall be binding for NWC for fourteen (14) days counted from the quotation date.
The agreement is concluded when NWC has received a signed copy of the acknowledgement of the order from the Commissioning Party.
- Obligations of NWC
NWC undertakes to provide consulting services within normal working hours, unless otherwise agreed.
Prior to the provision of a consulting service as planned, NWC shall notify the Commissioning Party in advance.
- Exceptions to the obligations of NWC
NWC is under no obligation to provide any consulting services other than those for which an agreement has been concluded. The provision of other consulting services requires the conclusion of a separate agreement.
The obligations of NWC shall cease in the event of impassable access roads, inclement weather, strong winds or other conditions for which NWC cannot be held responsible.
The obligations of NWC shall resume when the conditions have returned to normal.
- Obligations of the Commissioning Party
The Commissioning Party shall ensure that the consultant of NWC has access to the wind turbine, including access to enter and ascend the wind turbine.
- Prices and payment
All prices are exclusive of VAT.
Terms of payment: fourteen (14) days net.
The cost of works performed by the technical consultant of NWC will be indicated on a separate price list, unless otherwise stipulated on the acknowledgement of the order.
If an order does not involve works performed on an hourly-paid basis, the price will include travel time and driving expenditure for works performed in Denmark. For works performed outside Denmark, travel time (from the Danish border) shall be paid for, as well as transportation and accommodation expenses.
The Commissioning Party shall cover the costs of NWC for transportation (including ferry costs), travel time and wages from the time at which NWCs consultant drives on board the ferry in question on the way to the location of the wind turbine until the consultant disembarks from the ferry again.
NWC reserves the right to have all costs reimbursed if the consultant of NWC is prevented from performing the task ordered due to conditions beyond the NWCs control.
For the performance of large-scale tasks, NWC reserves the right to receive a payment on account of 25% of the contract sum prior to the commencement of the work, and an additional payment on account of 50% of the contract sum when half of the work has been performed.
NWC reserves the right to invoice the Commissioning Party for time spent waiting, if NWCs consultant does not have access to the wind turbine at the time of the consultant’s arrival.
It is solely up to the consultant to decide whether access to the wind turbine or parts thereof is deemed safe.
If payment is not received on time, NWC is entitled to charge default interest. The interest rate for overdue payment is fixed at the rate of the National Bank of Denmark + 6% p.a.
- Exemption from liability (Industrial and Professional Liability)
NWC shall not be held liable for injury sustained by the owner or a third party during or subsequent to the overhaul and/or inspection of the wind turbine.
NWC does not cover operating loss, time loss or other indirect loss resulting from temporary wind-turbine downtime, or in connection with the performance of the consulting service ordered.
NWC may not be held liable vis-à-vis the wind turbine owner for aspects that have not been inspected, examined or tested.
If a report has been drawn up, NWC shall solely be liable for the inspected aspects specified in the report.
Nevertheless, NWC shall under no circumstance be liable for operating loss, time loss, loss of profit or other financial loss which the owner or a third party may incur as a result of the consulting service.
The stipulated liability limitations of NWC shall not apply if the NWC consultant is guilty of gross negligence.
If a third party claims compensation from either Party pursuant to this clause, the said Party thus claimed against shall inform the other Party concerning this immediately.
In the event that NWC incurs liability for an injurious action vis-à-vis the owner or a third party, the injured party shall be obliged to limit the loss to the extent that this can be done without unreasonable cost or inconvenience to the injured party.
NWC assumes no liability for the consequences of failure to carry out the consulting service, if such failure was caused by illness or other absence.
- Disputes
The Parties shall seek an amicable settlement of any dispute or disagreement that arises from this Contract.
If the Parties do not reach agreement on their own accord, each Party shall be entitled to bring the case before the Court of Aarhus, Denmark.