General terms and conditions of sale

1. Introduction
1.1. M&J Denmark A/S (hereafter M&J) agrees to sell the products at the agreed prices conditioned upon the purchaser’s acceptance of these General Terms and Conditions of Sale. These General Terms and Conditions of Sale govern all sales including orders placed electronically. If a separate agreement is mutually agreed and executed, such agreement shall prevail over these sales terms. Any terms and conditions proposed by the purchaser shall be null and void.

2. Definitions
2.1. Product(s):
Equipment, Spare Parts, Digital offerings or Services offered by M&J.

2.2. Equipment:
Any complete machinery, e.g., shredder (Pre-, Mobile-, and/or Fine-shredder), conveyor belts, platforms, etc., available in the official M&J Price List.

2.3. Spare Parts:
Any and all parts, e.g., Consumables, Spare Parts (Basic and Critical) and Wear Parts, used for the activities covered under these General Terms and Conditions of Sale.

2.4. Services:
Any and all work, including Commissioning, Installation, Training, Supervision, Instruction undertaken to be performed by M&J for its customers under these General Terms and Conditions of Sale.

2.5. Installation:
Full mechanical, hydraulic and electrical installation of the Products, according to the specifications in the drawings and documentation issued for the project. M&J checklists are mandatory for the documentation of the installation.

2.6. Commissioning:
Final control and test of the Products, to ensure the installation has been performed according to M&J specifications, and that the Products are safe to use for the operators.
Furthermore, it is checked that the Products are delivered according to the agreed specifications.
If the Products are to be connected to external equipment, the signal exchange (I/O) is checked, after 3rd party has connected their equipment.
M&J checklists are mandatory for the documentation of the Commissioning.

2.7. Start-up:
Cold Commissioning: Test the functionality of the Products without materials. M&J checklists are mandatory for the documentation of the start-up.
Hot Commissioning: Test the functionality of the Products with materials. M&J checklists are mandatory for the documentation of the start-up.

2.8. Instruction:
In order to hand over responsibility, the end-user needs to be instructed in the basic functionality and safety features of the Products, as well as instruction on where to find further information in the operator’s manual supplied with the Products. (Instruction is typically 1 -2 hours with max. 4 participants.)

2.9. Training:
Training includes comprehensive instruction on the functionality of the Products. The training can be for either the operators of the Products, the maintenance crew, or a combination of both. The training can be a combination of classroom training and practical training on the Products.

2.10. SAT:
All M&J equipment are handed to the Customer by performing a SAT.
The SAT includes a signoff that the start-up without waste was successful. If there is waste available at the time of the start-up this is also included in the start-up.
Secure all safety functions have been checked and approved.
Check that all trained personnel has signed “Authorization & Training” document as a documentation of who are authorized to operate and/or maintain the equipment.
The SAT is finally signed by the M&J representative and the Customer.
The signed SAT provides the handover of the equipment and thereby can be taken into operational use.

3. Scope
3.1. The scope of the Products sold by M&J is exclusively described in M&J’s specification of Products attached or referred to in this sale and purchase of the Products.

3.2. Any change to scope is only valid with if expressly accepted in writing by M&J.

4. Customer delay or change requests to scope and/or milestones.
4.1. Any change to milestone dates/ship date defined in this quote requested by the Customer requires a written acceptance by M&J.

4.2. Any delay for which M&J is not responsible does not postpone the due date of any payments in accordance with the original payment plan. In case of delay for which M&J is not responsible M&J will provide a new timeline which shall be considered final.

4.3. M&J is entitled to a compensation amounting to 0,25% of the total contract for any delay of milestone date(s) for which M&J is not responsible. In addition, M&J is entitled to obtain damages to the extent M&J suffers a loss exceeding the compensation amounting to 0,25% of the contract value. This clause does not preclude M&J from exercising other remedies for breach of contract as a result of the delay.

5. Storage cost in case of Customer’s delay
5.1. If the Customer is not able to accept the goods on schedule, M&J reserves the right to store the goods at the Customers expense and risk, and to charge the Customer for storage costs amounting to 0.25% of the contract value for each week commenced, unless the actual storage costs exceed this amount in which case M&J may charge the actual storage costs. The goods may be stored outdoors. M&J accepts no liability.

6. Payment Transparency
6.1. All overdue payments will be charged an interest of 1,25% per commenced month.

6.2. All payments to be made by Buyer pursuant to this Agreement shall be made by Buyer from an account owned by Buyer held at an internationally recognized bank or equivalent financial institution. Should Buyer wish to use any other account or means of payment, such change must be approved by M&J prior to payment being issued.

7. Payment of Taxes, Duties and Tariffs
7.1. Where the Goods provided hereunder are sold according to incoterms other than DDP customer site, the Buyer shall be solely responsible for ensuring that all taxes and duties, including tariffs and other levies imposed on the Goods sold hereunder by the local government, or any Agency with authority over such matters, have been paid in full. Where the Goods provided hereunder are sold according to incoterms DDP customer site, M&J shall be responsible for importing the goods from Denmark and will be responsible for ensuring that all taxes and duties, including tariffs and other levies imposed on the Goods sold hereunder by the local government, or any Agency with authority over such matters, have been paid in full.

7.2. If the customer fails to pay the applicable taxes, duties, or tariffs imposed on the shipped goods and M&J pays the tariff in the customer’s stead to avoid a breach of its delivery obligations under the applicable sales agreement, the customer expressly acknowledges, understands, and agrees that any payment made by M&J of such taxes, duties, or tariffs imposed does not and shall not be deemed a waiver of the customer's obligation to pay such taxes, duties, and tariffs imposed on the goods by the applicable government authority. M&J shall send an invoice to the customer for any taxes, duties, or tariffs so paid, including any applicable reasonable administrative fee imposed by M&J for having to pay such taxes, duties, or tariffs in the customer's stead, and the customer shall reimburse M&J for such costs incurred within 8 days of invoicing. Additionally, in the event that a customer repeatedly fails to pay the applicable taxes, duties, or tariffs imposed on the goods, M&J reserves the right in its sole discretion to estimate the taxes, duties, or tariffs that will be imposed and charge the customer for such costs upfront, with any excess payment being refunded to the customer.

7.3. In case of incoterms DDP customer site, where M&J are responsible for paying the applicable taxes, duties and tariffs, and these differ from the estimated costs at the time of the Quote, M&J reserves the rights to invoice/credit in a separate statement to reflect actual costs.

8. Liability for defects and limitation of liability
8.1. M&J shall remedy defects or nonconformity (hereinafter termed defect(s)) resulting from M&J’s negligence to faulty design, materials or workmanship.

8.2. M&J has no liability for loss of production, loss of profit, loss of use, loss of contracts or for any consequential, economic, or indirect loss whatsoever. In no event shall M&J’s total aggregate liability under the Contract exceed 25% of the contract price. The aforesaid limitations of liability shall not, however, apply damages caused by M&J’s wilful misconduct or gross negligence.

8.3. M&J are liable for damage caused by the products if the damage is due to M&J’s negligence, and/or the liability cannot be excluded by mandatory law. M&J shall under no circumstances whatsoever be liable for any damages or loss that exceeds 3 million EUR.

9. Mechanical Warranty
9.1. Warranty Period for new Products is 2000 operating hours or 12 months from the date of signed Certificate of Acceptance – whichever comes first – however, max. 18 months from the delivery.

9.2. For used or refurbished Products, the Warranty Period is 1000 operating hours or 6 months from delivery.

9.3. This warranty covers only parts failing due to faulty manufacturing or bad workmanship. It does not cover wear and tear or any faulty storage, usage or maintenance by the Customer.

9.4. This warranty is only applicable if service is done according to M&J’s service manual and by people from or approved by M&J. Any conditions of merchantability, fitness for intended purpose as well as any implied warranties are hereby waived and excluded.

9.5. A signed Certificate of Acceptance with regard to Products, but not including spare parts, is a precondition for this warranty.

10. M&J Remote Connectivity
10.1. The Customer agrees to the transmission of equipment data to M&J (including but not limited to equipment details, operational data, time data and position data) and the storage of such data by M&J.

10.2. M&J shall have the right, free of charge, among others to use such data, for the purpose of providing on-line reporting services, offering, recommending and/or providing products and/or services to the Customer.

10.3. M&J shall not use the raw data obtained solely and directly from the Customer’s equipment to provide products and services to M&J’s other customers.

10.4. Without prejudice to the foregoing, M&J may compile and analyze the data and combine it with other data for the purposes of product development, evaluation, customer services and provision of goods and services on an anonymous and aggregated basis.

10.5. For the avoidance of doubt, M&J may transmit the data to its affiliated companies, suppliers, subcontractors and consultants.

10.6. All rights, title and interest to the data obtained and results and developments made or derived shall belong to M&J. M&J shall not publish data in such manner which would identify the Customer to the data, unless so consented by the Customer in writing.

10.7. The Customer shall ensure that the end-user (in case other than the Customer) shall give a similar consent of equipment data transmission to the M&J.

11. Software License Agreement
11.1. Title to software (software programs and libraries, whether in object or in source code format, upgrades, new releases and versions, modifications, additions, updates and fixes, and all documentation and know-how pertaining thereto) delivered to the Customer shall at all times remain with M&J. The Customer or the end user, as the case may be, shall be granted license to use the software in accordance with M&J’s software licensing terms. The Customer agrees to execute or ensures that the end user executes, as the case may be, M&J Software License Agreement upon request.

12. Intellectual Property
12.1. M&J and its suppliers exclusively retain all right, title and interest in and to the intellectual property rights and related concepts, to developed know-how, inventions, innovations and improvements, concepts ideas and trademarks, drawings, specifications, data, software, firmware, manuals, instructions, documentation or other works of authorship and other intellectual property (“M&J IP”) furnished by M&J to the Purchaser. Nothing in this Contract shall be construed as an assignment or transfer of title to or interest in M&J IP. The Purchaser may use M&J IP only for the installation, commissioning, operation, proper maintenance and repairing of the Products at the site and such right of use is included in the fees. M&J IP may not otherwise be used, copied, reproduced, or disclosed to a third party.

13. Sanctions and Export Control Laws
13.1. With respect to the fulfilment of each purchase order and the contract, the Customer and Seller undertake as follows:
(a) To comply with any and all laws and regulations applicable to the Customer or Seller with respect to the purchase order, the contract and any action taken pursuant to either prohibiting or otherwise restricting trade with any individual, entity or jurisdiction, or imposing licensing requirements on the same, including without limitation financial sanctions, trade embargoes and export controls such as those imposed by the US Treasury Department Office of Foreign Assets Control (OFAC), the US Department of State, the US Commerce Department, the European Commission or any member state of the European Union (together “Sanctions and Export Control Laws”).
(b) To not take any action, or make any omission, that could cause any party to be in breach of, or otherwise be exposed to any restriction or penalty pursuant to, or suffer any adverse consequences of any kind arising directly or indirectly from, any Sanctions and Export Control Laws, including without limitation making any Equipment or any item incorporating the Equipment available for the direct or indirect benefit of a person subject to financial sanctions, such as those named on the OFAC list of Specially Designated Nationals and Blocked Persons, the EU Consolidated List of Financial Sanctions Targets or any similar list maintained by any EU member state, or any party owned or controlled by such a person (together “Sanctions Targets”).

13.2. M&J shall have the right to suspend performance of its obligations under this contract and each purchase order pursuant thereto, and the right to terminate this contract, with immediate effect and without liability, if:
(a) in its reasonable judgment, circumstances exist that could result in the non-fulfilment of the undertaking in Clause 12.1;
(b) the Customer becomes a Sanctions Target;
(c) any bank refuses to receive or otherwise process a payment under the contract.
The Customer shall reimburse Seller for any claims, damages, losses, costs and expenses (including attorney's fees) suffered or incurred by Seller resulting from (i) the Customer’s breach of either of the undertakings in Clause 12.1; or (ii) Seller's suspension of its obligations under, or termination of, this contract pursuant to this Clause 12.2.

13.3. In the event that M&J terminates this contract and any purchase order pursuant to Clause 2 above, and without prejudice to M&J’s other rights and obligations under this contract, M&J shall be entitled to use the money as a set-off against claims under Clause 12.2 last paragraph.

14. Disputes and applicable law
14.1. All disputes arising out of or in connection with the Product shall be finally settled in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce in force at the Date on Which the notice of Arbitration is submitted in accordance with the rules. The seat of arbitration shall be in Stockholm, Sweden. The language of the proceedings shall be English.

14.2. Any and all Agreement and these General Terms and Conditions shall be governed by the laws of Sweden with the exception of its conflict of laws provisions. The application of the United Nations Convention on the international Sale of Goods is expressly excluded.

15. Orgalim
15.1. As supplement to these M&J General Terms and Conditions Orgalim S2022 shall apply with regards to Products.

15.2. As additional/Supplement to these M&J General Terms and Conditions the conditions and Terms of Orgalim SI24 shall apply with regard to installations, commissioning and Training provided by M&J.

15.3. The terms of Orgalim S2022 and SI24 applies to the extend the terms have not been derogated from in these General Terms and Conditions, which takes priority over Orgalim S2022 and SI24.

15.4. The terms of SI24 p. 45 (Payment) shall not apply.