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Sales and delivery terms
1. Generally
These sales and delivery terms and conditions (hereinafter referred to as "Terms") apply between Howden Risk Management, CVR no. 41154896 (hereinafter referred to as "Howden Risk Management") and the customer, i.e. private, business customer, or public authority (hereinafter referred to as "Customer") in all consulting agreements, service agreements, purchase of materials, offers, and orders, unless expressly deviated from or modified by another written agreement and it can be securely established that it was the intention to deviate from the Terms. The Customer accepts the Terms by placing an order or entering into an agreement with Howden Risk Management.
In addition, the simplified general terms and conditions for consulting and assistance in construction and civil engineering ("ABR Simplified") apply to business customers and public authorities – to the extent not deviated from by the Conditions, see point 18, the offer or agreement otherwise.
Howden Risk Management may refuse to deliver if the customer does not accept the present terms.
Howden Risk Management’s employees are not authorized to enter into verbal agreements beyond or in conflict with the Terms.
Once the customer has accepted the Terms, the customer is also considered to have accepted that the customer's future agreements with Howden Risk Management are subject to Howden Risk Management's current Terms and Conditions.
Customers are advised that Howden Risk Management may make changes to the terms and conditions, and therefore customers are encouraged to familiarize themselves with the terms and conditions each time an agreement is made with Howden Risk Management.
The Customer's possible deviating acceptance, order, purchase terms, or additions, changes, or limitations to the Terms shall only apply to the extent that Howden Risk Management has given its explicit, written approval thereof.
2. Agreement termination
A binding agreement is only concluded when the Customer has accepted a written offer or agreement in accordance with the content of the offer or agreement, or when Howden Risk Management has either started the delivery or sent a written order confirmation based on the submitted offer or agreement.
The Customer may only rely on the content of individual agreements and order confirmations, and the information provided in connection with the order. In case of discrepancies between the offer, provided information, and the agreement, the agreement shall take precedence.
All submitted offers are valid for 30 days from the date of the offer, after which the offer expires unless accepted beforehand. Until the Customer’s acceptance is received by Howden Risk Management, Howden Risk Management is entitled – without justification – to withdraw or amend the offer.
If an order for commissioned work is canceled, the work performed up to the cancellation will be invoiced based on time spent, and any incurred or initiated expenses with third parties will be recharged to the customer.
3. Execution of the task
Howden Risk Management is free to plan and carry out the task within the framework set out in the agreement. Howden Risk Management reserves the right to make changes to the execution without prior notice to the Customer. Any changes made and resulting termination of the agreement do not entitle the Customer to any form of compensation.
4. Fee, etc.
Howden Risk Management sets the salary based on the following factors:
- Customer's description of the task.
- Howden Risk Management's expectations for task solution based on previously solved and comparable cases.
- The scope of work, including the time spent, work outside of normal working hours, use of special skills, and the complexity of the task.
- The responsibility associated with the task.
Customers pay expenses related to the task, including fees, charges, transportation, expenses, tolls, materials, etc.
By settlement according to the estimate, the following applies:
- They are invoiced as the work is carried out or at the end of each month.
If Howden Risk Management predicts that the actual time consumption associated with the completion of the task significantly exceeds the estimated time consumption, Howden Risk Management shall inform the Customer thereof. Notification shall be made as soon as possible after the point in time at which Howden Risk Management predicts that the overrun will be significant.
The customer and Howden Risk Management then discuss whether the revised estimate of time consumption can be accepted, or if Howden Risk Management's performance should be adjusted. In any case, the customer is obliged to pay compensation for the time consumption that has been used up to that point on the task.
The above applies similarly insofar as the task requires expenses at a significantly different level than that assumed at the time of the agreement.
The following applies to fixed price agreements:
The agreed fixed price only includes the services that Howden Risk Management has specifically undertaken to perform, as stated in the agreement.
To the extent that a service is not explicitly stated in the description of Howden Risk Management's services, it is not covered by the fixed price agreement. If the service is still carried out by Howden Risk Management, the relevant service will be billed separately.
In all cases, the Customer reimburses Howden Risk Management for all expenses incurred by Howden Risk Management as part of the task solution.
All price indications for private customers are in DKK including VAT, unless otherwise expressly stated. Price indications for business customers and public authorities are in DKK excluding VAT, unless otherwise expressly stated. All prices are daily prices, and Howden Risk Management can change these continuously, but not for already ordered services.
Reservations are made for price changes, errors in proofreading, incorrectly stated prices, and other circumstances that may result in incorrect price information. In such cases, Howden Risk Management is entitled to cancel the agreement and is not responsible for any resulting losses.
5. Payment and payment terms
Payment will be made in accordance with the agreement or after the invoice sent by Howden Risk Management. If not otherwise specified in the agreement or invoice, payment must be made no later than 8 days after the invoice date.
Howden Risk Management invoices according to the progress of the work or at the end of each month. The invoice includes the project name, clearly showing the time spent or rate (for fixed price projects).
In case of exceeding the payment deadline, the Customer's interest corresponds to the rules of the current interest law at any given time.
Howden Risk Management is entitled to charge a reminder fee of DKK 100.00 for each reminder letter.
If the customer does not pay an invoice after the second reminder letter, Howden Risk Management is entitled to transfer the invoice to debt collection processing, in accordance with the content of the reminder letter sent.
In case of the Customer's payment default, Howden Risk Management is entitled to suspend the provision of other ongoing, but not yet completed, works agreed with the Customer. Howden Risk Management is also entitled to cancel previously submitted offers and/or agreements as well as cases with public authorities and instances until the Customer has paid the fee and accrued interest. Regardless of any previous payment terms agreed with Howden Risk Management, in case of the Customer's delay in payment of the fee, Howden Risk Management is entitled to make future orders conditional on the deposit of an amount as security for payment.
If delivery is delayed due to the Customer's circumstances, this does not change the payment deadline.
Customers are not entitled to withhold payment of invoice amounts, even in case of a complaint made before the due date of the invoice.
Delivery
The start/sentence of Howden Risk Management's performance is agreed upon in writing between the parties.
The expected delivery time will generally be stated in the offer or agreement. The delivery time is estimated as accurately as possible.
Where the offer or agreement does not contain information about the delivery time, the delivery will take place within a reasonable time.
In case the agreed delivery time is exceeded, Howden Risk Management informs the customer about it.
If the Customer chooses to cancel the agreement due to Howden Risk Management's significant delay in fulfilling the agreement, the Customer is only entitled to a refund of any already paid fees related to the delayed service, but not fees related to other services. The Customer cannot invoke any other breach remedies due to the delay.
Due to delays caused by the Customer, the delivery time is postponed and a new agreement regarding the delivery time is established. If Howden Risk Management is unable to use the internal resources as planned due to the Customer's delay, Howden Risk Management is entitled to demand compensation for the employees who were allocated to the delivery of the service and for the extraordinary resources that Howden Risk Management had to use as a result of the delay.
7. Delay
If delivery does not take place within the agreed delivery time, cf. point 6, the Customer shall make a claim to Howden Risk Management and set a reasonable deadline for delivery. If delivery does not take place within the specified deadline, the Customer is entitled to terminate the agreement by written notice to Howden Risk Management unless the delay is due to a force majeure situation, cf. point 15.
If the delay entitling to cancellation only affects part of a total delivery, the Customer is only entitled to cancel the agreement for the delayed part of the delivery.
Customers cannot exercise any other remedies in case of delay.
8. Complaints and defects
For a complaint to be considered justified, the Customer in a business relationship must immediately invoke defects, and the Customer in a consumer relationship must invoke defects within a reasonable time. Complaints to Howden Risk Management regarding defects that were or should have been discovered must be made no later than two (2) weeks after the Customer has received the service. Otherwise, the complaint will be rejected as being submitted too late.
The complaint must be in writing. The complaint does not entitle the Customer to fail to comply with agreed payment terms, cf. point 5.
Howden Risk Management's responsibility for defects does not include errors caused by a construction or execution prescribed by the Customer. Howden Risk Management's responsibility does not include defects caused by changes that have not been approved in writing by Howden Risk Management.
The duty to provide assistance does not cover costs for transportation and travel expenses.
Customers cannot make any other claims for breach of contract against Howden Risk Management.
9. Expiration
In case of business relations, the rules of ABR Simplified apply. To the extent that the Customer is a consumer, reference is made to the currently applicable statute of limitations law.
Property reservation
Digital data sent on a fixed medium (hard drive, flash memory, or CD/DVD), by email, or via file sharing (FTP site or similar) is sold with a retention of ownership and is the property of Howden Risk Management until the Customer has paid the full purchase price plus interest and costs, as well as any expenses related to the sale that may have been incurred by Howden Risk Management on behalf of the Customer.
Responsibility
Howden Risk Management is responsible under Danish law's general rules of compensation for errors and negligence in the completion of the task, with the limitations outlined in points 12 and 13.
12. Limitation of liability
Regardless of the basis on which a claim is made and regardless of the degree of negligence, Howden Risk Management is not liable for indirect loss or consequential damages such as loss of business, loss of profit, loss of data or costs associated with its restoration, loss of goodwill, loss of expected savings or similar. Howden Risk Management's liability for any loss or damage is limited to an amount equal to five (5) times the fee paid by the Customer for the advice on which the claim is based.
In the event that Howden Risk Management incurs liability towards a third party, the Customer is obligated to indemnify Howden Risk Management to the same extent as Howden Risk Management's liability is limited under this point 12.
Howden Risk Management is solely responsible for damages that occur in connection with work that Howden Risk Management has undertaken, when the Customer can prove that the damage is due to a lack of necessary professional skill or care.
Howden Risk Management has taken out mandatory liability insurance with HDI-Gerling. The coverage amounts are DKK 12,500,000.00 for personal injury and DKK 5,000,000.00 for property damage per insurance year. Policy number 153-08653204-14002.
Responsibility for prepared material
Howden Risk Management's preparation of material ("Material") for and on behalf of the Customer, including – but not limited to – conceptual drawings, construction drawings, construction books, fire plans, calculations, reports, tender material, etc., is prepared as general guidelines based on applicable standards at the time of preparation. When using the Material, the Customer must ensure that the Material is updated and adapted for its specific use. Howden Risk Management is not responsible for the Customer’s use of the Material, either in relation to the Customer or third parties.
To the extent Howden Risk Management is held responsible to a third party for the Material, the Customer is at all times obligated to indemnify Howden Risk Management for any claim.
14. Intellectual property rights
Upon the Customer's full payment of the purchase price for material prepared by Howden Risk Management for the Customer, the total intellectual property rights to the material are transferred to the Customer.
Regardless of the transfer of the intellectual property rights to the Customer, as stated above, the provisions in point 13 only apply to material specially prepared for the Customer. When purchasing standardized material, all intellectual property rights related to the material and its results remain the property of Howden Risk Management.
Howden Risk Management is not responsible for infringement of third-party rights.
Force majeure
Howden Risk Management is not responsible towards the Customer when circumstances occur after the agreement is made that prevent or delay Howden Risk Management's fulfillment of the agreement. Such circumstances include external events that humans cannot prevent, war, mobilization, breakdown of telecommunications/Customer infrastructure, external security incidents (e.g., hacker attacks, computer virus attacks, or destructive behavior by a third party), natural disasters, and weather conditions that make it impossible to fulfill the agreement, strikes, lockouts, fires, blockades, vandalism, orders from public authorities and/or rights holders, outbreaks of epidemics or pandemics, global health emergencies, and other circumstances that Howden Risk Management does not have direct control over.
Confidentiality
Confidentiality is a prerequisite for Howden Risk Management's work. All information received by Howden Risk Management in connection with the task solution is therefore treated confidentially.
Communication
Howden Risk Management prefers to communicate via email, and these emails are not encrypted unless otherwise agreed.
The relationship with ABR Simplified
ABR Simplified constitutes a supplement to the agreement entered into between Howden Risk Management and business customers/public authorities, as well as the Terms and Conditions. Prior to ABR Simplified, the following provisions take precedence: 1) the provisions of the agreement entered into, 2) any correspondence prior to entering into the agreement, and 3) the Terms and Conditions.
The following provisions in ABR Simplified are fully deviated from and thus do not apply to any agreement Howden Risk Management may enter into with business customers and public authorities: § 4, § 5, § 6, § 9, § 19, § 23, § 25, § 26, § 29, § 35, § 45, para. 2, § 46, § 47, § 48, § 49, § 50.
Choice of law and jurisdiction
Any dispute arising between Howden Risk Management and the Customer shall be governed by Danish law, except for international choice of law and jurisdiction provisions.
Any dispute that may arise between Howden Risk Management and business customers and/or public authorities shall – at Howden Risk Management's discretion – be settled by arbitration at the Arbitration Tribunal for Construction and Civil Engineering in accordance with the rules adopted by the arbitration tribunal, which are in force at the commencement of the arbitration.
Miscellaneous
If any part of the Terms is considered to be unlawful or invalid and thus unenforceable, this does not affect the validity and enforceability of the remaining part of the Terms.
These terms are valid from January 1, 2021.