Within the Nordics, CWW aligns our Terms of Service as follows:
Freight Forwarding, logistics services, customs services, and warehousing are governed by the General Conditions of the Nordic Association of Freight Forwarders (NSAB 2015), latest version.
NSAB 2015 applies to all services performed by Crane Worldwide Logistics Denmark A/S, including but not limited to freight forwarding and transport management, customs clearance and related compliance services, warehousing and storage, and supply chain and advisory services.
NOW THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties, intending to be legally bound, agree that the following terms and conditions shall govern in all cases where Vendor provides Services to CWW during the Term:
Invoicing & Payment: Vendor will invoice for all goods and services provided hereunder within one hundred twenty (120) days of providing same. After expiration of that time, Vendor waives the right to receive payment for such goods and services. Payments shall be made within forty-five (45) days of receipt of valid invoice.
Nature of Agreement: Nothing herein shall be construed to require CWW to purchase any particular quantity of goods and services from Vendor. This is a non-exclusive agreement and CWW may purchase the same or similar products and services provide by Vendor from other vendors.
Term: This Agreement shall be for a term of one year from the date of approval by CWW of the Vendor Application, subject to early termination as set forth below. The term shall automatically renew for successive one (1) year terms thereafter unless either party provides timely written notice of non-renewal.
Assignment: This Agreement may not be assigned by Vendor in whole or in part without the prior written consent of CWW. Vendor shall not assign any payment or rights to payment due hereunder to any third party.
Termination: CWW may terminate the Agreement without cause on no less than fifteen (15) days prior written notice to Vendor. Vendor may terminate this Agreement upon written notice to CWW if CWW has breached any terms and such breach has not been cured within thirty (30) days after receipt of written notice.
Warranties: Vendor represents, covenants, and warrants to the Company that Vendor and its employees and agents possess the resources and skills necessary to perform the services to be provided hereunder; such services will conform to the highest standards of the applicable industry and all applicable laws and regulations; and all goods provided hereunder will be of high quality, merchantable, free from defects, free from claims of infringement and fit and safe for the purpose intended.
Insurance: During the term of this Agreement, Vendor shall maintain, at its own cost, insurance in types and amounts sufficient to cover Vendor's liabilities arising out of or related to the Services, including any liability assumed by Vendor under this Agreement, and shall in no event be less than the greater of the minimum insurance required by applicable law, the amount reasonably sufficient to respond to Vendor's potential liability under mandatory transport convention, statute, regulation, applicable standard trading conditions, contractual liability regime, or the minimum limits stated in this Section.
Indemnification: Vendor shall be responsible for and shall indemnify, defend and hold CWW, its affiliated entities, and their employees and agents harmless from and against any and all losses, judgments, claims, or damages, including reasonable attorneys' fees and court costs, arising out of or resulting from Vendor acts or omissions, failure to comply with laws, breach of warranty, obligation or covenant, or any claim by a Vendor employee alleging an employment relationship with CWW.
Liability: All services provided by Vendor on behalf of CWW are subject to the liability regime set out in NSAB 2015. Vendor's liability for losses arising from gross negligence and/or willful misconduct of Vendor, including Vendor personnel, representatives, subcontracted agents or partners, will be full indemnification of CWW.
Consequential Damages: IN NO EVENT SHALL CWW BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES IN CONNECTION WITH THIS AGREEMENT OR THE GOODS AND SERVICES PROVIDED HEREUNDER.
Jurisdiction and Venue: This Agreement and all claims or causes of action arising hereunder shall be governed by and construed in accordance with the laws of Denmark. The Parties submit to exclusive jurisdiction in courts located in Copenhagen.
Solicitation of CWW Employees: Vendor agrees that it shall not during the term of this Agreement and for a period of one year thereafter directly or indirectly solicit, contact, hire or entice any employee of CWW for possible employment or engagement by Vendor or its affiliates or to terminate employment with CWW.
Gifts: Supplier agrees that it shall not give gifts of any kind or nature, except those of a promotional nature having a nominal value of less than $25, to any CWW employee.
Confidentiality: Vendor shall not disclose to any third party any information concerning customers, trade secrets, methods, processes or procedures, or any other confidential, financial or business information of CWW that it learns during the course of the provision of Services, nor shall Vendor use such information for any purpose other than in furtherance of this Agreement without prior written consent of CWW.
Audits: Vendor shall retain complete and accurate records of the services or product provided and amounts billed hereunder for a period of three (3) years after such records are created. Upon prior notice, Vendor shall provide CWW or any designee reasonable access to such records for audits or inspections.
Independent Contractor: Vendor is an independent contractor and under no circumstances shall any Vendor employees be deemed employees of CWW. Vendor has no authority to act as the agent for CWW or to make commitments for the account of CWW.
Data Protection: Data Protection Law means all applicable legislation relating to data protection and privacy, including Regulation (EU) 2016/679 (General Data Protection Regulation - GDPR), and any applicable national implementing legislation in Denmark, as amended or replaced from time to time.
Where Crane Worldwide Logistics Denmark A/S or its representatives provide Vendor with access to or information constituting Personal Data, Vendor shall process such Personal Data solely for the purpose of performing the Services and in accordance with documented instructions from CWW; ensure access is limited to personnel who require it; implement appropriate technical and organisational measures; and ensure ongoing confidentiality, integrity, availability and resilience of processing systems and services.
Authorization: This Vendor Application and Agreement and any other agreements between CWW and Vendor shall only be valid and enforceable if executed by the authorized signatories.
Vendor Representation: Vendor represents that all information provided to CWW as part of the Vendor Application is true and correct and can be relied upon by CWW in evaluating such application.
Vendor Code of Conduct: Vendor represents and warrants that it is in permanent compliance with the Crane Worldwide Vendor Code of Conduct.
Compliance with Laws: Vendor warrants that no applicable laws and regulations shall be violated in the provision of the Services and that Vendor shall comply with all applicable laws and regulations which may apply to Vendor in connection with this Agreement.
Miscellaneous: Failure of either party to enforce rights under this Agreement shall not be construed as a waiver. If any provision is found unenforceable, the remainder shall continue in full force and effect. In any controversy, claim or dispute arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable expenses, attorneys' fees, and costs.