1.1.

These general Terms of Sale and Delivery shall apply unless specifically derogated from by other written agreement.

2.1.

All sales are made at the prices and in the currency set out in the order confirmation or as agreed in writing. All prices are excl. VAT, public dues of any nature, packaging, transport etc. Price stipulations in price charts are without obligation and may at any time be changed without prior notice.

2.2.

Where there are considerable increases in seller´s raw material prices and/or semi-manufactured prices, or in general there are major increases in the production costs, seller is entitled to increase the agreed price by the same increase percentage as the evidenced increase in the costs concerned.

2.3.

Payment shall be made net cash not later than on delivery. On late payment, default interest is added at a rate of 15% p.a. If payment is not made on time or if buyer omits to take/receive the goods sold once buyer is committed to do so, seller is entitled immediately and without further notice to cancel the sale.

2.4.

The property in the goods sold shall in all respects remain with seller until buyer effectively has paid the purchase price and all other costs attached to the purchase.

3.1.

All stated times of delivery are approximate. Delivery within 14 days after the stated time of delivery is considered on time.

3.2.

All deliveries are made "EX WORKS" (INCOTERMS 2000). The risk of the goods purchased shall pass to buyer on delivery. In cases where buyer is committed to collect the goods and seller keeps them ready, the risk shall pass to buyer already at that time. If it is agreed that delivery is to take place from a site other than seller’s place of business, the transport is made to such site, incl. any loading, at buyer’s own risk.

4.1.

Immediately on receipt, buyer shall inspect the goods thoroughly to ensure that the goods are conforming to and delivered according to what has been agreed between buyer and seller. If buyer at that time believes that the goods sold do not conform to what has been agreed, buyer shall immediately notify seller in writing if he will rely on nonconformity.

4.2.

If in respect of seller’s goods or parts hereof buyer receives notice of lack of conformity from buyer’s own customers or other users of seller’s goods, buyer shall immediately pass such notice in writing/tender the notice to seller. If buyer does not observe this duty, buyer may not put forward any claims of nonconformity or compensation against seller at a later stage and in the mutual relationship between buyer and seller buyer shall indemnify seller for any claim rightly adjudicated directly from seller in favour of buyer’s customers.

4.3.

If within 12 months from the time of delivery buyer has not made a written notice of lack of conformity, buyer is in all respects prevented from relying on any nonconformity, compensation or guarantee claims or other remedies whatsoever.

5.1.

If it becomes apparent that the goods do not conform to what has been agreed, seller has the option to effect repairs or otherwise to redress. Only if within a reasonable time and on a reasonable number of repair attempts seller is not able to correct or make good the defect etc., buyer may arrange for repair by third party or claim a reduction in the purchase price. If buyer unjustly arranges for third party to repair, buyer cannot in such cases claim cover of his costs in respect thereof from seller. Buyer however shall always notify seller hereof prior to any repairs commenced by third party.

5.2.

Buyer carries the full risk that seller’s goods are suited for purposes particularly applicable for buyer.

6.1.

Seller is only liable for defects in seller’s goods if buyer has used the goods as prescribed and in a sound manner, and according to seller’s directions, if any. Seller’s liability is limited to defects in seller’s own goods and not to defects or faults that arise in connection with seller’s goods being incorporated in or to those of others.

6.2.

In no circumstances is seller liable for any loss on operations, time, profit margin or other indirect losses suffered by buyer or buyer’s customers or other users of seller’s goods. Buyer cannot claim compensation to cover the costs incidental to dismounting and remounting the objects or installations, in which the goods might be incorporated.

6.3.

To the extent that seller might be held liable towards third parties, buyer shall hold seller harmless to the extent such liability exceeds the limits set out in these Terms.

6.4.

In no event shall seller’s liability for the goods supplied exceed the total agreed price hereof.

7.1.

In the mutual relations between seller and buyer, seller excludes any liability for commercial property damage that might be attached to seller’s goods. If seller is met with claims for damages for commercial property damage from buyer’s customers, their customers or other later users of seller’s goods, buyer in the relations between seller and buyer is committed to indemnify seller for any such claim and to cover seller’s reasonable costs to any defence against that.

8.1.

All intellectual property rights to seller’s goods together with all material delivered in this connection belong to seller.

8.2.

Buyer has no right without seller’s written consent to grant third party knowledge of technical or commercial information, which according to their nature are confidential or which seller at the time of making the agreement or later had stated as confidential. All drawings, models, electronic media and other technical documents on the goods, which prior to or after the making of the agreement are handed from seller to buyer, remain the property of seller. Without seller’s consent said material may alone be applied for the proper use or resale of the goods.

9.1.

Seller or buyer according to these Terms of Sale and Delivery shall not be considered liable to the other party in circumstances beyond the control of the party and which the party by entering into these terms ought not to have taken into account and ought not to have avoided or overcome.

9.2.

Non-deliveries from sub-suppliers are comprised by 9.1..

9.3.

Force majeure in case of delay may be asserted in the number of working days at a maximum in which the force majeure situation lasts. Force majeure may only be claimed where the party in question has notified this in writing to the other party at the latest 10 working days after the party concerned became aware/ought to have become aware of the force majeure situation.

9.4.

The party not affected by the force majeure situation is entitled to cancel the order in case the agreed delivery time exceeds more than 60 working days in consequence of the force majeure.

9.5.

In case of such cancellation, both parties shall return without delay what they have received from the other party, and hereafter there exists no further claim between the parties

10.1.

Any dispute arising out of or in connection with agreements between seller and buyer shall be settled pursuant to Danish law at the district court where seller is domiciled or at the Maritime and Commercial Court of Copenhagen (Sø- og Handelsretten i København), at seller’s option.