Terms and conditions

Quotation and order confirmation

1.1 The Seller’s quotation is valid for a period of 7 days from the quotation issuance date only.
After the expiration of this deadline, the Seller’s quotation will automatically be withdrawn. The
Seller’s quotation may also be withdrawn if a delivery is sold out or if delivery conditions are
changed by e.g. a subcontractor.

1.2 The Seller reserves the right to make changes to the delivery until the time of delivery, in which
case the Seller is obliged to at least provide a corresponding service.

1.3 The Buyer may only invoke the terms set forth in this agreement or in any individual agreement
between the parties. Information that the Seller has provided orally, on the Internet, in brochures
etc. is thus irrelevant to the evaluation of the delivery.

1.4 An order is only binding after it has been approved by the Seller with an order confirmation by
e-mail, fax or letter.

 

Prices and place of delivery

2.1 Prices appear from the Seller’s current price list or from the order confirmation.

2.2 Delivery takes place EXW in accordance with Incoterms 2020, unless otherwise specified on
the order confirmation.

2.3 Delivery times are stated subject to any subcontractor delay. If the Seller becomes aware that
a subcontractor delay will occur or considers this probable, the Buyer will be notified immediately
with information about the expected new delivery time.

2.4 In the event of a significant delay on the part of the Seller, the Buyer has the right to cancel the
purchase. If ongoing delivery has been agreed, the Buyer is, however, only entitled to cancel with
regards to the delayed partial delivery.

2.5 The Seller may in no case be held liable for the Buyer’s indirect loss as a result of a delayed or
non-delivery. Furthermore, the Seller can only be held liable for direct losses if there is a material
breach of the agreement on the part of the Seller, provided that the Buyer can demonstrate the loss
incurred as a direct result of the delay.

 

Shipping, insurance etc.

3.1 The prices stated in the quotation are EXW (Incoterms 2020) and exclude costs for freight,
shipping, insurance, packaging, installation, VAT and any state taxes, unless otherwise agreed.
Fluctuations in exchange rates, taxes, insurance, shipping and purchasing costs can lead to an
adjustment of the price by the Seller.

 

Payment

4.1 The Seller’s payment terms are negotiated individually with any quotation.

4.2 If payment is not received upon the last timely payment date, and the delay is not due to
circumstances within the Seller’s control, the Seller is entitled to calculate default interest from the due date in accordance with the current interest rate of the Danish National Bank and to charge for
all invoiced and delivered goods, regardless of previously agreed credit terms.

 

Retention of title and security

5.1 The Seller retains ownership of the goods sold, regardless of whether delivery has taken place,
until the entire purchase price and any interest / fees have been paid.

5.2 The Seller is at all times during or after the conclusion of the agreement entitled to demand
satisfactory security for the Seller’s total costs in connection with the agreement.

 

Cancellation and change of orders

6.1 After the Seller has sent an order confirmation to the Buyer, the Buyer has no right to change
or cancel the order.

6.2 If the Buyer nevertheless chooses to cancel the order, the Buyer is obliged to compensate the
Seller’s lost profits.

 

Duty to investigate and complaint

7.1 The buyer must immediately upon delivery or receipt of the goods, and always before the
goods are used, review the delivered goods to ensure that they are without defects.

7.2 If the Buyer in during his/her examination of the goods finds that there are defects in the goods,
the Buyer must immediately notify the Seller of the defects. In the event of other defects, including
hidden defects, which only become apparent at a later date, the Buyer must notify the Seller of the
defect immediately after discovery and no later than 1 month after delivery has taken place.

7.3 If the Buyer fails to notify the Seller immediately after the Buyer has become aware of a defect,
the Buyer may not later invoke these defects against the Seller.

 

Missing

8.1 If the Buyer wishes to complain about any defects, a written complaint must be submitted
immediately after the defect has been discovered.

8.2 After the Seller has received a complaint about a defect which is considered covered by this
agreement, the Seller will either remedy the defect or issue a credit note of corresponding value.

 

Limitations of Liability

9.1 The Seller’s liability for defects may not exceed the Buyer’s total payment for the item.

9.2 The Seller is not liable for indirect losses, consequential damages, operating losses, loss of
data and costs for their recovery and loss of profits, regardless of whether this is due to simple or
gross negligence. To the extent that the Seller may be held liable to third parties, the Buyer is
obliged to indemnify the Seller to the extent that such liability extends beyond the limits set out
above.

 

Discharge – force majeure

10.1 Parties are exempt from liability should any of the following circumstances come into effect
after the conclusion of the agreement and prevent its fulfillment.

10.2 Labor disputes, strikes, lock-outs and any other circumstances beyond the control of the
parties, such as fire, epidemic, war, unforeseen military conscriptions of a similar magnitude, acts of
sabotage, seizure, currency restrictions, riots and unrest, lack of means of transport, general
shortages, restrictions on propellants, and deficiencies in the supply of subcontractors, or delays in
such deliveries due to any of the circumstances mentioned in this paragraph.

10.3 The party wishing to invoke any of the above circumstances must notify the other party as
soon as possible of the event which has occurred and when it is expected to cease.

10.4 Both parties are entitled, by written notice to the other, to terminate the agreement when its
fulfillment within a reasonable time becomes impossible due to any of the circumstances set forth in
p. 10.2.

 

Settlement of disputes

11.1 These conditions are subject to Danish law and jurisdiction.

11.2 Any dispute or disagreement that may arise in connection with this contract shall be resolved
through negotiation. If the parties do not succeed in finding an amicable solution to the dispute
through negotiation, either party is entitled to bring the matter to court in the place where the Seller
has its business domicile.

 

Export Controls and Trade Sanctions

12.1 The goods sold by the Seller may be subject to U.S. export control laws and regulations,
including the U.S. Export Administration Regulations (EAR), and trade sanctions administered by
the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). The Buyer shall comply
with all applicable export control and trade sanctions laws and regulations in connection with the
purchase, use, and any re-export of goods purchased from the Seller.

12.2 The Buyer represents and warrants that: (a) it is not located in, organized under the laws of,
or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions (currently
Cuba, Iran, North Korea, Russia, Belarus, and the Crimea, Donetsk, and Luhansk regions of
Ukraine); (b) it is not listed on, and is not 50% or more owned or controlled by any party listed on,
any U.S. government restricted party list, including OFAC’s Specially Designated Nationals and
Blocked Persons List or the U.S. Department of Commerce’s Entity List; and (c) the goods will not
be used in connection with the design, development, production, or use of nuclear, chemical, or
biological weapons or missiles capable of delivering such weapons.

12.3 The Buyer shall not re-export, directly or indirectly, any goods purchased from the Seller to
any destination, end-user, or end-use prohibited under applicable U.S. or other applicable export
control or trade sanctions laws and regulations, without first obtaining all required government
authorizations.

12.4 The Seller reserves the right to refuse, cancel, or withhold any order or delivery if, in the
Seller’s reasonable determination, proceeding with such order or delivery would violate, or create a
material risk of violation of, applicable export control or trade sanctions laws and regulations. In
such event, the Seller shall have no liability to the Buyer, including for cancellation under clause 6.

12.5 The Buyer shall indemnify and hold the Seller harmless from and against any fines, penalties,
losses, claims, or other liabilities arising from the Buyer’s breach of this Section 12 or violation of
applicable export control or trade sanctions laws and regulations.