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General Conditions of Sale and Delivery

1.1. Similar to NLM 94, these General Conditions of Sale and Delivery apply to all quotations, sales and deliveries between Tool Denmark A/S (the Seller/Supplier) and the company's customers (the Buyer), unless otherwise expressly agreed. In the event of a disparity between NLM 94 and Tool Denmark's General Conditions of Sale and Delivery, these general conditions shall apply, as the Seller's confirmation of order includes detailed agreed terms and these General Conditions of Sale and Delivery.

1.2. Sections 33–36 of NLM 94 notwithstanding, all agreements between the Seller and the Buyer, including the original agreement, confirmation of order, and any agreements to modify previous agreements, are only valid upon the written acceptance of the Seller.

1.3. The terms of purchase and sale or other general conditions sent by the Buyer are only valid if the Seller has expressly entered into an agreement to this effect in writing.

1.4. If the Seller issues a quotation which does not indicate a specific acceptance deadline, the quotation will cease to apply if acceptance is not received by the Seller no later than four (4) weeks from the date of the quotation.

Prices

2.1. All prices are current prices exclusive of VAT. Prices are ex works and do not include packaging or any technicians' assistance, unless otherwise agreed in writing.

Drawings and specifications

3.1. All information in catalogues, prospectuses, advertisements, pictorial material and the like is solely descriptive and is therefore not binding.

3.2. The Seller reserves the right to change the specifications of the agreement without notice, if this can be done without inconvenience to the Buyer.

3.3. All drawings and technical documents which are transferred to the other party before or after the conclusion of the agreement belong to the party which issued the material. Drawings, technical documents or other technical information received may only be used for the performance of the delivery. Other use, including copying or transfer to a third party, is unlawful.

3.4. The Seller shall provide the Buyer with a copy of technical information and drawings no later than at the time of delivery so that the Buyer can carry out installation, start-up, operation and maintenance (including ongoing repair) of the scope of supply. Other than this, the Seller is not under an obligation to issue material.

3.5. If the Seller develops and delivers a special tool, including the development of special methods or materials, for the Buyer, the Seller retains all rights, including copyright and other intellectual property rights, etc., to the product, the method of manufacture, etc., unless otherwise expressly agreed.

Buyer's notification obligation

4.1. Before the Seller issues a final quotation, the Buyer is under an obligation to provide in writing all information about the machine's technical specifications, including a mounting system, and information about dimensions, tolerances and material grade of the products which the Buyer intends to produce by means of the product to be delivered.

4.2. The Buyer's information is to be enclosed with the confirmation of order as an appendix.

Delivery

5.1. Delivery is considered as taking place ex works. The risk transfers to the Buyer at the time of delivery. For delivered goods which are to be installed by the Seller, the goods sold are considered delivered once the handover test has been carried out, cf. clause 7.1. If installation, testing and adjustment cannot be carried out due to circumstances of the Buyer, the delivery is regarded as having taken place eight (8) days after the Seller has notified the Buyer in writing that the scope of supply is ready for installation.

5.2. The Buyer bears the risk for the scope of supply during its shipment, regardless of whether "delivery ex works" has been agreed.

Delivery time

6.1. The delivery time is set according to the best estimate of the Seller in accordance with the conditions existing at the time of the quotation's issuance and/or the issuance of the confirmation of order. Delivery time is reckoned from the day on which agreement is reached concerning the implementation and composition of the delivery.

6.2. If "delivery in week no. ..." is agreed, timely delivery is deemed to have occurred provided that delivery was made no later than the Friday of the week in question. Unless otherwise agreed in writing, postponement of the last timely date of delivery by eight (8) days due to the Seller's circumstances shall be regarded as on-time delivery in every respect, and the Buyer may not cite this reason to exercise any remedies vis-à-vis the Seller.

6.3. Any overrun of the delivery time involving all or part of the scope of supply where such overrun is not due to gross negligence on the part of the Seller does not entitle the Buyer to rescind the contract, nor is the Buyer released from complying with the terms of payment.

6.4. A delay in delivery due to the circumstances specified in clause 11 is not considered a delay and therefore does not entitle the Buyer to compensation or the right to rescind. However, both parties may annul the agreement without liability when the duration of the obstacle exceeds three (3) months. This provision shall apply, regardless of whether the cause of the delay occurs before or after the expiry of the delivery time agreed.

6.5. If the Seller is able to foresee that the Seller will be unable to comply with the last agreed date of delivery with the addition of eight (8) days, the Seller shall notify the Buyer of this without undue delay and at the same time specify the cause of the postponement and as far as possible the date and time at which the delivery can now be expected.

6.6. In the event of any delay, and the provisions cited in Sections 43–49 of NLM 94 notwithstanding, the Buyer may not claim combined compensation which exceeds the contractual penalty laid down in Section 47 of NLM 94. Thus, in the event of a delay, the maximum compensation the Buyer may claim is equivalent to 0.5% of the invoice sum per week, up to a maximum of 5.0% of the total purchase price.

Handover test

7.1. A handover test shall be carried out by the Seller on the Seller's premises and during ordinary working hours.

7.2. The Buyer shall place materials, cf. clause 4, at the disposal of the Seller for the carrying out of the handover test.

7.3. The handover test is to be carried out by the Seller without the Buyer being present. If the Buyer is not represented at the handover test, the Seller shall hand over the testing protocol to the Buyer, who cannot dispute its correctness if the Buyer does not attend the test despite being summoned.

7.4. If the scope of supply does not appear to meet the specifications of the contract at the handover test, the Seller shall take steps to bring the scope of supply in line with the contract as soon as possible. The Buyer may subsequently demand that a new handover test be carried out. If the deficiency is insignificant, a new handover test may not be demanded, however.

7.5. For the delivery of standard tools, the scope of supply shall comply with the tolerances agreed at the handover test; if this is not the case, the Seller shall bring the handover test into conformity with the contract. For the delivery of special tools according to the Buyer's instructions, the Seller is not bound by the fulfilment of tolerance requirements without a separate agreement to this effect and in return for a separately agreed price for this.

Payment

8.1. Fixed payments fall due for payment fourteen (14) days after the invoice date. Payments on account fall due for payment eight (8) days after the invoice date.

8.2. If the Buyer fails to pay on time, the Seller is entitled to charge interest on the sum due in the amount of 1.5% per month or any part thereof from the due date and up until payment is received in accordance with the provisions of the Danish Interest Act.

8.3. For the sending of reminder letters resulting from the failure to pay owed amounts, Tool Denmark A/S is entitled to charge a reminder fee in accordance with the Danish act on interest for delayed payment, etc. (the charge currently amounts to DKK 100.00 exclusive of VAT). The customer may at the most be charged three (3) reminder fees concerning the same output. For failure to pay owed amounts, Tool Denmark A/S is also entitled to charge payment for Tool Denmark A/S's reasonable and relevant collection costs in accordance with the Danish act on interest for delayed payment, etc. If the customer's failure to pay continues or if the customer fails to enter into an agreement or settlement concerning said payment, the matter will be transferred to legal debt recovery by means of a lawyer. The costs for legal debt recovery will also be charged to the customer. An attempt will be made to collect the sum pursuant to Danish legislation. Moreover, Tool Denmark A/S is entitled to choose the legal venue.

8.4. The Buyer may not offset payment in the purchase sum by deducting any claims which the Buyer may have vis-à-vis the Seller for other legal matters, and the Buyer may not withhold the goods purchased for such counterclaims.

8.5. The Seller may without notice annul a concluded delivery contract in cases where the amount due to Tool Denmark pursuant to the confirmation of order cannot be credit-insured on normal terms.

Retention of title

9.1. The Parties agree that title to the goods sold shall remain with the Seller until the entire purchase sum has been paid and, until then, the Buyer is therefore not entitled to sell, mortgage, lease, lend, give away, store or otherwise similarly dispose of the goods.

9.2. Until title is transferred to the Buyer, the Buyer is under an obligation only to use the goods sold in a proper manner, to maintain the goods, and, at the Buyer's own expense, to keep the goods insured at full value against loss caused by fire, water and theft, as well as also to insure the goods against any other loss. At the request of the Seller, the Buyer is under an obligation to sign a mortgagee clause. The Buyer may not transfer the use of the goods sold to other parties outside the Buyer's place of business before ownership has been transferred to the Buyer, nor may the goods sold be relocated outside the judicial district without the written consent of the Seller. The Seller is entitled to inspect the goods at any time. The Buyer is liable vis-à-vis the Seller for any damage to the goods purchased.

9.3. If the output dealt with in the contract is not paid for punctually or if the Buyer otherwise commits a breach of any other provision of the contract, the Seller is entitled to file legal action with the bailiff's court to repossess the goods sold or to demand the repayment of the residual claim specified in accordance with the Danish Credit Agreement Act. If the breach comprises disregard of the payment obligation, the Seller is entitled to repossess the goods sold or claim the repayment of its residual claim when the Buyer fails to pay instalments and/or interest for thirty (30) days after the due date, and when this sum amounts to at least one-tenth (1/10th) of the total sum to be paid, or if the sum includes several instalments, at least one-twentieth (1/20th) of the total sum to be paid or constitutes the entire residual claim, cf. Sections 29 and 49 of the Danish Credit Agreement Act.

9.4. If the Buyer wishes to repay its debt, regardless of whether this is due in respect of part or full payment, the credit costs are to be determined in accordance with the Danish Credit Agreement Act, cf. Sections 49, 26 and 27 of the Danish Credit Agreement Act.

9.5. Incoming payments will first be applied to write off claims arising from the repair of the goods sold or other measures taken in this respect; in this situation, the payment scheme will be correspondingly extended, cf. Sections 49 and 28(3) of the Danish Credit Agreement Act.

9.6. If several goods have been sold by means of the same contract, these are jointly liable for the Buyer's residual claim.

9.7. The Buyer solemnly declares that the goods purchased shall not be placed in a completely or partly erected building which belongs to the Buyer, for use for the building.

9.8. The Buyer solemnly declares that the Buyer does not conduct commerce involving the same goods of the same type as the goods purchased and that the Buyer is not employed within the same sector.

9.9. The Buyer solemnly declares that the goods purchased are intended for commercial use.

9.10. The Buyer – which declares that it is legally competent, that it has not filed for suspension of payments and that it is not in bankruptcy – is under an obligation to comply closely with the provisions of the contract, the contents of which are known to the Buyer and of which the Buyer has received a copy.

Complaints & deficiencies

10.1. If the Buyer wishes to cite a deficiency, this must be cited in writing no later than eight (8) days after the date on which the Buyer discovered or should have discovered the deficiency concerned, with a specification of what constitutes the deficiency.

10.2. Up to one (1) year after delivery, the Seller is under an obligation to remedy deficiencies arising from ascertained defects in material, design, construction or execution. The Seller has the option to replace and/or repair defective parts free of charge.

10.3. If the Buyer fails to file a complaint in accordance with the above, breach cannot be claimed subsequently.

10.4. The Seller's liability ceases if the Seller does not have the opportunity to inspect the defect before an intervention into the scope of supply is carried out. Moreover, the Seller's liability is contingent on the Buyer not having carried out any design-related or structural change to the goods delivered, not having repaired these with non-original spare parts and not having disregarded the Seller's instructions concerning installation, operation and service. Deficiencies which arise as a result of overload, unusual use or ordinary wear and tear are not covered by the Seller's liability.

10.5. Repair must be carried out on the Seller's premises, unless the Seller deems it expedient to carry out the repair on the Buyer's premises.

10.6. If the disassembly and assembly of the deliverables requires special technical knowledge, the Seller is under an obligation to carry out such disassembly and assembly or to have such disassembly and assembly carried out, but the Buyer shall defray all expenditure for wages, etc., relating to this. If expert knowledge is not required, the Seller's obligation regarding the deficient part is fulfilled when the Seller delivers a duly repaired or new part to the Buyer. If any disassembly and assembly involves intervention in elements outside the scope of supply, the work and costs relating to this are of no concern to the Seller.

10.7. Shipment to and from the Seller for the purpose of rebuilding or remedying deficiencies is at the Buyer's own expense and risk. The Buyer is responsible for the shipment in accordance with the Seller's instructions.

10.8. Unless otherwise agreed, the Buyer shall defray the extra costs incurred by the Seller for the repair, disassembly, assembly and shipment as a result of the scope of supply being at a location other than the destination specified or – if no such destination was specified – other than the place of delivery.

10.9. Defective parts to be replaced are to be placed at the Seller's disposal and remain the property of the Seller.

10.10. The Buyer's compensation claim for deficiencies may not exceed the purchase price.

Exemption from liability (force majeure)

11.1. The following circumstances lead to exemption from liability for the Seller provided that they prevent the performance of the contract or make the performance unreasonably onerous: a shortage of materials or personnel; a delay by external suppliers; strike; lockout or other operational interruption; or other causes as specified in Section 68 of NLM 94.

11.2. It is incumbent upon the Seller to notify the Buyer without undue delay of any circumstances specified in the previous clause 11.1 which arise.

Limitation of liability in general

12.1. The Seller cannot be held liable for operating loss, loss of profit, loss of time or other indirect loss arising from the non-performance of the agreement, including indirect loss arising from delay or deficiency in the goods sold.

12.2. If the scope of supply is carried out on the basis of the Buyer's drawings, the Seller is not liable for deficiencies in the scope of supply if these are due to error in this material, nor is the Seller liable for delay caused by the fact that the Buyer's drawings and specification have not been satisfactory for carrying out the scope of supply. To the extent that the scope of supply is manufactured according to the Buyer's instructions and/or drawings, the Buyer is under an obligation to indemnify the Seller for any claims that may be filed vis-à-vis the Seller due to a violation of third-party rights, including intellectual property rights, patent rights, etc.

Product liability

13.1. The Seller liability for personal injury is limited strictly to the mandatory provisions in the Danish Product Liability Act.

13.2. The Seller is not liable for damage to real property, movables, products which are manufactured/processed by the Buyer or products in which these are incorporated.

13.3. If third-party product liability is imposed on the Seller, the Buyer is obliged to indemnify the Seller to the same extent to which the Seller's liability is limited in this provision. The limitations to the Seller's liability do not apply if the Seller is guilty of gross negligence. In the event that a claim is filed against the Seller by a third party, the Buyer is thus under an obligation to indemnify the Seller for the said claim, including any costs incurred by the Seller as a result of making the claim.

13.4. If a third party claims compensation from either party pursuant to this clause, the said party shall inform the other party of this immediately.

13.5. The Seller and the Buyer are reciprocally bound to allow legal action to be brought against either party in a court of law or court of arbitration which hears the claim for compensation on the basis of a loss which is claimed to have been caused by the scope of supply.

13.6. The Seller is not liable for operating loss, loss of earnings or other indirect loss.

Used tools

14.1. If, in connection with an agreement concerning the sale of tools, it is agreed that the Seller, as part of the payment for the supply of goods sold, shall accept the return of used tools, the agreement on the part of the Seller is contingent on the Buyer having stated any deficiencies in the used tool, its fitness for purpose and existing protection measures for the used tool. The Buyer vouches for the fact that the used tool is free of any charge of encumbrance and is not part of a machine which is encumbered. It is required that the tool received in exchange is in the same condition at the time of handover as it was at the time of the agreement.

14.2. If the Seller is responsible for disassembly, the Buyer is under an obligation both during and outside ordinary working hours to allow the Seller's personnel to disassemble the tool on the machine in question in the manner which the Seller considers most expedient.

14.3. Unless otherwise agreed in writing, used tools are to be sold as is and as known to the Buyer, without liability for the Seller for any deficiencies, except for fraud and defective title. Any added costs for assembly are of no concern to the Seller.

Transportation, rights and obligations

15.1. The Seller is entitled to transfer its rights and obligations pursuant to the contract to a third party.

Disputes and legal venue

16.1. In the event of a disagreement between the Parties, disputes shall be settled pursuant to Danish law by the Court of Odense or the Eastern High Court/Maritime and Commercial Court, depending on the nature and value of the object.

16.2. However, pursuant to the provisions of Sections 71–72 of NLM 94, the Seller may require the dispute to be settled by a Danish court of arbitration in accordance with the rules in force at any time to this effect.

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