Sales and Delivery Terms, 1. January 2007.

1.         QUOTATIONS

Quotations are binding only in writing. Unless otherwise agreed, quotations are valid for thirty (30) days. Unless otherwise agreed in writing, Sorø Stanseværk sells only on the basis of Sorø Stanseværk´s general sales and delivery terms. This also applies if orders are submitted on a standard form containing the customer’s delivery terms or in a manner refers to the customer’s sales and delivery terms.

 

2.         TECHNICAL DATA

All technical information and data apply only to the extent to which the information is supplied to Sorø Stanseværk in writing, and Sorø Stanseværk always requires the customer’s approval of drawings for special products to be made to the customer’s specifications. Sorø Stanseværk cannot accept responsibility for the accuracy of technical data supplied by the customer.

 

3.         PRICES

All Prices quoted are eksklusive of VAT but inklusive packaging. Unless otherwise agreed in writing, all prices are in Danish kroner. The customer is responsible for import VAT on exports to third countries, but Sorø Stanseværk will prepare pro forma invoices.

All orders are delivered at prices valid on the day of the order.

Discounts are offered only by special written agreement.

 

4.         DELIEVERY

Specified delivery terms apply only to written order confirmations. In the event of force majure, including production stops, public restrictions, lack of materials, delays in transport or other events over which Sorø Stanseværk has no control, Sorø Stanseværk shall be entitled to postpone delivery times by the duration of the event in question. Any such postponement to the delivery time shall be under the condition that Sorø Stanseværk advises the customer in writing within seven (7) days of the beginning of the event in question.

Unless otherwise agreed, deliveries are ex. factory.

Unless otherwise agreed in writing, Sorø Stanseværk sells all products on the conditions that Sorø Stanseværk retains the ownership of goods sold until the purchase price has been paid in full.

 

5.         RETRUN OF GOODS

Returned goods are accepted only by prior written agreement. Returned goods must always be accompanied by invoice or dispatch number. Current goods are credited less 30% of the invoice unless otherwise agreed in writing. Goods made to order and obsolete goods cannot be returned.

All returns are made at the customer’s expense and risk.

 

6.         PAYMENT

Terms of payment are nett cash unless otherwise agreed in writing.

Payments made after the due date incur interest at the rate of 1,5 % per month on the sum due.

In the event of any counterclaim, the customer may not, except in the case of a connected claim, offset the sum due.

 

7.         PRODUCT LIABILITY

To the extent that statutory provisions do not provide otherwise. Sorø Stanseværk’s product liability is as follows:

Sorø Stanseværk is liable for personal injury if it is proved that the injury is attributable to error or negligence on the part of Sorø Stanseværk or other parties for whom Sorø Stanseværk is responsible. Sorø Stanseværk is liable, under the same conditions applying to personal injury, for damage to property and chattels, including product manufactured by the customer and products into which these enter as components, to a maximum of 500.000 Danish kroner per event and 1.000.000 kroner per annum.

Sorø Stanseværk cannot accept liability for operating losses, loss of profit or other indirect losses.

To the extent to which product liability to third party may be imposed upon Sorø Stanseværk, the customer shall indemnify Sorø Stanseværk against claims to the same extent to which Sorø Stanseværk liability is limited under the preceding three sections. These limitations to Sorø Stanseværk´s liability shall not apply if Sorø Stanseværk is guilty of gross negligence.

If a claim of product liability under this provision is made against ether Sorø Stanseværk or Sorø Stanseværk’s customer by third party, the party concerned shall immediately advise the other party of the claim. Sorø Stanseværk and the customer are mutually bound to allow a claim made against one of the parties on the basis of an injury allegedly caused by the product to be heard in the court or the arbitration courts which handles the claim.

 

8.         DEFECTS AND DEFICIENCES

On receiving the goods, the customer shall make the required checks to verify that the goods are free of defects and deficiencies. The check shall include construction and manufacturing defects and/or defects in materials.

Sorø Stanseværk cannot be held liable if goods are found to have been damaged during transport. Except by special written agreement. Sorø Stanseværk cannot accept liability for the transport of goods to the place to the delivery.

If confirmed/visible defects or deficiencies are found, Sorø Stanseværk must be advised within eight (8) days receipts of the goods. Sorø Stanseværk’s liability

shall otherwise lapse.

Valid defects or deficiencies which are claimed by the customer will be remdied by Sorø Stanseværk by repair/or replacement at Sorø Stanseværk’s option. Sorø Stanseværk I liable only for the remedying of defects and deficiencies and the customer cannot claim compensation for any operating losses, loss of profit or other indirect losses, including consequential losses.

 

9.         JURISDICTION AND VENUE

Any disputes between customer and Sorø Stanseværk shall be resolved under Danish Law and, at the plaintiff’s option, in the first instance by the court in Sorø or the Maritime and Commercial Court in Copenhagen.

If the International Sale of Goods act is the basis of resolution of disputes under civil international legal provisions, the parties are agreed that the Danish version of the International Sales of Goods Act shall apply.

 

10.      COMPLAINTS

Complaints shall not be valid unless made in writing. If complaints are not made in writing or within the agreed or statutory limits, any claims Sorø Stanseværk shall lapse.

Sorø Stanseværk shall not be liable in cases where written directions given by Sorø Stanseværk concerning installation checking procedures, use and maintenance have not been followed.

The customer shall have the burden of proof in court that the direction’s given have been complied with. In cases where Sorø Stanseværk has not given directions, namely in cases involving special products made to the customer’s specification, that onus of proving that the goods have been handled responsibly with regard to installation, operation and maintenance shall rest with the customer.

 

11.      ANSVARSBEGRÆSNING

Sorø Stanseværk liability shall be limited to the value of the invoiced price of the defective goods, irrespective of the kind of nature of the defeat.