TERMS AND CONDITIONS OF SALE

1. General remarks

All deliveries and services are based on the following terms. Special agreements are only valid if agreed to by us in writing. Buyer’s terms, deviating from the following terms are thus excluded and invalid.

2. Quotations and orders

Unless otherwise agreed, all orders will be invoiced at the prices ruling at the date of delivery. Prices and delivery times are subject to strike or lock-out or any other cause or circumstance beyond our control. Quotations shall remain valid for a period of 3 months and shall be regarded as lapsed if no orders are made within that period. All documents are copyright protected and shall not be disclosed to any third party. Drawings and sketches, technical data, descriptions of weights, meausures and performances which are included in brochures, catalogues, circulars, advertisements, price lists or other documents enclosed to quotations are only advisory. Should an order need to be manufactured exclusively according to the specification of the buyer, such an order is irrevocable. Prior to production start, it will be possible to cancel such an order after our written confirmation. The buyer shall then have to pay us a compensation of 25 per cent of the gross order amount for preparing costs and loss of earnings.

3. Price calculation

Orders will be calculated in US dollar at the prices stated in the quotation less freight and taxes. Other currencies can be arranged for on request. Orders, for which no fixed prices are agreed to, will be invoiced at the prices ruling at the date of delivery. Prices quoted do however only apply to the volume and finish mentioned in the quotation. Should there be drawings or samples enclosed to the order, which deviate from the quotation and require more processing, we reserve the right to price increases. If material prices, standard wage rates, exchange rates or market prices should change after the prices are quoted, the buyer shall accept a corresponding price increase, without the agreement lapsing. If a calculating error is detected, a new agreement has to be entered, and the buyer has the option to cancel his order. If the buyer - after placing the order - should make requests which would change production costs or transport costs, we shall charge the buyer for arising extra costs. If, after an agreement is entered into, there should arise circumstances which – due to the buyer’s situation – raise doubts as to the security of our claims, we shall be entitled to demand prepayment or to revoke the delivery agreement.

4. Delivery times

Delivery time starts when the agreement is entered into, but not before the buyer has procured all necessary documents, approvals, accepts and specifications for all details in connection with the consignment, and not before we receive possible prepayments. We quote delivery times at the best of our judgement and for stock goods subject unsold. If delivery is delayed, the buyer shall grant us another 4 weeks for delivery. If still not delivered by that time, the buyer can – wholly or partially – revoke his order. We reserve the right to make partial deliveries and early deliveries. Compensation claims due to delay of delivery will not be met, unless it is proved that we acted with gross negligence. Production stops due to force majeure, fire, raw material shortages, strikes or lockouts or other circumstances beyond our control, shall prolong delivery times accordingly. This also applies for agreements with fixed delivery times.

5. Transfer of the risk

The risk for the consignment passes to the buyer according to the incoterms stated in the quotation or the order confirmation. Unless otherwise agreed, choice of packaging, method and means of transport is at our discretion. Should our products be damaged or destroyed before arrival due to force majeure or other unforeseen circumstances, we shall be entitled to compensation. For goods produced according to specifications of the buyer, we reserve the right to deliver up to 10 per cent more or less than ordered.

6. Terms of delivery and payment

Transport cost shall be paid according to the incoterms stated on the quotation or the order confirmation. Unless agreed otherwise, we will choose the transport method which we find appropriate. Packaging is invoiced separately. Invoices shall be settled within 30 days days from date of invoice, which corresponds to despatch date. Other, deviating requests for prices and credit require our written approval and must be stated in the quotation. If the invoice has not been settled at the due date, we are entitled to charge a monthly interest rate of 1 per cent until the full amount of the invoice is settled. We are entitled to change this interest rate at any time, with binding effect on the buyer, which shall be stated on the buyer’s statements of account. If the buyer should be delayed with due payments, or his financial position should decline, we shall be entitled to demand prepayment, irrespective of the terms of payment originally agreed on, before shipping the goods.

7. Reservation of property

We reserve the property in all goods of both shipped and future consignments until the buyer has settled all our claims, including interest rates on due payments according to the above-mentioned terms.

8. Complaints and defects

Complaints regarding sizes or number shall be made within 8 days from receipt of the goods, after which period complaints will be rejected. Complaints shall be followed by samples of a quantity which enables us a reliable judgement as to their justification. Defective goods will be replaced or repaired at our discretion. This does however not apply for goods which the buyer tried to alter or repair, or which have been treated, stored or used wrongly. Except for the above, we are not liable for any defects. Thus, the buyer cannot revoke the agreement, demand a price reduction or claim compensation as a result of defects. If the goods are shipped directly to third parties, the buyer still is responsible for the receipt/control of the goods. Goods which we have accepted as being defective, shall be returned immediately. If goods are not returned within 4 weeks from receipt of the goods, the claim of the buyer will terminate. Complaints do not change the buyer’s obligation to pay.

9. Product liability

For damages on objects determined for commercial use, we can only be held liable if proven that damage is caused by our fault or neglect, or the fault or neglect of any third party, for which we are liable. We cannot be held liable for damages on products manufactured by the buyer, or damages on products, which contain such products. We cannot be held liable for operating losses, losses of profit or any other indirect loss. Our liability cannot exceed DKK 2,000,000.00 per damage, and we shall only be liable for one year after the goods have been delivered to the buyer. If we should be held liable by any third party, the buyer shall have to pay the amount exceeding the above-mentioned sum. For personal damages or damages on objects determined for non-commercial use, we shall be liable in accordance with applying law. If it should come to his notice that there occurred a damage, owing to our product - or if any third party should allege so – or that there is a risk of such a damage occurring, the buyer has to give us immediate written notice hereof. This, however, does not relieve him from his duty to take the necessary measures to prevent or limitate such a damage. The buyer shall be subject to the same form and forum of litigation as we are in a possbile lawsuit concerning product liabililty.

10. Returning of Goods

We do not accept that goods ordered and delivered are returned without prior agreement. If wrong of defective goods are to be returned on the basis of an accepted complaint, the goods shall be returned according to our prescription in each case.

11. Special Goods

Goods which are specially produced for one buyer, are to be taken wholly and totally when we judge that the buyer has stopped ordering or when a special framework agreement expires.

12. Immaterial Rights

The buyer shall not produce or sell products which are indentical with our products, if this infringes our industrial property rights or copy rights. Thus, we retain the industrial property rights of the design of the goods delivered; any infringement of these rights will be regarded unlawful and entitle us to cancel our agreement with the buyer, both as regards goods delivered and goods to be delivered. We are entitled to sue both the buyer and his new supplier for damages/compensation according to the losses occurred in connection with such an infringement and cancellation of orders.

13. Legal disputes – jurisdiction

All legal disputes shall be subject to Georgia and United States Law. The Georgia Courts are to have jurisdiction accordingly.