Terms and conditions

General terms and conditions

1 Application

1.1 These General Terms and Conditions apply when the parties (”Parties”) - the buyer (”Buyer”) and the supplier - one or more companies in the Addtech Group (”Supplier”) have expressly agreed in writing or have otherwise entered into an agreement under which the General Terms and Conditions are deemed to be adopted.

Deviations from these General Terms and Conditions must be agreed in writing between the Parties to be valid. Accordingly, the Buyer's General Conditions must be adopted by an express written agreement between the Parties to be valid. If the Supplier has undertaken to carry out installation, service and maintenance of the Product, as defined in clause 1.2, or product development, the Special Conditions - Installation, the Special Conditions - Service and Maintenance, and the Special Conditions - Product Development, as attached, shall apply additionally.

1.2 In these General Terms and Conditions, ”Product(s)” means the products that Supplier undertakes to deliver to Buyer under an Agreement, as defined in clause 1.3.

1.3 In these General Terms and Conditions, “Agreement(s)” means each and every agreement entered into between the Buyer and the Supplier concerning the purchase and sale of Products under which these General Terms and Conditions are adopted as applicable. These General Conditions form an integral part of any such Agreement.

The Agreement, including the terms and conditions contained in these General Terms and Conditions, is solely between the Parties, and the Buyer is consequently not entitled to transfer its rights and obligations under the Agreement to a third party without the Supplier's consent.

2 Drawings, descriptions, other documents and software

2.1 Information about the Product is binding if expressly referred to in the Agreement. The information contained in catalogues, prospectuses etc. is approximate. Technical data is provided subject to design changes.

2.2 Drawings, descriptions, software and other technical documentation provided by one Party to the other Party may not be used for purposes other than those for which they were provided. Nor may the material be copied or reproduced in any other way without the consent of the Party that has provided the material.

2.3 No later than upon delivery, the Supplier shall make one or more copies, depending on what has been agreed, of drawings and/or other technical documents available to the Buyer free of charge so that the Buyer can ensure installation, commissioning, operation and maintenance (including ongoing repairs) of all parts of the Product. Other documents such as measurement protocols and certificates shall be made available by agreement against payment. The Supplier shall not be obliged to provide drawings and documents relating to the manufacture of the Product or spare parts. The Supplier may fulfil the obligations listed above by making the relevant information available on the Internet.

3 Delivery test

3.1 If delivery samples have been agreed, these must be carried out at the Buyer's premises at the Buyer's expense, however, not with regard to the Supplier's participation.

3.2 If the Parties have not agreed on the details of the technical requirements and how the delivery test shall be performed, the delivery test shall be performed in accordance with normal practice in the relevant industry in the Supplier's country.

The Supplier shall keep a record of the delivery test and the Purchaser shall have the record. If the Product does not conform with the agreed Product, the Supplier shall as soon as possible ensure that the Product conforms with the agreed Product if the deviation is not without significance for the use of the Product. The Buyer shall then be entitled to request a new delivery sample.

3.3 The buyer must notify whether or not the delivery sample has been approved no later than five days after the sample has been taken. The delivery sample shall be approved in the delivery protocol. The sample shall be deemed to be approved in whichever of the following circumstances occurs first:

1. Buyer approves the delivery sample
2. Buyer should have reasonably approved the delivery sample
3. Five days have passed since the test was performed and the Buyer has not raised any justified objections to the test
4. The product can be used as intended.

3.4 The Buyer shall always approve the delivery sample even if there is a deviation from what has been agreed if the deviation is not significant for the intended use.

3.5 Whether or not the Buyer has approved the delivery sample has no influence on his obligation to pay.

4. price and payment

4.1 Sales are made at the prices applied by the Supplier at the time of the conclusion of the Agreement. All prices are exclusive of VAT and other public taxes.

If underlying public taxes are changed after the time of placing the order or if an exchange rate changes more than 2% after the Buyer has received the Supplier's offer or similar, the Supplier is entitled to change the price until the time of invoicing. This applies regardless of whether the Parties have separately agreed on a specific price.

4.2 Payment shall be made against invoice. The Customer is not entitled to refrain from payment under any circumstances, including delays or defects. If payment is delayed, default interest will accrue from the due date. The default interest shall amount to the main refinancing facility of the European Central Bank applicable from time to time plus eight percentage points.

4.3 If it appears after the purchase that the Buyer's behaviour or financial circumstances are such that there is reason to believe that he will not pay in full, the Supplier shall be entitled to suspend performance and withhold performance and to demand payment or security as a condition for resuming delivery. If the Supplier has already dispatched the Product and it appears that the situation with the Buyer is as mentioned in the previous sentence, the Supplier shall be entitled to prevent the Product from being delivered to the Buyer.

The Supplier shall as soon as possible notify the Purchaser in writing of its decision to suspend performance.

4.4 The Supplier has the right to terminate the Agreement in writing if all or part of the purchase price has not been paid three months after the due date. In such cases, the Supplier is entitled to compensation for the damage it suffers. However, the compensation shall not exceed the purchase price of the Product(s) under the Agreement, except for accrued default interest.

5 Delivery and delivery time and limitation of liability

5.1 If a delivery clause has been agreed, it shall be interpreted in accordance with the INCOTERMS applicable at the time of the conclusion of the Agreement. If no delivery clause has been agreed, delivery shall be deemed to have taken place ”Ex Works”.

5.2 If delivery is to take place within a certain period of time, the time shall be calculated from the date on which the Agreement is entered into. However, the time limit does not begin to run until the Supplier has either received payment, if this is due before production commences, or has obtained the necessary licences and permits or has received the necessary technical data and instructions.

5.3 If delivery is delayed due to circumstances that constitute grounds for exemption under clause 11.1 or due to the Buyer's act or omission, the delivery time shall be extended to the extent deemed reasonable under the circumstances. The delivery time shall also be extended even if the cause of the delay occurs after the expiry of the originally agreed delivery time.

5.4 If the Supplier does not deliver the product on time, the Buyer is entitled to set a final reasonable deadline for delivery by written notice to the Supplier. If the Supplier does not deliver within this deadline either, the Buyer may terminate the Agreement by written notice to the Supplier.

5.5 If the Buyer cancels the Agreement in accordance with clause 5.4, it is entitled to compensation from the Supplier for the documented direct additional costs it has incurred by having to procure a similar product from another party, limited to a maximum of 7.5% of the price of the Product. The fact that more than one company in the Addtech Group may act as Supplier under an Agreement does not entitle the Buyer to receive the compensation described above for additional costs incurred for the replacement of a similar product more than once. If the Buyer does not cancel the Agreement, he is not entitled to any compensation as a result of the Supplier's delay.

5.6 If the Buyer fails to take delivery of the Product on the agreed date, payment shall nevertheless be made as if delivery had taken place as agreed, and the Buyer shall reimburse the Supplier for its direct additional costs, such as but not limited to transport, storage, handling, legal costs, etc.

6 Liability for defects and limitation of liability

6.1 A Product that does not comply with the agreed specification shall be deemed to be defective unless the deviation is of no significance to the intended use.

The Supplier's liability for defects is furthermore limited to defects attributable to faults in the design of the Product, in the materials used or in its manufacture.

6.2 Any information on the scope or application of the Product which does not form part of the specification and which the Supplier may have provided in any form whatsoever is to be regarded as recommendations only and the Supplier shall have no liability for such information.

6.3 The Supplier shall not be liable for defects caused by incorrect, ambiguous or incomplete information provided by the Buyer. Nor shall the Supplier be liable for defects caused by circumstances occurring after the risk for the Product has passed to the Buyer, such as, but not limited to, defects caused by normal wear and tear or deterioration. The Supplier's liability for defects shall only apply to defects which become apparent and about which the Buyer has complained within a period of one year from the date on which risk in the Product passed to the Buyer (the complaint period). Notwithstanding the above, the Supplier's liability for defects is limited to defects occurring within 1,760 hours of operation, or if the expected lifetime of the Product is shorter than the said number of hours, then to defects occurring during the expected lifetime of the Product.

The Supplier's liability for defects for wearing parts that normally last for less than one year shall only apply for the expected lifetime of such wearing parts.

If the Buyer complains about a Product within the expiry of the complaint period described above, the Buyer must (if necessary subject to their signing a confidentiality agreement) give the Supplier and any third parties authorised by the Supplier access to the application and/or the website to initiate an investigation of the Product complained about, including how it has been used.

Likewise, the Buyer shall make all relevant data related to the Product and its use (such as, but not limited to; Buyer's or third party's measurements, drawings, designs, operational approvals, and data sheets etc. that may assist in identifying the cause) available for the Supplier's investigations.

6.4 Within the complaint period, Supplier undertakes, free of charge and at its own discretion, either to deliver a new Product to replace a defective Product or to remedy the defect. The Supplier's obligation to remedy defects does not include an obligation to bear the costs of replacement media or replacement fluids, such as for example refrigerants. Rectification may take place either at the Supplier or at the Buyer, depending on what the Supplier considers most appropriate. For replacement products or parts made available to the Buyer by the Supplier, the complaint period stated in clause 6.3 applies. If the Supplier claims replaced parts or a replaced Product, the ownership of these or this shall accrue to the Supplier. The Buyer shall bear any costs of destruction.

6.5 Transport of defective parts or Products to Supplier is at Buyer's risk and expense, while transport of a replaced or repaired part or Product to the place of delivery is at Supplier's risk and expense. If the Supplier carries out remedial work at the Buyer's premises, the Buyer shall pay travelling expenses and board during travelling and working hours for the Supplier's personnel. The Buyer shall bear the additional costs arising from the Product being at a place other than the place of delivery.

6.6 If the Supplier does not deliver a replacement product or remedy the defect within a reasonable time after the Buyer has complained about the defect, the Buyer is entitled to terminate the Agreement in respect of the defective Product by written notice to the Supplier. If the Buyer cancels the Contract, he is entitled to compensation from the Supplier for the documented direct additional cost he has incurred by having to procure a similar product from another party, however limited to 7.5% of the price of the Product. The fact that the Buyer may have entered into an Agreement where more than one company in the Addtech Group acts as Supplier does not entitle him to receive the compensation described above for additional costs incurred for the replacement of a similar product more than once.

6.7 The Supplier shall be deemed to have fulfilled its obligation to remedy defects under the Agreement upon delivery of a duly repaired or replaced Product, or a duly repaired or replaced part of a Product. If disassembly or assembly involves interference with anything other than the Product, the Buyer shall be responsible for the labour and expenses arising therefrom.

6.8 The Buyer shall immediately upon receipt examine the Product in accordance with good business practice.

6.9 The Buyer cannot claim a defect if the Buyer has not notified the Supplier in writing within 15 days from the time when the defect was discovered or should have been discovered, but not later than the time specified in clause 6.3 above. If the Buyer makes an unjustified complaint about a defect, the Supplier is entitled to compensation for the costs incurred by the complaint.

6.10 The Supplier may, instead of repair or replacement, refund the purchase price. The Buyer must then hand over the Product in unchanged condition. If this is not possible, the Supplier shall be credited with an amount corresponding to the value of what is retained when settling the purchase price.

7 Liability for personal injury and property damage and limitation of liability

7.1 The Buyer shall indemnify the Supplier to the extent that the Supplier is held liable to a third party for such damage or loss for which the Supplier is not liable to the Buyer under clauses 7.2, 7.3 and 8.3.

7.2 The Supplier shall not be liable for property damage caused by the Product to real or personal property if the damage occurs while the Product is in the Buyer's possession or to products manufactured by the Buyer or to products incorporating the Buyer's products, or for damage to real or personal property caused by such products due to the Product.

7.3 The Supplier's liability for damage caused by the Product to persons or to immovable or movable property belonging to the Buyer or third parties shall in any event be limited to EUR

500,000 per claim. The Buyer shall indemnify the Supplier for any such liability exceeding the above amount.

7.4 If a third party makes a claim against the Supplier or the Buyer for compensation for damage or loss referred to in 7.2 or 7.3, the other party must be notified immediately.

7.5 The Supplier and the Buyer are obliged to be summoned to appear before the court or arbitration tribunal dealing with claims for damages against one of them if the basis of the claim is damage or loss alleged to have been caused by the delivered Product. However, the mutual relationship between the Supplier and the Buyer shall always be settled in the manner prescribed in this Agreement.

8 Damages and limitation of liability

8.1 In the event of delay or defects, the Buyer is entitled to compensation in accordance with the provisions of sections 5.5 and 6.6.

8.2 If the Supplier under an Agreement has developed a Product at its own expense in co-operation with the Buyer, the Supplier is not in any respect liable for delayed delivery or for defects in the Product. The same applies to Products that the Supplier has transferred or lent to the Buyer free of charge.

8.3 The Supplier cannot in any case be held liable for loss of production, loss of profit, operating loss or any other form of direct or indirect financial loss.

8.4 The Buyer's right to compensation is always limited to an amount corresponding to 7.5% of the purchase price of the Product. The limitation of liability shall remain in force also in the event of cancellation of the Agreement. The fact that the Buyer may have entered into an Agreement where more than one company in the Addtech Group acts as Supplier does not entitle him to receive such compensation more than once.

8.5 The Buyer cannot make any claims against the Supplier for delay or defects other than what is expressly stated in the Agreement. However, this limitation of the Supplier's liability does not apply if the Supplier is guilty of gross negligence.

9 Retention of title

9.1 The Product(s) remains the property of the Supplier until it/they has/have been paid in full. Thus, the Buyer may not transfer the Product(s) to a third party without the Supplier's consent until the Product(s) have been paid in full. If the Products are purchased with a view to the Buyer's resale of these, including by incorporation as a component in the Buyer's products, the Supplier may, until its delivery of the Products, require that the conditions for maintaining retention of title in consignment sales are complied with, including that the Products must be kept separate from the Buyer's other inventory, that the Buyer must pay for the Products as they are resold or incorporated in the Buyer's products, and that the Supplier must have access to check that such conditions are met.

10. Confidentiality

10.1 A Party may not, without the consent of the other Party, disclose documents to third parties or otherwise disclose confidential information about the Agreement or about the other Party, except to the extent necessary for the performance of the Agreement. The parties must impose a duty of confidentiality on their staff by entering into non-disclosure agreements with them, or otherwise ensure that the duty of confidentiality is observed. The duty of confidentiality does not apply to information that a Party can duly prove has come to its knowledge other than through the Agreement or that is generally known. The duty of confidentiality shall continue to apply even if the Agreement has otherwise been terminated.

11 Reason for exemption

11.1 Circumstances that prevent or significantly impede the fulfilment of a Party's obligations under the Agreement and over which the Party in question has no control, such as but not limited to lightning, fire, earthquake, flood, war, large-scale mobilisation or military call-ups, riots or civil commotion, requisitions, seizure, currency restrictions, epidemics, intervention by the authorities, fuel restrictions, general shortage of transport, goods or energy or strike, blockade, lockout or other labour dispute, regardless of whether the Party concerned is a party to the conflict or not, as well as failure or delay in delivery from subcontractors due to any of the above circumstances. The above circumstances shall relieve the Party concerned of its liability and entitle it to necessary extensions of time and to exemption from fines and other legal consequences. It is incumbent on the Party wishing to invoke a ground for exemption to notify the other Party in writing immediately after it has realised or should have realised that a ground for exemption existed.

11.2 If fulfilment of the Agreement is prevented for longer than six months due to the circumstances set out in clause 11.1, either Party is entitled, without liability for damages or otherwise, to withdraw from the Agreement.

11.3 The Supplier is similarly entitled to invoke clauses 11.1 and 11.2 in situations where the aforementioned circumstances do not prevent or significantly impede the fulfilment of its obligations under the Agreement, but increase the cost of fulfilment by more than 4%.

12 Export and import licences, certification etc.

12.1 The Supplier's obligation to deliver the Product is subject to the Supplier obtaining and maintaining the necessary export, import and re-export licences. If the necessary licences are not obtained, or if a licence already obtained is revoked, and there is no negligence on the part of the Supplier, the Supplier is released from its obligation to deliver the Product, and the Buyer may not hold the Supplier liable in such case.

12.2 The Buyer undertakes to assist to the extent necessary in obtaining an export or import licence for the purchased Product, and to obtain the necessary permits and comply with applicable regulations in the event of any re-export of the Product or of another product of which the purchased Product is wholly or partly a part.

12.3 The Buyer shall bear any costs for certification of the Product.

13 Intangible rights

13.1 ”Intellectual Property Rights” means all existing and future intellectual property rights of any kind, wherever in the world they may arise (and whether or not they are of a legal or economic nature and whether or not they are based on registration), including but not limited to copyright, database rights, design rights, trademark rights, patent rights, utility model rights, topography rights, know-how, trade secrets, company names and marketing law product protection.

13.2 Unless the Parties agree otherwise, each Party or that Party's licensors retain all rights to all technology and Intellectual Property Rights that may have belonged to that Party prior to the conclusion of the Agreement. The Supplier thus retains all Intellectual Property Rights associated with the Product(s). It is further agreed that all Intellectual Property Rights licensed by one Party to the other Party under the Agreement may not be transferred to a third party without the prior written consent of the Party that granted the licence. For the avoidance of doubt, it is added that the above does not affect the Buyer's acquisition of ownership of the Product(s) and consequently the Buyer's right to use and resell the Product(s) without restrictions.

13.3 The Supplier retains all Intellectual Property Rights associated with the Product(s) developed under the Agreement, regardless of whether the development in question was created by the Supplier alone or by the Parties jointly.

14 Choice of law and dispute resolution

14.1 Disputes concerning the Agreement shall be governed by Danish law, with the exception of the Danish conflict of laws rules.

14.2 Disputes concerning the Supplier's claim for damages for non-payment must, if the Supplier so chooses, be settled by the district court at the Supplier's registered office. Other disputes related to the Agreement, including disputes concerning the existence or validity of the Agreement, shall be finally settled by arbitration at the Danish Institute of Arbitration in accordance with its ”Rules for handling arbitration cases”. The arbitration meetings and oral proceedings shall be held in Copenhagen.

15 Cancellation of claims

15.1 Claims against the Supplier shall lapse if no court or arbitration proceedings in accordance with Clause 14.2 have been initiated within two years from the date of delivery of the Product.