Quotation and Order Confirmation

1.1 Each and every quotation is only valid within the validity period indicated in the quotation.

1.2 Orders are binding to the seller only when they have been accepted in writing by the seller and when the order confirmation is furnished with the seller's


1.3 Orally agreed changes to specifications for any parts ordered must be confirmed by the seller in writing in order to be valid.

1.4 Orders only include the parts and/or services specifically mentioned in the order confirmation.

Drawings and Descriptions

2.1 Drawings, proposals and descriptions are the property of the seller and covered by his copyright and may therefore not be copied, submitted to competing

companies or implemented without the prior permission of the seller.

2.2 Technical data listed in the seller's catalogues and other printed matter, including drawings and illustrations, are subject to alteration as the seller reserves

the right to make changes when necessary.


3.1 The agreed price appears from the order confirmation, but the seller reserves the right to make price changes as a consequence of fluctuating exchange rates.

3.2 Unless otherwise expressly agreed, all consignments are sent on Incoterms conditions ex works, i.e. at buyer's own account and risk.

3.3 Unless otherwise agreed, any insurance is taken out only by the buyer.


4.1 The packaging is paid by the buyer and is not returnable.

4.2 The packaging type is determined solely by the seller unless the buyer has specific demands and these are included the agreement.


5.1 Delivery time, i.e. the shipping date from the seller's premises, is calculated from the date on which all details concerning the delivery have been agreed

on, included that buyer has fulfilled the agreed payment conditions, and that buyer has obtained any necessary import permission.

5.2 The agreed shipping time is indicated by the seller subject to reservation as to strikes, lockouts or other force majeure, including our suppliers' failure to deliver.

5.3 Any delay in the dispatch time does not give the buyer the right to cancel the order or refuse to take receipt of the goods. Nor is the buyer released from fulfilling the payment conditions.

5.4 In the event of delay, no compensation for loss of earnings or profits or other expenses due to delayed delivery will be paid.

5.5 The delivery may be suspended as long as the buyer fails to fulfill any obligation towards the seller, irrespective of whether the non-fulfillment is connected with the actual delivery.

5.6 If the buyer's ability to pay at the due date is in question, no matter for which reason, the seller has the right to deny delivery until the buyer has provided reasonable security of payment as determined by the seller.

5.7 If delivery is delayed for reasons caused by the buyer, the buyer is obliged to pay at the agreed payment due date and to pay the seller's storage expenses, as specified by the seller, and at the storage prices determined by the seller. This applies irrespective of whether the seller is paying re-transportation and insurance expenses for the goods and/or whether seller is undertaking to ship the goods to the buyer.

5.8 The agreement cannot be cancelled without the approval of the seller, and the seller must be compensated for any expenses which may have been incurred in connection with the deal.

Special Conditions of Installation

6.1 Installation and mounting of the sold goods are paid for by the customer as per account rendered unless otherwise expressly agreed. Expenses include all

travel expenses for the seller's staff, including expenses for board and lodging, wages, subsistence money and travel allowances. The seller has the right to demand extra payment if the installation period is prolonged due to reasons for which the buyer is responsible.

6.2 Unless otherwise agreed on, the buyer must provide the necessary manpower for the seller, and the seller will specify his manpower requirements with a

week's notice. During the installation period, the buyer must also provide the seller with the necessary installation equipment, such as cranes, scaffolds,

lifting devices (if necessary) and equipment for internal transport and other tools, insofar as such equipment is necessary to carry out the installation.

6.3 When the goods have been mounted, a trial run of the sold equipment will be made. The seller will inform the buyer that the order is ready for implementation.

The parties shall then jointly decide on an acceptance date. The tests will be carried out in the presence of representatives of both seller and buyer.

A test report will be prepared and signed by the parties, and insofar as any deficiencies are ascertained and corrections are found to be necessary, these will be noted in the report. If, at the time of the acceptance test, the sold goods prove not to be according to contract, the seller must as soon as possible and at his own expense bring the goods in order according to the contract after which a new acceptance test is scheduled. The buyer is considered to have taken over the equipment as soon as the acceptance test is approved and the equipment is operational. If installation is included, the risk of the delivered goods is transferred to the buyer when he takes possession of the goods, unless otherwise agreed.


7.1 The sold goods will remain the property of the seller until payment of the full purchase sum according to the agreement.

7.2 The buyer is obliged to keep the goods insured at their total and new value until such time as payment has been made.

Terms of Payment

8.1 The invoice, which is issued by the seller, is to be paid net cash at his address at the acceptance of the sold goods by the buyer, unless otherwise agreed upon in writing.

8.2 In case the buyer does not pay in time according to the agreement, the seller has the right to charge a penalty interest from the due date equivalent to the seller's penalty interest rate which is valid at the time.

Defects and Deficiencies

9.1 Unless otherwise agreed, the seller is obliged to remedy all defects and deficiencies due to faulty construction, defective materials and deficient manufacture within one year of shipment or, where installation is included, one year from final acceptance.

9.2 The above obligation to remedy is only applicable to daily operation of the sold equipment during max. 8 hours/day.

9.3 The seller's responsibility only applies to deficiencies about which the buyer has lodged a complaint at the latest 14 days after the buyer has discovered, or ought to have discovered, the deficiency.

9.4 With respect to components and machines that are a part of the seller's order, but not manufactured by the seller, the same warranty applies as that which the seller has received from the manufacturer.

9.5 When the buyer has informed the seller of deficiencies, and if the payment terms have been fulfilled, the seller engages to repair or replace the defective part or parts at seller's factory without cost to the buyer.

9.6 The transportation of these parts both from and to buyer are at buyer's expense and risk.

9.7 Parts that are replaced are the property of seller and shall fall to the seller at buyer's expense.

9.8 If buyer requires on-site installation assistance from seller, seller is entitled to payment for same.

9.9 Seller assumes no responsibility for deficiencies that, directly or indirectly, stem from repairs that have been carried out by a third party without the knowledge and approval of the seller; similarly, any warranty will automatically cease to apply if a third party carries out repairs on the sold goods.

9.1.1 The obligation to remedy defects and deficiencies does not normally comprise wear and tear, age, or damages arising from the buyer's and/or operator's incorrect or faulty use.

9.1.2 Seller assumes no responsibility for the appropriateness, correctness or precision of the buyer's alterations to drawings or construction.

9.1.3 Under no circumstances is the seller obliged to compensate for loss of earnings, lost profit or other similar, indirect losses as a consequence of ascertained deficiencies.

Product Liability

10.1 The seller is responsible for product liability in accordance with current Danish legislation.

10.2 However, the seller is only responsible for damage to property if it is proven that the damage has been caused by defects or negligence by the supplier or others for whom he is responsible.

10.3 Damages to property that are a consequence of defects in the product delivered and/or the service offered are the responsibility of the seller only insofar as the responsibility can be laid upon him.

10.4 The liability for damage to property to the buyer can never exceed DKK 5 million.

10.5 However, seller will under no circumstances accept responsibility for loss of earnings, loss of time, loss of profit or other similar, indirect losses as a consequence of product liability damages.

10.6 In the event of a third party advancing a claim against one of the parties with respect to product liability in accordance with the above terms, the party in question must inform the other party of this in writing.

10.7 In the event that seller is charged with product liability by a third party, the buyer is obliged to refund his expenses to the same extent that the supplier's responsibility is limited in accordance with the above terms and conditions.

Venue and Applicable Law

11.1 In the event of a dispute concerning the order, or a part hereof, that cannot be settled out of court, the dispute will be determined by seller's court of law, which in this case is the Civil Court in Viborg, Denmark.

11.2 Disputes are to be settled based upon Danish law.