General Terms and Conditions

NIKODAN PROCESS EQUIPMENT

1. Validity

The General Terms and Conditions apply to
all offers, sales and deliveries unless any
other written agreements have been made.

2. Offers

2.1. All offers are submitted subject to prior
sale; refer to Section 3. If the Seller submits
an offer without a specific acceptance deadline,
the offer is rendered invalid if the Seller
does not receive acceptance within a period
of four weeks after the date of the quotation.
2.2. Agreements on changes to, or additions
to, the original agreement are not binding
without a written confirmation from Nikodan.
The buyer does not have the opportunity, in
addition to the mandatory legal rules, to cancel
the purchase, unless this is accepted in
writing by Nikodan. If accepted in writing by
Nikodan, the Buyer must pay Nikodan a cancellation
fee of 25% of the order value and all
costs incurred by Nikodan in respect of the
order made to date.

3. Prior Sales

Until the Purchaser accepts the offer, the
Seller is entitled to conclude a contract with a
third party for the offered goods; as a result
the offer to the Purchaser is rendered invalid.
After receipt of acceptance, the Seller
is obliged to inform the Purchaser in writing
without any unjustified delay that the offer is
no longer valid.

4. Price

All offers are made in Danish kroner without
value added tax. Prior to delivery the Purchaser
is obliged to accept any changes in
price for the agreed supplies caused by the
exchange rate, customs duties, taxes, fees,
freight costs etc.
In the event of works supplies, the invoiced
prices shall be based on the weight or quantity
calculated at the works.
4.1 Material prices are based on the current
market price and are regulated in the event
of fluctuations exceeding +/-3 %.

5. Payment

5.1. Payment must be effected at the latest on
the last day of the payment period stated on
the invoice. If not otherwise specified, payment
must be made in cash upon delivery.
5.2. If delivery is delayed due to circumstances
related to the Purchaser (acceptance default),
the Purchaser is still obliged to effect payment
to the Seller – unless the Seller has informed
the Purchaser to the contrary – as if the goods
had been supplied on the specified date.
5.3. If payment is effected after the due date,
the Seller is authorised to charge two percent
interest for the outstanding payment for each
commenced month from the due date onwards.
5.4. The Purchaser is not entitled to offset any
counterclaims towards the Seller that have not
been accepted in writing by the Seller. The
Purchaser is also not entitled to retain a part of
the due payment on the basis of counterclaims
of any kind.

6. Retention of Title

6.1. The Seller retains the proprietary rights
to the sold goods until payment of the full
due sum including any resulting costs to the
Seller or the third party to whom the rights
have been transferred has been effected;
also refer to Section 15.
6.2. If the goods are to be sold with the intention
of subsequently integrating these into
other objects or combining these with other
objects, the sold goods are not covered by
proprietary rights if the goods have already
been integrated or combined.
6.3. If the sold goods are modified or processed,
the proprietary rights remain intact,
so that the modified or processed goods are
subject to these rights to the value of these
goods when they were sold.

7. Delivery

7.1. Ex works Nr. Snede, if nothing to the contrary
has been agreed.
7.2. The goods shall be delivered from the
address of the Seller, irrespective of whether
the Seller has the sold goods delivered to the Purchaser by his own personnel or by a third
party in accordance with a special agreement
with the Purchaser.
7.3. The delivery time shall be specified at
the discretion of the Seller depending on the
circumstances that prevailed when the offer
was submitted or the contract concluded. If
nothing to the contrary has been expressly
agreed, a delay in delivery by the Seller of
14 days due to any circumstances related to
the Seller is regarded as compliant with the
agreed delivery conditions and the Purchaser
is not entitled to make any claims toward the
Seller solely for this reason.
7.4. If a delay in delivery is due to circumstances
affecting the Seller as described in
Section 12.4., delivery shall be delayed by
the period during which the hindrance prevails,
whereby both partners are entitled to
revoke the contract without any liability if
the hindrance prevails for longer than three
months. These Terms and Conditions apply
irrespective of whether the reason for the delay
occurs before or after the agreed delivery
period has elapsed.
7.5. In this case the Seller must inform the
Purchaser of the change in the delivery date
without any unjustified delay.

8. Packaging

8.1. The costs of packaging shall be borne by
the Purchaser unless it is expressly agreed
that they are included in the agreed price.
8.2. Packaging shall only be returnable if this
is specifically agreed.
9. Product information
Drawings, specifications etc. supplied by the
Seller before or after conclusion of contract
remain the property of the Seller and may
not be re-used or used for any other purpose
without a written agreement.

9. Product information

Drawings, specifications etc., which is delivered by the Seller before or after a deal is made, remains the Seller’s property and must not be passed on without written consent or misused in any other shape or form.

10. Product Modifications

The Seller reserves the right to make modifications
to the agreed specifications without
prior notice if these do not have any negative
consequences for the Purchaser.

11. Defects and Claims

11.1. Guarantee period: 12 months from the
date of delivery, assuming continuation of up
to eight hours of normal daily operation.
11.2. Upon delivery the Purchaser must inspect
the goods immediately in a manner
that is deemed to be customary commercial
practice.
11.3. If the Purchaser wishes to make a
claim for defects, he must inform the Seller
in writing, stating the reason for the claim,
immediately after the defect was discovered
or should have been discovered. If the Purchaser
has determined the defect and has
not made a claim in the described manner,
it is not possible to make a claim at a later
point in time.
11.4. The Seller shall decide whether the
defects are to be remedied or whether new
goods shall be supplied.
11.5. If the defects are not remedied or new
goods supplied as stipulated in Section 11.4
within an appropriate period, in compliance
with standard Danish commercial practices
and these Terms and Conditions the Purchaser
is entitled to revoke the contract, reduce
the price of the purchased goods or submit a
claim for damages.
11.6. If the Purchaser has not submitted a
claim towards the Seller within a period of six
months after the delivery date, it is no longer
possible to submit any claims. For parts that
have been replaced or repaired in compliance
with Section 11.4, the Seller is liable to the
same extent as for the other goods for a period
of six months; however the liability of
the Seller cannot be extended for any part of
the sold goods for more than one year from
the original date of delivery.
11.7. Modifications to or manipulation of the
sold goods without the express consent of
the Seller relieve the Seller from any liability.

12. Limitation of Liability

12.1. Any claims for replacement towards the
Seller shall not exceed the invoiced sum of
the purchased goods.
12.2. Only the Purchaser with whom the Seller
concluded the contract is entitled to make
a claim for replacement towards the Seller.
12.3. The Seller does not bear any liability for
operational downtimes, loss of profit or any
other indirect losses connected with the contract,
including indirect losses arising from
delays or defects of the sold goods.
12.4. The following circumstances result in
exemption from liability of the Seller if they
prevent fulfilment of contract or make fulfilment
inappropriately difficult: Labour disputes
or any form of event beyond the control
of the Partners to the contract such as fire,
war, mobilisation or a corresponding scope of
unexpected military enlistment, requisition,
confiscation, currency restrictions, riots and
unrest, lack of means of transport, general
shortage of goods, fuel restrictions as well as
defects or delays to goods of sub-suppliers
that are due to the described circumstances.
Should the described circumstances occur
before the offer was made or the contract
was concluded, exemption from liability is
only applicable if its influence on fulfilment of
contract could not have been anticipated at
this point in time.
12.5. It is the responsibility of the Seller to
inform the Purchaser in writing without any
unjustified delay should circumstances as described
in Section 12.4 arise.

13. Returns

13.1. Sold goods may only be returned if
an agreement to this effect has been made
in writing. Returns: Faulty delivered goods
shall be fully refunded when they are returned.
Other goods that are returned carriage
paid as agreed shall be refunded with
a deduction of 10 percent to cover the costs
of return.
13.2. In cases in which the Purchaser is entitled
to revoke the contract or if the sold
goods are returned for replacement or remedying
defects, the sold goods must be returned
to the Seller in the original packaging
as well as at the risk and expense of the
Purchaser. Should freight costs be incurred
that are borne by the Seller, he is entitled to
demand repayment from the Purchaser and
offset these with any outstanding claims of
the Purchaser towards the Seller. After repair
or in the event of replacement the Purchaser
is obliged to collect the repaired or
replaced goods from the Seller at his own risk
and expense.

14. Product Liability

The currently valid statutory regulations in
Denmark for product liability shall apply at
all times. The Seller does not bear any liability
for operational interruptions, loss of profit
or other indirect losses. A product liability
insurance has been taken out with a recognised
insurance company.

15. Transfer of Rights and Obligations

The Seller is entitled to transfer all rights and
obligations from the contract to a third party.

16. Disputes

Any disputes between the Parties to the contract
shall be governed by Danish law and
settled before a court.

17. Should no agreements to the contrary
have been made, NLM 94 shall apply (Danish
general conditions for the supply and installation
of machines and other equipment).

18. Subject to changes in currency exchange
rates, price regulations by suppliers, increases
in fees, sold-out goods, delays of suppliers
and other external circumstances.

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