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Terms and conditions of sale and delivery

1. Application

1.1 Application. General terms and conditions of sale and delivery (the “Terms”) apply to all agreements from AGON A/S. CVR: 31889480, hereinafter referred to as the “Company”, for the sale and supply of products, spare parts and related services to business customers.

2. Basis of the agreement

2.1 Basis of the Agreement. The Terms and Conditions, together with the Company’s quotation and order confirmations, constitute the entire contractual basis for the Company’s sale and delivery of products, spare parts and related services to the Customer (“Contractual Basis”). The Customer’s terms and conditions of purchase printed on orders or otherwise communicated to the Company do not form part of the basis of the Agreement.

2.2 Amendments and supplements. Amendments and supplements to the Agreement shall be effective only if agreed by the parties in writing.

3. Products, spare parts and services

3.1 Products and spare parts. Products and spare parts that the Company sells and delivers to the customer are new and comply with EU legislation at the time of delivery, unless otherwise clearly stated.

3.2 Services. Related services that the Company sells and provides to the customer, in connection with the sale and delivery of products or spare parts such as certificates and documentation are performed professionally and comply with EU legislation at the time of delivery.

3.3 Limitation of Liability. Products, spare parts and related services sold and supplied by the Company to the Customer are intended for lifting purposes. Notwithstanding any terms to the contrary in the Agreement, in no event shall the Company be liable for any loss or damage in excess of the Company’s coverage under product liability and transportation insurance. The Customer shall indemnify the Company to the extent that the Company incurs liability for such loss or damage.

4. Price and payment

4.1 Price. The price of products, spare parts and related services shall follow the Company’s prices at the time the Company confirms the customer’s order and shall appear in the order confirmation. All prices are exclusive of VAT.

4.2 Payment. The customer must pay all invoices for products, spare parts or related services according to the conditions indicated on the order confirmation.

4.3 Reservation of Title. The goods belong to the Company until full payment according to the invoice sent has been received by the Company.

5. Delayed payment

5.1 Interest. If the Customer fails to pay an invoice for products, spare parts or related services on time for reasons for which the Company is not responsible, the Company shall be entitled to interest on the amount due at the rate of 2% per month from the due date until payment is made.

5.2 Cancellation. If the Customer fails to pay a due invoice for products, spare parts or related services within 14 days of receiving a written demand for payment from the Company, the Company shall be entitled, in addition to interest in accordance with clause 5.1, to: (i) suspend the sale of the products, spare parts and/or related services to which the delay relates, (ii) cancel the sale of products, spare parts and/or related services not yet delivered to the customer or require prepayment thereof; and/or (iii) exercise any other remedy for breach.

6. Offers, orders and order confirmations

6.1 Offers. The company’s offer is valid for 10 days from the date of the offer, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period shall not be binding on the Company unless the Company notifies the Customer otherwise. In the event of significant exchange rate fluctuations or cost increases of more than 5% during the validity period affecting the Company, the Company may elect to declare the Offer null and void.

6.2 Orders. The Customer must send orders for products, spare parts or related services to the Company in writing.

6.3 Order confirmations. The Company aims to send confirmation or rejection of an order for products, spare parts or related services to the Customer in writing within 2 working days of receipt of the order. Confirmations and refusals of orders must be in writing to bind the Company.

6.4 Change of orders. The Customer may not change an order placed for products, spare parts or related services without the Company’s written consent.

6.5 Exchange rates. In the event of significant exchange rate fluctuations of more than 5% in the period from order confirmation to invoicing, the Company may elect to claim compensation for the portion of the exchange rate change in excess of 5%. This only applies to the currency confirmed in the order in relation to DKK.

6.6 Raw materials, freight, taxes, duties, restrictive restrictions and other matters. In the event that the Company’s costs for raw materials, freight or other matters increase by more than 5%, the Company may choose to claim compensation for the portion of the cost increase that exceeds 5%.

6.7 Inconsistent Terms. If the Company’s confirmation of an order for products, spare parts or related services does not match the customer’s order or the Contract Basis and the customer does not wish to accept the inconsistent terms, the customer must notify the Company in writing within 5 working days of receipt of the order confirmation and before the goods leave the Company’s warehouse. Otherwise, the customer is bound by the order confirmation.

7. Delivery

7.1 Terms of Delivery. The company’s terms of delivery are stated in the order confirmation. Unless otherwise agreed, standard terms are EXW duty unpaid.

7.2 Delivery time. The Company shall deliver all sold products, spare parts and related services at the time specified in the Company’s order confirmation.

7.3 Investigation. The customer must examine all products, spare parts and associated services upon delivery. If the Customer discovers a defect or fault which the Customer wishes to invoke, it must be notified immediately in writing to the Company. If a fault or defect which the customer discovers or should have discovered is not immediately notified to the Company in writing, it may not subsequently be invoked.

7.4 Invoicing of products older than 9 months counted from delivery to warehouse or customer. For products delivered from stock or goods in consignment stock, everything is invoiced after 9 months unless otherwise specifically agreed. If less than 50% of the order is delivered and invoiced to the customer within 3 months, AGON is entitled to invoice storage costs corresponding to AGON’s actual costs.

7.5 Bearing. If less than 50% of the order is delivered and invoiced to the customer within 3 months, AGON is entitled to invoice storage costs corresponding to AGON’s actual costs.

8. Delayed delivery

8.1 Notice. If the Company expects a delay in the delivery of products, spare parts or related services, the Company will inform the customer, stating the reason for the delay and the new expected delivery time.

9. Guarantee

9.1 Guarantee. The company guarantees that products, spare parts and related services will be free from material defects in design, materials and workmanship for 12 months after delivery.

9.2 Exceptions. The company’s warranty does not cover wearing parts and defects or deficiencies caused by: (i) normal wear and tear, (ii) storage, installation, use or maintenance contrary to the Company’s instructions or common practice, (iii) repair or modification by anyone other than the Company; and (iv) other matters for which the Company is not responsible.

9.3 Notice. If the Customer discovers a defect or fault during the warranty period which the Customer wishes to claim, it must be notified immediately in writing to the Company. If a fault or defect which the customer discovers or should have discovered is not immediately notified to the Company in writing, it may not subsequently be invoked. The Customer shall provide the Company with such information regarding a notified defect or deficiency as the Company requests.

10. Liability

10.1 Responsibility. Each party shall be liable for its own acts and omissions under applicable law, subject to the limitations set forth in the Agreement.

10.2 Product liability. The Company is liable for product liability in respect of products and spare parts supplied, to the extent that such liability arises under mandatory law. The Customer shall indemnify the Company to the extent that the Company incurs any additional product liability.

10.3 Limitation of Liability. Notwithstanding any terms to the contrary in the Agreement, the Company’s liability to the Customer shall not exceed the product liability insurance or transport insurance taken out by the Company.

10.4 Indirect losses Notwithstanding any terms of the Agreement to the contrary, the Company shall not be liable to the Customer for indirect loss, including loss of production, sales, profits, time or goodwill, unless caused intentionally or by gross negligence and/or covered by the Company’s product liability insurance or transport insurance.

10.5 Force majeure. Notwithstanding any terms to the contrary in the Contractual Basis, the Company shall not be liable to the Customer for any failure to perform any obligation which may be attributed to force majeure. Force majeure shall mean circumstances beyond the control of the Company which the Company should not have foreseen at the time of the conclusion of the contract. Examples of force majeure are exceptional natural circumstances, war, terrorism, fire, flood, vandalism and industrial disputes.

10.6 Insurance of goods. For products delivered from via warehouse or goods in consignment stock, the customer is responsible for the insurance of these.

11. Intellectual property rights

11.1 Property Rights. Full ownership of all intellectual property rights in products, parts and related services, including patents, designs, trademarks and copyrights, belongs to the Company.

12. Confidentiality

12.1 Disclosure and Use. The Customer shall not disclose or use or enable others to use the Company’s trade secrets or other information of any kind that is not publicly available.

12.2 Protection. The Customer shall not improperly obtain or attempt to obtain knowledge or access to the Company’s confidential information as described in Clause.

12.3 The Customer shall handle and store the information in a responsible manner to prevent its unintentional disclosure to others.

12.4 Duration. The Customer’s obligations under clauses 12.1-12.2 shall continue to apply during the course of the Parties’ dealings and for an unlimited period after the termination of the dealings, irrespective of the reason for the termination.

13. External testing of straps

13.1 AGON has a highly developed quality system, where we perform the tests and controls as prescribed.

If the customer requests, in addition to this, to have an independent test carried out, AGON will recommend an independent test centre that can carry out tensile tests etc.

For the time being it will be TÜV SÜD Hangzhou.

13.2 AGON does not accept its own tests or tests performed by anyone other than the test centre designated by AGON.

All costs can be disclosed upon request and are covered by the customer.

14. Applicable law and jurisdiction

14.1 Applicable Law. The parties’ trade is in all respects governed by Danish law.

14.2 Security. Any dispute arising out of the parties’ dealings shall be settled by a Danish court chosen by the Company.

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