Terms of Sale and Delivery

Sales and delivery conditions for Hedema A/S

1. Scope of application

1.1 These sales and delivery conditions (the “Conditions”) apply to all offers, orders, order confirmations and agreements regarding deliveries, from Heedema A/S (“Hedema”) to Hedema's customers (the “Agreement”), unless otherwise agreed in writing.

2. Scope of services

2.1 Hedema's service may consist of the delivery of standard as well as specially manufactured goods ("Goods") as well as service/consulting services, the detailed content and scope of which are described in the Agreement concluded between the parties ("Services"). The agreement can, for example, consist of an order confirmation for Goods and an order confirmation with a task description for Services.

2.2 Hedema can at any time choose to have the task carried out by subcontractors. However, this does not relieve Hedema of its obligations under this agreement.

3. Conclusion of agreement

3.1 Offers from Hedema are valid for 30 days from the date of the offer, unless otherwise stated, and must be accepted in writing by the customer.

3.2 An agreement is concluded when Hedema has submitted a written order confirmation or has otherwise entered into a written agreement on the delivery of Goods, Services or deliveries, as specified in the order confirmation/electronic confirmation/agreement.

4. Cancellation

4.1 Cancellation of a concluded Agreement can only take place after concrete individual agreement between Hedem and the customer and requires Hedema's written acceptance.

4.1.1 If the customer wishes to cancel deliveries in whole or in part, Hedema is at least entitled to demand that the customer pay Hedema a cancellation fee corresponding to Hedema's cost price with an addition of 20% for the canceled Goods, respectively. Services and an administration fee of DKK 800. However, Hedema is not obliged to accept the customer's cancellation of placed orders.

5. Specifications and tolerances

5.1 The prices stated in accordance with the Terms and Conditions assume that there is an adequate production basis for Hedema, including, for example, drawings and an electronic file, in order for Hedema to deliver its service.

5.2 Hedema expressly points out that there may be additional costs for surface treatment.

5.3 Where there is a prior offer, the offer number must be stated when placing orders.

5.4 Minimum order sales amount to DKK 625, minimum sales line amounts to DKK 350, and an environmental surcharge of DKK 42 is added to every order, which covers the disposal of hazardous waste.

5.5 The delivery of Goods may be accompanied by technical documentation of any kind to the extent that such material may have been prepared by Hedema or others. If it is a prerequisite for the customer that such material is available, Hedema must be made particularly aware of this at the latest in connection with the customer's placing of the order.

6. The customer's obligations for services

6.1 It is a prerequisite for the consulting assistance ("Consultants") to perform Services:

that the customer informs the Consultants and other contact persons of the information relevant to the solution of the task,
that the customer, if the work is to be carried out at the customer's premises, freely makes the necessary and legal workplaces available to the Consultants, provided with the necessary facilities, etc. according to the Consultants' detailed instructions,
that the customer helps to organize the work, respond to inquiries and allocate resources so that the Services can be delivered as agreed,
that the customer, to the extent necessary for the solution of the task, gives the Consultants the necessary access to the customer's facilities, installations and documentation according to the Consultants' detailed instructions.

7. Delivery and transfer of risk

7.1 Delivery and transfer of risk for Goods takes place in accordance with Incoterms 2010, EX Works/ex works, unless another concrete agreement has been concluded between Hedema and the customer. Delivery of Services takes place as such services are performed.

8. Delivery time and delay in delivery

8.1 The agreement or the order confirmation or electronic confirmation of the order sent from Hedema will indicate Hedema's dispatch date, and receipt by the customer must therefore be expected within the usual transport time, calculated from Hedema's location to the agreed delivery location.

8.2 Hedema calculates and indicates the expected delivery time in the order confirmation.

8.3 The delivery time is set by Hedema at its best discretion on the basis of the circumstances that Hedema was aware of when the agreement was concluded. Unless otherwise agreed, postponement of delivery by up to 1 month from the agreed delivery date is considered timely delivery, which does not give the customer access to exercise rights of default vis-à-vis Hedema. However, regardless of the agreed delivery time, Hedema will in no case assume any liability for any delays.

8.4 After Hedema has delivered to the customer, the latter loses the right to raise objections regarding the delay, including canceling the purchase, when 8 days have passed since delivery took place,

9. Price and price changes

9.1 General 9.1.1 Unless another currency is expressly stated, all prices are in Danish kroner (DKK), exclusive of VAT, public charges and any other imposed taxes, environmental contribution, freight, etc.

9.1.2 Hedema reserves the right to change the price if the agreement on delivery runs beyond 30 days from the conclusion of the Agreement or if, in the intervening period, documented new or increased costs are imposed on Hedema as a result of changes in customs, taxes, charges, raw material prices, etc., or if additional costs are otherwise imposed on Hedem in relation to the costs that were known at the time of the agreement.

9.1.3 All offers and prices are made with the assumption of stable raw material prices. In the event of significant fluctuations in one or more raw material prices, Hedema reserves the right, without further notice, to regulate any price according to an offer, the Terms and/or an Agreement with a price fluctuation that corresponds to the raw material price fluctuation. A fluctuation in raw material prices that leads to increased production costs of 5% or more is always considered a significant fluctuation, which justifies price adjustment according to the Conditions. If the new price cannot be accepted by the customer, the placed order can be canceled by the customer for the part or parts of the order that are affected by the price adjustment.

9.2 Goods

9.2.1 The agreed price for ordered Goods appears in the Agreement between Hedema and the customer.

9.2.2 Hedema is entitled to invoice the customer for payment for the Goods when delivery has taken place, cf. point 7. However, it may appear from the offer/order confirmation that Hedema is entitled to demand payment of a deposit or advance payment.

9.3 Services

9.3.1 The estimated scope of the agreed Services appears from the Agreement concluded between the parties. Regardless of this, however, the customer is always invoiced according to Hedema's actual time consumption on the task in question, unless it appears from the order confirmation/Agreement that a fixed price has been agreed.

9.3.2 The agreed remuneration for Hedema's Services is based on an hourly price, the size of which appears from Hedema's general list prices. The hourly price for the Agreement is stated at the time of the agreement in the Agreement concluded between the parties. The hourly price can be adjusted by Hedema at any time in the future with 4 weeks' notice.

9.3.3 If the Customer wants work carried out outside normal working hours, overtime work will be invoiced at a rate of the agreed hourly price with a surcharge of 100%.

9.3.4 The consultants' costs for transport, accommodation and consumption in connection with the execution of the work are invoiced separately according to the state's rates or corresponding to the actual expenses, cf. documentation.

9.3.5 Consultants' transport time is invoiced at 50% of the agreed consultant hourly price. To the extent that the transport time is outside normal working hours, however, by 100%. In both cases, however, without overtime pay.

9.3.6 Hedema reserves the right to invoice the customer continuously at the end of each calendar month and when the task is completed. Billing is based on the time used.

9.3.7 If the customer's circumstances mean that the agreed consultancy service could not be delivered, the customer will be invoiced for the agreed hourly rate, deducting Hedema's possible other invoicing of the relevant consultant in the same period.

10. Terms of payment and delay in payment

10.1 Payment must be made net in cash 20 days or at the latest on the last timely payment date stated on Hedema's invoice.

10.2 If payment is not made by the due date at the latest, Hedema is entitled to immediately stop the ongoing order, as well as entitled to calculate interest on the outstanding debt at any time from the due date at an interest rate of 2% per started month with monthly interest accruals.

10.3 If the customer does not comply with agreed payment conditions, Hedema also reserves the right to suspend further deliveries, including stopping the delivery of Services and Goods during shipment and instructing the carrier that the Goods must not be delivered to the customer before the payment obligations have been met.

10.4 In the event of the customer's breach of these obligations, Hedema may demand security for future payments or require advance payment, even if credit has previously been granted without security for such amounts.

10.5 Hedema is entitled to cancel the Agreement in whole or in part, as well as other agreements entered into with the customer, if the customer does not fulfill its payment obligations in accordance with the agreed payment terms.

10.6 If Hedema cancels the Agreement, Hedema is entitled to compensation according to the general rules of Danish law.

10.7 If the customer has paid the purchase price, Hedema loses its right to cancel the purchase, unless cancellation has taken place before the payment has been made or before Hedema has become aware that the payment has been made. Hedema does not, however, thereby lose its right to claim any compensation for costs or expenses linked to the customer's payment delay.

11. Reservation of title

11.1 Hedema reserves the right of ownership to the delivered until the entire purchase price and any incurred costs, which are borne by Hedema on behalf of the customer, have been paid by the customer.

11.1.1 Until ownership has passed to the customer, the customer undertakes to properly care for the delivered, including storing and maintaining the delivered in accordance with regulations, keeping the delivered fire, theft and water damage insured for the full value and in moreover not to make any kind of changes in the delivered without Hedema's prior written consent.

11.1.2 The customer undertakes not to, without Hedema's prior consent, move, mortgage, rent, lend, sell or otherwise dispose of the delivered in a manner that conflicts with Hedema's retention of title until ownership has passed to the customer.

11.2 In the event of conversion or processing of the delivered item, without it losing its distinctive character or identity, the retention of title is maintained so that it is covered by the converted or processed item for the value that the delivered item represented without conversion or processing.

12. Liability and errors and omissions

12.1 The customer is obliged to examine and test the delivered immediately after delivery.

12.2 In order to claim that the delivered product suffers from faults or defects (hereinafter referred to as "faults"), the Customer must immediately notify Hedema in writing after the fault has been discovered. The customer must specify and, on request, show how the error manifests itself.

12.3 Hedema is only responsible for errors in Goods that are claimed within 8 days from the time of delivery, cf. point 7. For errors in Services, objections must be raised within 6 months from the time of delivery. After such a period, Hedema reserves the right to reject objections regarding the delivered and will only provide any compensation per kulance.

12.4 If there is a fault in the delivered product, Hedema can choose to either repair, re-deliver or re-deliver the delivered product or service, or instead will give the customer a proportionate reduction in the price of the defective product or service.

12.5 If Hedema chooses to remedy an error, Hedema is obliged to remedy the alleged errors in the delivered goods as quickly as the situation requires and at its own expense. In order to rectify errors in Goods, a minimum period corresponding to Hedema's fastest possible remanufacturing time for the Goods with the addition of delivery time etc. is allowed.

12.6 If Hedema does not remedy the error as quickly as the circumstances require, the customer can give Hedema in writing a final and reasonable deadline for remedy. The deadline must be at least 30 days.

12.7 If the error has not been remedied by the end of the deadline, the customer is entitled to a proportionate reduction in the price, which corresponds to the size of the error in relation to a fault-free service. If the defect is of significant importance for the customer's use of the delivered product, the customer has the right to cancel the Agreement after the expiry of the deadline with regard to the defective Product or service.

12.8 With regard to other delivered goods or services, the customer can only cancel the purchase of these if they are included in such a context with the defective goods or services that they cannot function satisfactorily on their own.

12.9 If it is an ongoing delivery of Services, regardless of the above, it can only be canceled for the future.

12.10 If the customer cancels, he has the right to compensation according to the general rules of Danish law with the limitations set out in the Terms and Conditions.

12.11 The above constitutes the Customer's total rights of default as a result of errors in Goods or services.

12.12 If the Customer has complained about errors, and it turns out that there are no errors for which Hedema is responsible, the customer must reimburse the expenses that Hedema may have incurred in that context. If Hedema has used consulting hours to investigate such an error, which turns out not to be enforceable against Hedema, Hedema is entitled to invoice the customer for the time taken at the current list prices at Hedema A/S.

12.13 If the customer defaults on its obligations, the customer is obliged to compensate Hedema's losses according to the general rules of Danish law, including costs incurred in vain and consulting hours.

12.14 Hedema is responsible for ensuring that the consultants used meet a good professional standard at all times and are qualified to carry out the tasks assigned.

12.15 Hedem can in no way be held responsible for:

that the delivered service does not have the desired value for the customer, that the customer does not achieve the desired results, or that the service otherwise does not have the assumed appropriateness, unless Hedema has assumed responsibility for a given result in the Agreement,
circumstances which can be attributed to the customer's failure to fulfill its obligations according to the Conditions or the Agreement,
errors arising as a result of the customer's use of the delivered in conjunction with other accessories, which directly or indirectly affect the function of the delivered,
errors arising as a result of changes or interventions in the delivered which have not taken place in accordance with Hedema's instructions,
errors arising as a result of the customer's lack of training, or use of what was delivered in a way other than prescribed, or due to negligence on the part of the customer, its staff or third parties, or due to other circumstances beyond Hedema's control,
normal maintenance such as adjustment, normal wear and tear, or if the acquisition of utility accessories is required.

12.16 Unless otherwise agreed between the parties, approved packaging is credited upon return free of charge in undamaged condition within 3 months, however with a deduction of 20% of the invoiced price.

13. Product liability

13.1 Hedema is responsible for product liability in accordance with the prescriptive legislation applicable at any time in this regard, but does not assume liability to a further extent. Any non-statutory product liability is thus expressly disclaimed.

13.2 If the Goods delivered by Hedema cause damage to the customer's or a third party's property or person, the resulting liability of Hedema must at all times be limited to the coverage according to the product liability insurance that Hedema has taken out at the time with a recognized insurance company.

13.3 For damage to property, in addition to the liability specified in point 13.2, Hedema is not responsible for damage caused by Goods which occurs while the Goods are in the possession of the customer or a third party. Hedema is also not responsible for damage to products manufactured by the customer or products in which the Goods are included.

13.4 If Hedema is charged with product liability towards the customer or a third party, in addition to liability according to clause 13.2, the customer is obliged to indemnify Hedema, to the extent that Hedem's liability is limited according to the Conditions.

13.5 If a third party makes a claim against one of the parties regarding product liability regarding the Product, this party must immediately notify the other party in writing.

13.6 The parties are mutually obliged to be sued in the court or arbitration court which hears claims for damages brought against one of them on the basis of damage or loss allegedly caused by a Product. However, the mutual relationship between the parties to this agreement must be determined in accordance with point 21 below, unless Hedema agrees otherwise.

14. Limitation of liability

14.1 Under no circumstances, regardless of the degree of negligence, can Hedema be held liable for indirect losses of any kind, including but not limited to operating loss, lost profit, loss of data or the customer's costs for third-party remedies or consultants, as well as other indirect loss or consequential damage.

14.2 In the event that Hedema incurs liability for damages regardless of the above, the liability for damages will always be limited to an amount corresponding to the net consideration paid for the specific delivery in question, however a maximum amount of DKK 100,000 per agreement.

15. Force majeure

15.1 None of the parties can be held responsible for conditions beyond their control, including conditions that must be described as force majeure, including but not limited to war, riots, insurrection, general strike, fire, natural disasters, currency restrictions, import or export bans, interruption of normal traffic, interruption of or failure in the energy supply or communication lines, absence, illness or death of key employees, virus or malware attacks and the occurrence of force majeure by subcontractors.

15.2 If force majeure occurs, the affected party must notify the other party as soon as possible that a force majeure situation has occurred, and keep the other party informed about this on an ongoing basis. The other party can then demand that any schedules be postponed and renegotiated. 15.3 Regardless of the above, either party may terminate the agreement without liability by written notice to the other party, if the fulfillment of the Agreement is prevented by force majeure for more than 6 months.

16. Marketing

16.1 Hedema is entitled to use the customer as a reference for marketing purposes, unless otherwise agreed.

17. Confidentiality

17.1 In connection with the execution of the task, both parties will be able to access confidential and internal information from each other. Both parties warrant that they themselves and their employees and subcontractors will in every respect treat the information received confidentially and only use it for the purpose for which it was submitted. This provision lasts indefinitely.

18. Intellectual Property Rights

18.1 Any intangible rights, including full copyright, design rights, patent rights, etc., to Goods and the result of the Services provided (reports, documentation, etc.) belong solely to Hedem.

18.2 When nothing else has been agreed between the parties, upon full payment of Hedema's remuneration, the customer acquires only a non-transferable right to use the intellectual property rights, including a right to use copyright etc. protected material, documentation etc. prepared by Hedema in connection with the delivery of Goods as well as the performance of the consultancy service.

18.3 The customer thus only has the right to use what is delivered. The customer acquires no right to change, further develop, make copies or transfer copies of Hedema's services to third parties without prior consent from Hedema, except in cases where such a right is granted to the customer in non-derogable legal regulations.

18.4 Hedema also has the right to use the know-how accumulated in connection with the execution of the work, etc. in other contexts.

19. Transfer and subcontractors

19.1 Hedema is entitled to transfer rights and obligations according to the Conditions and the Agreement without the customer's consent.

19.2 The customer is entitled to transfer rights and obligations according to the Terms and the Agreement after Hedema's prior written consent to this.

19.3 Hedema is entitled to use sub-suppliers, including for order processing, in both Denmark, Europe or the rest of the world. All sub-suppliers that Hedema uses are subject to full confidentiality regarding all matters relating to Hedema and Hedema's customers.

19.4 To the extent that information about natural persons is processed as part of the above, this is done in accordance with applicable regulations. In certain cases, Hedema uses a sub-supplier outside the EU for order processing, whereby contact details of the customer's contact person are transferred to the sub-supplier solely for the purpose of processing the order placed by the customer, which the customer is informed about and accepts.

20. Amendments and Precedence

20.1 Any change to the Terms or the Agreement can only be made in writing either by drawing up new terms or by a written and signed addendum to the Terms.

20.2 If an agreement has been entered into for continuous delivery, framework agreement or similar, where Conditions apply, Hedema is entitled to change the Conditions with 3 months' notice, after which the new Conditions apply to deliveries that take place after the end of the notice period.

20.3 In case of inconsistency between the Conditions and the Agreement, the Agreement takes precedence over the Conditions.

21. Legal rules and venue

21.1 The terms and conditions and the Agreement between Hedema and the customer, as well as deliveries pursuant to this, are regulated in accordance with Danish law with the exception of choice of law rules which may result in the application of a law other than Danish law.

21.2 Any disagreements must, if the parties are willing to do so, initially be resolved by mediation with the participation of a trained mediator. Only to the extent that a solution to the conflict cannot be found in this way, the case must be brought before the ordinary courts and with the Court in Horsens as first instance.

Horsens, 9 January 2020

Hedema A/S
CVR no.: 20 00 46 30