Sales and Delivery Terms

1. Application and Validity

1.1
These general terms and conditions apply to all goods and services provided by INDURA A/S (hereinafter referred to as "SELLER").

1.2
The buyer’s terms and conditions contained in their order, general purchasing terms, or similar are not binding on the SELLER unless the SELLER has expressly and in writing accepted them.

1.3
The following definitions apply to these general terms and conditions:
- “Order” means the buyer’s order.
- “Sales Agreement” means an Order confirmed in writing by the SELLER.

2. Offers and Orders

2.1
Unless otherwise stated in writing, the SELLER's offers are valid and binding for a period of 8 days from the date the offer was made.

2.2
If the buyer places an Order, said Order is not binding on the SELLER until the SELLER has sent a Sales Agreement to the buyer or has delivered the goods to the buyer, whichever occurs first.

3. Technical Data and Product Information

3.1
All information in brochures, magazines, etc., regarding prices, execution, or other technical data concerning goods offered for sale by the SELLER is only binding to the extent that it is explicitly mentioned in the Sales Agreement. The SELLER cannot, under any circumstances, be held responsible for the suitability of the goods for the buyer’s intended use or for their suitability for a specific purpose.

4. Delivery

4.1
Unless otherwise agreed in writing, the delivery condition is FCA Grønlandsvej 1, DK-7480 Vildbjerg, Denmark, Incoterms 2010.

4.2
The delivery date specified in the Sales Agreement is an indicative date provided to the best of the SELLER’s ability. The SELLER shall notify the buyer of the actual delivery date when it is finally defined.

4.3
If a delivery is not accepted by the buyer within the deadline specified in the Sales Agreement, the SELLER has the right to terminate or fully or partially uphold the Sales Agreement at their discretion. Furthermore, the SELLER is entitled to store, sell, or remove the goods at the buyer's expense and risk and to make claims for damages. If the SELLER terminates the Sales Agreement, the SELLER is entitled to compensation for incurred costs as well as lost profits.

4.4
The buyer has the right to return standard stock items free of charge after agreement with the SELLER. Only new, undamaged, unused goods in their original unbroken packaging can be returned.

5. Payment

5.1
If delivery is delayed beyond the date agreed upon or specified by the SELLER, cf. clause 4.3, the buyer may demand delivery by notifying the SELLER and set a final and reasonable delivery deadline.

5.2
If delivery does not occur within the communicated reasonable deadline, cf. clause 5.1, and the mentioned deadline is exceeded by more than 10 (ten) days, the buyer is entitled to terminate the Order.

5.3
The buyer may not assert any form of damage claims, including consequential losses, as a result of the delay.

6. Termination or amendment of the agreement

6.1
The buyer's cancellation or amendment of a sales agreement is conditional upon the SELLER's written consent and that the buyer reimburses the costs and losses incurred by the SELLER as a result of the termination or amendment, with a minimum amount equivalent to 25% of the agreed purchase price in the canceled or amended part of the sales agreement, excluding VAT.

7. Use of the goods

7.1
The buyer must comply with all applicable regulations when using the goods. The SELLER assumes no liability for the buyer's infringement of patents or applicable regulations as a result of their use of the goods. This also applies in cases where the SELLER, its employees, or agents have made statements or recommendations (whether before or after the purchase) relating to the goods.

8. Defects

8.1
The buyer must immediately examine the goods upon receipt and before putting them into use in a manner prescribed by due practice. The buyer must therefore ensure through examination that the goods comply with all contractual conditions. If the buyer fails to carry out the aforementioned examination in time, their right to claim defects that could have been discovered by an examination shall lapse.

8.2
Without prejudice to clause 8.1, complaints about defects must be made in writing and received by the SELLER no later than 8 (eight) days after the defect has been or should have been discovered. The complaint must contain a description of the alleged defect.

8.3
Claims arising from defects must be made no later than 3 (three) months after delivery.

8.4
No complaints may be made after the expiration of the deadlines specified in clauses 8.2 and 8.3. If the SELLER engages in a discussion with the buyer regarding a complaint made after the expiration of the mentioned deadlines, the SELLER does so solely as a gesture and without waiving the right to claim that the complaint was made late.

8.5
The SELLER can under no circumstances be held liable for the suitability of the goods for the buyer's intended use or their suitability for a specific purpose. Furthermore, the SELLER cannot under any circumstances be held liable for defects in the goods if they are caused by the buyer's improper or incorrect use or storage.

8.6
If there are defective goods and a claim based on the defects is made against the SELLER, the SELLER has the right, within a reasonable timeframe, to choose either to deliver replacement goods against the return of the defective goods or to make a supplementary delivery, repair the defective goods, or offer the buyer a proportional reduction in the purchase price, after which the defect is considered finally remedied.

8.7
Except as stated above, the SELLER assumes no liability for defects, and the buyer cannot assert any other breach of contract rights, including, for example, neither termination nor damage claims.

9. Prices

9.1
Unless otherwise agreed in writing, prices are based on the current price lists, excluding VAT, costs, taxes, etc.

10. Payment Terms

10.1
Unless otherwise agreed in writing, payment shall be made to the SELLER's account no later than 14 days after delivery.

10.2
In the event of late payment, the SELLER will charge interest on the outstanding amount at 1.0 percent per month from the due date. Interest is calculated monthly on the overdue balance, which will include previous interest, reasonable costs, etc.

10.3
If the buyer does not pay an amount by the due date, the SELLER has the right to either withhold all future deliveries until the buyer pays the outstanding amount or to terminate the Sale Agreement if there are to be further deliveries under it.

10.4
The buyer may not withhold payment or make deductions in the price of the goods in relation to claims not approved by the SELLER.

11. Retention of Title

11.1
The SELLER retains full ownership of the delivered goods, and ownership thereof passes to the buyer only when full and final payment has been made.

12. Intellectual Property Rights

12.1
All intellectual property rights related to the goods belong solely to the SELLER, including intellectual property rights that may arise as a result of the parties' cooperation regarding the goods.

13. Force majeure

13.1
Neither the buyer nor the SELLER is liable for damages or shall pay any compensation for delays or failure to fulfill obligations when such delays or failures are due to force majeure.

13.2
Force majeure is defined as external circumstances that cannot be averted by humans, or a circumstance or unforeseen event that is beyond the reasonable control of the affected party. This includes, but is not limited to, delays in the delivery of goods or defective goods supplied by subcontractors, significant price increases for such deliveries, war (declared or undeclared), rebellion, civil unrest, strikes, lockouts, labor disturbances, fire, flood, epidemic, earthquake, explosion, blockade, embargo, shortage of basic raw materials, lack of or failure in transportation, any unusual or unexpected government or state intervention, or similar events.

13.3
In the event of force majeure, the affected party must immediately provide written notice to the other party, specifying the reason for the force majeure and how it will impact the performance of the affected party's obligations.

13.4
If the delivery of goods is temporarily hindered due to force majeure, the delivery obligation is suspended for the duration of the force majeure situation, meaning that the buyer does not have the right to terminate the Sale Agreement. However, both parties may terminate the obligations that are hindered due to force majeure if the fulfillment of the agreement, delivery of goods, or other obligations is prevented for more than a period of 120 consecutive days.

14. Product Liability

14.1
The SELLER is responsible according to the applicable product liability law, subject to the limitations set forth in this clause 14.

14.2
The SELLER cannot be held liable under any circumstances for indirect losses, including but not limited to production losses, operating losses, loss of time, penalty damages, and consequential costs caused by a defective product.

14.3
The SELLER cannot be held liable for damage to products manufactured by the buyer or subsequent buyers or to products manufactured from such products.

14.4
Furthermore, the SELLER cannot be held liable for losses incurred in connection with the transportation or replacement of a product that has been resold.

14.5
Should the buyer become aware that the purchased goods have caused damage or are likely to cause damage, the buyer must immediately give the SELLER written notice thereof. Such notice does not exempt the buyer from its obligation to mitigate such damage.

14.6
To the extent that the SELLER incurs product liability to third parties, the buyer is obliged to indemnify the SELLER to the extent that such liability exceeds the limitations set forth in this clause 14.

14.7
The buyer hereby agrees to be cited by the SELLER in any court where any potential lawsuit against the SELLER regarding product liability will be brought.

14.8
The buyer must notify the SELLER if a third party makes a claim for damages regarding product liability against the buyer.

15. Limitation of Liability

15.1
The SELLER cannot at any time be held liable for penalty damages, economic losses, consequential damages, operating losses, loss of time, or any other indirect losses, regardless of whether they arose due to delays, delivery of defective goods, or otherwise.

16. Governing Law and Jurisdiction

16.1
The validity, construction, and performance of the parties' obligations are governed by Danish law and interpreted in accordance with Danish legislation.

16.2
Disputes, controversies, claims, or disagreements that may arise between the parties based on, in relation to, or in connection with the delivery of goods or services from the SELLER or breach thereof, shall be settled by the City Court in Aarhus as the agreed jurisdiction in the first instance.

17. Information

17.1
INDURA A/S stores and processes information about individual customers and their purchases. This information is used only internally in connection with servicing individual customers and for product optimization in general.

INDURA A/S will provide insight into which data is stored upon request from individual customers. Customers may at any time in connection with the termination of the business relationship, as well as where possible, in general in relation to ordinary legislation, including e.g. the obligation to disclose in connection with accounts; request that INDURA A/S deletes all or specific information.