GENERAL CONDITIONS OF SALES – ELAS  A/S

The general conditions of sales of ELAS A/S, Industrivej Nord 1, Birk, 7400 Herning, Denmark, CVR-No. 14 45 72 91 hereinafter called ELAS are valid – and have priority over other such conditions or similar conditions defined by a customer – for all orders unless derogation has been explicitly agreed in writing. The general conditions of sales are subject to modifications at any time and without notice.

The customer declares to have read and fully understood and accepted the general conditions of sale.

  1. OFFER AND ORDER CONFIRMATION

Offers are valid for 30 days. Final agreement on sales and delivery is only valid when ELAS has confirmed the order in writing/by e-mail or similar. The order is accepted on the condition that raw materials etc. are available. In case of unforeseen events or unsatisfactory credit report on the customer, obtained after the confirmation of the order, ELAS will be entitled, exempt of responsibility, to cancel any order or to require a banker’s guarantee covering the order.  Cancellation of orders by the customer can only be accepted if so agreed in writing and accepted by ELAS in each individual case. ELAS cannot be held responsible for complete concordance with possible specifications included in the customer’s inquiry in relation to the specifications of ELAS’ offer and/or order confirmation.  In case of discrepancies between the specifications of the inquiry and the offer/order, the specifications of the order confirmations apply. All information about weight, specifications, technical data etc. that might appear from catalogues, the internet/intranet or circular letters is approximate and will only be binding on ELAS, if the offer or the agreement refers direct to such information. Samples, pictures, technical specifications etc. intended for the production of goods at ELAS and which prior to or after the conclusion of the agreement are handed over to the buyer, are the property of ELAS and must not be copied, reproduced or in any other way presented to competing companies, unless accepted in writing by ELAS.

  1. TERMS OF DELIVERY

ICC Incoterms 2010 ex works Herning (the above business address of ELAS), Denmark, unless otherwise exceptionally as per precise agreement appears from the order confirmation. According to the circumstances ELAS can assist in the arrangement and shipment of goods if this has been agreed and accepted in writing by ELAS in each individual case and always at the buyer’s charge. In case of delivery of standard goods, minimum delivery will at any time be the quantity set by ELAS as standard quantity or a divisible quantity. In case of delivery of order/specially manufactured goods the quantity confirmed by ELAS may vary by +/- 10% .

  1. DELIVERY TIME AND DELAY

The delivery time appears from the order confirmation. ELAS is entitled to postpone the delivery time by 14 days and shall without delay inform the customer accordingly as soon as such delay is relevant. In case of force majeure, cf. however, the following, the delivery time

can be postponed until the obstruction ceases and normal trade and transport are possible.

  1. PRICES

All prices are in DKK and exempt of VAT, and unless otherwise agreed, the ELAS pricelist will apply at the time of delivery.  ELAS makes reservations as to changes in customs duties and consumption taxes of any kind as well as currency fluctuations that can consequently be added to the prices up to delivery. ELAS shall inform the customer accordingly in writing without undue delay.

  1. SETTLEMENT, COMPUTATION OF INTERESTS AND PENALTY RATE

Terms of settlement and interests appear from the offer/invoice issued by ELAS. In case of non-payment by the customer, the current debt collection law applies. ELAS is entitled to, by written notice, and without responsibility, postpone the delivery or cancel orders, if the customer is in arrears with payment of previous deliveries. ELAS reserves the right to cancel the order if not paid on time. Any consequential financial loss suffered by ELAS shall be fully compensated by the customer. The customer is not entitled to set-off in the purchase sum possible claims that the customer might have against ELAS from other legal transactions, and the customer is not entitled to retain purchased goods for such counterclaim. The customer is not entitled to keep back payment due to a complaint or counterclaim relating to the delivered goods.

  1. PROPERTY CLAUSE

All goods remain the property of ELAS until complete settlement as to the extent possible according to applicable law. All costs relating to the enforcement of the retention of title, rest with the customer.

  1. CLAIMS AND AUTHORITIES

Any claim shall be presented in writing and the receipt by ELAS shall be justified no later than 8 days after the delivery of the goods or – in case of delay – expected delivery. In case of invisible defects any claim shall be made in the same way at the latest 8 days following the day when the defect could have been detected by a profound examination – however, no later than 3 months from the date of delivery. A cancellation can only be made for the specifically delayed or defective goods of an order. If a part of the order is not delivered or is delayed or if part of the order is defective, only such part can be cancelled. Any claim shall be specific, justified and describe in detail the nature of the claim. Return of goods can only take place upon prior written acceptance by ELAS. ELAS reserves the right to replace defective goods by not faulty goods or reconstructed/repaired goods or in any other way remedy the defect within 30 days. The warranty is forfeited in case of further treatment for other than necessary examinations/tests.

  1. EXEMPTION FROM RESPONSIBILITY (INCL. FORCE MAJEURE)

ELAS is released from its obligations towards the customer, when the following non-exhaustive conditions comparable to force majeure occur after the order confirmation and prevents or delays the fulfillment of the agreement: war and mobilization, riots and civil commotion, terrorist acts, natural disasters, strikes and lock-outs, scarcity of goods, shortage or delays in deliveries  from sub-suppliers or in case of the sub-suppliers being struck by other conditions, fire, lack of transportation, currency restrictions, import and export restrictions, death, illness or resignation of key personnel, computer viruses or other events outside the control of ELAS.  In such case, ELAS is entitled to postpone delivery until the performance barrier has come to an end or alternatively to cancel, without responsibility, the contract completely or partially. If the consequence of the above is a postponement of the delivery for more than 6 months, the customer is entitled to cancel the order freely and without liability.

  1. LIMIT OF LIABILITY IN RELATION TO DEFECTS, DELAYS, AND PRODUCT LIABILITY

In any legally established event including product liability ELAS is not responsible for direct as well as indirect operating loss, loss of profit or other losses. In case of complete or partial cancellation the maximum redemption will correspond to the amount paid for the delayed or defective part of the order. The limit of liability does not apply if ELAS has acted intentionally or grossly negligent. In case of product liability the customer is obliged to keep ELAS indemnified to any extent that ELAS might be responsible to third party. Consequently, the customer is liable to be sued in Court or arbitration tribunal that might be in charge of such case against ELAS. The customer is obliged to draw up a commercial and product liability insurance on standard conditions.

  1. TRIBUNAL OF COMPETENT JURISDICTION AND APPLICABLE LAW

The contract is subordinated to Danish legislation apart from the actual international private law that might lead to the laws of another country. The International Commercial Law (CISG) will not apply. The competent jurisdiction will be the District Court closest to ELAS head office and most relevant one in Denmark. However, ELAS has the right to have any dispute settled by arbitration at the Danish Arbitration Institute or the Arbitration Court under the International Chamber of Commerce (ICC), where the location shall be Denmark and the language of the proceedings shall be Danish.