General Terms and Conditions of Sale
Last updated: August 2026
1. Application
These General Terms and Conditions (“T&C”) apply to all sales of Products by Manufacturer to Distributor, as from time to time notified by Manufacturer in writing. Distributor’s specifications, specific or general terms in orders, terms of purchase and other document, etc. are not binding on the parties and are not considered to be a deviation from the T&C, unless Manufacturer has accepted them in writing signed by an authorized signatory.
2. Processing of orders
Each order shall be a binding offer from Distributor for the purchase of Products subject to acceptance from Manufacturer. Each order shall not be binding upon Manufacturer unless Distributor has received a written order confirmation from Manufacturer. Where Manufacturer has inserted special terms and conditions in the order confirmation, or where Manufacturer’s acceptance is materially different to the original offer, such confirmation will be deemed a counteroffer by Manufacturer and it will be open for acceptance by Distributor for three (3) Business Days. Manufacturer may, at its absolute discretion and for any reason, accept or reject orders without incurring any liability. Business Day in these conditions shall mean a day when banks are open for business in Denmark.
3. Shipment, packaging and delivery
Products will be delivered on CIP (to a named place of destination agreed by the parties) INCOTERMS 2010. Thus, delivery shall be deemed to have been affected when the purchased Products have been handed over by Manufacturer to its carrier and title shall be transferred when Manufacturer has received payment in full for the Products. Packaging will be standard Manufacturer packaging, unless otherwise agreed and priced.
4. Volume
The volume of the Products delivered will be in accordance with the order confirmation issued to Distributor.
5. Time of delivery
The time of delivery will be stated by Manufacturer in the order confirmation according to Manufacturer’s best estimate, subject to Manufacturer’s reasonable endeavors and shall not be binding on Manufacturer. For the avoidance of doubt time will not be of the essence. If, contrary to expectations, the estimated delivery date is affected, Distributor will be notified as soon as possible to enable the best possible delivery alternative to be determined. In case of delay caused by Manufacturer, Distributor is entitled to receive a revised delivery date confirmation from Manufacturer. A delay in delivery shall not entitle Distributor to cancel, unless delivery has not taken place within thirty 30 days from the estimated delivery time stated by Manufacturer in the order confirmation. In the event of force majeure, as provided under section 6 the delivery date stated by Manufacturer shall be postponed accordingly by the same number of days.
In the event of non-delivery, Distributor’s sole remedy shall be to cancel the Order, subject to the above. Manufacturer shall not be liable (and Distributor shall have no other remedies) for any indirect or other direct loss for breach as a result of delay or non-delivery of Products, including compensation for any operating loss, loss of profit, consequential loss or other indirect loss.
If, at any time prior to delivery, insolvency proceedings or winding-up procedures are initiated concerning Distributor, or Manufacturer has good reason to believe that Distributor may become unable to meet its obligations towards Manufacturer, Manufacturer may cancel or suspend all further deliveries until full payment or sufficient security has been provided by Distributor. Manufacturer will not be liable to Distributor in this respect.
6. Force majeure
Manufacturer shall not be liable towards Distributor for damages or costs caused by an impediment beyond the control of Manufacturer, including but not limited to: industrial dispute, strike, lockout, war, riot, mobilization or military call-up of a comparable scope, cyber-attacks, public restrictions, requisition, seizure, fire, environmental restriction, delays or defects in deliveries from subcontractors, transport obstacles or other events which are beyond the reasonable control of Manufacturer.
7. Prices – Terms of Payment
Price quotations will be valid for 30 days from the date they are issued. In the event of increases in subcontractor prices, changes in public or private rates, such as customs duty, shipping cost, insurance, exchange rate or other rates, Manufacturer may change the quoted price, making due allowance for the price increase in question. A quotation shall always be deemed to be fixed in relation to a test series. The price may subsequently be adjusted after the first order in accordance with the actual conditions. The terms of payment are set out in the order confirmation.
8. Return of Products and cancellation
Orders are binding on Distributor and may not be varied, delayed or cancelled without the prior written approval of Manufacturer. Products may only be returned to Manufacturer in accordance with section 10 below if they are defective and in the absence of any defect, only upon prior and written acceptance from Manufacturer. If the Products are not defective, crediting of the returned Products cannot be effected until the returned Products have arrived at Manufacturer in their original condition. Any return of Products, irrespective of cause, shall be at the sole risk of Distributor.
9. Storage/insurance
Items and materials purchased by Distributor, which are located at the production plant of Manufacturer and intended for production of Products to Distributor are insured by Manufacturer under the cover of the general industrial insurance for a maximum amount of DKK 700,000 against damages by fire, flood and theft. If additional insurance cover is deemed necessary by Manufacturer (due to the material having a replacement value above DKK 700,000), Distributor shall arrange for a separate insurance cover at Distributor’s own expense.
10. Liability for defects
As soon as it receives the Products, Distributor must carry out a thorough examination of such Products. Complaints about any defects or lack of conformity shall be made to Manufacturer in writing within a period of five (5) Business Days after receipt of the purchased Products. Distributor must follow the established Complaint Procedures. Complaints about defects that could not possibly be discovered during the initial thorough examination of the Products must be made in writing to Manufacturer immediately after Distributor has or should have discovered such defects. Manufacturer’s liability (and Distributor’s sole remedy) is limited (at Manufacturer’s choice) to either (i) replacing the Products and paying any separate transport costs associated with the alternative delivery or (ii) issuing a credit note for the value of the defective Products. The contractual warranty period shall start on the earlier of (i) the ultimate consumer’s purchase date or (ii) one year after the production date stamped on the Products. The Products must always be stored by Distributor as per conditions outlined in “Instructions for Distributors Terms of Transportation, Storage and Claims” as provided by Manufacturer to the Distributor. To the extent that further liability should be imposed on Manufacturer in connection with the use that Distributor may make of the Products sold, including resale, Distributor shall indemnify Manufacturer against liability in excess of the agreed limits.
11. Product Liability
Manufacturer shall be liable for defects in the Products pursuant to the mandatory provisions of the Danish Product Liability Act (Produktansvarsloven). Manufacturer disclaims to the widest extent possible any other kind of liability for damage or injury caused by defective Products and Manufacturer’s liability under this section shall not exceed 100% of the price of all Products paid by Distributor during the previous six (6) months.
12. Indemnification
Distributor shall hold harmless and indemnify Manufacturer, its affiliates and representatives to the extent that Manufacturer incurs liability towards any third party either directly or indirectly arising from or relating to any actions or omissions on behalf of the Distributor in respect of any damage for which Manufacturer is not liable towards Distributor according to these T&C, and Distributor hereby accepts to be included as a party to any legal proceedings before any court or tribunal where proceedings against Manufacturer or its affiliates and representatives are brought by a third party in relation thereto.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUT NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS CLAUSE, MANUFACTURER, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS SHALL IN NO EVENT BE LIABLE FOR: (A) ANY OPERATING LOSS, LOSS OF TIME, LOSS OF SALES, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF OR DAMAGE TO BRAND, GOODWILL OR REPUTATION (IN EACH CASE WHETHER DIRECT OR INDIRECT); OR (B) ANY INDIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY DISTRIBUTOR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT REGARDLESS OF WHETHER THIS LIABILITY IS BASED ON CONTRACT, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), INDEMNIFICATION, MISREPRESENTATION, STATUTE OR STATUTORY DUTY OR EQUITY.
For clarity, Distributor may not seek to recover any loss, damage, liability, costs or expenses (or similar) under these T&Cs that Distributor has already sought recovery of pursuant to any other contractual terms in place between Distributor and Manufacturer or vice versa (no ‘double recovery’).
14. Governing Law and Arbitration
14.1
Subject to the remainder of this paragraph 14 the formation, existence, construction, performance, validity and all aspects of these T&Cs and the relationship of the parties shall be construed, interpreted and enforced according to English law.
14.2
Any dispute, controversy or claim (including non-contractual disputes) arising out of or concerning the construction, interpretation, application or consequences or any of the provisions of these T&Cs or the breach, termination or invalidity thereof, whether during the term of the parties’ relationship or after the termination or expiration thereof will be settled by arbitration in accordance with the London Court of Arbitration rules then in force. The substantive law will be English law and the venue will be London. The number of arbitrators will be three (3), one (1) chosen by each party and the Chairman chosen by the other two (2).
14.3
Without prejudice to the other provisions of this paragraph 14 above the Manufacturer shall nevertheless still have the right to apply at any time for injunctive, other interlocutory or emergency relief to any court of competent jurisdiction.