GENERAL SALES AND DELIVERY TERMS

The following general sales and delivery terms shall apply to all deliveries from 2Refurb A/S (hereafter 2REFURB) unless otherwise expressly agreed.

1. Drawings, tools etc.

1.1. All drawings and other technical documents which 2REFURB may elect to supply to the client shall remain 2REFURB’s property, and may not be copied, reproduced or used in any other unlawful manner.

1.2. Special tools or models required for the production shall remain 2REFURB’s property.

2. Design

2.1. 2REFURB reserves the right to make construction changes without notice if such changes have no influence on the specified function. For products made to the client’s specifications, the client guarantees to 2REFURB that the products do not infringe third party immaterial rights.

3. External goods

3.1. Goods which are passed on to 2REFURB for processing or other materials belonging to the client which are passed on to 2REFURB shall be stored at the client’s expense and risk. 2REFURB thus disclaims all liability for loss or damage, and the client itself shall arrange any insurance cover.

4. Quotations and acceptance

4.1. Unless otherwise specified, quotations from 2REFURB shall be valid for fourteen (14) calendar days from the date of the quotation.

4.2. The c ustomer s written acceptance shall be without reservation with respect to the terms specified in the quotation, and shall have been received by 2REFURB before expiration of the deadline. If there are disagreements in the acceptance, the acceptance shall be deemed to be a new quotation, and 2REFURB shall not be bound by the content of the acceptance unless 2REFURB has accepted the new quotation in writing and the circumstances are clearly such that 2REFURB has been aware of the disagreements.

5. Price

5.1. Prices given are based on the prices and costs current on the date of the quotation or order confirmation, including prices of materials, wages and other production costs.

All prices are exclusive VAT.

Changes in the specified prices and costs, including changed or new taxes and duties up to the date of delivery, shall entitle 2REFURB to adjust the quoted or confirmed prices accordingly.

5.2. Where orders are given on goods where the total amount of the order is less than DKK 500 excluding VAT, the goods will only be invoiced against the client’s payment of a processing fee of DKK 400.

5.3. if nothing else agreed p ackaging be charged separately at cost price and is not returnable.

6. Delivery

6.1. Delivery of goods from 2REFURB shall be pursuant to INCOTERMS 2000 EX WORKS 2REFURB’s address in Silkeborg unless otherwise agreed.

6.2. If 2REFURB elects to send the goods to the client, such sending shall be as the representative of the client and at the client’s expense and risk, in which situations the choice of transport shall be at 2REFURB’s option. 2REFURB shall also be entitled to send the goods for payment of freight charges on delivery. Dispatch in such cases shall normally be by road.

6.3. The delivery date shall be reckoned from the day on which 2REFURB receives full and complete information on the order, including all necessary technical details and formalities.

6.4. If the customer fails to pick up the goods within 2 working days after the agreed upon delivery date, the customer shall be liable to pay a penalty of 0.5% of the value of the goods per day for each day the goods remain uncollected, up to a maximum of 100% value of the goods . The penalty shall be calculated from the agreed upon delivery date until the date the goods are actually collected by the customer or until the maximum penalty amount is reached, whichever occurs first. The seller reserves the right to invoice the customer for any accrued penalties, which shall be payable within [specified time period] from the date of the invoice. Failure to pay the penalties within the specified time period shall constitute a breach of contract, entitling the seller to pursue additional remedies as provided for in these s tandard sales conditions or under applicable law

7. Payment

7.1. Unless otherwise agreed, the purchase price shall be due and payable current month + 1 4 days. Late payment shall incur interest from the due date at the rate of 3 % per month or part thereof. If the client commits a breach of the terms of payment, 2REFURB shall be entitled to stop its preparation of all other orders from the client. If the balance is not paid by a further short deadline specified by 2REFURB, 2REFURB shall be entitled to terminate all agreements entered into with the client.

8. Retention of ownership.

8.1. 2REFURB shall retain ownership of the goods sold until full payment has been made.

9. Force majeure.

9.1. 2REFURB shall be entitled to postpone or cancel an order in the event of force majeure, which shall include strikes, lockouts, fire, flooding, major damage to machinery, extensive disruptions to operations, war, import and export prohibitions, confiscation, action by the authorities, icing up,
partial or complete shipwreck, delays during transport, lack of or faulty deliveries from suppliers, lack of raw materials or energy, or other events over which 2REFURB has no control, and the client may not claim dama

10. Complaints.

10.1. The client shall check delivered goods immediately on receipt , EX WORKS unless agreed otherwise

10.2. Complaints shall be made in writing within eight (8) days of the invoice date, or the delivery date if this is later. No complaints shall otherwise be considered.

10.3. 2REFURB’s liability for defects under point 1 1 .2 below shall in general lapse if 2REFURB has not received a complaint from the client within one (1) year of delivery of the goods.

11. Liability

11.1. In the event of delay attributable to 2REFURB, 2REFURB shall be liable for the client’s documented losses consequent upon the delay in accordance with the ordinary provisions of Danish law. No compensation shall be payable for any operating loss, loss of profit or other indirect losses suffered
by the client, including losses consequent upon the client’s legal relationship to third party. Any damages shall further be limited such that they may never exceed the agreed purchase price for the delayed goods.

11.2. 2REFURB warrants that the Goods shall be free from defects in materials and workmanship for a period of [X] months from the date of delivery. 2REFURB's liability under this warranty shall be limited to repairing or replacing defective Goods, at its sole discreti on. This warranty shall not apply to
defects caused by misuse, neglect, or unauthorized modifications.

11.3. 2REFURB disclaims all product liability which does not follow from the indispensable rules of the Danish Product Liability Act. It is emphasised, in particular that 2REFURB is not liable for operating losses or any kind of other indirect or consequential losses. To the extent to which product liability
may be imposed on 2REFURB with respect to third party, the client shall hold 2REFURB harmless to the same extent to which 2REFURB’s liability is limited as above. The client shall permit itself to be sued in the same court which hears the product liability case against 2REFURB.

12. Venue and choice of law
12.1. The agreed venue for all disputes between the parties shall be Viborg Court, Klostermarken 10, 8800 Viborg, Denmark.

12.2. Danish law with the exception of the Danish international rules on choice of law shall apply in the resolution of all disputes between the parties.