Terms and conditions of sale and delivery

Unless otherwise expressly agreed in writing, the following terms of sale and delivery shall apply exclusively as terms for all agreements with and deliveries from P. Lindberg Industri A/S, regardless of any conflicting or deviating provisions in the order or acceptance placed by the buyer.

1. Offers, orders and acceptance
The buyer’s orders and orders of any kind are only binding on P. Lindberg Industri A/S when the buyer has received a written order confirmation from P. Lindberg Industri A/S. Offers from P. Lindberg Industri A/S which do not specify a specific acceptance deadline shall lapse if P. Lindberg Industri A/S has not received a corresponding acceptance from the buyer within two weeks of submission of the offer. Changes or additions to an original agreement are not binding on P. Lindberg Industri A/S without written confirmation from P. Lindberg Industri A/S.

2. P. Lindberg Industri A/S’ service
P. Lindberg Industri A/S’s performance only includes what is stated in P. Lindberg Industri A/S’s offer/order confirmation, and on the following terms, P. Lindberg Industri A/S undertakes to deliver a product of customary good quality in terms of material and processing. Information contained in catalogs, price lists and other product information from P. Lindberg Industri A/S is only binding on P. Lindberg Industri A/S to the extent that the agreement with the buyer expressly refers to such information. P. Lindberg Industri A/S reserves the right to make changes to the information contained in such material without notice. All drawings and technical documentation handed over by P. Lindberg Industri A/S to the buyer remain the property of P. Lindberg Industri A/S. The material may thus only be used in connection with the use and maintenance of the products supplied by P. Lindberg Industri A/S and may not be copied, reproduced, handed over to or otherwise disclosed to unauthorized third parties by the buyer.

3. Delivery
Unless otherwise expressly agreed, delivery shall be ex P. Lindberg Industri A/S’ warehouse (Incoterms 2012 EXW (“Ex Works”)), so that the buyer bears the risk of accidental events affecting the goods after delivery from the warehouse.

4. prices
Unless otherwise expressly agreed, prices are ex warehouse, excluding transport, packaging, VAT and other taxes.

5. Terms of payment
Unless otherwise expressly agreed, payment shall be made in accordance with the terms of payment printed on the invoice and, in the absence of any other agreement, net cash. If payment is not made on time, default interest of 1.5% per month and a fee of DKK 100 for each reminder sent will be charged. The buyer is not entitled to set off any counterclaims not recognized in writing by P. Lindberg Industri A/S and is not entitled to withhold any part of the purchase price due to such counterclaims. For orders below DKK 1,000, P. Lindberg Industri A/S reserves the right to charge a handling fee of DKK 250. Invoices are generally sent electronically, and if the customer wishes to receive invoices sent to
in paper form, P. Lindberg Industri A/S reserves the right to charge an invoicing fee of DKK 25.

6. Delay
Unless otherwise stated in writing in P. Lindberg Industri A/S’ offer, order confirmation or the parties’ agreement, the time of delivery stated by P. Lindberg Industri A/S is estimated at P. Lindberg Industri A/S’ best estimate. If the stated time of delivery is exceeded, the buyer may, by written notice to P. Lindberg Industri A/S, demand delivery and set a reasonable deadline, which cannot be shorter than three weeks.
If P. Lindberg Industri A/S does not deliver within this extended deadline, and this is not due to circumstances for which the buyer is responsible, the buyer may, by written notice to P. Lindberg Industri A/S, cancel the agreement as regards the part of the delivery in question that has not been delivered. In addition, the buyer cannot raise claims against P. Lindberg Industri A/S as a result of delay.

7. Receivables
If the buyer fails to collect the purchased goods after the delivery time has expired, P. Lindberg Industri A/S is entitled, after having issued a prior written invitation to accept the service again, to sell to a third party and use the incoming amount to write off P. Lindberg Industri A/S’ receivable from the buyer.

8. Defects
P. Lindberg Industri A/S undertakes to remedy any documented defects in the service delivered by P. Lindberg Industri A/S due to defects in material and/or manufacture, or to make a replacement delivery if the buyer has timely and duly complained about this in compliance with the provisions laid down in clause 10 below, and before the expiry of 12 months from the date of P. Lindberg Industri A/S’ delivery to the buyer. P. Lindberg Industri A/S is entitled to choose between remedy and replacement delivery. The buyer is obliged to give P. Lindberg Industri A/S access to remedy the defect at an agreed time when the purchased goods must be made available to P. Lindberg Industri A/S. P. Lindberg Industri A/S’s liability for defects shall lapse if, without P. Lindberg Industri A/S’s written approval, repairs are made to the purchased goods, or if the delivered goods are treated incorrectly in this way, and the remedy is initiated without prior written agreement with P. Lindberg Industri A/S.

9. Disclaimer
P. Lindberg Industri A/S cannot be held liable for delays and defects beyond what is stated in clauses 6 and 8. If P. Lindberg Industri A/S is held liable for damages as a consequence of the buyer’s use of the delivered service, including resale, which exceeds P. Lindberg Industri A/S’ liability under this provision, the buyer is obliged to indemnify P. Lindberg Industri A/S for this liability, and the buyer is furthermore obliged to be sued at the court that handles the claim against P. Lindberg Industri A/S. P. Lindberg Industri A/S can under no circumstances be held liable for operating loss, loss of profit or other indirect or consequential losses, including costs of identifying or locating defective products or damage.

10. Complaints and duty of inspection
The buyer is obliged, at the latest upon delivery of P. Lindberg Industri A/S’ service, to carry out a thorough inspection of whether the service is in accordance with the purchase agreement. The buyer is obliged to immediately complain about defects found during this examination, and the buyer cannot later claim defects that could have been found during such examination. If the delivered service suffers from hidden defects, the buyer is obliged to complain about this immediately after the defect is found or should have been found. Otherwise, the buyer is precluded from claiming the defect. All complaints must be made in writing, and the buyer must state the invoice number and date of delivery as well as the type and any serial number of the defective product. The complaint must also contain an account of the extent and nature of the defect. P. Lindberg Industri A/S is entitled to inspect the damage at the place of damage and to examine defective parts before considering the complaint, including whether the defect is covered by P. Lindberg Industri A/S’ obligation to remedy or replace. If the buyer fails to comply with the rules laid down in this provision, the buyer shall be foreclosed from any remedy for breach of contract due to P. Lindberg Industri A/S’ breach.

11. Return of goods
Goods can only be returned by separate agreement with P. Lindberg Industri A/S, and then only against a return fee corresponding to a minimum of 20% of the invoice price of the goods.

12. Force majeure
P. Lindberg Industri A/S is entitled to cancel orders or postpone agreed delivery of goods and services, and is otherwise free from liability for any missing, defective or delayed delivery that is wholly or partly beyond P. Lindberg Industri A/S’ reasonable control options, such as rebellion, war, riots, civil unrest, terrorism, government intervention or intervention by local authorities, fire, strike, lock-out, export and/or import bans, lack of or defective deliveries from subcontractors, shortage of labor, fuel, motive power, shortage of goods, illness, accidents in production or testing, or lack of energy supply. All the buyer’s powers are suspended or lapse in such cases.
In the event of cancellation or postponed performance, the buyer cannot claim damages or make any other claim against P. Lindberg Industri A/S.

13 Retention of title
P. Lindberg Industri A/S retains title to the goods sold until the entire purchase price plus interest, reminder fees and any other costs have been paid. The buyer is not entitled to make transactions that reduce the seller’s retention of title.

14. Venue and choice of law
Any dispute between the parties shall be settled under Danish law at the venue of P. Lindberg Industri A/S. However, P. Lindberg Industri A/S shall be entitled to demand that a dispute is settled by arbitration in accordance with the rules of the Danish Institute of Arbitration.

December 2012