Terms and Conditions of Trade

1. Introduction

The following Terms and Conditions of Trade apply to all supplies and orders, provided that no other written agreement exists. These are considered accepted upon the acceptance of ACTEC’s quotation.

Special terms and conditions issued by the Buyer, specified in the Buyer’s order, are not binding for ACTEC A/S, unless this acceptance is given in writing.

2. Quotations

The prices specified are exclusive of VAT and any other charges. ACTEC A/S reserves the right to change price lists, quotations and catalogue materials without notice. Specified dimensions and technical specifications are guidelines only, and ACTEC A/S waives any and all liability for errors in the material mentioned above. A quotation is binding on us only if, upon receipt of a final itemised order, it is still possible for us to obtain the goods at the prices, exchange rates, delivery times and any other terms and conditions upon which our quotation is based.

3. Orders

Every received order is subject to reservation for strikes, lockouts, war and warfare, as well as any other force majeure. The purchase is final once ACTEC A/S has confirmed the order by issuing an order confirmation or invoice to the Buyer and the Buyer has received it. ACTEC A/S reserves the right to modify the price specified in an order confirmation in the event that exchange rates, tariff rates, charges and conveyance costs are changed. This also applies to continuous supplies in consideration of the part of the supply which at the time of a possible adjustment has yet to be delivered. Normally, customer orders covering special-order goods cannot be cancelled without the written confirmation of our suppliers. ACTEC A/S reserves the right to demand a bank guarantee or similar for orders comprising products that are deemed to be so buyer-specific that alternative utilisation is unlikely.

4. Delivery; dispatch

Delivery is EXW ACTEC A/S’ address in Randers. Dispatch is at the buyer’s own expense and risk, unless otherwise agreed. If ACTEC A/S does not receive written dispatch instructions, the mode of transport will be chosen at ACTEC A/S’ discretion.

A few ACTEC A/S products are classified as hazardous goods. Such goods are to be sent pursuant to current law governing the conveyance of hazardous goods. This cost is included in the ordinary freight costs.

5. Delivery time

ACTEC A/S cannot be held liable for delays or obstacles due to force majeure or other conditions that are beyond the influence or control of the company.

The delivery times specified in quotations and order confirmations are based on estimates and are to be complied with wherever possible. ACTEC A/S cannot be held liable for the consequences of any delay and, as such, these do not give the buyer the right to rescind the purchase if delivery takes place within eight (8) weeks after the fixed delivery time. Nor may ACTEC A/S be held liable for the consequences of a delay, even if these are caused by gross or simple negligence, and even if the delay extends beyond the fixed delivery time with the addition of the number of weeks specified above. However, ACTEC A/S is liable for loss caused by gross negligence of the company’s managerial staff.

In the event that unforeseen events delay delivery or render delivery impossible, including by our supplier, we are entitled, wholly or partly and at our discretion, to rescind the concluded agreement without being liable in damages for loss or other form of financial compensation.

6. Handling fee

For processing orders whose total value is less than DKK 100.00, a handling fee of DKK 50.00 will be added to the invoice.

7. Packaging

Packaging that is invoiced will be credited in full (unless otherwise indicated on the invoice), provided that this packaging is returned carriage paid to our address in undamaged condition within sixty (60) days of the invoice date.

8. Payment

The due date is specified on the invoice. If payment is received after the due date, interest will be charged on the invoice sum, inclusive of VAT, from the due date according to the percentage rate specified below.

The buyer may not withhold payment based on any counterclaim that has not been acknowledged by the company. If payment is received after the agreed due date, interest will be charged in the amount of 1.8% per month or any part thereof. In the event that the buyer fails to comply with the fixed payment deadlines, ACTEC A/S is no longer obliged to provide additional deliveries.

9. Returns

Goods may only be returned by prior agreement. Remuneration is based on the invoice price provided that it is the seller who necessitates the return due to a clerical error or manufacturing fault.

Incorrectly ordered goods are only returnable within eight (8) days of the date of delivery and only if specifically agreed. Returns are credited to only ninety percent (90%) of the invoiced sum.

Normally, custom-made or special-order goods are not returnable without the written confirmation of our supplier and, in this case, only according to the supplier’s terms and conditions. Goods delivered and manufactured on a customised basis are not returnable.

Goods are not supplied in consignment.

10. Product liability

Personal injury or damage to equipment caused by our products is covered by our product liability insurance and our suppliers’ product liability insurance.

Goods subject to manufacturing defects or faulty materials are repaired or replaced under the provisions of the Danish Sale of Goods Act, provided that these are returned carriage paid to the seller. The period of liability begins on the date on which the products are put into use, but no later than two (2) months from the date of receipt. ACTEC A/S reserves the right to rectify the damage within the period of warranty during which the buyer does not have the right to carry out any measures.

Liability ceases if the product is subject to incorrect, insufficient maintenance or to incorrect handling. ACTEC A/S cannot be held liable for consequences arising from verbal technical service occasioned by direct enquiry. ACTEC A/S makes reservations for insufficient or misleading information provided during the enquiry.

Apart from the remedial obligations in these Terms and Conditions of Sale and Delivery, ACTEC A/S cannot be held liable for any faults or deficiencies arising from supplies.

11. Disputes

Any and all disputes arising from supplies or orders that cannot be resolved through negotiation shall be settled in the first instance before the Copenhagen Maritime and Commercial Court pursuant to Danish law.

12. Special conditions

Wherever the above-mentioned Terms and Conditions of Sale and Delivery do not apply, reference is made to the “General Conditions for the Supply of Machinery and other Mechanical, Electrical and Electronic Equipment in Denmark, Finland, Norway and Sweden” (NL 17).

Randers, 21 February 2006