General sales and delivery conditions

Valid from June 06, 2005

Subsequent sales and delivery conditions are valid for all trade between the buyer and Landia A/S in Denmark. (Subsequently called "the manufacturer")

The buyer foregoes the validity of any possible purchasing conditions of his own.

Any other agreements, which differ from the subsequent conditions, must be confirmed in writing by the manufacturer.

1. Counselling/Consulting

1. In the extent that the manufacturer counsels the buyer within his field of experience, it is a result of the manufacturer's best knowledge at the time of counselling, and the manufacturer cannot undertake responsibility if later experience might lead to a different solution.
2. Counselling is made on the basis of the information the buyer gives the manufacturer.
3. All counselling is for guidance and cannot be taken as an actual functions guarantee without the manufacturer's express written confirmation in connection with acceptance of the purchase contract. In the event of any deficient compliance of a possible functions guarantee, this must be evidenced by an impartial third party, approved by the manufacturer and the buyer.
   The manufacturer undertakes to rectify the deficiency in accordance to his own choice by either reconstructing or exchanging of the supplied materials.
4. For areas where there exist special requirements to the materials recommended by the manufacturer, the manufacturer is not responsible for observance of standards which the manufacturer has not been informed of in writing.
5. If the manufacturer's products are, for example, to be applied in mediums where a special standard is required, the buyer is obliged to inform regarding these standards. If the manufacturer is not informed, he is not responsible for observance.
6. The same rule as 1.5. applies if there, in the buyer's country, exist special requirements to the manufacturer's products which differ from the Danish standards.

2. Quotation - order confirmation

1. The quotation is given without obligation, unless otherwise stated.
   The right to price and construction changes without warning is reserved.
2. On order submission, the manufacturer decides the delivery extent and delivery date confirmed by written order confirmation.
   In the absence of this, the buyer's written order will be valid.
3. Submitted and confirmed orders cannot be cancelled without the manufacturer's written acceptance.
4. The manufacturer has the copyright to all technical documentation, drawings and information.
   These materials must not be used, copied, reproduced, surrendered to or in anyway brought to third party knowledge without the manufacturer's consent.

3. Prices

1. All prices are given excl. VAT, customs or other duty.
2. Orders are noted with valid prices and discount on the date received.
   The prices are valid ex works including packing.
3. Unless a binding quotation has been given, the manufacturer reserves the right to price adjustments due to price increases from suppliers or adjustments in wages.
4. The manufacturer reserves the right to price adjustments due to changes of over 2% in currency situations until payment has been made.
5. If fluctuations in exchange rates lead to an adjustment as per 3.4., price calculation will be made on the grounds of exchange rates on quotation day for Danish kroner and the agreed given currency.

4. Delivery

1. Delivery date is understood to be the date where the products are ready to be sent from the manufacturer's works.
2. All order confirmations are dated. Orders which, for one reason or other, are subject to delivery time, are expedited in turn as received.
3. The products are supplied ex works and are sent on the basis that the buyer accepts costs and liability.
4. The delivery date given on the manufacturer's order confirmation can be extended until final clarification of all the important technical details for the delivery.
5. In the event of force majeure or other circumstances beyond the manufacturer's control, the latter is entitled to postpone delivery or cancel the order.
6. In the event the buyer has not given forwarding instructions, the best possible transport method will be chosen by the manufacturer.

5. Payment

1. Unless otherwise agreed, the purchase price falls due for payment at the latest, current month + 20 days after invoice date.
2. In the event of doubt with regard to the buyer's credit worthiness which cannot be proved otherwise by the buyer, the manufacturer can make the delivery dependent on cash or prepayment.
3. The buyer is responsible for all bank charges and fees in connection with payment.
4. In the event that payment is not made punctually, interest will be calculated at the current rate from maturity date.
5. Payment by cheque is first approved when the cheque has been cashed by the buyer's Bank.
6. Postponement of agreed delivery date does not justify a corresponding postponement of payment.

6. Property proviso

1. The supplied products remain the manufacturer's property until payment has been paid in full.

7. Claim and Guarantee

1. The products are supplied with the standard of workmanship and condition which are valid at the time of delivery.
2. The buyer should ensure, immediately upon receipt of the goods, that they are not deficient and in good condition.
   Claims regarding missing or defect items, which ought to be discovered during such an investigation, must be forwarded within 8 days from receipt of delivery.
   The return of goods cannot be accepted without the manufacturer's prior written acceptance.
3. A guarantee for material and manufacturing defects is granted if the manufacturer has been informed within a period of 12 months from receipt of the goods.
4. The manufacturer undertakes and reserves the right to free of charge redress at their works or exchange of defect products.
   The parts replaced transfer automatically to the manufacturer's property and must be returned to them as agreed.
5. Services and products supplied, which have not been accepted in writing by the manufacturer as guarantee grants, are entered on the account in accordance with the above general conditions.
6. Any guarantee validity lapses in the event that changes have been made, without previous written authority from the manufacturer, on the supplied goods or, in the event that the manufacturer's request that the defective goods are to be returned is not met.
7. General wear and tear, which can be attributed to lack of control or service, incorrect treatment, unfit operation conditions, incorrect installation or electrical connection will not be compensated.
8. Expenses or costs incurred with the return and reassembly or corresponding arrangements and indirect loss and damage will not be compensated.
9. Possible expenses for repair, which are carried out by the buyer or third party without the manufacturer's prior written authority, will not be compensated.
10. For third-party articles being part of a delivery, e.g. electric accessories, automatic controls etc., the sub-supplier's guarantee is valid

8. Product liability

1. Refer to conditions in Danish standard NL92

9. Validity

1. Should an individual section of these conditions - regardless of reason - be invalid, this will not affect the validity of the remainder.

10. Disputes

1. Danish Law and legal rights will apply between the buyer and manufacturer.
2. Defence in disputes between the buyer and manufacturer is with the Danish "Trading Court ".

11. Force Majeure

1. All offers, order acceptance and supplies are valid with the reservation for force majeure, war, blockade, conditions imposed by the Authorities, strike, lock-out, fire, machine breakdown or the like conditions out of the manufacturer's control.
2. In addition to the above mentioned conditions is valid NL 92, general delivery conditions for supply of machines and other mechanical equipment.

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