Terms of sales and delivery

Terms of sales and delivery applicable for:

Chris Jensen A/S and Chris Jensen Kalundborg K/S

GENERAL

These present terms of sales and delivery (in the following referred to as ”the terms”) shall apply for any delivery from CHRIS JENSEN A/S (in the following referred to as CJ) unless otherwise agreed and accepted in writing by CJ. In the event of discrepancy between the terms and any kind of the buyer's terms of business, these terms shall come into force in preference to the buyer's terms of business.

QUOTATIONS AND COST ESTIMATES

A written quotation by CJ shall – unless otherwise agreed in writing – be in force for a period of 30 days from the date of quotation. The buyer's written acceptance of CJ's quotation shall have been received by CJ prior to the expiry of the acceptance period. Cost estimates made by CJ shall only be guide prices and thus not binding for CJ, regardless of how much the final price may deviate from the cost estimate.

SPECIFICATIONS

At the placing of orders to CJ, it shall be the buyer's responsibility to ensure that the order is attached a specification of the buyer's demands, desires and technical requirements. CJ shall reserve the right to change CJ's product assortment and services without notice. All technical specifications submitted by CJ shall thus be subject to the reservation of such changes.

PRICES

Any prices agreed on shall be exclusive VAT rates applicable at all times, other duties and imposed surtaxes, if any. CJ shall reserve the right to increase prices without notice resulting from external cost increases, comprising but not limited to raw material increases, taxes and duties on which CJ has no influence. Unless otherwise agreed, all CJ's prices shall be ex works delivery.

PRODUCT PROPERTIES AND CONSULTANCY

Whether a delivery to the buyer shall be suited for the intended purpose shall not be CJ's responsibility, and, likewise, CJ shall never be responsible for the functionality of the delivery. Neither shall CJ be responsible to the buyer for projecting and/or consultancy unless a written agreement has been made in respect of such projecting/consultancy.

TERMS OF PAYMENT

Unless otherwise expressly agreed in writing, CJ's terms of payment shall be net cash 20 days from the date of invoice. In the event of late payment, a reminder fee of DKK 100.00 shall be issued per reminder. Likewise, there shall be a 1.5% default interest per month or fraction of a month. In the event of payment after the due date, default interest and reminder fees shall be balanced out first.

DELIVERY AND WAREHOUSING

Unless otherwise expressly agreed in writing, all deliveries shall be ex works (Incoterms 2000). Thus, CJ's responsibility in respect of a delivery shall thus cease the moment the delivery is handed over to the performing carrier for the purpose of further transportation to the buyer.

Storage of the buyer's goods in CJ's warehouse or CJ's application of the buyer's tools of which CJ's or CJ's supplier has possession/custody as a consequence thereof, the buyer shall on his own initiative be under an obligation to take out appropriate insurance in respect of such objects and tools that will not be covered by CJ's insurance..

DELAY

The agreed date of delivery shall appear from CJ's quotation and or order confirmation. Even though the agreed date of delivery is exceeded, the buyer shall not be entitled to terminate the concluded agreement unless the agreed delivery time is exceeded by more than 30 days. Such termination, which shall be the buyer's sole non-performance powers, shall be in writing. The buyer shall not be entitled to make any compensation claims against CJ owing to delay or failure to deliver.

DEFECTS

The buyer shall be under an obligation to carry out the necessary inspection immediately upon reception of the delivery for the purpose of verifying whether the delivery is in compliance with what has been agreed. Any complaints in connection with the delivery shall always be made in writing and immediately upon the detection of the defect, albeit no later than 5 workdays after the reception of the delivery. In the event of belated complaint, the buyer's right to remedial action/compensation shall lapse.

In the event of visible transportation damage and/or lacking parts of the consignment, the buyer shall upon reception of the delivery mark the consignment note to this effect and secure the signature of the conveyor. If the buyer fails to do so, he shall forfeit any right in respect of defects.

In the event of a defect and/or damage in respect of the delivered goods which can be ascribed to CJ, CJ shall always be entitled to discharge itself from the responsibility by way of a replacement delivery. If a replacement delivery takes place within 30 days after buyer's complaint, the buyer shall not be entitled to make further claims against CJ. If CJ cannot make a replacement delivery, the buyer shall be entitled to be credited with the invoiced amount.

LIABILITY FOR DAMAGES

CJ shall under no circumstances be liable to pay damages in the event of operating loss, loss of time, loss of profits or other indirect loss. CJ can never be held liable for the functionality for a workpiece/plant designed by the customer. Besides, CJ's liability to pay damages shall never be in excess of the amount of a given order in terms of value.

FORCE MAJEURE

CJ shall not be responsible for non-compliance in respect of delivery obligations if such non-compliance is owing to circumstances outside CJ's control.

Force majeure shall, for instance, be construed as comprising the following circumstances: Natural disasters, war, civil unrest, mobilisation, failing supply of raw materials, failing transportation possibilities, import and/or export prohibition, exchange controls, lack of manpower or any other circumstance that may hinder or complicate ordinary manufacturing processes, strike lockout, fire or damage to CJ's production equipment/property. The consequence of force majeure in respect of one of CJ's subcontractors shall, in relations between the buyer and CJ, be construed as exemption from liability as were the force majeure circumstance occurring at CJ. In the event of force majeure, CJ shall be entitled to choose between termination of the agreement or parts thereof and delivery at the point in time when the force majeure situation has lapsed.

RETURNS

If CJ has accepted a delivery as being defective, return of the said delivery shall take place at CJ's expense on the provision that the buyer complies with CJ's instructions concerning packaging and shipping. Any return of a delivery from CJ shall always presuppose written agreement with CJ. If such returns have not been agreed on in writing, CJ's obligation to pay therefore shall lapse. Returns shall be returned to CJ in original and undamaged packaging. If the original packaging has been destroyed or damaged, the buyer shall be responsible for ensuring secure wrapping and packaging.

PRODUCT LIABILITY

The product liability shall be regulated in pursuance of NL92, clause 36, albeit – pursuant to clause 36, final point, the mutual relations between buyer and CJ shall be settled in pursuance of clause 15 of the provisions. Besides, CJ´s responsibility in respect of property damage shall never be in excess of the amount of a given order in terms of value.

VENUE AND APPLICABLE LAW

Any disputes between the parties shall be settled before an ordinary Danish court of law, with the district court in Sorø as the court of first instance. The agreement between the parties shall be subject to Danish law.

OTHER REGULATION

The international purchasing law no. 733 of 7 December 1989 shall not be in force between the parties.

These present terms shall take precedence in respect of the non-mandatory provisions of national and international law, comprising – but not limited to – the Danish Sale of Goods Act.

Chris Jensen A/S –22 February 2012.