STANDARD TERMS AND CONDITIONS FOR SALE V 1.1

These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by Ingemann Components A/S (referred to herein as “Ingemann”):

GENERAL

Ingemann, upon written acceptance of an order placed by Buyer, will supply the Products (the “Products”) specified in the accepted order (the “Order”) to the buyer (the “Buyer”), pursuant to the terms and conditions of this Agreement and Ingemanns acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provision contained in Buyer’s purchase orders, invoices, acknowledgements or other documents. The details of the Order (e.g. quantity, price, and Product specifications) shall be set forth in the relevant Order. All orders from the Buyer are subject for Ingemanns final confirmation/accept.

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PRICE AND TERMS

All quoted prices are for delivery ex works (Ingemanns premises or warehouse facilities) unless otherwise stated in the Order. The prices payable by Buyer for Products to be supplied by Ingemann under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude shipping, insurance, installation, taxes, customs, document charges, packaging materials and freights forward’s charges.

Payment terms shall be specified in the relevant Order.

If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay finance charges of one and one-half percent (1.5%) per month on the late balance and Ingemann reserves the right to

1.      withhold shipment of the Products until full payment is made; and/or

2.      revoke any credit extended to Buyer.

3.      Ingemann retains ownership to the Products specified in the Order until payment in full is received.

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PRODUCTS AND DELIVERY

Unless otherwise specified in the Order, it will be delivered ex works (Ingemanns premises or warehouse facilities). Ingemanns offers and quotations are subject to change without prior notice.

Partial deliveries and the corresponding invoices shall be permitted to a reasonable extent.

Ingemann reserve the right for quantity variances of up to +/- 5% of the confirmed order quantity on Products customized specifically for the Buyer.

Force majeure and other influences beyond the control of Ingemann that may hinder the smooth handling of the order, as well as traffic congestion and stoppages, labour disputes, shortage of materials, power cuts, action by government authorities or import and export restrictions, shall entitle Ingemann to postpone the delivery date or, insofar as the fulfilment of the order is seriously jeopardised or prevented by the aforementioned events, to cancel the order in part or in whole, without a right to compensation on the part of the Buyer. Ingemann shall notify the Buyer immediately upon becoming aware of such circumstances.

Ingemann is not responsible for any direct or indirect costs or losses caused by delayed shipments and a delay does not entitle the Buyer to cancel the Order, unless the delay is significant. The risk of accidental loss or deterioration of the Products specified in the Order will pass over to the Buyer when the carrier takes possession of the goods and the risk will pass to the Buyer no later than at the time where the goods leave Ingemanns facilities.

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RETURN POLICY

The return of any Products – for any reason – requires prior written approval by Ingemann.

Any returned Products must be clearly marked with relevant identification information i.e. such as order number, claim number etc.

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BREACH, DEFICIENCIES AND COMPLAINTS

Any complaints must be made immediately, in writing and no later than 14 days after the deficiency has been discovered or ought to have been discovered and the complaint must contain a specification of the deficiency/deficiencies claimed. If a complaint is submitted after this deadline, the Buyer loses the right to hold Ingemann liable. The Buyer loses any right to complaint and hold Ingemann liable if the Buyer without Ingemanns consent or acceptance have processed, modified, altered, or in any other way changed the relevant Product.

Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of Ingemanns rights hereunder and prior to any claim for damages being made for non-conformance or breach, Buyer shall provide Ingemann with reasonable notice of any alleged deficiencies in the Order or performance under the Order or this Agreement and Ingemann shall have a reasonable opportunity to cure any such alleged non-conformance or breach.

​Ingemann has the right to attempt to correct any Product deficiencies to either the standard Product and/or to the Product caused by Ingemanns handling/fabrication. If this is not possible within 5 working days, Buyer is entitled to claim redelivery of goods or to claim a proportional reduction of the purchase amount but limited to the invoiced price of the defective goods. In case of redelivery of goods the delivery is carried out subject to the Agreement applicable to the original delivery – however freight carrier costs will be paid by Ingemann. Colour and material changes may occur on certain Products after bringing them into use, as a normal consequence of influence from the sun light and climate and are thus not considered as deficiencies.

WARRANTY

Ingemann warrants (the “Warrant”) that, for a period of three (3) months from the date of shipment of the Order from Ingemann (the “Warranty Period”), (unless otherwise specified for individual Products or extended by an Extended Parts Only Warranty Contract), the Products specified in the Order will be free from material defects in materials and workmanship and will conform to Ingemann’s or the customers agreed specifications.

The Buyer is bound to perform quality control when Product(s) are received, at least as a random test. Any claim/complaints must be made according to the terms in “Breach, deficiencies and complaints”. Should the Product(s) be defective, lack warranted qualities, or should Product(s) become defective during the warranty period, Ingemann will have the right to:

1.      make delivery of spare parts;

2.      exchange the Product; or

3.      take the Product back against reimbursement of the purchase price.

Costs of freight are not included in the warranty or claim handling. Missing quantities will be delivered subsequently if possible; in any other case, a credit note will be given.

Any Product that has either been repaired or replaced under the Warrant shall have warranty coverage (parts only) for the longer of thirty (30) days or the remaining original warranty period. Replacement parts used in the repair of Products may be new or equivalent to new.

Other than the warranties set forth in this section, Ingemann makes no warranty of any kind, expressed or implied or otherwise whatsoever, that the Products will be merchantable or fit for any particular purpose or use.

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LIMITATION OF LIABILITY

In no event shall either party be liable for incidental, special, indirect, consequential, or punitive damages even if advised in advance of the possibility for such damages and Ingemanns total liability for damages under this Agreement and Order shall be limited to the total payment received by Ingemann from the Buyer according to the relevant Order.

Ingemann cannot be held liable for any further liability for Products than Ingemann can hold the relevant supplier/subcontractor liable for.

Ingemann cannot be held liable for any advice, recommendation or for any reason in relation to the Buyers choice of materials, construction designs, choice of detergents or any other topics subject for written or verbal Product specifications brought forward by Ingemann.

Ingemann can only be held liable for personal injury if it is proven that the injury is due to an gross error or omission on part of Ingemann.

​Except for gross negligence, Ingemann cannot be held liable for any damage to real estate or movables, which occurs whilst the Product is in the possession of the Buyer.

Ingemann cannot be held liable for damage to and from Products, which have been manufactured by the Buyer or to and from Products in which such Products are used.

Ingemann cannot be held liable for operating losses, loss of earnings or any other indirect losses.

To the extent that Product liability with respect to a third party is invoked against Ingemann, the Buyer is obliged to indemnify Ingemann to the same extent that Ingemanns liability is limited by the Agreement.

Ingemanns liability for deficiencies does not extend to natural wear and tear and improper treatment and does not cover damage/loss caused by faulty or careless treatment, overuse, unsuitable operating material, non-compliance with Ingemanns recommendations for the treatment, testing and storage of Ingemanns Products, nor does it cover damage/loss caused in any other way, the fault of which cannot be attributed to Ingemann.

Ingemann is also not liable if the Buyer or a third party make alterations to the Products delivered by Ingemann or carries out improper repair work.

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CONFIDENTIAL INFORMATION

Any information that parties receive or otherwise have access to incidental to or in connection with this Agreement (collectively, the “Confidential Information”), shall be and remain the property of the disclosing party. Confidential Information shall not include information which: (i) was in the possession of the Receiving Party at the time it was first disclosed by the Disclosing Party; (ii) was in the public domain at the time it was disclosed to the Receiving Party; (iii) enters the public domain through sources independent of the Receiving Party and through no breach of this provision by the Receiving Party; (iv) is made available by the Disclosing Party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the Receiving Party from a third party not known by the Receiving Party to be under an obligation of confidentiality to the Disclosing Party; or (vi) was at any time developed by the Receiving Party independently of any disclosure by the Disclosing Party. Confidential Information may be used to the extent necessary to perform this Agreement and the parties shall not disclose Confidential Information to any third party, except to its agents (who have executed confidentiality agreements containing terms substantially similar to the terms) as necessary to provide the Products hereunder. In no event shall Buyer acquire any right, title or interest in and to any product or process information, including related know how, either existing or developed during the course of the business relationship with Supplier and Buyer, and in no event shall Supplier acquire any right, title, or interest in and to any materials or information provided to it by Buyer.

NOTICE

Any notice sent pursuant to the Order or this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order or to such address as either party may in the future designate. Notices shall be effective upon receipt.

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GOVERNING LAW

The Order and this Agreement shall be governed by the Danish law. Any legal suit, action or proceeding arising out of or relating to the Order or these this Agreement shall be settled at Ingemanns legal venue. However, Ingemann has the right to choose to settle the dispute at the Buyers legal venue.

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FORCE MAJEURE

Neither party shall be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such partys commercially reasonable control.

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SURVIVAL

In the event any provision of the Order or this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of the Order or this Agreement will remain in full force and effect. All sections herein relating to payment, ownership, confidentiality, indemnification and warranties, waiver, and provisions which by their terms extend beyond the specific term shall survive the termination of the Order and this Agreement.

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ENTIRE AGREEMENT 

The Order and this Agreement, sets forth the entire Agreement and understanding among the parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understandings of every and any nature among them. No proposal, purchase order, or any other document provided by either Party to the other, nor any electronic click-wrap, terms of use or similar online consent or acceptance language accompanying or set forth as a prerequisite to any electronic interface or utility associated with any Order, shall be deemed to amend the terms hereof and any such contradictory or additional terms shall be ineffective. No party shall be bound by any condition, definition, warranty, or representations, other than as expressly set forth or provided for in the Order or this Agreement, or as may be, on or subsequent to the date hereof set forth in writing and signed by the party to be bound thereby. In the event of any ambiguity or conflict between any of the terms and conditions contained in this Agreement and the terms and conditions contained in an Order, the terms and conditions of this Agreement shall control, unless the Parties have expressly provided in such Order that a specific provision in this Agreement is amended, in which case this Agreement shall be so amended, but only with respect to such Order. The Order or this Agreement may not be amended, supplemented, changed, or modified, except by agreement in writing signed by the parties to be bound thereby.

– Ingemann Components A/S