Sales and delivery terms for Sjorup Group A/S

1 APPLICATION

1.1 These general sales and delivery terms (the "Terms") apply to all supplies of products and/or services (the "Product") from Sjorup Group A/S ("Sjorup Group") to any customer ("Purchaser"), unless they are explicitly waived or modified by another written agreement.

1.2 Any of the Purchaser’s deviating acceptance, order, purchase terms or appendixes, changes or limitations to the Terms only apply to the extent that Sjorup Group has given its express written consent thereof.

2 ORDER CONFIRMATION/ACCEPTANCE OF QUOTATION

2.1 Purchaser’s offer to purchase the Product pursuant to the Terms shall be deemed an order. Only orders, for which there are a written order confirmation (acceptance) from Sjorup Group, are binding for Sjorup Group and only on the terms contained in the order confirmation.

3 DELIVERY AND PASSING OF RISK

3.1 The Product is delivered Ex Works Sjorup Group, Sjorup, Viborg, Denmark. At the lack of information from the Purchaser on the means of transport, Sjorup Group may ship the Products to the Purchaser by the means of transport chosen by Sjorup Group. The transport is carried out at the Purchaser''''''''s expense and risk.

4 DELAY

4.1 Unless otherwise agreed in writing, the time of delivery notified by Sjorup Group is approximate. Any delays do therefore not entitle the Purchaser to cancel the agreement, unless the delay has a duration of more than 30 days.

4.2 The Purchaser is only entitled to compensation if the delay is caused by gross negligence or willful misconduct of Sjorup Group. Moreover, the Purchaser cannot make any claim, including compensation claim towards Sjorup Group, hereunder also not in the event of termination of the agreement.

5 PRICES

5.1 For customers based in Denmark, Norway and Sweden the prices are in DKK (Danish Crown), for all other countries the prices are in EURO, unless otherwise stated or agreed.
All prices are excluding shipping, returnable packaging, cf. paragraph 6.2, VAT and other taxes or duties.

5.2 Sjorup Group reserves the right to adjust the agreed prices, provided that in the time between the date of the order confirmation and the delivery a change of exchange rates, material prices, prices from sub-suppliers, public taxes, customs duties, government intervention or similar conditions occur, of which Sjorup Group has only limited or no control.

5.3 Warranty New Parts: A 1-year warranty is provided for manufacturing and material defects in commercial purchases from invoice date. The warranty does not cover consequential damages and labor costs.
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6 PACKAGING

6.1 Disposable packaging is included in the price of the Product and is not reimbursed at any return.

6.2 Returnable packaging is not included in the price of the Product, but is credited to the Purchaser at immediate carriage-free return in undamaged condition and in accordance with Sjorup Group’s instructions.

7 TERMS OF PAYMENT

7.1 Payment shall be made net cash before shipment. Sjorup Group may choose to extend credit to the Purchaser on the basis of a credit assessment of the Purchaser. All payments must be made via electronic bank transfer or direct payment - without deduction of any transaction or withdrawal charges - to the bank account indicated in the invoice.

7.2 At payment after the due date a default interest of 1,5% per commenced month will be charged.

8 RETENTION OF TITLE

8.1 Sjorup Group maintains the ownership of the sold Product until the time where payment of the total purchase price of the Product has been made.

9 PRODUCT INFORMATION

9.1 Any product information, including information on the choice of Product, their application or use, Purchaser’s product design, weight, dimensions, capacity, or other technical data in catalogue, description, prospectus, advertisement, etc., is to be considered as informational, and is binding only to the extent expressly referred to in Sjorup Group’s quotation and/or order confirmation. Specific requirements from the Purchaser shall be confirmed in writing by Sjorup Group.

10 CONFIDENTIAL INFORMATION

10.1 Any information that is not publicly available, including drawings and technical documents handed over by Sjorup Group to the Purchaser, shall remain Sjorup Group''''''''s property and shall be treated confidentially by the Purchaser.

11 CHANGES

11.1 Sjorup Group reserves the right to make changes to the Product without notice, provided that this can be done without significantly changing the agreed technical specifications and without substantial modification of the Product form or function.

12 DEFICIENCIES

12.1 Upon receipt of the Product, the Purchaser has an obligation to conduct a thorough inspection of the supply. Complaints about deficiencies in the Product must be made in writing to Sjorup Group without undue delay.

12.2 In the case of hidden deficiencies, complaints must be notified within 2 months after the delivery of the Product. After this time, complaints about deficiencies in the Product cannot be made, regardless of when such deficiencies were found.

12.3 If there are deficiencies in the Product, for which Sjorup Group is responsible, Sjorup Group may freely choose to remedy, replace or credit the Product.

12.4 On Sjorup Group’s request the Purchaser shall, at the Purchaser’s own risk and expense, send the Product to Sjorup Group with a packing list with indication of the alleged deficiency. The Product, which is returned or made available for repair, must be without attached parts, unless otherwise agreed in writing with Sjorup Group.

12.5 If Sjorup Group’s inspection shows that the Product is not defective, Sjorup Group is eligible to return the Product to the Purchaser at the Purchaser’s risk and expense, and Sjorup Group is entitled to payment for time and materials used in connection with the inspection.

12.6 The ownership of the Product or product parts that have been replaced passes to Sjorup Group.

13 PRODUCT LIABILITY

13.1 Sjorup Group is responsible for product damages pursuant to the product liability act with the exceptions resulting from the Terms.

13.2 Sjorup Group is not responsible for damages, which the Product causes on real property or movables, which occur while the Product is in the Purchaser''''''''s possession.

13.3 Sjorup Group is not responsible for damages to i) products manufactured by the Purchaser, or to products, in which the Purchaser''''''''s products form part, or ii) to real property or movables, which the Purchaser’s products cause as a result of the Product.

13.4 Sjorup Group’s responsibility for product damage can never exceed the cover amount in Sjorup Group’s at all times applicable product liability insurance, and, moreover, Sjorup Group is also not responsible for product liability unless this is covered in the product liability insurance. Cover amount and scope of cover will be provided upon request.

13.5 If Sjorup Group is held liable towards a third party in a wider scope than what is included in the Terms, the Purchaser is obliged to indemnify Sjorup Group for any loss and expense in this respect.

13.6 The Purchaser is obliged to be sued by the same court that tries liability claims against Sjorup Group in connection with the Product.

14 LIMITATION OF LIABILITY

14.1 Sjorup Group is in no case liable to the Purchaser for any kind of loss of profit, consequential damage and indirect loss, including operating loss, loss of production, revenue, goodwill or anticipated savings.

14.2 Sjorup Group''''''''s liability for loss or damage at deficiencies (paragraph 12), is in any case limited to the invoiced amount for the Product, exclusive of VAT or other charges.

15 FORCE MAJEURE

15.1 Sjorup Group is entitled to cancel orders or to postpone the agreed delivery of the Product, and has, moreover, no responsibility for any missing, defective or delayed delivery that in whole or in part is a result of circumstances, which are outside Sjorup Group’s reasonable control, such as Hacker attacks, virus attacks, insurrection, riots, war, terrorism, fire, public regulations, strike, lockout, slow-down, lack of means of transport, shortages, accidents in the production or testing, or lack of energy supply, disease or delay or lacking deliveries from supplier.

15.2 In such cases all the Purchaser’s rights are suspended or do no longer apply. Sjorup Group has the right to cancel the order when the delivery hindrance has had a duration of more than 60 days. The Purchaser can neither in case of cancellation or postponed execution claim compensation nor otherwise make any demands against Sjorup Group.

16 PERSONAL DATA

16.1 Sjorup Group and Sjorup Group''''''''s sub-suppliers are entitled to process and store personal data relating to individual contacts at the Purchaser, for example name and contact information, also outside the Purchaser''''''''s country. Sjorup Group will use such personal data in connection with Sjorup Group''''''''s fulfilment of its obligations towards the Purchaser (e.g. management of customer relations and payment transactions), to analyse and improve Sjorup Group''''''''s products and services, and/or to send information relating to Sjorup Group’s products, services and events to the Purchaser''''''''s contact persons. Where consent is required by law, the Purchaser hereby gives his consent that personal data can be used and transferred as described above, and recognises that personal data will be subject to the legislation of the country where the data is stored/the server is located. Sjorup Group will make use of adequate contractual and technical mechanisms in order to ensure the protection of personal data. Sjorup Group will store personal data for as long as the business relationship with the Purchaser exists. Where required by mandatory law and provided that the necessary conditions have been met, the Purchaser as a natural person has the right to access, correct, inquire about, or object to the processing of the Purchaser''''''''s personal data. For further information, please contact your contact person at Sjorup Group.

16.2 Sjorup Group adheres to the current legislation within the EU General Data Protection Regulation.

17 REFERENCES

17.1 All references to product numbers, OEM numbers and original spare parts references have been received from Sjorup Group’s suppliers, for example Carraro Drive Tech, Dana-Spicer and ZF Danmark.

17.2 Sjorup Group uses OEM numbers to locate the original number of the spare parts from the manufacturer, who provides them.

17.3 It should be noted that Sjorup Group does not sell original spare parts from the providing manufacturers, but Sjorup Group sells spare parts from the same original manufacturers, who supply to the providing manufacturers.

18 DISPUTES

18.1 Any disputes between the parties arising out of or in relation to an agreement governed by the Terms shall be decided by Danish law, with the exception of international applicable law and jurisdiction regulations.

18.2 Any dispute, which cannot be resolved amicably, shall be referred to and settled by arbitration at the Danish Arbitration Institute in accordance with the rules adopted by the Danish Arbitration Institute, which are in force at the commencement of the arbitration proceedings.

18.3 Each party is entitled to have an injunction granted or to implement enforcement of arbitral decisions by the ordinary courts. The place of arbitration shall be Copenhagen. The language of arbitration shall be Danish unless the parties agree otherwise. The arbitration case and the arbitration award shall be confidential and involved people from each party are subject to the confidentiality obligation.