Terms and Conditions

1. Scope

1. The present Terms of Sale and Delivery shall apply to the extent that they have not been deviated from through written agreement.
   The buyer’s purchasing terms shall not apply unless accepted in writing by NH Handling A/S (hereinafter referred to as NH).
2. The Terms of Sale and Delivery shall be forwarded to the buyer and shall apply to all orders effected after the date of forwarding.
3. NH shall be entitled to change the Terms of Sale and Delivery with immediate effect.
4. NH’s products are only designed and made for commercial use and must not, without NH’s written consent,
   be used in or integrated into objects which are not used commercially.
5. All intellectual property rights, drawings, sketches, technical specifications, etc. shall belong to NH and must not be copied
   or handed over to any third party without prior acceptance from NH. Nor must the products delivered be made, copied or handed
   over to a third party with this purpose in mind. Unless otherwise expressly agreed, the parties’ agreement does not involve
   any transfer of intellectual property rights.

2. Offer and Acceptance

1. NH’s offers shall apply for 30 days from the date of the offer unless otherwise stated.
   The buyer’s orders and requests shall not be binding for NH until the buyer has received written order confirmation.

3. Price

1. Unless otherwise agreed, the price shall be stated exclusive of VAT and duties and in Danish currency.
2. All prices shall be inclusive of packing, but exclusive of freight, VAT, customs duties, or other public duties.
3. The price is stated subject to changes considering documented changes to prices for materials, prices from sub-suppliers,
   changes to public duties, exchange rate changes, changes to wages and salaries, etc.
4. If such price changes occur, NH shall without undue delay inform the buyer accordingly.
   The buyer may within 7 days from receipt of that information on the price increase cancel the agreement without being considered in default.
   If the buyer does not cancel the agreement within the 7-day period, the price increase shall be considered accepted by the buyer.
5. Notwithstanding the above, NH shall after the buyer’s acceptance be entitled to regulate the price in case of documented changes
   to exchange rates, public duties, customs duties, etc., which lead to an increase in NH’s costs, without the buyer having the right
   to cancel the agreement.
6. If the delivery is changed, or if NH’s costs are otherwise increased because of the buyer’s circumstances,
   NH shall likewise be entitled to regulate the agreed price accordingly.

4. Delivery

1. Delivery shall be ex works NH’s place of business, cf. Incoterms 2010, unless otherwise expressly agreed.
2. The products bought shall be forwarded at the buyer’s expense and risk.
3. Delivery up to 30 days after the delivery date stated in the order confirmation shall be considered delivery on time.
4. If delivery is delayed for more than 30 days, the buyer shall be entitled to rescind the contract,
   unless the products purchased have been reported ready for dispatch before NH has received written notice of rescission.
   The buyer cannot raise any claim of any kind against NH in case of delay.
5. The buyer shall not be entitled to reject part delivery.

5. Barriers to Delivery

1. The following circumstances shall lead to exemption from liability if they prevent fulfilment of the agreement
   or make fulfilment unreasonably onerous: labour market disputes and any other circumstance beyond the parties’ control,
   such as fire, war, mobilisation or military drafting, requisition and seizure, currency restrictions, riots, unrest,
   lack of means of transport, general shortage of goods, fuel restrictions, and defects in or delays of deliveries from sub-suppliers.
2. If delivery without defects or on time is prevented temporarily through one or more of the above circumstances,
   delivery shall be postponed for a period corresponding to the duration of the prevention plus a reasonable period
   for normalisation. Delivery on the postponed date shall in every respect be considered delivery on time.
   If the barrier can be expected to last more than 12 weeks, both NH and the buyer shall be entitled to cancel the agreement
   without being considered in default.

6. Payment / Reservation of Property

1. The terms of payment shall be net cash unless otherwise agreed.
2. In case of late payment, the purchase amount shall carry interest at 1.5% per month or fraction thereof.
3. The products delivered shall remain NH’s property until payment of the full amount has been made,
   including interest and costs incurred.
4. Complaints regarding deliveries shall not entitle the buyer to withhold payment for deliveries already made,
   and withholding of amounts due shall be considered default.
5. If the buyer has a claim which may be set off against the purchase price,
   such set-off may only be made with NH’s prior written consent.

7. Liability for Defects

1. The buyer shall examine the delivery immediately upon receipt.
   In case of defective delivery, NH shall be informed in writing immediately.
   The buyer may not later invoke defects which were or should have been discovered during such examination.
   The same applies if the buyer fails to complain immediately about hidden defects discovered later.
2. NH has the right to remedy defects caused by material or manufacturing faults,
   either by replacement or, at NH’s option, repair.
3. If replacement or repair entails disproportionate costs,
   NH shall be entitled instead to grant a proportional reduction in the purchase price.
4. NH’s liability for defects is limited to replacement, repair or price reduction at NH’s discretion.
   The buyer has no further remedies.
5. In connection with repair or replacement, the buyer shall at own expense make the defective product available at NH’s place of business.
   Return and re-dispatch shall be at the buyer’s expense and risk.
   Labour costs and other consequential costs are not included.
6. Replaced components shall belong to NH.
7. NH’s liability covers only defects discovered within 24 months from delivery.
   Liability lapses if the buyer does not complain within 8 days after the defect was or should have been discovered.
8. NH shall not be liable for consequential damage, liquidated damages, operating loss, loss of time,
   loss of profits or other indirect losses, including costs of dismantling and reinstallation.
9. NH’s liability shall in no case exceed the invoice value exclusive of VAT for the defective product.
10. The buyer shall not remove manuals or alter labels regarding capacity, warnings or serial numbers.
11. Any modification or intervention without NH’s written consent releases NH from liability.

8. Product Liability

1. NH shall be liable for personal injury only to the extent required by mandatory law.
2. NH shall not be liable for damage to property or goods belonging to the buyer or third parties
   while the products are in the buyer’s possession.
3. NH shall not be liable for damage caused by products manufactured by the buyer
   or products in which the buyer’s products are incorporated.
4. NH shall in no case be liable for consequential or indirect damage.
5. If product liability is imposed on NH towards a third party,
   the buyer shall indemnify NH to the same extent as NH’s liability is limited above.
6. If a third party raises a claim, NH shall be informed immediately.
   The buyer shall accept being joined in legal proceedings before the competent court or arbitration tribunal.

9. Partial Invalidity

1. If one or more provisions of these Terms are declared invalid or unenforceable,
   the remaining provisions shall remain valid and enforceable.

10. Governing Law and Venue

1. Any dispute shall be settled according to Danish law, excluding rules on private international law.
   Venue shall be the Court in Viborg, Denmark.

Viborg, July 2021