Conditions

Olsen Metaltrykkeri A/S
General Terms of Sale and Delivery, Edition 2010

The following terms of sale and delivery apply to the extent that they are not deviated from by express agreement.

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1: Offer and Agreement

• 1.1. The offer is binding for 1 month from the date of the offer.
• 1.2. If the buyer has requested the preparation of sketches, layouts, clean drawings, text proposals, proof prints, etc., Olsen Metaltrykkeri A/S, hereinafter referred to as OM, is entitled to have this work paid for.
• 1.3. An agreement is made when the buyer’s acceptance is received. In cases where the buyer does not provide explicit acceptance, the agreement is considered made when OM has issued an order confirmation for a received order.
• 1.4. Any changes to order specifications, including cancellations, can only be accepted if the order has not been put into production, and to be valid, must be confirmed in writing by OM.
• 1.5. Offers and deliveries are based on the customer’s drawing materials. Unless otherwise agreed, ISO 2768-Groove is used to determine unspecified tolerances for turned parts. For shaped parts, ISO 2768 is used only as a guideline according to section 1 of the standard.

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2: Price

• 2.1. All prices are excluding VAT.
• 2.2. All prices are quoted based on the levels of wages, material prices, and other costs applicable on the date of the offer or order confirmation.
• 2.2.1. If there are increases in material prices or other costs during the time leading up to the completion of delivery, OM is entitled to adjust prices with such documented increases.
• 2.3. All deliveries are based on EUR pallets, which are invoiced upon delivery and credited at full price minus 10% upon return.
• 2.4. The price assumes that the ordered quantity is taken in full. However, OM reserves the right to partial deliveries.
• 2.5. In the event of late payment, interest will be charged. It is specifically noted that compound interest will be applied. Interest is due upon accrual.

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3: Ownership Rights, Copyright, etc.

• 3.1. OM’s sketches, layouts, drawings, text proposals, etc., belong to OM and may not be transferred to third parties without OM’s approval.
• 3.2. Items created for the delivery, such as molds, fixtures, drawings, photographic work, films, etc., belong to the party that incurred the costs associated with them. Olsen will store tools, etc., for 4 years from the last delivery date. After this period, OM reserves the right to scrap the tools. If the aforementioned costs have only been partially paid by the customer, ownership rights belong to OM.

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4: Deficiencies

• 4.1. OM has the right to a shortfall or excess delivery of up to 10% of the agreed quantity and to invoice accordingly. OM reserves normal production tolerances in material thickness.
• 4.1.1. If the delivery proves to be defective, the buyer is obliged to report this within 14 days. If the buyer fails to report or reports late, the buyer loses the right to claim the defect. OM is entitled to remedy a defect if this can be done within a reasonable time.

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5: Liability

• 5.1. In the event of delays and in the case of deficiencies in the delivery, OM has no liability if the delay or deficiency is due to labor disputes of any kind, machinery damage, water damage, fire, or any other circumstance beyond OM’s control.
• 5.2. In the event of a delay or in the case of deficiencies in the delivery, OM is not liable for the buyer’s loss of profit, loss of revenue, or other indirect losses, including losses arising from the buyer’s legal relations with third parties, subject to section 5.5.
• 5.3. In cases where there are complaints about defects in an item that has been wholly or partially processed into items or raw materials supplied by the buyer, and provided this complaint is accepted by OM, compensation will only be provided corresponding to the work performed. Customer-supplied raw materials or items not included in the quoted price will not be compensated.
• 5.4. In cases where surface treatment or other subcontractor services are not included in the delivery from OM but are subsequently added to the items, it is the customer’s responsibility to inspect the items before these subsequent processes are initiated. Any costs for these services will therefore not be reimbursed by OM in the event of a complaint.
• 5.5. In the event that a delivered product causes damage, OM is only liable if it is documented that the damage is due to errors made by OM or OM’s employees that could not have been prevented by the buyer’s inspection of the delivered goods. However, OM is never liable for damage caused to the buyer’s or others’ production, to products that are packaged in the delivered products, or to items in the manufacture of which these products are involved, unless it is documented that OM acted with gross negligence. OM is never liable for loss of profits, loss of revenue, or other indirect losses. If OM is imposed with liability that exceeds the established limits of OM’s responsibility, the buyer is obliged to indemnify OM for this as well as for legal costs.
• 5.6. OM has no liability for the buyer’s lack of rights to reproduce, duplicate, or publish writings, images, drawings, patterns, illustrations, texts, trademarks, other business identifiers, or any other equipment, including designs or anything that may be subject to third-party rights. If OM incurs liability to third parties due to the buyer’s lack of rights, the buyer shall indemnify OM for such liability. The buyer is obliged to allow themselves to be sued in the same court that deals with the question of OM’s liability.

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General Purchasing Conditions, Edition 2010

1: General Conditions

• 1.1 These purchasing conditions apply to deliveries to Olsen Metal A/S (hereinafter referred to as “the Company”). In the event of a discrepancy between the Company’s general sales and delivery conditions and the terms of sale and delivery from the supplier, these general conditions will form the basis for the supplier’s terms unless otherwise agreed in writing.

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2: Order Confirmation

• 2.1 An order confirmation signed by the supplier must be sent to the Company no later than 5 days after receipt of the order.

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3: Delivery

• 3.1 All necessary documents regarding delivery, as specified in the purchase order/order confirmation, must be sent to certifikat@olsen-metal.dk before the goods arrive at the Company. Invoices should be sent to: faktura@olsen-metal.dk.
• 3.2 Unless otherwise agreed in writing, delivery must be DDP (Incoterms 2010) on the day or within the deadline specified in the order confirmation.
• 3.3 Delivery must be made to the address specified in the purchase order, unless otherwise agreed in writing.
• 3.4 Accompanying the delivered goods, there must be a delivery note that specifies the Company’s order number and a specification of the delivery, including quality, quantity, item number, and type.
• 3.5 In the case of multiple orders, a separate delivery note must be issued for each order, which must accompany the delivery.
• 3.6 Each unit in a shipment must be labeled with the Company’s item number, and all waybills must include the Company’s order number and be issued to the Company.
• 3.7 Regardless of whether the supplier is responsible for transportation to the agreed delivery location, it is the supplier’s responsibility to ensure that the goods are properly packaged and suitable for normal transport according to the Company’s packaging instructions specified in the purchase order/order confirmation.
• 3.8 If the above conditions are not met, the Company reserves the right to refuse the shipment.
• 3.9 The supplier guarantees that deliveries comply with applicable EU and Danish legislation, including REACH and RoHS directives.

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4: Delay

• 4.1 In the event of a delay or expected delay, the supplier must immediately notify the Company in writing.
• 4.2 Unless the supplier can prove that a force majeure situation has arisen, the Company is entitled to choose either to maintain or cancel the order. If the Company chooses to maintain the order, the Company may charge an amount equal to 3% of the contract sum for each week or part thereof that exceeds the delivery time, even if 10% plus damages are according to the general rules of Danish law.
• 4.3 Regardless of whether the Company chooses to maintain or cancel the purchase, the Company is entitled to claim compensation for any costs and losses resulting from the delay.
• 4.4 Without unreasonable delay, the Company must inform the supplier whether the purchase will be maintained or canceled, regardless of whether delivery has occurred, provided that delivery has taken place after the expiration of the agreed delivery time.

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5: Payment

• 5.1 Payment terms are net month plus 30 days from receipt of a correct invoice issued no earlier than the delivery date, unless otherwise agreed in the purchase order/order confirmation.
• 5.2 The invoice must be sent to the address specified in the purchase order, with an accurate specification of the delivered goods, including both quantity and quality, and indicating the Company’s purchase order number.
• 5.3 The Company reserves the right to reject any invoice that does not meet the above conditions.

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6: Warranty

• 6.1 Effective from the delivery date, the supplier shall provide a 24-month warranty that the delivered goods are free from defects. The supplier shall also guarantee that the goods comply with all legal requirements, including environmental and safety standards.
• 6.2 The supplier shall further guarantee that no intellectual property rights, including patent rights, copyright, or other exclusive rights, will be infringed in connection with the sale of goods/services to the Company and its further processing thereof.

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7: Defects

• 7.1 The delivery is considered defective if it does not meet the specifications provided by the Company or does not meet an ordinary good standard for that type of goods.
• 7.2 Within a reasonable time after delivery, the Company shall inspect the goods in accordance with the Company’s procedures. Any defects or shortcomings found during the inspection must be reported to the supplier within a reasonable time.
• 7.3 For goods whose function cannot be tested before they are put into use by the Company’s customer, the quality control shall take place when the goods are delivered and put into use by the Company’s customer, and the warranty period according to Section 6.1 shall apply from this point.
• 7.4 If defects and shortcomings are discovered by the Company within the warranty period, the supplier must be notified of this without unreasonable delay. At its discretion, the Company is entitled to terminate the agreement in whole or in part, return the goods to the supplier at the supplier’s expense, demand repair or replacement at the supplier’s expense, and/or claim compensation for any damages incurred.
• 7.5 If the order is not canceled, the Company is entitled to demand that the supplier deliver non-defective replacement goods or a price reduction corresponding to the defect or shortcoming. If a repair or replacement is not carried out to the Company’s full satisfaction or without unnecessary delay after the Company’s request has been made, the Company is entitled to have the defects and shortcomings repaired at the supplier’s risk and expense.
• 7.6 Payment for the goods does not prevent the Company from asserting claims against the supplier due to defects or shortcomings.
• 7.7 The supplier is responsible for any costs and losses, both direct and indirect, incurred by the Company in connection with defects and shortcomings within the warranty period according to Section 6.1.
• 7.8 In the event of repair or replacement, a new warranty period shall run from the time the Company’s customer accepts the delivery as being free from defects.

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8: Confidentiality

• 8.1 The supplier must not disclose information about the Company and deliveries to the Company unless otherwise stated by mandatory legal provisions or information that has entered the public domain for reasons not attributable to the supplier. This obligation also applies after delivery.

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9: Force Majeure

• 9.1 If timely delivery is hindered or excluded due to war, war-like conditions, mobilization, political unrest, embargoes, fires, strikes, lockouts, natural disasters, etc., not caused by circumstances attributable to the supplier, the delivery time shall be extended by a period corresponding to the number of lost calendar days.
• 9.2 The supplier must immediately notify the Company of the cause as well as the expected duration and send written documentation of the arising force majeure situation. In the event that delivery is delayed by 30 days due to force majeure, the Company is entitled to cancel the agreement in whole or in part, but without claiming compensation.
• 9.3 The Company is entitled to cancel the order in writing if the Company is subjected to any of the events listed in Section 9.1. The same applies if such an event occurs at any of the Company’s customers to whom the delivery was intended, in whole or in part, regardless of whether the supplier has been notified thereof.

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10: Product Liability

10.1 The supplier shall provide an indefinite guarantee that the delivered goods are free from defects that may cause product liability damage. The supplier shall indemnify the Company for product liability and losses caused by such defects, either in whole or in part.

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11: Law and Jurisdiction

11.1 Any dispute arising from the delivery or the agreement between the parties is subject to Danish law, including the Convention on International Sales (CISG). This applies even in cases where the supplier is located outside of Denmark.

11.2 The jurisdiction for lawsuits initiated by the supplier against the Company shall be the Court in Glostrup.

11.3 The jurisdiction for lawsuits initiated by the Company against the supplier shall, at the Company’s discretion, be either the Court in Glostrup or the court where the supplier is located.

11.4 If a lawsuit is brought against the Company or a dispute with the Company is submitted for arbitration regarding matters related to deliveries made by the supplier, including cases of product liability, the supplier—if the Company so desires—shall accept such litigation or arbitration.