GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

Effective from: 10^th June 2026

1. Application of terms and conditions of sale and delivery

1.1.            These terms and conditions of sale and delivery apply to all offers, orders, sales, deliveries and/or other services from Nordisk Innovation ApS (“Seller”), unless otherwise agreed in writing between the parties.

1.2.            The Buyer’s general terms and conditions do not apply.

1.3.            These Terms apply exclusively to business-to-business (B2B) transactions and do not apply to consumers.

2.           Orders and Acceptance

2.1.             All quotations, prices, delivery times and specifications are non-binding until confirmed by Seller.

2.2.            No agreement shall be binding upon Seller until Seller has issued a written order confirmation.

2.3.            Seller reserves the right to reject any order at its sole discretion.

3.             Offers and prices

3.1.             All prices are exclusive of VAT, customs duties, taxes, fees and other governmental charges.

3.2.            If the delivery of the service is postponed due to the Buyer’s circumstances (creditor’s arrears), the Buyer is – unless the Seller notifies the Buyer otherwise in writing – nevertheless obliged to make any payment to the Seller as if delivery had taken place at the agreed time.

3.3.            The Seller may cancel the offer or require a price adjustment where, after the offer date, documented and significant increases in costs arise due to changes in raw material prices, purchase or production costs, exchange rates, public taxes, duties or similar factors. If the Buyer does not accept the adjusted price within 10 business days, the Seller may cancel the offer without liability.

3.4.            Unless otherwise agreed in writing, prices are stated in EUR or DKK.

4.             Delivery and Transfer of Risk

4.1.             Delivery is made “Ex Works”, Øster Kringelvej 22, 8250 Egå, Denmark, in accordance with Incoterms 2020, unless otherwise agreed in writing.

4.2.            Regardless of the section 4.1 the transfer of the risk to the Buyer does not require that the entire contractual service has been delivered by the Seller, as the risk of any partial service/partial delivery of the total contractual service and/or delivery has been transferred to the Buyer when the partial service/partial delivery has been made available to the Buyer at the agreed place.

4.3.            Stated delivery times are generally indicative, unless otherwise agreed.  Products made available for pickup at Seller’s premises within five (5) business days after the agreed delivery date shall not be deemed a delay.

4.4.            The Seller is only liable for delay to the extent that the Buyer documents that the delay is due to the Seller’s negligence and if the Buyer has suffered a direct loss as a result of the delay.

4.5.            The buyer forfeits his right to compensation to the extent that the buyer has not made a written claim to this effect within 15 calendar days after delivery should have taken place.

4.6.            A claim for compensation as a result of the Seller’s delay can never exceed 50% of the invoice amount for the service sold.

4.7.            In no event is the Seller liable for operating losses, loss of profits or profits, loss of earnings or other consequential or indirect losses.

4.8.            If the delay is due to the buyer’s circumstances, the Seller has the right to postpone the delivery time or cancel the agreement with regard to the delivery in question, without liability for the Seller, just as the Seller is entitled to demand from the buyer any costs and losses in connection with such postponement or cancellation.

4.9.            The Seller shall be indemnified by the Buyer for any claim relating to the packaging and/or labelling of the delivered Products in accordance with the applicable law of the country in which the Products are used.

5.             Invoicing and payment

5.1.             Payment must be made by invoice with a 20 calendar day payment deadline from the invoice date.

5.2.            Notwithstanding section 5.1, the Seller may, at its sole discretion, require full or partial prepayment (deposit) prior to production, shipment or pickup. Where prepayment is required, the Seller will notify the Buyer of the required amount and payment terms in writing. The Seller is not obliged to commence performance until required prepayment has been received.

5.3.            If the Buyer does not pay on time, the Seller is also entitled, after giving the Buyer written notice, to suspend the performance of its contractual obligations until payment is made.

5.4.            The Buyer is not entitled to set off against any counterclaims against the Seller that have not been acknowledged in writing by the Seller and is not entitled to withhold any part of the payment due to counterclaims of any kind.

5.5.            The seller’s receivable is subject to interest from the due date at the interest rate of the Interest Act. When sending a reminder, a reminder fee of DKK 100 /EURO 15 per reminder is calculated.

5.6.            The Seller may at any time demand satisfactory security for the Buyer’s payment obligations, including but not limited to a bank guarantee or surety insurance. If the Buyer fails to provide requested security or prepayment within the period specified by the Seller, the Seller may suspend performance or terminate the agreement without liability and recover any costs incurred.

5.7.            Any prepayment received will be applied against the invoice for the related goods or services. If the agreement is validly terminated by the Seller for the Buyer’s breach, the Seller may retain prepayments to cover its costs and losses, subject to any mandatory law.

6.              Return of goods

6.1.             Delivered goods may only be returned with the Seller’s prior written approval.

6.2.            Approved returns must be unused, in their original packaging, and in commercially resalable condition.

6.3.            Buyer shall bear all transportation, customs, duties, taxes, handling and other costs related to returns.

6.4.            Seller reserves the right to charge a restocking fee of up to twenty percent (20%) of the invoiced value of the returned Products.

6.5.            Any customs duties, taxes, fees or other export/import charges arising from the return, resale or movement of the Products shall be borne by the Buyer and shall not be refundable or creditable against any claim by the Buyer.

6.6.            If the Seller incurs shipping, handling, inspection, storage or other costs in connection with the return, resale or refusal of returned Products, the Seller may recover such costs from the Buyer and set them off against any amounts otherwise payable to the Buyer.

6.7.            Returned Products shall only be eligible for credit or refund to the extent that they can be resold without modification. Where returned Products require inspection, refurbishment, relabelling, repackaging, updating of documentation, regulatory compliance measures, product upgrades, or any other modifications prior to resale, all associated costs shall be borne by the Buyer. Seller may deduct such costs from any credit, refund or other amount payable to the Buyer.

7.             Retention of title

7.1.              To the extent possible under applicable law, title to the products supplied remains with the Seller until payment with any interest and fees incurred has been paid.

8.             Intellectual Property Rights and Confidentiality

8.1.             The Seller does not transfer any rights, licenses of any kind, to intellectual property rights and/or trade secrets disclosed to the buyer by the Seller. The Seller’s disclosure of confidential information and material shall not result in any obligation to grant the buyer rights to these.

8.2.            Seller hereby grants to Customer a non-exclusive, non-transferable, limited, revocable license to Seller’s intellectual property rights that are strictly necessary to use the product.

8.3.            Seller declares that, in Seller’s opinion, the Products do not infringe any third party’s intellectual property rights. However, Seller does not warrant that such third party rights do not exist.

8.4.            The Buyer must inform the Seller of any form of unfair competition affecting the Seller and of any infringement of the Seller’s intellectual property rights. The Customer shall, at its own expense, provide such assistance as the Seller may reasonably require. The Seller is not entitled to ask the Buyer to provide assistance without paying any external costs that the Buyer may incur.

8.5.            Buyer is not entitled to reverse engineer, replicate, duplicate, modify, develop, upgrade, change or similar to any of Seller’s devices or products that compromise Seller’s trade secrets without the prior written consent of Seller.

8.6.            The Buyer undertakes to keep all of the Seller’s trade secrets strictly confidential and undertakes not to use the Seller’s trade secrets for anything other than normal use of the product. The Buyer undertakes not to disclose or cause the Seller’s trade secrets to be disclosed in whole or in part, either directly or indirectly, except as expressly permitted in the prior written agreement.

8.7.            Buyer or others under its responsibility may not use or refer to Seller’s trade names or trademarks in public announcements, promotional activities, marketing materials, promotional materials or efforts without the prior written consent of Seller.

9.              Warranty

9.1.             For warranty provisions, refer to the Seller’s General Warranty Provisions.
Liability for defects

9.2.            The Buyer must immediately upon receipt submit the delivery to a thorough examination in order to ensure that the products delivered are free from defects in both quality and quantity. Defects that should have been discovered by the Buyer during such an investigation cannot subsequently be invoked.

9.3.            Seller undertakes to remedy defects caused by manufacturing or material defects within a reasonable time in accordance with the provisions of this section 9.1.

9.4.            If the Buyer wishes to invoke a defect, the Buyer must, immediately after the defect has been or should have been discovered, notify the Seller in writing of this, and state what the defect consists of. If the buyer has discovered or should have discovered the defect and the buyer does not complain as stated, the buyer cannot later claim the defect. In any case, all remedies for breach lapse 1 year after the date of entry into service of the product.

9.5.            In connection with the rectification, the Buyer must bear all costs and bear the risk of transporting all defective parts to the Seller. After completion of repairs, repairs or replacements, the Buyer is obligated to collect the repaired or replaced item from the Seller at his own expense and risk, unless otherwise agreed. The Buyer must also bear the costs of dismantling and assembling relevant parts.

9.6.            If the Seller has not rectified a defect within a reasonable time, the Buyer may by written notice to the Seller demand rectification within a reasonable period of time, which may not be shorter than 30 calendar days. If rectification is not done within the stipulated deadline, the buyer can choose to cancel the purchase. The Buyer does not have any other remedies for breach of contract in the event of defects in the delivered, including in particular no remedies based on direct or indirect losses, consequential damages, etc.

9.7.            The Seller is in no case responsible for defects caused by abnormal wear and tear, damage, improper use or installation, inadequate maintenance or storage, defects in repairs carried out by others than the Seller, as well as defects or defects attributable to the Buyer.

9.8.            For repaired or replaced products or parts thereof, the Seller’s liability ceases at the same time as for the original delivery, cf. section 9.4.

10.          Professional Use and Regulatory Compliance

10.1.           The Products are intended solely for professional installation and professional use unless otherwise expressly approved in writing by Seller.

10.2.         Buyer shall ensure compliance with all applicable laws and regulations relating to the import, marketing, sale, installation and use of the Products in the country where the Products are sold or used.

10.3.         Buyer shall be solely responsible for compliance with all local requirements relating to product safety, consumer protection, packaging, labelling, environmental obligations, registration requirements and similar regulations.

10.4.         Seller shall not be liable for any claims, penalties, regulatory actions or costs arising from Buyer’s failure to comply with applicable laws and regulations.

11.           Limitation of Liability

11.1.            Seller shall not be liable for any indirect, incidental, consequential, punitive or special damages.

11.2.           Seller shall not be liable for loss of profit, loss of revenue, loss of business, loss of goodwill, loss of data or any other indirect or consequential loss.

11.3.           Seller’s total aggregate liability arising out of or in connection with any order, delivery or Product shall under no circumstances exceed the purchase price paid by Buyer for the Product giving rise to the claim.

11.4.           The limitations set out in this section shall apply to the maximum extent permitted by applicable law.

12.          Product Liability

12.1.           The Seller is only liable for personal injury or property damage if it is proven that the damage is due to fault or negligence committed by the Seller or others for whom the Seller is responsible, unless otherwise provided by mandatory legislation.

12.2.          The Seller is not liable for damage caused by the delivery; (i) on immovable or movable property, or for the consequences of such damage which occurs while the supply is in the possession of the buyer, or (ii) on products manufactured by the buyer or on products in which they are incorporated.

12.3.          The Seller is under no circumstances liable for operating losses, loss of profits or profits, loss of earnings or other consequential or indirect losses.

12.4.         If the Seller should be subject to product liability towards a third party, the Buyer is obliged to indemnify the Seller to the same extent as the Seller’s liability is limited under this section 10.

13.          Force Majeure

13.1.           The Seller will not incur liability in the event of non-fulfilment of its obligations if this is due to force majeure, including war, riot, interference by public authorities, strikes, lockouts, export/import bans, bad weather conditions, fire, shortage of raw materials, labour and energy, and machinery breakdown. This applies regardless of whether the obstacle affects the Seller or a subcontractor.

14.         Transport of rights and obligations

14.1.           The Seller is entitled to transfer all rights and obligations under the Agreement to a third party.

15.          Applicable law and jurisdiction

15.1.           Disputes arising out of the agreement and anything connected therewith shall be settled in accordance with Danish law and with the jurisdiction of the Court of Aarhus, Denmark.

16.          Amendments

16.1.           Seller reserves the right to amend these Terms from time to time.

16.2.          Amendments shall not affect orders already accepted by Seller unless otherwise agreed in writing.