Terms- and Conditions for Bekidan Maskinfabrik A/S

July 2010


1. These General Conditions shall apply when the parties agree in writing or otherwise thereto. Deviations from the
Conditions shall not apply unless agreed in writing.


Product Information

2. Data in product information and price lists are binding only to the extent that they are by reference expressly
included in the contract.


Drawings and other Documents

3. All drawings and other technical documents regarding the goods or its manufacture submitted by one party to the
other, prior or subsequent to the formation of the contract, shall remain the property of the submitting party.
Drawings, technical documents or other technical information received by one party shall not, without the
consent of the other party, be used for any other purpose than that for which they were submitted. They may not
without the consent of the submitting party be copied, reproduced, transmitted or otherwise communicated to a
third party.

4. The Seller shall, not later than by delivery of the goods, free of charge provide the Buyer with one copy, or the
larger number of copies that may have been agreed, of drawings and other technical documents, which are
sufficiently detailed to permit the Buyer to carry out installation, commissioning, operation and maintenance
(including running repairs) of all parts of the goods. The Seller shall not, however, be obliged to supply
manufacturing drawings of the goods or spare parts.



5. Where a trade term has been agreed, it shall be interpreted in accordance with the INCOTERMS in force at the
formation of the contract.

If no trade term is specifically agreed the delivery shall be considered to be Ex Works.


Time for Delivery. Delay

6. If, instead of a fixed date for delivery, the parties have agreed on a period of time within which delivery shall take
place, such period shall start to run at the formation of the contract.

7. If the Seller finds that he will not be able to deliver the goods at the agreed time for delivery or if delay on his
part seems likely, he shall forthwith notify the Buyer thereof in writing, stating the reason for the delay and if
possible the time when delivery can be expected.

8. If delay in delivery is caused by a circumstance which under Clause 31 shall be considered a case of relief or by
an act or omission on the part of the Buyer, the time for delivery shall be extended by a period which is
reasonable having regard to the circumstances in the case. The time for delivery shall be extended even if the
reason for delay occurs after the originally agreed time for delivery.

9. If the Buyer finds that he will be unable to accept delivery of the goods on the agreed date or if delay on his part
seems likely, he shall forthwith notify the Seller thereof in writing stating the reason for the delay and if possible
the time when he will be able to accept delivery. If the Buyer fails to accept delivery on the agreed date he shall
nevertheless make any payment which is dependent on delivery as if the goods in question had been delivered.

The Seller shall arrange storage of the goods at the Buyer’s risk and expense. The Seller shall also, if the Buyer
so requires, insure the goods at the Buyer’s expense.

10. Unless the Buyer’s failure to accept delivery is due to any such circumstance as mentioned in Clause 31, the
Seller may by notice in writing require the Buyer to accept delivery within a reasonable period. If, for any reason
for which the Seller is not responsible, the Buyer fails to accept delivery within such period, the Seller may by
notice in writing terminate the contract in respect of that part of the goods which is ready for delivery but has not
been delivered due to the Buyer’s default. The Seller shall then be entitled to compensation for the loss he has
suffered by reason of the Buyer’s default.



11. Unless otherwise agreed, the purchase price shall be paid with 40% at the formation of the contract and 50%
when the bulk of the goods are notified as ready for delivery. Final payment 10% shall be made at delivery of the

12. If the Buyer fails to pay by the agreed date, the Seller shall be entitled to interest from the day on which payment
became due at the rate of interest determined by the law on late payments in the Seller’s country. If the Seller’s
country is Denmark, the rate of interest shall be nine percentage points above the official Danish discount rate.

13. If the Buyer has not paid the amount due within three months the Seller shall be entitled to terminate the contract
by written notice to the Buyer and to claim compensation for the loss he has suffered. The compensation shall not
exceed the agreed price.


Reservation of Title

14. The goods shall remain the property of the Seller until paid for in full to the extent that such retention of property
is permitted by the applicable law.


Liability for Defects

15. The Seller shall, pursuant to the provisions of Clauses 16-28 below, by repair or replacement remedy any defect
in the goods resulting from faulty design, materials or workmanship.

16. The Seller’s liability is limited to defects which appear within a period of one year from the date of delivery of
the goods. If the goods are used more intensely than agreed or could be foreseen at the formation of the contract,
this period shall be reduced proportionally.

17. The Seller shall be liable for defects in parts of the goods which have been repaired or replaced under Clause 15
for a period of one year under the terms and conditions which apply to the original goods. The liability period
defined in Clause 16 shall be extended for other parts of the goods only by a period equal to the period during
which the goods could not be used because of the defect.

18. The Buyer shall notify the Seller in writing of a defect without delay after the defect has become apparent, and in
no case later than two weeks after the expiry of the period defined in Clause 16 as supplemented by Clauses 17
and 28. The notice shall contain a description of how the defect manifests itself. Notice of a defect shall be given
immediately if there is reason to believe that the defect may cause damage. If the Buyer fails to notify the Seller
of a defect in writing within the time limits set forth in this Clause, he shall forfeit his right to make any claim in
respect of the defect.

19. On receipt of the written notice according to Clause 18 the Seller shall remedy the defect without undue delay
and at his own cost as stipulated in Clauses 15-27. Remedy of the defect shall take place at the Buyer’s premises
unless the Seller finds it appropriate to have the defective part or the goods returned to him for repair or
replacement at his own premises. The Seller shall carry out dismantling and re-installation of the part if this
requires special knowledge. If such special knowledge is not required, the Seller has fulfilled his obligations in
respect of the defect when he delivers a duly repaired or replaced part to the Buyer.

20. If the Buyer gives such notice as described in Clause 18, and no defect is found for which the Seller is liable, the
Seller shall be entitled to compensation for the work and costs which he has incurred as a result of the notice.

21. If dismantling or re-installation of parts necessitates intervention in other equipment than the goods, the labour
and costs resulting therefrom shall be the Buyer’s responsibility.

22. All transports in connection with repair or replacement shall be at the Seller’s risk and expense.
The Buyer shall follow the Seller’s instructions as to how the transport shall be carried out.

23. The buyer shall bear the increase in costs for remedying a defect which the seller incurs when the goods are
situated elsewhere than at the destination stated in the contract or – if no destination has been stated – the place of

24. Defective parts which are replaced in accordance with Clause 15 shall be placed at the Seller’s disposal and shall
become his property.

25. If the Seller fails to fulfil his obligations under Clause 19 within a reasonable time, the Buyer may by written
notice require him to do so within a final time. If the Seller fails to fulfil his obligations within that time limit, the
Buyer may choose to:

a) have the necessary remedial work carried out and/or have new parts manufactured at the Seller’s risk and
expense, provided that the Buyer proceeds in a reasonable manner, or

b) demand a reduction of the agreed price not exceeding 15 per cent thereof.

26. The Seller is not liable for defects arising out of materials provided by, or a design stipulated or specified by the

27. The Seller is only liable for defects which appear under the conditions of operation provided for in the contract
and under proper use of the goods. The Seller’s liability does not cover defects caused by occurrences after the
risk in the goods has passed to the Buyer. The liability does not e.g. cover defects which are caused by faulty
maintenance or incorrect installation from the Buyer’s side, by alterations undertaken without the Seller’s consent
in writing, or by faulty repairs by the Buyer. Finally the Seller’s liability does not cover normal wear and tear or

28. Notwithstanding the provisions of Clauses 15-27 the Seller shall have no liability for defects in any part of the
goods for more than two years from the start of the liability period defined in Clause 16.

29. Save as stipulated in Clauses 15-28 the Seller shall have no liability for defects. This applies to any loss the
defect may cause, including but not limited to loss of production, loss of profit and any other consequential
economic loss.


Liability for Damage to Property Caused by the Goods

30. The Buyer shall indemnify and hold the Seller harmless to the extent that the Seller incurs liability towards any
third party in respect of any damage for which the Seller is not liable towards the Buyer according to the second
and third paragraphs of this Clause. The Seller shall not be liable for loss or damage caused by the goods

a) to any (movable or immovable) property where the damage occurs while the goods are in the Buyer’s
possession, or

b) to products manufactured by the Buyer or to products of which the Buyer’s products form a part or for loss or
damage to any property, where the damage is caused by these products because of properties in the goods.

c) for the damage, that may result from errors in a component that is part of the Seller’s stock, but not produced
by the Seller. Such a responsibility should, where appropriate, targeted manufacturer of the component.

The Seller shall under no circumstances be liable for loss of production, loss of profit or any other consequential
economic loss. If a claim for loss or damage as described in this Clause is raised by a third party against either
party to the contract, the latter shall forthwith notify the other party thereof.


Grounds for Relief (Force Majeure)

31. The following circumstances shall be considered as grounds for relief if they impede the performance of the
contract or makes performance unreasonably onerous: industrial disputes and any other circumstance beyond the
control of the parties such as fire, war, mobilization or military call up of a comparable scope, requisition,
seizure, currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of
materials, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any
such circumstance as referred to in this Clause. The above described circumstances shall constitute grounds for
relief only if their effect on the performance of the contract could not be foreseen at the time of formation of the

32. The party wishing to claim relief shall notify the other party in writing without delay on the intervention and on
the cessation of such circumstance. If grounds for relief prevent the Buyer from fulfilling his obligations, he shall
compensate the Seller for expenses incurred in securing and protecting the goods.


Disputes. Applicable Law

33. Disputes in connection with the contract must be brought by the Seller’s venue – court in Svendborg – and be
judged according to Danish law.

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