Sales Conditions

GENERAL TERMS AND CONDITIONS SYSTEM CLEANERS A/S

Version 2013

30 January 2014


Contents
1. Scope
2. Authority
3. Quotations
4. Orders
5. Terms of Delivery
6. Time of Delivery
7. Return of Deliveries
8. Force Majeure
9. Payment
10. Ownership
11. Liability for Defects
12. Product Liability
13. Choice of Law and Venue


1. Scope
1.1 Any delivery from SYSTEM CLEANERS A/S is subject to these General Terms and Conditions, which are binding on all deliveries between the Parties, thus superseding all agreements and customs contrary to these terms and conditions, including any conditions drafted and submitted by the Purchaser, unless otherwise provided by the order confirmation submitted by SYSTEM CLEANERS A/S.


1.2 If any delivery from SYSTEM CLEANERS A/S to a distributor is based on a distributor agreement, which includes these General Terms and Conditions as part of the contractual basis, e.g. as an appendix to the said distributor agreement, the General Terms and Conditions will, however, be secondary to the terms and conditions set out in the distributor agreement.


2. Authority
2.1 No independent person or company, such as an agent, representative or broker, will be authorised to bind SYSTEM CLEANERS A/S without any written agreement to that effect.

3. Quotations
3.1 Quotations submitted by SYSTEM CLEANERS A/S are valid for a period of 60 days as from the date of submission. On receipt of any order after the expiry of this period, SYSTEM CLEANERS A/S reserves the right to make changes in its quotation. All quoted prices are exclusive of Danish VAT or any other taxes and duties or costs of assembly, freight and packaging. SYSTEM CLEANERS A/S retains ownership of any drawings and drafts, and these may not be copied or made available to any third party without SYSTEM CLEANERS A/S’s prior consent.

4. Orders
4.1 Any order must be confirmed in writing by SYSTEM CLEANERS A/S, before a binding agreement on delivery may be deemed to be binding. The order must be executed at the confirmed price subject to any price increases due to changes in trade conditions, public duties, exchange rates, and the like beyond the control of SYSTEM CLEANERS A/S. Any cancellation of orders will only be accepted upon agreement and only against compensation of any loss suffered by SYSTEM CLEANERS A/S. Illustrations, dimension sketches and any other contents of prospectus, catalogues, circular letters, etc. are merely approximate indications and may not be deemed to be binding. SYSTEM CLEANERS A/S is entitled to make any technical changes in the equipment sold, which may be deemed required for maintaining or obtaining the agreed performance. The equipment will be manufactured and delivered in compliance with Danish standards and regulations, unless otherwise agreed and explicitly stated in the order confirmation.

5. Terms of Delivery
5.1 All deliveries are subject to Incoterms 2000 EXW Aalborg, Denmark. The Purchaser undertakes - in due time - to provide information on the method of dispatch opted for. Otherwise, SYSTEM CLEANERS A/S is entitled to choose the method and route of dispatch on the Purchaser's account.

5.2 On dispatch, the products will be packed at the discretion of SYSTEM CLEANERS A/S, and the costs incurring are payable by the Purchaser, provided the packing material is not explicitly included in the price. Any complaints concerning defective or faulty deliveries must be made no later than 14 days upon receipt of the consignment.

6. Time of Delivery
6.1 The time of delivery will be counted from the date of the written order confirmation, provided all technical details and formalities for the execution of the order are available by that date. If an irrevocable confirmed letter of credit (IL/C) has been opened, this must also be available. Otherwise, the time of delivery will be counted from the date, when all conditions have been fulfilled. The order confirmation must state the time of shipping the consignment (the time of dispatch) and also the expected time of delivery.

6.2 If delivery has not been executed within 30 days as from the agreed date, the Purchaser is entitled upon written notification to SYSTEM CLEANERS A/S to terminate the Agreement as for the part of the delivery which the Purchaser has not been able to use, such as presupposed by the Agreement. Apart from this, the Purchaser has no other remedies due to any delay on the part of SYSTEM CLEANERS A/S.

If the Purchaser fails to take delivery of products ready for delivery by the agreed date, the Purchaser shall in spite of this pay any amount conditional under the delivery, as if delivery had in fact been executed. If the Purchaser has not accepted to take delivery of products ready for delivery within 30 days as from the agreed date of delivery, SYSTEM CLEANERS /S is entitled upon written notification to the Purchaser to terminate the Agreement and claim compensation for any loss suffered by SYSTEM CLEANERS A/S due to the Purchaser’s breach.

6.3 If the Purchaser fails to observe the agreed terms of payment of the purchase price, SYSTEM CLEANERS A/S is not obligated to deliver.

7. Return of Deliveries
7.1 Correctly delivered goods may only be returned upon prior written agreement with SYSTEM CLEANERS A/S and no later than three months after delivery. If such return is accepted, SYSTEM CLEANERS A/S is entitled to charge a fee of at least 15% of the amount invoiced for the delivered goods. On return, all returned items must always be endorsed with an RO number. Further, the RO number must be stated in case of any inquiries to SYSTEM CLEANERS A/S. Any return will be on the Purchaser’s own account and risk. Generally, any pallets, boxes or other packing material, which may have been separately debited, will not be credited.

8. Force Majeure
8.1 SYSTEM CLEANERS A/S is not liable in damages for any non-performance of its contractual obligations, provided SYSTEM CLEANERS A/S is able to substantiate that any such non-performance is due to circumstances beyond SYSTEM CLEANERS A/S’s control, such as, without limitation, situations of war, terrorism, warlike events, fire, strikes, lockouts, bans on exports or imports, embargoes, delayed or defective delivery of materials from sub-suppliers as a consequence of force majeure with the subsupplier, production standstills, shortages of energy or transport facilities.

Terrorism means an act, including, without limitation, violence or threat of violence committed for a political, religious, ideological or ethnical purpose or reason with the intention of affecting a government and/or spreading fear among the general public or parts of the public. This applies whether or not the act is committed by one or several persons, and irrespective of whether or not such person(s) act(s) independently or in connection with one or more organisations and/or authorities. The characterization of an act as terrorism presupposes that the act is suited to affect a government and/or spread fear among the general public or parts thereof.

8.2 In case of force majeure, SYSTEM CLEANERS A/S is entitled to postpone the time of delivery correspondingly or to terminate the Agreement. As soon as any such hindrance has been removed, either Party will be bound by the Agreement, unless previously terminated by SYSTEM CLEANERS A/S. Either Party is entitled to terminate the Agreement at 14 days’ prior written notice in the event of any hindrance lasting more than three months.

9. Payment
9.1 Unless otherwise agreed, payment must be secured by a banker’s guarantee or by an irrevocable, confirmed Letter of Credit, at SYSTEM CLEANERS A/S’s option. The terms of payment are stipulated in SYSTEM CLEANERS A/S’s quotation and order confirmation. SYSTEM CLEANERS A/S reserves the right prior to delivery to demand guarantee for the payment. The Purchaser is not entitled to with-hold any payment for reasons of any counterclaims which have not been acknowledged by SYSTEM CLEANERS A/S.

9.2 In case of payment later than on the agreed date of payment, interest at a current rate of 1.5% per month or fraction of a month will be charged and added to the amount due at the beginning of each month. If payment reminders are forwarded, a reminder fee of DKK 150.00 will be charged for each payment reminder. In case of non-payment, SYSTEM CLEANERS A/S is entitled to claim full settlement of all costs and fees of collection paid to legal counsels, and not only the maximum rates provided by the Danish Interest Act.

9.3 If an agreement on prepayment for substantial orders has been made, punctual payment of such prepayment is a condition for commencing and finalizing any work within the agreed time of delivery. All payments must be made directly to SYSTEM CLEANERS A/S, Halkjærvej 17, DK-9200 Aalborg SV, or to a bank designated by SYSTEM CLEANERS A/S. In the case of payments from abroad or a letter of credit, the Purchaser shall pay all foreign bank charges, whereas SYSTEM CLEANERS A/S shall pay any charges to the receiving bank.

9.4 If the Purchaser fails to fulfil its payment obligations, SYSTEM CLEANERS A/S is entitled to terminate the agreement, sell the product to a third party on the Purchaser’s account and claim damages. SYSTEM CLEANERS A/S is entitled to claim compensation of any loss suffered, including any indirect loss.

10. Ownership
10.1 SYSTEM CLEANERS A/S retains ownership of the products until payment of the purchase price in full. The Purchaser undertakes to insure the goods at their total replacement value as from the date of delivery until full and final payment of the purchase price.

11. Liability for Defects
11.1 If a product delivered is materially defective, SYSTEM CLEANERS A/S is obligated and entitled – at its own option – to remedy such defect, to offer a replacement delivery or a proportionate reduction of the price or to pay compensation.

11.2 SYSTEM CLEANERS A/S may not be held liable for any damage caused by the Purchaser’s failure to maintain or make use of the product delivered in strict compliance with given instructions, or where any remedy is made by others than SYSTEM CLEANERS A/S’s approved engineering shops, or where the goods have been exposed to frost, incorrect or inappropriate use or have been modified or technically changed without SYSTEM CLEANERS A/S’s prior written consent or have been subject to any extraordinary impacts or any use of unoriginal spare-parts or accessories.

11.3 SYSTEM CLEANERS A/S’s liability does not apply to any damage to products delivered by the Purchaser or to constructions requested by the Purchaser. SYSTEM CLEANERS A/S may not be held liable for any damages caused by the Purchaser’s failure to maintain the sold equipment or by the Purchaser’s failure to use the equipment in compliance with the directions given by SYSTEM CLEANERS A/S or in the event of any other similar circumstances, which are not attributable to SYSTEM CLEANERS A/S. Defective parts, which are replaced, must be placed at SYSTEM CLEANERS A/S’s disposal.

11.4 If the Purchaser wishes to complain about any defects, a written complaint must be made without any undue delay upon establishment of the defect. Any complaint must be presented by the Purchaser in writing to SYSTEM CLEANERS A/S within a period of 24 months as from the date of delivery. Any late complaints will not be accepted.

11.5 Should SYSTEM CLEANERS A/S have been granted a period in excess 24 months by its subsupplier for complaining about the defective part of the delivery, the period allowed for complaints will be correspondingly prolonged for the Purchaser.

12. Product Liability
12.1 SYSTEM CLEANERS A/S is only liable for personal injury or property damage caused by SYSTEM CLEANERS A/S’s products, provided such injury or damage is demonstrably due to a defective product, and any such injury or damage is due to the said defect, and that there is a causal connection between the injury or damage and the defect concerned.

12.2 If the Purchaser is a distributor reselling the equipment delivered by SYSTEM CLEANERS A/S, SYSTEM CLEANERS A/S is not liable either for damage to real property or chattels, occurring whilst the product is in the Purchaser's possession, or for damage to Products manufactured by the Purchaser, of which the product forms part. Further, SYSTEM CLEANERS A/S is not liable for any operating loss, loss of time, loss of profit, loss of earnings or any other indirect loss. The said restriction of SYSTEM CLEANERS A/S’s liability will not apply in case of any gross negligence on the part of SYSTEM CLEANERS A/S.

12.3 In relation to the end-user of the equipment delivered by SYSTEM CLEANERS A/S, SYSTEM CLEANERS A/S is only liable for property damage of up to DKK 10,000,000, equivalent to the coverage of SYSTEM CLEANERS A/S’s product liability insurance. Consequently, SYSTEM CLEANERS A/S’s product liability for property damage may not exceed the said amount. Further, SYSTEM CLEANERS A/S may not be held liable for any operating loss, loss of time, loss of profit, loss of earnings or other indirect loss. The said restrictions of the Seller’s liability will not apply in case of any gross negligence on the part of SYSTEM CLEANERS A/S.