SSALES AND DELIVERY CONDITIONS

1. Application

1. These Sales and Delivery Conditions apply to all offers and agreements with the buyer (“Buyer”), which Johs. Pedersen TRAIN a/s (“Seller”) makes or enters into, unless otherwise agreed in writing. Any purchasing conditions or similar terms made by the Buyer are not binding for the Seller.

2. OFFER, ORDER AND ACCEPTANCE

1. Any offer which is made by the Seller on the basis of flawed material of any kind, undertaken or supplied by the Buyer, is made without responsibility

2. Unless otherwise shown, an offer is valid for a period of thirty calendar days from the date of the offer. All offers are made subject to the goods being unsold.

3. The Buyer’s orders and purchase agreements are not binding for the Seller until the Buyer has received written confirmation of the order.

4. Should the Seller’s order confirmation not correspond with the Buyer’s order, the Buyer should make a written complaint within 3 working days of receipt of the order confirmation. Otherwise, the Buyer is bound by the order confirmation.

3. PLACE OF DELIVERY

1. Deliveries take place at EX WORKS at the Seller’s business address, according to Incoterms 2010.

2. Should the Seller undertake a different form of delivery, the offered price is increased to include the Seller’s total costs, including insurance.

4. PAYMENT TERMS AND CONDITIONS

1. The Seller is entitled to invoice the Buyer for all deliveries that are delivered or which the Seller has announced as ready for delivery, if the agreed delivery time has already taken place.

2. The terms and conditions for payment are indicated in the offer.

3. If the payment is not received on time, the Seller has the right to charge interest on the amount owed at any time from the date of the invoice, at a 2% rate of interest from the start of the month.

4. The Buyer is not entitled to offset with any counter demands, which the Seller has not approved in writing.

5. OWNERSHIP RIGHTS

1. The sold items remain the property of the Seller, until the total purchase amount has been paid.

6. DELIVERY TIME AND DELAYS

1. The delivery time is stated in the latest order confirmation.

2. Any delays on the part of the Seller cannot be regarded as a default, unless the delivery is delayed by more than 3 weeks, in that any delivery within this deadline is considered to be on time.

3. Should the delay in delivery be caused by an event such as that mentioned in Clause 10 or by the actions or failings of the Buyer, the delivery time will be delayed accordingly.

4. Should the Buyer default on any obligations to the Seller, the delivery can be put on hold by the Seller, regardless of the circumstances.

5. In the case of delay, the Seller is not held responsible for any loss of operations, earnings, advance orders or other direct or indirect losses the Buyer may incur. Furthermore, the Seller’s liability cannot exceed the invoiced price, excluding VAT, for that part of the delivery that is delayed.

7. COMPLAINTS AND LIABILITY FOR MISSING OR DEFECTIVE PARTS

1. Immediately after receiving the delivery, the Buyer should inspect the delivery to ensure that it is intact and corresponds to what was agreed.

2. The Seller must have received any complaints no later than 8 working days after the arrival of the delivery. The complaint should be made immediately after discovery of the missing or defective part and in writing, and must specify which defect the complaint refers to. Otherwise, the Buyer loses any rights arising from breach of contract as a consequence of the defect. Complaints do not exempt the Buyer from paying the purchase amount by the due date.

3. Should the delivery be considered as defective in any way, the Seller is obliged to either repair or replace the said item, in so far as this is possible within 30 calendar days from the date when the Seller has received the complaint and accepted it as justifiable. If the defect is repaired or replaced, the Buyer is not entitled to request a price reduction or compensation.

4. The Buyer is responsible for all risks and costs incurred in transporting the missing or defective parts between Seller and Buyer. Any missing or defective parts that are to be replaced are the property of the Seller.

5. The responsibility of the Seller does not cover any missing or defective materials supplied by the Buyer, or defects in any of the designs demanded by the Buyer.

6. The Seller’s liability only covers those defects that arise under the proper conditions of service as indicated by the Seller and with the correct usage of the delivery. This liability does not cover any missed or defective parts as a result of lack of proper maintenance or incorrect installation on the part of the Buyer; changes in design undertaken by the Buyer without the Seller’s consent; or defects caused by repairs executed by the Buyer.

7. The Seller is not liable for any consequential damages, loss in operations, earnings or advance earnings, or any other losses, either direct or indirect. The Seller’s liability cannot exceed the invoiced price exclusive VAT for that part of the delivery that was missing or defective.

8. The Seller is not obliged to pay any costs for the dismantling or remounting of any missing or defective parts; likewise, the Buyer’s costs for the determination of defects is also unauthorised.

8. PRODUCT LIABILITY

1. According to Danish law, the Seller is responsible for product liability only, and does not assume liability for personal injury resulting from the product for any reason.

2. In the event of personal injury as a result of the product or the risk of such an incident, the Buyer is obliged, without undue delay, to report to the Seller in writing. The Seller will be indemnified against any third party claim for damages where legal liability can be established.

3. Should the Seller’s product cause personal injury or damage to a product belonging to the Buyer or a third party, the Seller’s liability is limited to the kinds of injuries and corresponding sums covered by the Seller’s product liability insurance.

4. The Seller is not liable for any loss of operations, earnings, daily penalties or contractual penalties, lost deadlines, lost deliveries or any other losses, either direct or indirect.

9. EXEMPTION FROM LIABILITY

1. The Seller is not liable for any indirect injuries or losses of any kind, including daily penalties or contractual penalties incurred by the Buyer by a third party, or for any operational losses, lost deadlines, deliveries or similar indirect losses incurred by the Buyer. The Seller’s liability cannot exceed the invoiced price exclusive VAT for that part of a delivery relevant to the case.

10. FORCE MAJEURE

1. The Seller is exempt from liability for failing or being delayed in fulfilling agreements as a result of force majeure, which should be understood as events such as: war, rebellion, civil unrest, deposition of government or public authorities, fire, strikes, lockouts, restrictions on exports and/or imports, mobilisation, vandalism, restrictions of currency exchange, delayed and/or missing deliveries from sub-suppliers, transportation restrictions including icy roads or traffic accidents, power outages or similar difficulties in production or any other reason that lies outside of the Seller’s control.

2. Should the delivery be temporarily hindered due to one or more of the above-mentioned factors, the delivery will be postponed to a date corresponding to the duration of the hindrance, plus an additional period, considered reasonable under the circumstances, for conditions to return to normal. In the case of the factors mentioned above, the Buyer should report the change or the expected change in delivery time without undue delay. The changed delivery date is regarded in all respects as being on time.

11. RETURNS

1. It is not possible to return delivered items.

12. DISPUTES

1. Disputes of any kind, including disputes concerning the existence of an agreement or its validity should be conducted on the Seller’s court of domicile. Likewise, the Buyer is also obliged to allow themselves to be summoned to the Seller’s court of domicile. The case is decided according to Danish law.