Terms of Sale and Delivery

1. Validity

1.1. These general terms of sale and delivery applies to all offers, sales and deliveries from TRECO A/S (hereinafter referred to as ”TRECO”) unless otherwise agreed in writing.

2. Offer

2.1. If TRECO submits an offer, which does not stipulate a certain time for acceptance, the offer shall lapse, in case acceptance has not been received by TRECO within 8 days from the date of the offer.

3. Price

3.1. Unless otherwise agreed, all prices shall be quoted in DKK and shall be exclusive of VAT and other duties. Unless an offer stipulating a certain time for acceptance has been submitted, the buyer shall be obliged to accept until delivery any change to the price resulting from documented increased costs caused by changes in exchange rates, material prices, salaries, customs, taxes, duties etc. regarding the agreed delivery.

3.2. If the goods sold are covered by a price list employed by TRECO, the price setting shall take place in accordance with the applicable price list at the time of the conclusion of the agreement, cf. clause

2.1.

3.3. Prices in agreed price list, are valid for the stated time period and from the time of ordering.

4. Payment

4.1. Terms of payment shall be net 30 days from the date of invoice, unless otherwise agreed in writing with the buyer.

4.2. If delivery is postponed due to circumstances on the side of the buyer (fordringshavermora), the buyer shall still be obliged to pay the purchase price as if delivery was made at the agreed time.

4.3. If payment takes place after the due date, the buyer shall be obliged to pay interest for late payment at an interest rate of 2% per calendar month initiated. + 100DDK / Reminder

4.4. The buyer shall not be entitled to set off a potential counterclaim against TRECO, which has not been accepted in writing by TRECO, and the buyer shall not be entitled to withhold any part of the purchase price due to counterclaims of any kind.

5. Retention of Title

5.1. TRECO reserves its right of ownership to the sold goods until the total purchase price with addition of interest accrued has been paid to TRECO.

5.2. If the sold goods are reshaped or processed, the retention of title shall be maintained so as to include the reshaped or processed article to an extent equivalent to the value, represented by the sold item at the time of sale.

5.3. Insurance regarding stock storage of the customer's goods is handled by Treco, unless otherwise agreed in writing.

6. Delivery

6.1. Unless otherwise agreed in writing between the parties, delivery takes place from TRECO’s address (Ex Works, Incoterms 2022).

6.2. Unless specifically agreed otherwise in writing, TRECO shall undertake shipment in the way that TRECO finds most expedient, from time to time.

7. Product Information and Alterations

7.1. Drawings, specifications and the like, which are handed out to the buyer before or after the conclusion of the agreement, remain the property of TRECO and may not be passed on without prior written consent or in any other way be used for other purposes than those of the handing out.

7.2. TRECO reserves it’s right to suggest and make alterations to the agreed specifications, if the buyer – after a notice of 14 days – cannot establish that the alterations in question will be disadvantageous to the buyer.

8. Packaging

8.1. Packaging shall be made at the buyer’s expense, unless it expressly appears that this is included in the purchase price.

8.2. Containers, grid boxes, cassettes and pallets shall be invoiced to the buyer, unless otherwise agreed in writin.

9. Delay

9.1. If TRECO finds that timely delivery cannot take place, TRECO shall without undue delay provide the buyer with a written notice and at the same time state the cause of the delay as well as the expected time of delivery. Hereafter, the buyer shall not be entitled to claim any remedies for breach against TRECO due to the delay

9.2. If, hereafter, delivery has not taken place within the new time of delivery announced by TRECO, the buyer shall be entitled only to demand delivery by way of a written notice and to appoint a reasonable final delivery date.

9.3. If delivery has not taken place within such new delivery date announced by the buyer and provided that this is not due to circumstances for which the buyer is responsible, the buyer shall hereafter be entitled by way of a written notice to TRECO to cancel the agreement, concerning the part of the agreement, which is affected by the delay.

9.4. If the buyer terminates the agreement in accordance with clause

9.3, the buyer shall be entitled to claim damages. However, the buyer’s claim for damages cannot exceed the purchase price of the goods sold, cf. clause 12.1, and shall not include indirect loss, cf clause 12.2.

10. Guarantee and Complaints

10.1. TRECO grants on finished products a 12 months guarantee from the delivery date. Body parts, components, and other semi- manufactures, which after examination made by TRECO turn out to be defect due to manufacturing faults, construction faults or material defects, shall also be covered by the guarantee. Salary costs related to the dismantling and assembly shall not be compensated.

10.2. In case a defect in a product delivered by TRECO has been discovered within the guarantee period mentioned above, such product shall upon prior agreement with TRECO be returned without charge together with delivery note stating the cause of return. The product shall be returned without mounted parts, if any.

10.3. At the choice of TRECO, defects in the sold goods shall be remedied or the goods sold shall be replaced. If the defect is hereby remedied, the buyer shall not be entitled to further remedies for breach.

10.4. If remedial action or replacement delivery in accordance with clause 10.3 does not take place within reasonable time, the buyer shall be entitled to terminate the agreement, demand a reduction of the purchase price or claim damages, in compliance with the general rules of Danish law as well as these general terms of sale and delivery. However, the buyer’s claim for damages shall not exceed the purchase price of the goods sold; cf. clause 12.1, and shall not include indirect loss, cf. clause 12.2

10.5. It is a precondition for TRECO’s guarantee pursuant to this section 10 that agreed terms of payment has been complied with, that the sold goods have not been altered, repaired or used for purposes, for which they are not intended, and that installation and actual terms of operation are in accordance with specifications given.

10.6. On delivery, the buyer shall immediately and not later than 14 days after receipt of the item, make such an examination of the goods sold as proper business conduct requires.

10.7. If the buyer wishes to claim a defect, the buyer shall give TRECO a written notice hereon, as soon as such defect is or should have been discovered and return the product in accordance with section 10.2. If the buyer has discovered or should have discovered a defect and has not complained as indicated above, the buyer shall not be entitled to claim the defect at a later point of time. If there is no defect, for which TRECO carries the responsibility, TRECO shall be entitled to compensation for the work and the costs, which the complaint has unduly inflicted on TRECO.

10.8. If the buyer has not claimed the defect towards TRECO within the guarantee period, the buyer cannot claim the defect later. If the sold goods are utilised more intensively than agreed or deemed presupposed when the agreement was made, the guarantee period shall be reduced proportionately. For parts, which are replaced or repaired, cf. clause 10.3, TRECO shall undertake the same obligations that applied for the originally sold item for a period of 12 months. However, TRECO’s liability for defects cannot be extended to more than 18 months from the original date of delivery for any part of the sold goods.

11. Product Liability

11.1. TRECO shall be liable only for personal injury or damage to property in case of gross negligence or intent on the part of TRECO. TRECO shall in no event be liable for operating loss, loss of profits or other indirect loss suffered by the buyer or a third party.

11.2. To the extent that TRECO incurs product liability towards a third party, the buyer shall be obliged to indemnify TRECO to the same extent as TRECO’s liability is limited in accordance with the above rules. The same shall apply to the extent that the buyer or the buyer’s staff, through error or negligence, has contributed to the damage or increased its impact.

11.3. If a third party presents the buyer with a claim for damages due to product damage, TRECO shall immediately receive notice from the buyer thereon

11.4. It is the customer's responsibility that the products produced comply with applicable legislation.

12. Limitation of Liability

12.1. A claim for damages or a claim for proportionate reduction against TRECO cannot exceed the purchase price of the goods sold.

12.2. TRECO shall not be liable for operating loss, loss of profits or other indirect loss in connection with the delivery, including indirect loss as a consequence of delay or defects in t the goods sold.

13. Force Majeure

13.1. TRECO shall be entitled to interrupt the fulfilment of TRECO’s obligations without incurring liability towards the buyer, to the extent that the fulfilment is prevented or made unreasonably onerous due to any of the following circumstances: Industrial disputes and any other circumstances beyond the reasonable control of TRECO, such as fire, war, mobilisation, requisitioning order, seizure, exchange restrictions, breakdown of IT systems, embargo, riot and unrest, lack of means of transportation, general shortage of goods, restrictions on motive power or electricity as well as defective or delayed deliveries from sub-suppliers and suppliers, which are caused by any of the circumstances listed in this clause.

14. Disputes and Applicable Law

14.1. Any dispute arising in connection with the agreement shall be settled under Danish law.

14.2. All disputes, disagreements and claims, which directly or indirectly may emanate from the agreement or its interpretations, shall, at the choice of TRECO, be brought before the Court in Aalborg (Retten i Aalborg) as the court of first instance or for final settlement with the Danish Institute of Arbitration (Det Danske Voldgiftsinstitut) in Copenhagen in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time of the commencement of the arbitration proceedings. The proceedings shall be conducted in Danish.