TERMS OF SALE AND DELIVERY FOR XIO A/S

§ 1. General

These general terms of sale and delivery shall apply unless expressly modified by a written agreement between the Parties. They apply to all quotations, order confirmations, sales, and deliveries made by XIO A/S (hereinafter referred to as "the Vendor").

§ 2. Quotation, order, and acceptance 

An order/request shall be binding on the Vendor only once the Buyer has received either a written order confirmation or the item ordered.
If the Buyer believes that any information in the received order confirmation or the conditions set forth in these terms of sale and delivery conflicts with the agreement between the Parties, the Buyer must immediately submit a written complaint. These terms of sale and delivery take precedence over any provisions in the Buyer's order or acceptance, including the Buyer's general terms and conditions.

§ 3. Drawings and descriptions 

All information regarding weight, dimensions, capacity, technical data, and other specifications, as well as prices listed in catalogues, advertisements, quotations, images, websites, price lists, etc., are approximate and shall not be considered warranties or guarantees unless expressly stated as an absolute condition of the agreement between the Parties.

§ 4. Prices 

The Vendor reserves the right to change its prices or price lists at any time. Unless otherwise agreed, sales will be based on the price list in effect at the time of order confirmation. All prices are subject to change due to strikes, lockouts, or other events beyond the Vendor’s control.

Unless otherwise agreed between the Parties, all prices are ex-Vendor's location and exclusive of VAT, Installation, commissioning, testing and based on the exchange rates and other pricing aspects related to materials, wages and transport costs applicable at the time of the quotation, and may be adjusted to reflect any changes in these factors. As a result, prices may be adjusted for both current and previously concluded agreements.

If the delivery method is changed, or if the Vendor's costs increase due to actions or circumstances caused by the Buyer, the Vendor may, but is not obliged to, adjust the price accordingly.

For international deliveries, prices are exclusive of packaging, export and customs duties, consular fees, and other charges applicable in the recipient country.

§ 5. Delivery 

Delivery is made Ex Works (Vendor's location), unless otherwise agreed between the Parties. Shipments are at the Buyer's expense and risk. Unless the Buyer provides specific instructions, the Vendor shall have the right to choose the mode and route of transportation, at the Buyer's expense and risk.

The Vendor shall not be liable for any damage during transport. The Buyer is responsible for obtaining separate carrier insurance. If the Buyer receives damaged goods and the damage occurred during transit, the Buyer must immediately contact the carrier. The Vendor assumes no liability for damage that occurs during transportation.

It is the recipient's responsibility to inspect the goods for defects upon arrival.

§ 6. Time of delivery 

The time of delivery shall be determined at the time the agreement is made. The specified delivery time is indicative only and is subject to delays caused by strikes, lockouts, war, mobilization, seizure, currency restrictions, transport restrictions, propellant restrictions, fire, absent or defective deliveries from subcontractors, or any other cause beyond the Vendor’s control. In such cases, the delivery time may be extended by a number of days corresponding to the duration of the hindrance. Delivery within the extended time frame shall be considered timely.

If the delivery time is specified as a number of days or weeks, the period shall begin when the Vendor has received all necessary and accurate information from the Buyer to execute the order. If the Buyer fails to make any required payment, the delivery time shall be extended by a period corresponding to the delay in payment.

If a delay occurs for reasons other than those mentioned above, such delay shall not entitle the Buyer to cancel the order, in part or in full, or to claim any other remedy for breach of contract against the Vendor, unless the delay is deemed material, and the Vendor fails to deliver within 14 days after receiving the Buyer's written demand for delivery. In no event shall the Buyer be entitled to claim damages for operating losses, lost profits, penalties, or any other indirect losses.

§ 7. Items on trial 

Items on trial will be shipped only with prior written agreement from the Vendor, and the Buyer must pay for the freight costs, both for delivery from the Vendor and for any return of the goods.

If the Buyer fails to return the product at the end of the trial period, an invoice for the product will be automatically issued after the trial period expires, in accordance with these terms of sale and delivery, and based on the Vendor’s applicable price list.

The Buyer is responsible for the product and must keep it properly insured during the trial period.

§ 8. Payment 

Unless otherwise agreed in writing, all payments must be made by the due date specified on the invoice, which is typically "net cash on delivery." If no due date is specified, the payment terms are "cash on delivery."

If the Buyer fails to make payment in due course, the Vendor shall be entitled to charge penalty interest on the amount due, at a rate of 2% per month of the outstanding balance, from the agreed delivery date until payment is made. Failure to pay by the stipulated due date may result in the debt being submitted for collection without further notice. In such a case, the Vendor shall be entitled to charge collection costs in addition to those specified in Danish Executive Order No. 601 of 12 July 2002.

The Buyer shall not be entitled to withhold any part of the purchase price as security for the performance of any obligation arising under Section 14 below. Similarly, a delay in the delivery of an insignificant portion of a consignment shall not entitle the Buyer to withhold full payment in accordance with the agreed terms.

If any items, which under a separate agreement or contract are scheduled for delivery at a specific time, are not accepted by the Buyer in due course, the Vendor may, at its sole discretion and after notifying the Buyer, either sell the items at the Buyer’s expense or store the items at the Buyer’s expense, in which case the Buyer shall be responsible for the storage costs. Regardless of any delivery delays, the Buyer must make the stipulated payment when it becomes due. If the Vendor chooses to store the items, such storage shall be at the Buyer’s risk.

§ 9. Retention of property 

The items sold shall remain the property of the Vendor until full and final payment has been made, including any accrued interest or other charges.

If the items have been modified or processed, the Vendor’s retention of title shall extend to the modified or processed items, up to an amount corresponding to the value of the items at the time of sale.

§ 10. Design changes 

The Vendor reserves the right to make any changes to the design, execution, or other aspects as deemed necessary by the Vendor, prior to delivery and without prior notice. Such changes shall only entitle the Buyer to cancel the order if the Buyer can document that a specific design or execution was a material precondition for placing the order. Neither such changes nor any resulting cancellation of the order shall entitle the Buyer to claim any form of compensation, including a proportional reduction in the purchase price.

§ 11. Drawings, etc. 

All drawings, estimates, descriptions, or other printed materials, whether in analogue or digital form, provided in the course of submitting quotations or making deliveries, shall remain the property of the Vendor. These materials may not, without the Vendor's written consent, be reproduced, disclosed to third parties, or used as a basis for further work. Any materials produced by the Vendor for use in submitting quotations must be returned upon request.

§ 12. Defects 

For a period of 12 months from the delivery of the sold item, the Vendor shall be liable for any defects in the item's design, manufacture, or materials, provided the Buyer can demonstrate that such defects were caused by intent or gross negligence on the part of the Vendor.

The Vendor shall not be liable for defects resulting from general wear, misuse, abnormal use, inadequate maintenance, failure to follow the Vendor's instructions, or attempts by the Buyer to repair the item. The Vendor shall also not be liable for defects if the item is used together with components not produced or approved by the Vendor.

If the Vendor is liable for defects as specified above, the Vendor, at its sole discretion, shall have the right to either replace or repair the defective components or parts caused by faults in design, manufacture, or materials. The Buyer shall be responsible for all costs associated with disassembly, shipment, reassembly, and start-up.

The Buyer may not remedy any defects unless the Vendor has acknowledged the defects and approved the proposed remedy.

The Buyer is advised to immediately conduct any examination required by sound business practice upon taking possession of the sold item. If a defect is discovered, the Buyer must notify the Vendor in writing within 5 business days from the date of delivery. After the expiration of this 5-day period, no claims related to that defect will be accepted.

In no event shall the Buyer be entitled to claim damages for operating loss, lost profits, penalties, or any other indirect losses. The Vendor shall not be liable for any defects reported more than 12 months after the delivery date.

If no fault or defect is found, a service charge according to price list (or part thereof) will be invoiced to the Buyer.

If the sold item is to be repaired or replaced, it must be shipped in its original packaging. If the item is to be transported at the Vendor's expense, the Vendor shall have the right to choose the preferred forwarding agent.

If the Vendor repairs a used component owned by the Buyer, or if the Buyer acquires a used component that has been repaired or refurbished by the Vendor, the Buyer shall have the same rights to hold the Vendor liable for defects in the sold item as described above. However, the Vendor's liability for defects shall be limited to a period of 3 months from the date of delivery.

The above provisions also apply to defects in services provided by the Vendor in connection with the sale of the Vendor’s items, including, but not limited to, fitting, replacement, installation, or similar services. The same applies to defects in the Vendor’s testing or final handover testing of the sold item.

§ 13. Disclaimer 

The Buyer shall have no remedies for breach of contract other than those expressly set forth in these terms of sale and delivery.

In no event shall the Vendor be liable for any operating loss, lost profits, penalties, lost time, or any other indirect or consequential losses.

The Vendor's liability shall, in no event, exceed the purchase price specified in the agreement.

§ 14. Product liability 

Any damage or injury that falls within the scope of Danish Act no. 261 of 20 March 2007 on Product Liability shall be governed by the provisions of that Act.

For cases of product liability not covered by the provisions of said Act, the following limitations shall apply:

The Vendor shall be liable for personal injury only if it is demonstrated that the injury was caused by errors or negligence attributable to the Vendor or to others acting under the Vendor's responsibility.

The Vendor shall not be liable if it can document that a defect in the product occurred because the product was required to conform to mandatory regulations issued by authorities, or because the available scientific and technical knowledge at the time of the product’s launch did not allow for the detection of the defect.

Furthermore, the Vendor shall not be liable if it can reasonably be assumed that the defect causing the injury did not exist at the time the Vendor launched the product on the market.

The Vendor shall not be liable for any damage to real property or movables occurring while the product is in the Buyer’s possession. Similarly, the Vendor shall not be liable for damage to any products manufactured by the Buyer or to products in which the Vendor’s product is integrated.

In all other respects, the Vendor shall be liable for damage to real property and movables under the same conditions as for personal injury.

The Vendor shall not be liable for any operating loss, lost profits, or other indirect or consequential loss. If and to the extent that the Vendor is held liable to any third party under product liability, the Buyer shall indemnify and hold the Vendor harmless for any such liability, but only to the extent that the Vendor's liability would have been limited under the terms of the above clauses.

The liability restrictions on the Vendor shall not apply in cases of gross negligence on the Vendor’s part. In such cases, the Vendor’s liability is limited to direct loss resulting from gross negligence and capped at DKK 20.000,- per complete delivery.

Compensation for injury may be reduced or withdrawn if the injured party or third-party claimant contributed to the injury through intent or negligence.

If a third party raises a claim for compensation against either Party under these provisions, the affected Party shall notify the other Party immediately.

The Vendor and Buyer are mutually obligated to submit to the jurisdiction of the court or arbitration tribunal handling claims related to injuries allegedly caused by the material.

§ 15. Product information, advisor's liability 

The Vendor’s liability is generally limited to ensuring that the item sold conforms to the specifications provided in connection with the sale. The Vendor does not assume liability for the item’s suitability for the Buyer’s specific use.

Any liability beyond this shall be assumed by the Vendor only if the Vendor has provided separate, written advice to the Buyer, such as through projected work, performance calculations, or a separate written opinion regarding the suitability of the sold item for a specific purpose. This applies only if the Buyer cannot be reasonably expected to have the necessary technical expertise to independently assess the item's suitability. The Vendor will not be held liable for such opinions if it is stated that these opinions are based on estimations or judgments.

The Vendor assumes liability only if the advice provided is deemed inadequate in relation to the knowledge the Vendor possessed at the time the advice was given. The Vendor’s advice is based on data supplied by the Vendor’s suppliers, and the Vendor will only cover losses resulting from errors in this data to the extent that the Vendor’s suppliers compensate the Vendor for such errors. If the Buyer discovers any faults in the written advice provided by the Vendor as part of the delivery, the Buyer must notify the Vendor promptly, as soon as the Buyer becomes aware of or should have become aware of the faults.

If this provision is ignored, the Vendor will only compensate for losses that result directly from the Vendor's faulty advice, and only from the time the Buyer should have notified the Vendor.

If a complaint is made within the appropriate timeframe, the Vendor will provide the Buyer with new advice free of charge. The Vendor’s liability for any loss resulting from faulty advice is limited as follows:

-      The Vendor limits its liability to direct losses arising from faulty advice, with a maximum amount of DKK 10.000,- per complete delivery.

-      The Vendor will not be liable for operational losses, lost profits, penalties, or any other indirect losses.

-      The Vendor's liability for losses resulting from faulty advice will expire no later than 1 year after the delivery to which the advice relates has been handed over to the Buyer.

§ 16. Installation and commissioning

If the Buyer chooses to have the Vendor provide Installation and commissioning services for the purchased item, the Vendor will ensure that its fitters are covered by accident insurance. However, any auxiliary crew and equipment will not be insured by the Vendor. Auxiliary crew members are considered employees of the Buyer, and any auxiliary equipment is borrowed from the Buyer. The Buyer is also responsible for providing all necessary products, utilities, pressurized air, 400V electric power, external installations, trucks, lifting equipment (including cranes and, if applicable, crew lifts), and packaging for the Vendor or the Vendor’s partner.

At the start of the fitting process, the work area must be clean, dry, and properly prepared, with the main utilities ready for use on site. If the Buyer requires that the Vendor or its staff undergo specific training or instruction before performing the fitting work at the Buyer’s location, the Buyer will bear all associated costs.

§ 17. Software 

The products sold by the Vendor operate through the use of software. In addition to the general terms of sale and delivery, the following provisions apply specifically to the software:

A. Right of use only 

When purchasing products from the Vendor, all intellectual property rights, including copyrights in the software, source code, accompanying documentation, and technical specifications, remain the property of the Vendor. The Buyer acquires only a limited, non-exclusive right to use the software.

These terms and conditions also apply to any updates or modifications to the software. The Buyer acknowledges that, under the Danish Copyright and Marketing Practices Acts, as well as international conventions, all software, images, user interfaces, photographs, animations, videos, sounds, music, text, electronics, manuals, and plug-in applications—both individually and collectively—are copyrighted works owned by the Vendor or its relevant suppliers.

B. Scope of the right of use 

The Buyer may not, under any circumstances, reverse engineering, decompile, or disassemble the software or permit others to do so, without the Vendor’s prior written consent.

If the Buyer wishes to develop software that is interoperable with the Vendor's software, the Buyer must contact the Vendor to obtain the necessary information. However, the Vendor is not obligated to provide such information and may instead refer the Buyer to follow the steps outlined above.

The copyrighted material may not be copied under any circumstances. If the Buyer can prove that the software has been destroyed, the Buyer may, upon contacting the Vendor and reaching a specific agreement, be provided with replacement software, possibly for an additional fee.

The software is licensed as a single product and may only be used in conjunction with the specific product for which the right of use has been granted.

The Buyer acknowledges that the software provided is standardized and does not guarantee that it will meet the Buyer’s specific needs or expectations. Additionally, the Buyer understands that the software may contain faults or defects, and any costs incurred for fault correction or updates will not be covered by the Vendor.

C. Transfer of the right of use 

The right of use in the software may only be transferred to a third party in its entirety (including all components, media, printed materials, and any updates), and only if the transfer is made together with the specific product on which the software is installed.

Such transfer is subject to the Buyer ensuring that the third party agrees to the same terms of sale and delivery, including the conditions of software use.

In the event of transfer, the Buyer must immediately destroy any copies, updates, or other materials related to the software that are not transferred to the third party.

If the software is an upgrade, the transfer must include all prior versions of the software. For the purposes of this section, "transfer" refers to all types of surrender, including gifts and transfers by debt enforcement.

D. Sanctions 

If the Buyer is found to have violated the above provisions, the Vendor is entitled to demand that all copies of the software, including any backups or updates, be destroyed or returned to the Vendor.

Additionally, the Buyer must disclose the extent of the infringement, including the number of copies transferred, associated sales figures, and the names of recipients. The Vendor may seek an injunction to cease the infringement and may pursue claims for damages, compensation, and reasonable consideration. Furthermore, any violations may result in criminal liability and the destruction of any unauthorized copies.

§ 18. IP rights, etc. 

The Buyer acknowledges and accepts that the Vendor retains all other intellectual property rights associated with the products manufactured by the Vendor

§ 19. Governing law and venue 

Any disputes between the Parties shall be governed by Danish law, with the court in Esbjerg as the designated venue. However, the Vendor reserves the right to request that the dispute be resolved through arbitration in accordance with the applicable rules. The governing law shall exclude the international private law provisions of Danish law, such as the CISG.

§ 20. Other 

Any amendments or additions to the current terms of sale and delivery shall be valid only if agreed upon in writing by both the Vendor and the Buyer.