AC Hydraulic A/S

GENERAL TERMS OF SALE AND DELIVERY FOR DELIVERIES MADE BY AC HYDRAULIC A/S

1. APPLICATION

1.1. Unless otherwise agreed in writing, these General Terms of Sale and Delivery shall apply to all deliveries made by AC Hydraulic A/S. The Buyer’s purchase terms shall not apply unless the terms have been accepted by AC Hydraulic A/S (hereinafter referred to as AC) in writing.

1.2. AC’s products are designed and manufactured solely for commercial use by the user and shall not be used in or incorpo-rated into any objects for non-commercial use without AC’s written approval.

2. OFFERS

2.1. Unless otherwise agreed, offers shall remain valid for 30 days from date of offer.

3. PRICES

3.1. Offers shall be made according to the prices ruling on the date of offer. Until delivery is made, AC shall be entitled to change the price according to the additional expenses which AC may incur as a result of changes in e.g. raw material prices, exchange rates, agreed wages, and taxes and dues.

3.2. All prices are exclusive of packaging, freight, VAT, customs duties and other taxes and dues.

4. DELIVERY

4.1. Unless otherwise expressly agreed, delivery shall be ex works AC.

4.2. Transport of the products purchased shall be at the Buyer’s expense and risk.

4.3. Delivery made up to 30 days after the date of delivery specified in the order confirmation shall be considered delivery on time. In the event that delivery should be delayed more than 30 days, the Buyer shall be entitled to rescind the agree-ment, unless the products purchased have been reported ready for dispatch before AC has received written notice of the Buyer’s rescission. The Buyer shall not be entitled to set up any claims against AC in the event of delay.

4.4. The Buyer shall not refuse to accept partial delivery.

5. DELIVERY OBSTACLES

5.1. The following circumstances shall lead to exemption of liability in the event that they prevent performance of the areement or render performance unreasonably burdensome: Industrial dispute or any other circumstances beyond the control of the parties such as fire, war, mobilisation or military call-up, requisition and seizure, currency restriction, riots, civil commotion, lack of means of transport, general scarcity of goods, restrictions on motive power, and defective or delayed deliveries from sub-suppliers, which are attributable to one of the circumstances mentioned in this section.

5.2. AC shall otherwise only be liable for delivery obstacles if it is demonstrated that these are attributable to defects caused by or negligence on the part of AC. Liability shall not include operating loss, loss of profit or any other indirect loss, and the compensation shall not exceed 10% of the purchase sum.

6. PAYMENT/RETENTION OF TITLE

6.1. Unless otherwise agreed, the terms of payment shall be net cash on delivery. In the event that payment is not effected on time, interest on the purchase sum shall be charged at the rate of 1% per commenced month.

6.2. Products sold shall remain the property of AC until the entire purchase sum has been paid, including interest accrued and costs incurred.

6.3. Complaints of deliveries shall not entitle the Buyer to withhold payment for deliveries already made, which means that the Buyer’s withholding of due amounts shall be considered a breach of contract.

7. LIABILITY FOR DEFECTS

7.1. The Buyer shall check and examine the delivery immediately on receipt. AC shall be informed immediately if the delivery is defective.

7.2. AC undertakes to remedy any defects which are attributable to defective materials and/or manufacturing of the parts delivered by AC. Remedy may be effected either in the form of delivery of new parts or repair at AC’s option. Labour costs and other spillover costs shall not be included in AC’s obligations in the two cases. In the event that replacement or repair would lead to disproportionate costs, AC shall, however, be entitled to grant a proportional reduction of the purchase sum equal to the decrease in value.

7.3. At repair and replacement, the Buyer shall return the defective delivery. Return and re-forwarding to the Buyer shall be at the Buyer’s risk. AC shall pay fair carriage expenses for return of defective deliveries.

7.4. Replaced parts shall belong to AC.

7.5. AC’s duties in accordance with this section shall only apply to defects registered within 24 months of delivery to the end user, however, maximum 30 months from date of dispatch from AC. AC’s duties shall lapse in the event that the Buyer does not lodge a complaint within eight (8) days from the date when the defect was registered or ought to have been registered.

7.6. Except as stated above, the Buyer shall not be entitled to set up any claims against AC.

7.7. AC shall under no circumstances pay compensation for operating loss, loss of time, loss of profit or other indirect loss, i.e. AC shall not pay compensation for consequential damage or costs incurred in connection with dismounting and remounting of objects in which the products sold may be incorporated.

7.8. AC’s liability shall under no circumstances exceed an amount corresponding to the invoice amount, exclusive of VAT for the product complained of.

7.9. The Buyer shall not remove the enclosed manual from the product. The Buyer shall under no circumstances change or remove marking of capacity rating, warnings or the serial number of the product.

8. PRODUCT LIABILITY

8.1. AC shall be liable for personal injury in accordance with applicable Danish law.

8.2. AC expressly disclaims any non-statutory product liability imposed on it in accordance with legal usage on compensation.

8.3. AC shall not be liable for damage to real or personal property belonging to the Buyer or third party, or damage which occurs while the delivery is in the Buyer’s possession.

8.4. AC shall not be liable for damage to products manufactured by the Buyer, or to products in which the Buyer’s products form part, or for damage to real or personal property caused by the Buyer’s products as a result of AC’s delivery.

8.5. AC shall in no event accept liability for operating loss, loss of profit or other indirect loss.

8.6. In the event that product liability is imposed on AC with respect to third party, the Buyer shall indemnify AC to the extent to which these General Terms of Sale and Delivery limit AC’s liability.

8.7. In the event that third party should claim compensation for product liability, AC shall be notified hereof immediately. AC and the Buyer shall be mutually obliged to let themselves be sued in the court which hears the claim for com pensation set up by third party against either AC or the Buyer on the basis of damage or loss allegedly caused by the delivery.

8.8. In the event that it is demonstrated that damage to property is attributable to gross negligence on the part of AC, the liability to pay damages for real or personal property shall be limited to EURO 300,000. Section 8.5 of these General Terms of Sale and Delivery shall still apply.

9. LAW AND VENUE

9.1. Each and every dispute, which may arise between the parties, shall be settled in accordance with Danish law, including the Danish Sale of Goods Act, and the Court in Viborg shall be the venue.

Viborg, april 2003