AluSteel A/S
Regular terms of sale and delivery

1. Terms of reference

1.1 Unless otherwise agreed in writing, these terms of sale and delivery (the “Terms”) apply to all AluSteel A/S ‘(“AluSteel”) offers, sales and deliveries of products and related services for customers.
1.2 The conditions, together with AluSteel’s offers and order confirmations, constitute the entire basis for contract regarding AluSteel’s offers, sales and deliveries of products and related services to customers (the “Agreement basis”). The customer’s purchase conditions printed on orders or otherwise notified to AluSteel do not form part of the Agreement Basis.
1.3 Amendments to and additions to the Basis of Agreement are only valid if the parties have agreed in writing.

2. Sales literature, price lists etc.

2.1 Information and data stated in AluSteel’s general sales literature, including drawings, descriptions, technical documents, price lists, etc., can in no way be construed as containing guarantees, neither directly or indirectly, and is only binding to the extent that a written agreement refers to such information and data. All information provided on products’ technical specifications, dimensions, capacity, prices, and other data is binding only to the extent that these are explicitly stated in the order confirmation.

3. Products and associated services

3.1 Products that AluSteel sell and deliver to the customer are new and comply with Danish legislation upon delivery. The customer is responsible for ensuring that the service ordered is suitable for meeting the customer’s needs. If the customer has not specified a standard or specified the conditions that the product must meet, including the necessary static calculations, AluSteel will deliver a product of the usual good quality in terms of materials and processing in accordance with AluSteel’s standards. AluSteel’s products only include what is specified in the order confirmation.
3.2 Associated services that AluSteel sell and deliver to the customer in connection with the sale and delivery of products are performed in a craftsmanlike manner and comply with Danish legislation upon delivery. It is a prerequisite that the customer makes any necessary resources available and that there is unobstructed access to the task.

4. Price and payment

4.1.1 Price

All prices are stated in Danish kroner (DKK) excluding VAT in AluSteel’s order confirmation, unless the parties have agreed otherwise in writing. All prices are exclusive of public taxes of any kind, packaging, and transportation. Prices in price lists are non-binding and are subject to change at any time without notice. Orders may be subject to a handling fee. Prices are regulated annually.
4.1.2 It is the customer’s responsibility to report and pay all applicable taxes and fees.
4.1.3 If it has been agreed that trading must take place in a currency other than Danske Kroner (DKK), AluSteel reserves the right to make price changes due to changes in exchange rates from the time from the submission of the offer until payment.

4.2 Payment

4.2.1 All invoices for products and associated services must be paid net in cash in Danish Kroner (DKK), unless the parties have agreed otherwise in writing.
4.2.2 It is the customer’s responsibility to pay its own bank fees and transfer fees.
4.2.3 The customer does not have access to set-off in the purchase price, unless AluSteel has approved such set-off in writing.
4.2.4 AluSteel is entitled to demand security in the form of a bank guarantee, prepayment or deposit of the purchase price, as a condition for the execution of the order.
4.3 Late payment
4.3.1 In the event of late payment, the customer pays interest on the amount due of 2% per. month from due date and until payment is made as well as compound interest.
4.3.2 If the customer fails to pay an overdue invoice for products and related services within 14 days after receiving a written demand for payment from AluSteel, AluSteel has, in addition to interest according to item 0, the right to:
A) cancel the sale of the products and / or related services to which the delay relates.
B) cancel the sale of products and / or related services that have not yet been delivered to the customer, or demand advance payment for this,
C) suspend future deliveries to the customer until he has paid all outstanding amounts; and / or
D) assert other remedies for breach of contract.

5 Retention of title

5.1 5.1 The ownership of what has been sold remains in all respects with AluSteel until the purchase price incl. interest and other costs are paid. Before the purchase price incl. interest and other costs have been paid, the customer is not entitled to sell, mortgage, clause or in any other similar way dispose of the delivered. During the same period, the customer is also obliged to keep what has been delivered insured against damage as a result of theft, vandalism, fire, water and the like, for an amount that at all times covers the value in trade and conduct of the delivered, however minimum for an amount corresponding to AluSteels’ receivables from the customer at any time due to the delivered goods.

6 Offers, orders, and order confirmations

6.1 AluSteel’s offers are valid for 30 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by AluSteel after the expiry of the acceptance deadline is not binding for AluSteel, unless AluSteel notifies the customer in writing otherwise.
6.2 The customer must send orders for products and related services to AluSteel in writing. An order must contain information for each ordered product and service. The customer’s drawings must be delivered in file types that correspond to the processes according to which the products are to be processed. If these file types cannot be obtained, AluSteel are able to help with notation in some cases and this work will be invoiced separately, or as part of the total amount.
6.3 AluSteel strive to send confirmation or rejection of an order for products and related services to the customer in writing no later than 3 working days after receipt of the order. Confirmations and rejections of orders must be in writing to bind AluSteel. AluSteel are only obliged when AluSteel has submitted a written order confirmation and is only obliged in accordance with the content of the order confirmation.
6.4 The customer may not change a placed order for products and related services without AluSteel’s written consent. All requests for changes must be in writing.
6.5 If AluSteel’s confirmation of an order for products and related services does not correspond to the customer’s order or the Agreement Basis, and the customer does not wish to accept the inconsistent terms, the customer must notify AluSteel in writing no later than the day after receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.

7 Delivery

7.1 All deliveries are made EX WORKS (Incoterms 2010), unless otherwise is agreed in writing. The risk of what is purchased is transferred to the customer upon delivery. When the customer is obliged to pick up the item and AluSteel keeps it ready, the risk passes to the customer at the time of their obligation to pick up the item. If the parties have not agreed on a fixed delivery time, the customer is obliged to pick up no later than 2 working days after the customer has been informed that the item can be picked up. Packaging / pallets are not returned.
7.2 AluSteel notifies all sold products and related services of completion by the time stated in AluSteel’s order confirmation. AluSteel has the right to complete the notification before the agreed delivery time unless the parties have agreed otherwise in writing. If products that according to agreement or contract are to be completed at a certain time are not purchased in time by the customer, AluSteel may, at its own discretion, have the goods sold at the customer’s expense on the customer’s advice, or store the goods at the customer’s expense and risk. This does not exempt the customer from paying the agreed purchase price at the due date.
7.3 The customer must inspect all products and related services immediately upon delivery. If the customer discovers an error or defect that the customer wishes to claim, the customer must immediately and within 5 days make a written and substantiated complaint to AluSteel. If an error or defect that the customer discovers or should have discovered is not immediately notified in writing to AluSteel, any remedy for breach of contract is forfeited.
7.4 Delayed delivery
7.4.1 If AluSteel expects a delay in the delivery of products or related services, AluSteel will inform the customer about this and at the same time about the reason for the delay and new expected delivery time.
7.4.2 If AluSteel fails to deliver products and related services within 30 days of the agreed delivery time for reasons for which the customer is not responsible and delivery does not take place within a reasonable time of at least 15 days, the customer may cancel the order or orders that is affected by the delay, without notice in writing to AluSteel. The customer has no other rights due to delayed delivery.
7.4.3 AluSteel is not liable to the customer or third parties for indirect losses, including loss of production, loss of profit or other financial loss due to delay.

8 Application and amendment of products delivered

8.1 There are no defects in the products if the customer has not used them in a proper and responsible manner or other use in violation of the regulations specified by AluSteel.
8.2 In the event that the customer has changed the products after delivery without AluSteel’s written consent, including when painting the products, AluSteel is not liable for defects, no matter the reason.

9. Limitation of liability

9.1 Each party is liable for its own actions and omissions under applicable law with the limitations that follow from the Basis of Agreement.
9.2 AluSteel is not liable to the customer for indirect losses, including loss of production, loss of profit or other financial loss due to defects in the delivered products. The customer may not claim compensation to cover the costs that may be incurred in dismantling and reassembling of the items or installations in which the product may have been inserted.
9.3 AluSteel’s liability is also limited to errors in AluSteel’s own products, but not for errors that may arise in connection with AluSteel’s deliveries being added to or in other products.
9.4 Notwithstanding the above, AluSteel’s liability to the customer for compensation and compensation may not exceed the purchase price ex freight. mm. for the delivery / defective products in question.
9.5 Products and related services that AluSteel sell and deliver to the customer are intended for use in Denmark. Notwithstanding any conflicting terms in the Agreement Basis, AluSteel is in no case liable for losses or damages that can be attributed to use for other purposes or for use outside Denmark. The customer must indemnify AluSteel to the extent that AluSteel may be liable for such loss or damage.

10 Product liability

10.1 AluSteel is solely responsible for product liability to the extent that such liability follows from mandatory provisions in the Product Liability Act.
10.2 Furthermore, AluSteel is only liable for personal injury if it is proven that such damage was the result of inadvertence or negligence on the part of AluSteel, or a third party for whom AluSteel is liable.
10.3 In the event that a claim for product liability is imposed on AluSteel in relation to third parties, the customer is obliged to release and reimburse AluSteel, regardless of the basis of liability.
10.4 The customer is obliged to accept the same venue and choice of law as AluSteel in the event of a lawsuit regarding product liability.
10.5 In the event that a third party makes a claim for product liability against one of the parties, the party in question shall, without further delay, notify the other party thereof.

11 Force majeure

11.1 Notwithstanding the foregoing, AluSteel are not liable for delays and non-compliance, in whole or in part, resulting from a force majeure event, including war, civil disobedience, strike, lockout, blockade, export ban, seizure, currency restrictions, scarcity of resources, fire, vandalism, theft, or similar circumstances beyond AluSteel’s control.

12 Intellectual property rights

12.1 The full ownership of all intellectual property rights relating to products and related services, including patents, designs, trademarks and copyrights, belongs to AluSteel.
12.2 All drawings, models, technical documents, and the like regarding the delivery, which are handed over from AluSteel to the customer, remain the property of AluSteel. Without the written permission of AluSteel, such information and documents may only be used in connection with the customer’s use or resale of the product. Thus, the customer may not copy, reproduce, transfer to, or otherwise communicate such information and documents to third parties. All such information and documents must be returned to AluSteel if AluSteel requests so.
12.3 In the event of any violation of point 0, a fine of DKK 250,000.00 will be imposed.

13 Confidentiality

13.1 The Customer may not pass on, use or enable others to use AluSteel’s trade secrets or other information belonging to AluSteel of any kind that is not publicly available.
13.2 The customer must not acquire or attempt to obtain or have access to AluSteel’s confidential information as described in section 0. The customer must handle and store the information properly to prevent it from inadvertently coming to the knowledge of others.
13.3 The customer’s obligations under this item 0 apply during the parties’ trade and without time limit after the termination of the trade, regardless of the reason for the termination.

14 Assignment of rights

14.1 14.1 AluSteel is entitled to transfer its rights to third parties for ownership or security. AluSteel is obliged to notify the customer of such a transfer.

15 Export control

15.1 The customer has been informed that certain products and technologies, as well as parts thereof, may be covered by the legislation for the export of dual-use products or special sanctions and as a result may not be exported without prior approval and permission from relevant authorities. It is the customer’s responsibility to investigate the situation and, if necessary, obtain permission from the relevant authorities to export or re-export AluSteel’s products and technologies.

16 Applicable law and venue

16.1 Any dispute that may arise between the parties must be settled by applying Danish law at AluSteel’s domicile at any given time as venue.
16.2 The Convention on Contracts for the International Sales of Goods (CISG) shall not apply.

Kværndrup, June 2019
AluSteel A/S