These terms of sale and delivery (the “Terms”) are part of the Agreement (as defined below) and apple to all offers, sales and deliveries of goods (“Goods”) from Rose Holm A/S (“Rose Holm”) to a customer (“Customer”), unless otherwise expressly agreed. In the event of a conflict between the Terms and Conditions made by the Customer in order etc., these Terms shall apply.

1. DEFINITIONS
1.1 Rose Holm’s offer to the Customer, the Customer’s order, Rose Holm’s order confirmation and standard terms to which Rose Holm refers in its quotations and / or order confirmation are collectively referred to as the “Agreement”.

2. OFFER AND AGREEMENT
2.1 If no specific acceptance deadline is stated in an offer, the acceptance deadline is 30 days from the time of Rose Holm’s submission of offers to the Customer.
2.2 The agreement shall be deemed to have been validly concluded with binding effect for Rose Holm and the Customer at the time of Rose Holms confirmation of Customer’s order (time of contract).

3. PRICES AND PAYMENT TERMS
3.1 All prices are stated “Ex Works” (as defined in INCOTERMS 2010) and in Danish kroner, excluding VAT and other taxes and duties associated with the sale of the Goods.
3.2 Until delivery Rose Holm reserves the right – by notice to the Customer – to increase the price of the Goods due to documented increased costs for Rose Holm due to circumstances beyond Rose Holm’s control, including increased material and other production costs.
3.3 The terms of payment are netto 10 days from the invoice date.
3.4 In case of late payment, default interest is calculated at 2% per. month, and Rose Holm is also entitled to withhold any additional orders and / or sub-deliveries that have not yet been completed until the Customer has paid the amount due (including interest).

4. RESERVATION OF PROPERTY
4.1 Rose Holm reserves the ownership of the Goods until the entire purchase price plus costs incurred has been paid to Rose Holm. In case of non-payment, Rose Holm – in addition to other available rights and remedies – is entitled to withdraw the goods delivered.

5. DELIVERY TERMS
5.1 Delivery takes place “Ex Works” (as defined in INCOTERMS 2010) Lynge, Denmark. If Rose Holm undertakes to accept a forwarder on behalf of the Customer, this does not change at the time of the risk transfer and other legal effects under this delivery clause.
5.2 Unless otherwise expressly agreed between Rose Holm and the Customer, the time of delivery is not an essential element in accordance with the Agreement.
5.3 The Customer shall be deemed to have accepted the Goods as being contractual, unless the Customer advertises as stated in section. 6.3. Otherwise, the Customer is not entitled to reject the Goods, and Rose Holm cannot be held responsible for the defect or discrepancy.

6. FAILURE
6.1 If, according to Rose Holm’s reasonable assessment, the Customer documents that the Goods are defective or otherwise not contractual, Rose Holm shall, at his choice and within a reasonable time, either:
(a) Repair or repair the defect for own account, or
(b) Replace the Goods with goods that are contractual in every respect, or
(c) Take the goods back and issue a credit note to the Customer for the relevant part of the purchase price.
6.2 Remedies pursuant to section 6.1 must always be made in compliance with the other provisions of this paragraph 6. Under no circumstances may Rose Holm’s liability exceed an amount equal to the purchase price of the goods in question and remedy in accordance with section 6.1. (a) – (c) Release Rose Holm from any liability under paragraph 6.
6.3 The Customer is exposed to the risk of the goods’ quality and performance. Upon delivery, the Customer shall conduct an investigation of the goods, and any alleged defect or other discrepancy between the goods and the Agreement shall be notified in writing to Rose Holm in writing and in no event later than 14 days thereafter. The notice must contain a description of the alleged defect. If the Customer fails to give Rose Holm such notice within the time limit set, the Customer shall forfeit its rights under this Clause 6.
6.4 Rose Holm is in no case responsible:
(a) for defects due to ordinary wear and tear, abnormal working conditions, improper use or conversion of the Goods without Rose Holm’s prior consent,
(b) if the purchase price of the Goods has not been paid on time,
(c) for parts, materials or equipment not manufactured by Rose Holm, the Customer being entitled to benefit from any warranties given to Rose Holm by the manufacturer in this regard only;
(d) for the merchandise’s merchantability or fitness for specific purposes.
6.5 Notwithstanding the foregoing, the Customer forfeits the right to invoke defects or other discrepancies between the Goods and the Agreement, provided that the Customer has not notified Rose Holm in writing within 12 months of the goods being delivered.

7. GENERAL LIABILITY LIMITATION
7.1 Unless otherwise provided by mandatory legislation, Rose Holm shall in no case be liable for any loss or damage that may occur (directly or indirectly) through the use of the Goods supplied, including product liability, and indirect or consequential damages, including operating losses, interest losses or other losses. Forms of loss suffered by the Customer or third party through the use of, or the inability to use, the Goods provided.
7.2 In no event shall Rose Holm be liable for damage to or destruction of immovable property or movable property if the movable property (i) is by its nature usually intended for non-commercial use, and (ii) is mainly used by the injured party accordingly.
7.3 Rose Holm’s total liability for damages as a result of fulfillment or breach of the Agreement shall, in any event, not exceed the amount paid by the Customer in accordance with the Agreement, whether due to compensation in or outside the contract, a guarantee or other basis. period of 12 months prior to the time when the Customer became aware of the matters on which the liability is based.

8. CUSTOMER DAMAGE AND INSURANCE
8.1 The Customer agrees to indemnify Rose Holm and its employees and agents for all claims, litigation, court rulings, damages and costs, including indirect and consequential damages arising (directly or indirectly) in connection with or in the light of the following:(a) Rose Holm’s production and sale of the Goods in accordance with the design, drawings, specifications or other data or instructions of the Customer;(b) Customer’s cancellation of an order following Rose Holm’s acceptance thereof;(c) Customer’s breach of its obligations under the Agreement.
8.2 The customer is obliged to take out duly comprehensive insurance, taking into account the Customer’s obligations under the Agreement (eg All-risk insurance for contractors, liability insurance, product liability insurance, insurance against accidents at work, etc.) at a recognized insurance company. The customer must, upon request, provide Rose Holm with copies of relevant insurance certificates, of which the scope and insurance sum of the cover are stated. The Customer shall, as long as the Agreement is in force and for a period of 5 years thereafter, refrain from putting these insurance policies into effect.

9. FORCE MAJEURE
9.1 Rose Holm shall be liable in the following situations if these prevent the performance of the Agreement or render the performance unreasonably burdensome: Work conflicts and any other circumstance which Rose Holm is not the master of, such as fire, war, mobilization or equivalent call to the military, rebellion , disturbances, seizures, currency restrictions, transport barriers, electricity restrictions, trade embargoes and deficiencies in or delays in deliveries from subcontractors and suppliers.
9.2 Notwithstanding paragraph 9.1, the parties are entitled to terminate the Agreement by written notice to the other party if the performance of the Agreement is delayed more than 6 months due to force majeure as described in Section 9.1.

10. LAW AND VENUE
10.1 The agreement is subject to Danish law, however, so that the provisions of the CISG (United Nations Convention on the International Sale of Goods) do not apply.
10.2 Any dispute that may arise as a result of or in connection with the Agreement must be brought before the City of Copenhagen at first instance.

***These sales and delivery terms will enter into force on 10 December 2015.