GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

for KK International ApS– HYTORC Danmark, CVR no. 27209939 (hereinafter referred to as the “Seller”)

1. Validity

1. The following conditions apply to all of the Seller’s offers, sales, deliveries, and services, including in cases where the Buyer prescribes other terms.

Deviations are only valid if the Seller has agreed to them in writing.

2. Offers

1. All offers are made subject to intermediate sale, cf. section 3.

Unless otherwise stated in the offer, it is only valid if acceptance is received by the Seller no later than 30 days after the offer date.

3. Intermediate Sale

1. Until the Buyer’s acceptance has been received by the Seller, the Seller is entitled to conclude an agreement with a third party regarding the offered goods, with the effect that the offer to the Buyer lapses.

Upon receiving the acceptance, the Seller must, without undue delay, notify the Buyer in writing that the offer has lapsed.

1. The Seller cannot be held liable for failure to fulfill the agreement as a result of intermediate sale.

4. Orders

1. If the order confirmation deviates from the order by additions, limitations, or reservations, and the Buyer does not accept these changes, the Buyer must notify the Seller within 2 working days.

Otherwise, only the Seller’s order confirmation applies.

5. Price

1. The Seller’s prices are based on the prices applicable at the time of the offer.

Unless otherwise stated, prices are gross excl. VAT.

The Seller reserves the right to change prices as a result of documented changes in exchange rates, customs duties, taxes, levies, transport costs, and other documented expenses related to the agreed delivery. Such changes do not entitle the Buyer to cancel the order.

1. A handling fee is charged according to the rules in force at any given time.

6. Payment

1. Payment must be made no later than the date specified on the invoice as the last due payment date.

If no such date is stated, payment is due net 30 days.

1. If delivery is postponed due to the Buyer’s circumstances, the Buyer is — unless the Seller informs otherwise in writing — still obliged to make all payments as if delivery had taken place at the agreed time.
2. In the event of late payment, interest is charged on the outstanding debt (including accrued interest) from the due date at the prevailing National Bank lending rate plus 7%, as well as a reminder fee of DKK 100 per reminder.
3. The Buyer is not entitled to set off any counterclaims against the Seller unless they have been acknowledged in writing by the Seller, nor may the Buyer withhold any part of the purchase price due to counterclaims of any kind.

7. Retention of Title

1. The Seller retains ownership of any delivery until full payment has been made.
2. In the event of transformation or processing of the goods, the retention of title continues and applies to the transformed or processed item corresponding to the value of the goods at the time of sale.

8. Delivery

1. Delivery takes place ex Seller’s address at the Buyer’s expense and risk unless otherwise agreed in writing.
2. The delivery time is determined by the Seller according to best estimate, based on conditions present at the time of the offer or agreement.
3. Unless expressly agreed otherwise, a delay of up to 14 days due to the Seller’s circumstances is considered timely delivery and does not entitle the Buyer to exercise any remedies.
4. If the delay is due to circumstances described in section 12.3, the delivery time is extended for as long as the hindrance persists. Both parties may, however, cancel the agreement without liability if the hindrance lasts more than 3 months. This applies regardless of whether the cause occurs before or after the originally agreed delivery time.

The Seller must notify the Buyer without undue delay of any changes to the delivery time.

9. Packaging

1. Packaging is at the Buyer’s expense unless explicitly included in the price.

10. Product Information

1. Drawings, specifications, and similar material provided by the Seller before or after the agreement remain the Seller’s property and may not be shared with third parties or misused in any way.
2. All information regarding weight, dimensions, capacity, price, technical data, etc., stated in catalogues, brochures, circulars, advertisements, images, and price lists is for guidance only.

The Seller cannot be held liable for errors or misinterpretations in such material.

Such information is only binding if the agreement expressly refers to it.

Technical changes and updates may occur at any time.

1. The Seller assumes no responsibility for advice regarding selection, use, or application of the Seller’s products

11. Defects and Complaints

1. Upon delivery, the Buyer must immediately inspect the goods as required by good business practice.
2. If the goods were not manufactured by the Seller, the same conditions apply between Seller and Buyer as between the Seller and its supplier, meaning the Seller is only liable to the Buyer to the extent the supplier is liable to the Seller..
3. If the Buyer wishes to invoke a defect, they must notify the Seller in writing immediately after the defect is or should have been discovered, specifying the nature of the defect. Failure to do so means the Buyer loses the right to claim the defect.

The Seller may choose to remedy or replace defective goods.

1. If remedy or replacement is not carried out within a reasonable time, the Buyer may — subject to applicable Danish law and these terms — cancel the agreement, demand a price reduction, or claim compensation, cf. section 12.1.
2. If the Buyer has not notified the Seller of the defect within 6 months of delivery, the claim is void. For repaired or replaced parts, the Seller’s obligations apply for an additional 6 months, though never extending the total liability beyond 1 year from the original delivery date.
3. Any unauthorized alteration or intervention voids all Seller obligations.else.

12. Limitation of Liability

1. The Seller is not liable for operational losses, loss of profit, or any other indirect losses resulting from delays or defects.
2. Any compensation claim cannot exceed the invoice value of the delivered item.
3. The following circumstances exempt the Seller from liability if they prevent or significantly burden fulfillment of the agreement:d:

Labour disputes, and any circumstances beyond the parties’ control, such as fire, weather, war, mobilization, military requisition, confiscation, currency restrictions, riots, unrest, lack of transport, general shortages, power restrictions, as well as defects or delays from subcontractors caused by any such circumstances.

Circumstances already present at the time of the offer or agreement only exempt liability if their impact could not reasonably be foreseen.

13. Returns

1. Goods may only be returned after prior written agreement. The Seller reserves the right to charge a return fee.
2. If the Buyer is entitled to cancel the purchase, or if goods are returned for replacement or repair due to defects, they must be sent in original packaging at the Buyer’s expense and risk.
3. Any shipping costs incurred by the Seller may be charged to the Buyer and offset against any claims the Buyer may have against the Seller.

14. Product Liability

1. Product liability follows applicable Danish law.
2. Unless otherwise required by mandatory rules, the Seller is not liable for operational losses, loss of profit, or other indirect losses..

15. Transfer of Rights and Obligations

1. The Seller may transfer all rights and obligations under the agreement to a third party.
2. The Buyer may not transfer their rights or obligations without the Seller’s written consent.

16. Additional Terms

1. The Seller’s terms prevail, but where they are insufficient, NLS 95 applies for standard goods, and NLM 94 or NL 92 for machinery and other mechanical/electrical equipment.

17. Disputes

1. Any disputes between the parties must be settled by arbitration.

18. Venue

1. The arbitration tribunal shall be seated in Odense.
2. Danish law applies.