GENERAL

1.1 Unless otherwise agreed in writing, these general terms and conditions of sale and delivery (hereinafter the Terms) apply to Frontmatec Skive A/S (hereinafter "Frontmatec") deliveries to the Buyer, notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Buyer. No such conflicting, contrary or additional terms and conditions shall be
deemed accepted by Frontmatec unless and until expressly confirmed and accepted by Frontmatec in writing.

1.2 Any general terms and conditions of the Buyer are herewith objected to and shall not apply. Should the Buyer present in his order a provision which conflicts with these Terms, these Terms shall prevail even in the case Frontmatec fails to object to such provision.

1.3 Frontmatec reserves the right to change these Terms at any time, giving the Buyer thirty calendar days’ notice of any changes.

2. CONCLUSION AND SCOOPE OF AGREEMENT

2.1 All offers made by Frontmatec are open for acceptance within 10 (ten) calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the machinery and/or software (hereinafter the “Equipment”) offered. Oral offers must be accepted immediately and confirmed by Frontmatec in writing before they can be considered binding.

2.2 All purchase orders issued by The Buyer shall specify as a minimum the type and quantity of Equipment requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on Frontmatec unless and until confirmed by Frontmatec in writing.

3. PRICES AND PAYMENT

3.1 The prices for Equipment shall be those set forth in Frontmatec order confirmation. All prices are exclusive of freight, insurance, VAT and other duties and taxes. If the prices for the offered or agreed delivery change as a result of changes in purchase prices, commodity prices, exchange rates, freight, duties, taxes, etc., Frontmatec is entitled to change the prices offered and / or agreed to the Buyer.

3.2 Unless expressly stated otherwise in the order confirmation, payment for Equipment shall be made in full before delivery. The Buyer is not entitled to make any offset or deduction.

3.3 All invoices must be paid no longer than 10 days after date of issue.

3.4 If the Buyer fails to pay any invoice within 5 (five) calendar days of the due date of payment, Frontmatec may at its sole discretion a) suspend delivery of any purchase order until payment is made or b) terminate
delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the Buyer within 5 calendar days of the expiration of the grace period.

3.5 Interest for late payment accrues from the due date until payment in full at the rate fixed in the Danish Interest Act.

4. EQUIPMENT INFORMATION AND CHANGES

4.1 Equipment information/specification is binding only to the extent expressly referred to by Frontmatec in writing. Frontmatec reserves the right, without notice, to make changes to all Equipment information/specification if this can be done without significant inconvenience to the Buyer.

4.2 Changes to already ordered Equipment cf. section 2.2 requested by the Buyer can only be made against extra payment by the Buyer.

5. DELIVERY

5.1 Unless expressly stated otherwise in Frontmatec order confirmation, all deliveries of Equipment shall be Exwork Incoterms 2010 or any new versions hereof. The risk of loss of or damage to Equipment shall pass to the Buyer in accordance with the agreed delivery term.

5.2 The delivery dates of Equipment shall be those set forth in Frontmatec order confirmation. Frontmatec reserves the right to make delivery in instalments.

6. DELIVERY TIME

6.1 The delivery time is determined by Frontmatec at the best estimate in accordance with the conditions prevailing at the time of submission of the offer and / or the order confirmation. Unless otherwise agreed in
writing, postponement of delivery time with thirty [30] working days in any respect is deemed timely and contractual delivery. Frontmatec shall notify Buyer of change in delivery time without undue delay.

6.2 The determined delivery time is determined on the condition that the Buyer has provided all necessary information to Frontmatec including but not limited to Buyers specification on Site, materials to be used, access to Buyers Site etc.

7. ACCEPTANCE OF GOODS, DEFECTS AND
COMPLAINT

7.1 Upon delivery, Buyer shall immediately, and no later than 3 days from the delivery of the Equipment, conduct such an examination of the Equipment sold for proper business use. If Buyer will invoke a defect, Buyer must immediately, notify Frontmatec of this, stating the nature and extent of the defect.

7.2 At its sole discretion Frontmatec may a) repair the missing/damaged part of the Equipment or b) credit the purchase price with the value of the missing/damaged part of the Equipment

7.3 If the Buyer does not comply with the procedure set out above in section 7.1 the Buyer has forfeited any later complaint or claim.

7.4 Frontmatec shall not be liable for defects caused bycircumstances which arise after the risk has passed to the Buyer, e.g. defects due to faulty maintenance, incorrect installation or faulty repair by the Buyer or alterations carried out without Frontmatec consent in writing. Frontmatec shall neither be liable for normal wear and tear nor for deterioration.

8. FRONTMATIC ONE (1) YEAR LIMITED EQUIPMENT WARRANTY

8.1 Frontmatec warrants all new and unused Frontmatec Equipment to be free from defects in material, workmanship or construction (the “Frontmatec Equipment Warranty”) for a period of twelve (12) months from the date of delivery stated on the order confirmation (the “Warranty Period”) conditioned that the Equipment is used, operated and serviced in accordance with installation, technical instruction and specifications, user manuals and other guidelines published.

8.2 The Frontmatec Equipment Warranty is a voluntary warranty and it is the only warranty that exists between the Parties. All claims under the Frontmatec Equipment Warranty are governed by the terms and conditions set out in this warranty document. As a result, Frontmatec does not make any other promises, conditions or warranties about the Equipment other than set out in this document.

8.3 The warranty does not cover wear parts, those individual parts of the machinery that are subject to excessive wear and tear and/or require frequent replacement or replaced part during Warranty Period

8.4 The Warranty does not cover any costs for transportation, allowances, travel time, hotel, and shipment. Costs for salaries covering time used outside normal business hours is paid by the Buyer.

9. LIMITATION OF REMEDY AND DAMAGES

9.1 All warranties, conditions and other terms not set out in Frontmatec Equipment Warranty are excluded from the Frontmatec Equipment Warranty.

9.2 Liability under the Frontmatec Equipment Warranty is limited to repair without charge of any defect in workmanship, and repair or replacement of any defective part. The Buyer is not entitled to any other remedy as a result of a defect or damage covered by the Frontmatec Equipment Warranty.

9.3 Frontmatec can never be held liable for any costs or charges derived from inconvenience or loss of use, commercial or monetary loss due to time loss or any other special, incidental, indirect or consequential
damage of any kind or nature including indirect loss and/or loss of profit.

9.4 All repair covered by the Frontmatec Equipment Warranty must be done by Frontmatec or a subcontractor accepted and appointed by Frontmatec. All repair covered by the Frontmatec Equipment Warranty will be done within normal business hours (8- 16, on workdays).

10. DISCLAIMER

10.1 Frontmatec may from time to time change the design and performance of Equipment due to continuing development and improvement. Nothing contained in
the Frontmatec Equipment Warranty shall be
construed as an obligation for Frontmatec to
incorporate such designs, developments or
improvements into previously produced and delivered Equipment, nor shall such changes, developments or improvements be construed as an admission that the previous Frontmatec Equipment were defective.

10.2 Frontmatec does not warrant, represent or undertake to be able to repair the Equipment under the Frontmatec Equipment Warranty without the risk to and / or loss information and / or data stored on the
Equipment or the connected web service. Frontmatec can never be held liable for loss of such information or data.

10.3 Frontmatec is not responsible for any kind of delay that can be related to COVID-19. This is the case regardless if the delay is related to Frontmatec deliveries directly or to deliveries from sub-suppliers of any kind.

11. RETENTION OF TITLE

11.1 Title and all rights to Equipment delivered remains with
Frontmatec and shall not pass to the Buyer until the Equipment have been paid in full. If the Buyer fails to pay any invoice, Frontmatec may retake the Equipment covered by the invoice. The Buyer must to the satisfaction of Frontmatec insure all Equipment delivered to their full replacement value until title to the Equipment has passed to the Buyer.

12. OWNERSHIP, INTELLECTUAL PROPERTY
RIGHTS INFRINGEMENT

12.1 All Drawings, technical documents, specifications, know-how and the like, provided by Frontmatec before or after delivery of the Equipment, remain Frontmatec
property and may not be disclosed to any third party without Frontmatec written consent, and may not without Frontmatec consent, otherwise be copied, reproduced, transmitted or be used for any otherpurpose than that for which they were provided.

12.2 Unless otherwise agreed in writing following shall apply in respect of the Buyer’s right to use the software.

Frontmatec software:

The Buyer acquires the non-exclusive right to
Frontmatec software. The Buyer may transfer this right of use to subsequent owners or leaseholders of the Equipment. Frontmatec retains the intellectual property rights to the Frontmatec software even when such software has been produced specially for the Buyer. Frontmatec shall not be obliged to provide the
source code for the Frontmatec software.

Sublicensed Software

(computer software to which a third party holds the intellectual property rights and to which Frontmatec, with the property right holder’s permission, grants a right of use.) Subject to any limitations which have been agreed between Frontmatec and the holder of the intellectual property rights, the Buyer acquires the non-exclusive
right to use the Sublicensed Software only in the use of the Equipment and to transfer this right of use to subsequent owners or leaseholders of the Equipment.

12.3 The Buyer is not entitled to reverse engineer or amend the software supplied or carry out maintenance itself of such software, except for any customer specific software developed especially for the Buyer. Unless
otherwise agreed Frontmatec is not obligated to provide the source code of the software or to provide updated version of the software to the Buyer.

12.4 The Buyer is in no situation entitled to  ownership or any right of/to ideas, invention, further development, improvements and the like of the Equipment and any subsequent Equipment produced on the basis of the
Equipment. The ownership of such further
development, improvements or the like belongs to Frontmatec.

12.5 The Buyer may be obliged to conclude a separate licence agreement on the use of third-party software. In such case, the Buyer’s use is to be governed by the licence agreement in question.

13. LIABILITY AND LIMITATION OF LIABILITY

13.1 For claims that concern Frontmatec performance or failure to fulfill its obligations, the Buyer is entitled to compensation only for direct loss with the following limitations:

13.1.1 Frontmatec liability is limited to direct damage / loss under applicable law, and is - for whatever reason and irrespective of the nature of the claim - limited to the total value of the Equipment value.

13.1.2 Under no circumstances shall Frontmatec be liable to Buyer for lost profits, lost savings, any claim regarding tort, punitive damage or other indirect loss or
consequential loss or damages arising from the use of the sold Equipment, regardless of whether Frontmatec has been informed of the possibility of such claim including but not limited to business interruption, loss of profit, loss of production, loss or corruption to data,
loss or corruption to software, loss of business, loss of revenue, loss of operation time, loss of goodwill or reputation, loss of competitive advantage, loss of opportunity, loss of anticipated savings.

13.1.3 Nothing in this clause shall be interpreted as to exclude liability in any instants where Frontmatec cannot exclude its liability as a matter of law.

13.1.4 Frontmatec shall not be liable for any claims based on Frontmatec compliance with the Buyers designs, specifications or instructions or repair, modification oralteration of any Equipment by the Buyer or a third party.

13.1.5 Frontmatec is to incur no liability whatsoever for any third-party software. That also applies in respect of any third-party software incorporated into the software of
Frontmatec if the presence of such software has been pointed out to the Buyer. Frontmatec shall not be liable for any claims based on use of the software in a manner or in a place not agreed or which Frontmatec
could not have foreseen or any change in the software by the Buyer.

13.1.6 Frontmatec shall have no liability towards the Buyer for infringement of third parties’ rights resulting from the Buyers use of the software.

14. PRODUCT LIABILITY

14.1 Buyer must immediately notify Frontmatec if third part makes product liability applicable to Buyer. Insofar as
nothing else follows from mandatory rules, Frontmatec is not liable for operating loss, loss of profits or other indirect losses. The Buyer shall indemnify and hold Frontmatec harmless to the extent that Frontmatec
incurs liability towards any third party in respect of any damage, for which Frontmatec is not liable towards the Buyer according below clauses.

14.2 Frontmatec shall not be liable for loss or damage caused by the Equipment: (a) to any (movable or immovable) property where the damage occurs after the risk of the Equipment has passed to the Buyer or while the Equipment are in the Buyer’s possession; or
(b) to products manufactured by the Buyer or a third party of which the Equipment form a part, where the damage is caused by these products because of properties in the products. Except in respect of death or personal injury caused by Frontmatec gross
negligence,

14.3 Frontmatec shall under no circumstances be liable to the Buyer by reason of any representation, or implied warranty, condition or other term, or any duty at common law, or under the express terms of the agreement, for any consequential loss or damage, whether for loss of product or profit, which arise out of or in connection with the supply of the Equipment.

14.4 If a claim for loss or damage as described in this clause is raised by a third party against either Frontmatec or the Buyer, either party shall immediately notify the other party thereof. Should any third party in connection with product liability sue Frontmatec, Buyer agrees to be admitted during the case.

15. FORCE MAJEURE

15.1 Frontmatec shall not be liable for any failure to deliver or any other failure to comply with any contractual obligation due to any cause beyond its direct control including but not limited to the late performance or
nonperformance or breach of agreement by
Frontmatec sub suppliers or freight forwarders, war, riots, intervention by government or local authorities, strikes, lockouts, export and import restrictions, bad
weather conditions, fire, lack of raw materials,
cybercrime, man power or energy supplies or
breakdown of machinery.

16. SUB-SUPPLIERS

16.1 Frontmatec is entitled to arrange for work to be carried out, in whole or in part, by sub-suppliers.

17. DISPUTE RESOLUTION, GOVERNING LAW AND VENUE

17.1 The agreement and any other relationship between Frontmatec and the Buyer shall be governed by Danish law. Any disputes between Frontmatec and the Buyer must be settled by arbitration under The Danish Institute of Arbitration in Copenhagen. How-ever, Frontmatec may, also at its discretion elect to bring an action against the Buyer in any territory in which the Costumer carries on business and in such event elect
to apply the ordinary courts of the country and/or the laws of the country.

18. PROTECTION OF DATA

18.1 Frontmatec observe the Danish Act on Processing of Personal Data in its processing of personal data. The Buyer may contact Frontmatec to get information on the data processed about the Buyer or to have the data deleted or corrected.

18.2 Based on Buyers specifications, the Frontmatec Software systems may contain personal data of the Buyers employees. In this situation Frontmatec has no responsibilities in connection with how the Buyer has collected, used or handled such personal data.

18.3 Frontmatec is entitled to use the Buyer’s name in connection with promotion, marketing and public reference lists with respect of the Danish Act on Processing of Personal Data.

19. DELETION OF DATA – HANDLING

19.1 Data on the Buyer’s order and any other Buyers personal data will be stored for 5 years. Then the data will be deleted automatically unless the data is still of
relevance to Frontmatec, e.g. for executing new orders. One of the reasons for this storage is to ensure the correct handling of any complaints.