General conditions for sales, delivery and installation of Spiral Cellars

§ 1 Scope
Paragraph 1 The following conditions apply to the sale, delivery and installation of Spiral Cellars within the EU to the extent that they are not deviated from by other written agreement.

§ 2 Special definitions
Paragraph 1. Intermediate sale is understood to mean that the seller, after making an offer to the buyer, sells the offered item to the other party before the buyer's acceptance has emerged.

Stk. 2. Time of Commissioning means the time when the cellar is delivered, installed and commissioned by the buyer or ready for commissioning by the buyer.

Paragraph 3. Technical Documentation means any kind of technical information, drawings, pictures and other material provided by the Seller to the Buyer, whether in physical, electronic or any other form.

§ 3 Offer
Paragraph 1. Unless otherwise stated, offers are valid for 30 days from the date the offer is dated. Any offer is made subject to Intermediate Sales.

Stk. 2. Extraordinary circumstances regarding installation, as well as circumstances the seller has not had the opportunity to uncover or foresee prior to the installation, are not included in the offer.

§ 4 Specifications and Technical Documentation
Paragraph 1. All statements and information about capacities as well as technical and other data in the seller's marketing material, including in catalogues, prospectuses, circulars, advertisements, image material and price lists, etc., are for guidance only.

Paragraph 2. All Technical Documentation handed over to the Buyer shall remain the Seller's property.

Paragraph 3. Without the Seller's consent, Technical Documentation may not be used for anything other than the purpose of the transfer and may not be copied, reproduced, handed over to or brought to the knowledge of third parties without the Seller's written consent.

Paragraph 4. If the Buyer does not accept the Seller's offer, any Technical Documentation received by the Buyer must be returned to the Seller.

§ 5 Design changes
Paragraph 1. The seller reserves the right, without prior notice to the buyer, to make such changes in construction, choice of materials, execution, etc., as the seller may deem necessary in connection with assembly. However, the seller is obliged to ensure that the changes do not cause deterioration in the quality, capacity and essential usability of the item sold.

Stk.2. Changes made do not entitle the buyer to any form of compensation.

§ 6 Transport costs and transfer of risk
Paragraph 1. If the seller must install the purchased item for the buyer, the transport costs are included in the offer. The seller must thus bear all costs and risks associated with transporting the purchased item to the seller's place. Risk passes to the buyer immediately upon delivery and is insured cf. Section 14.

Paragraph 2. If the offer is ex works, the risks associated with the transportation of the purchased goods are borne by the Buyer.

Paragraph 3. This paragraph shall also apply where delivery takes place directly from the Seller's subcontractor.

§ 7 Invoicing and payment
Paragraph 1. Invoicing from the seller will, if no other written agreement exists, take place as follows:

Paragraph 2. Deposit payment of 50% of the order amount is due upon placement of the order. Payment terms are 8 days net after the invoice date.

Paragraph 3. If the buyer does not pay on time, the seller is entitled to charge default interest from the due date and until payment is made with interest which is currently 1.5% per month.

Paragraph 4. The remaining 50% is due for payment upon delivery. The terms of payment are 8 days net after the invoice date.

§ 8 Cancellation of order
Paragraph 1. In the event that the order has not yet been put into production, the order can be canceled with a refund of the deposit minus 25%. If the order has been put into production, the deposit will not be refunded.

Stk. 2. An order can only be canceled free of charge for the buyer if the conditions in § 10 paragraph 3 are met.

§ 9 Reservation of title
Paragraph 1. The sale item incl. everything belonging to it, remains the seller's property until the purchase price has been paid in full. Payment by cheque, bill of exchange, promissory note or by electronic measures of any kind is not considered payment until the amount has been entered into the account designated by the seller without possibility of reversal.

§ 10 Delay
Paragraph 1. Unless otherwise agreed in writing, a stated start-up time is determined at best estimate.

Stk. 2. If the Seller is of the opinion that the agreed time of delivery or Commissioning cannot be met, he shall, however, notify the Buyer in writing and inform him of the new expected time.

Paragraph 3. The Seller assumes no liability for the Buyer's direct or indirect loss due to exceeding the delivery times. However, if the delay is considered significant, the buyer is entitled to cancel the order.

§ 11 Shortcomings and regulation of liability
Paragraph 1. Any complaints must be made in writing, just as any defective parts - at the buyer's expense - must be forwarded to the seller for inspection upon request. The seller undertakes, for a period of 1 year after the date of delivery or commissioning, without undue delay, to carry out redelivery or repair at his own choice, if the buyer documents that there are defects in the delivered item.

Subsection 2. For new parts installed in connection with repairs in accordance with paragraph 1, the warranty period expires at the same time as the warranty period under paragraph 1.

Paragraph 3. The Seller's obligations under paragraph 1 do not include cases where the defect is due to the object of sale not having been maintained and used in full accordance with the Seller's instructions, incorrect or inappropriate use, changes or technical interventions made without the Seller's written consent, or extraordinary climatic influences, etcat

Paragraph 4. The Seller's liability for damages can never exceed the amount corresponding to the part of the delivery that is defective or delayed.

Paragraph 5. The Seller cannot be required to compensate indirect losses caused by defects in the object of sale. Indirect loss shall be understood to mean, among other things, operating loss, loss of profit, or loss caused by temperature fluctuations. This clause shall apply both in the case of accidental damage and in the case of damage caused by simple negligence on the part of the Seller.

§ 12 Product liability
Paragraph 1. If an installation supplied by the seller or parts thereof causes damage to things, the seller can only be held liable if it is documented that the damage is due to an error committed by the seller. Liability for such property damage can amount to a maximum of DKK 2,000,000.

Paragraph 2. The Seller shall never be liable for operating losses, loss of profit or other indirect losses.

Stk. 3. The buyer shall indemnify the seller if the seller is held liable to a third party for damage or loss, to the extent that such liability extends beyond the limits set out above. In this connection, the buyer is obliged to be sued at the same court that handles any claim for damages against the seller.

Clause 4. If a third party raises a claim for compensation for product damage, the parties are obliged to mutually inform each other and report the claim to their insurance companies.

§ 13 Freedom from liability - force majeure
Paragraph 1. The following circumstances lead to freedom of liability for the parties if they prevent the fulfillment of the agreement or make fulfillment unreasonably burdensome: Labor dispute, strikes, lockout and any other circumstance beyond the control of the parties, such as, but not limited to, fire, war, mobilization or unforeseen military calls-ups, public orders, seizure, currency restrictions, riots and unrest, lack of means of transport, irregularities in the supply of electricity, water and other sources of supply, general shortage of goods, cancellation of major works, as well as shortages or delays in deliveries from sub-suppliers, which are due to any of the circumstances mentioned in this point

Paragraph 2. The party wishing to invoke exemption from liability or force majeure shall without undue delay notify the other party in writing of the occurrence and termination of the event.

Paragraph 3. Either party is entitled to notify the other party in writing that the agreement is terminated when its fulfillment becomes impossible due to the circumstances mentioned in paragraph 1.

§ 14 Buyer's insurance obligation
Paragraph 1. From the time when the risk passes from the seller to the buyer, the buyer is obliged to take out fully comprehensive insurance (All Risk). The insurance must remain in force until final payment to the seller has taken place.

Stk. 2. Until payment has been made, the seller is entitled at any time to demand documentation that paragraph 1 has been fulfilled.

§ 15 Permits
Paragraph 1. The buyer is responsible for obtaining the permits required for the completion of the delivery and bears the costs for this, unless otherwise agreed in writing.

§ 16 Especially regarding assembly
Paragraph 1. If assembly is covered by the purchase agreement, the conditions in this section 16 apply.

Subclause 2. The buyer must ensure that the installation can commence at the agreed time and that the buyer's own and other suppliers' work is organized in such a way that the seller's installation can be completed in an unbroken period after commencement. The buyer shall ensure that the site is tidy so that assembly can begin without delay.

Subclause 3. If the installation work requires changes or repairs to the buyer's existing buildings, fixtures or other installations, it is the buyer's responsibility to arrange for this and to pay the costs thereof.

Stk. 4. The buyer must inform the seller if the work mentioned in paragraphs 2-3 will affect the completion of the delivery, including if the time of commissioning is delayed. If this is the case, the Seller's delivery obligation shall be postponed accordingly. The seller's costs in connection with delays caused by the buyer's circumstances or the buyer's other suppliers shall be covered by the buyer.

Paragraph 5. If the buyer's own personnel are to carry out the installation under the direction of an installation supervisor from the seller, the above also applies, and all necessary system components must be present.

Clause 6. The Buyer shall not employ the Seller's staff for work other than that expressly agreed without the Seller's prior written consent. If, contrary to this, the buyer uses the seller's staff for work other than what has been agreed in writing, the seller has no liability for the staff or the work performed. Any liability under DL 3-19-2 will thus be the responsibility of the buyer.

Clause 7. The buyer shall make the following available free of charge at the times requested by the seller: Container for construction waste, light, power, water etc.

Clause 8. The Buyer shall inform the Seller of the applicable safety regulations at the installation site, and the Seller undertakes to instruct its personnel to comply with these.

Clause 9. Any work resulting from the fact that the Buyer does not want the installation to be started immediately after installation will be considered extra work.

Clause 10. Delays and extra work will be settled separately according to daily rates.

§ 17 Choice of law and venue
Paragraph 1. Disputes in connection with the purchase agreement must be settled according to Danish law, excl. the choice of law rules.