General conditions for sale, 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.

(2) The time of commissioning means the time when: the cellar has been delivered, installed and put into use by the buyer or is ready for commissioning by the buyer.

(3) Technical Documentation means any technical information, drawings, images and other material that the seller entrusts to the buyer, whether the material is entrusted 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.

(2) Extraordinary conditions regarding installation, as well as conditions the seller has not had the opportunity to uncover or foresee prior to installation, are not covered by 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.

(2) All Technical Documentation entrusted to the buyer remains the property of the seller.

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

(4) If the buyer does not accept the seller's offer, the Technical Documentation that may have reached 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.

(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.

(2) If the offer is ex-factory, the risks associated with the transport of the purchased product are borne by the buyer.

(3) Paragraphs 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:

(2) Deposit payment of 50% of the order amount is due upon placing the order. The payment terms are 8 days net after the invoice date.

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

(4) The remaining 50% is due for payment upon delivery. The payment terms 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.

(2) Cancellation of an order can only be made free of charge for the buyer if the conditions in section 10 (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.

(2) However, if the Seller is of the opinion that the agreed delivery or commissioning date cannot be met, he must notify the Buyer of this in writing and a new expected time.

(3) The seller assumes no responsibility 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.

(2) For new parts that have been inserted in connection with repairs in accordance with subsection (1), the warranty period expires at the same time as the warranty period in accordance with subsection (1).

(3) The seller's obligations pursuant to subsection (1) do not include cases where the defect is due to the fact that the item for sale has not been maintained and used in full accordance with the seller's regulations, incorrect or inappropriate use, changes or technical interventions made without the seller's written consent, or extraordinary climatic influences, etc.at

(4) The seller's liability for damages can never exceed more than what corresponds to the part of the delivery that is defective or delayed.

(5) The seller cannot be ordered to compensate for indirect losses caused by defects in the item of sale. Indirect losses include operating losses, lost profit margins, or losses caused by fluctuations in temperatures. This clause applies 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.

(2) The seller is never liable for operating losses, loss of profit or other indirect losses.

(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 by the same court that will hear any claim for damages against the seller.

(4) If a third party should raise 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

(2) The party who wishes to invoke exemption from liability or force majeure must notify the other party in writing of the occurrence and cessation of the event without undue delay.

(3) Either Party shall be entitled to notify the other Party in writing that the Agreement will be terminated when its performance is rendered impossible by the circumstances referred to 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.

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

§ 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.

(2) The Buyer must ensure that the installation can begin at the agreed time and that the Buyer's own and other suppliers' work is organised in such a way that the Seller's installation can be completed in an uninterrupted period after the commencement. The buyer must ensure that it is tidy so that the installation can begin without delay.

(3) If the assembly work necessitates changes or repairs to the buyer's existing buildings, fixtures or other facilities, it is the buyer's responsibility to ensure this and to bear the costs thereof.

(4) The Buyer must notify the Seller if the work mentioned in subsections 2-3 will affect the implementation of the delivery, including whether the Commissioning Date is postponed. If this is the case, the seller's delivery obligation will be sent a reminder accordingly. The Seller's costs in connection with delays caused by the Buyer's circumstances or the Buyer's other suppliers must be covered by the Buyer.

(5) If the buyer's own staff is to carry out the installation under the direction of an assembly manager from the seller, the above also applies, in addition, all necessary plant components must be present.

(6). The Buyer may not employ the Seller's staff with any other work than that which has been expressly agreed upon without the Seller's prior written consent. If the Buyer uses the Seller's staff for work other than what has been agreed in writing, the Seller has no responsibility for the staff or the work performed. Any liability under DL 3-19-2 will thus rest with the buyer.

(7) The buyer makes the following available free of charge at the times the seller may request it: Container for construction waste, light, power, water, etc.

(8) The Buyer informs the Seller of the applicable safety regulations at the installation site, and the Seller undertakes to instruct its posted personnel to comply with these.

(9) Any work as a result of the Buyer not wanting the system to be started immediately after installation will be considered as extra work.

(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.