General Sales & Delivery Terms

Scope of Applicability

• These General Sales and Delivery Terms apply to all services and deliveries of products by ZPD A/S, CVR no. 32 83 48 25, to the Buyer, unless otherwise agreed in writing.

• Any general terms or conditions of the Buyer shall not be incorporated unless approved in writing by ZPD A/S. Notice of objection to and rejection of the Buyer’s terms is hereby given.

Purchase orders

• All orders shall specify as a minimum the type, quantity, and quality of products required, applicable unit prices, delivery place, required delivery dates, as well as necessary analysis, documents, and specifications.

• An order shall only become valid and binding upon ZPD A/S when ZPD A/S has confirmed the order in writing. In case of discrepancy between an order and the order confirmation, the Buyer shall immediately give notice to ZPD A/S stating the discrepancy. Otherwise, the written order confirmation by ZPD A/S shall be deemed as accepted by the Buyer.

• Orders confirmed by ZPD A/S cannot be cancelled or altered without ZPD A/S’ written approval.

Prices and payment

• Unless otherwise stated, prices are quoted exclusive of duties, insurance, VAT, transportation, taxes, and any other costs or fees.

• ZPD A/S reserves the right to adjust its price lists without notice and such new prices shall become effective immediately.

• Unless otherwise agreed terms of payment shall be upon receipt of the invoice.

• In the event of late payment, the default interest rate shall be 8 percentage points above the rate of the main refinancing facility of the European Central Bank.

• ZPD A/S is entitled to suspend its performance and withhold deliveries until all debts due to ZPD A/S are settled in full.

• The Buyer shall not be entitled to withhold payment or set off against amounts claimed from ZPD A/S.

• If – at the discretion of ZPD A/S – the Buyer’s ability to pay is impaired after conclusion of the order or once performance hereof has commenced, ZPD A/S is entitled to demand security for payment of the purchase sum or pre-payment hereof respectively.

Transfer of title

• The title to the products remains vested in ZPD A/S and does not pass to the Buyer until the products have been paid for in full, including interest and payment for delivery, freight, and insurance if applicable to the extent that such retention of title is valid under applicable law.

• The retention of title shall not affect the passing of risk in accordance with the agreed trade term.

• The Buyer shall hold the goods in trust for ZPD A/S until paid for in full. The Buyer is obligated to keep the goods in good condition and separate from other products held in stock.

Delivery

• Any agreed trade term shall be construed in accordance with the Incoterms in force at the formation of the agreement. If no term has been agreed, the term shall be EXW.

• The quantities stated in shipping documents such as Bills of Lading, Seaway Bills, Liner-way Bills, and freight receipts, shall be deemed correct unless proven incorrect.

• The Buyer shall inform ZPD A/S of the requirements in legislation, administrative regulation and the required documentation that is needed for the straightforward import of the products to its end destination if the destination is outside the EU. ZPD A/S shall not be liable for any delay or non-delivery due to the shipping process if the Buyer has not fulfilled his duty to inform in accordance with this clause.

Acceptance of the products

• Any claims concerning visual external defect, non-conformity or shortcomings in quantity shall without undue delay and no later than eight days after receipt, be made in writing to ZPD A/S. In the absence of any such notice the Buyer shall be deemed to have accepted the delivery.

• Any claim concerning shortcomings in quantity shall be handled in accordance with the agreed trade term and the documentation of quantity registered by ZPD A/S prior to departure.

• The Buyer is not entitled to return products to ZPD A/S without prior consent and shall keep the products in good condition until a return order has been agreed.

Use and resale

• The Buyer is solely responsible for the specific use of the products, including, but not limited to product handling, storage, working environment, product documentation, public authority requirements, as well as relevant laws and regulations.

• The Buyer furthermore acknowledges full responsibility that the use of the products does not infringe patents or other third-party rights.

• ZPD A/S has reserved to itself or to its exclusive distributors a list of companies as ZPD’s exclusive customers. The Buyer is restricted from actively reselling or transferring the products purchased from ZPD A/S to any company or entity listed in Appendix A, which outlines a comprehensive list of restricted third parties. However, this restriction is subject to the terms of any written separate agreement with ZPD A/S, which could allow sales to certain companies listed in Appendix A. Appendix A may be updated from time to time at the discretion of ZPD A/S. Passive sales are not restricted.

• Any attempt to actively resell, distribute, or transfer the products in violation of this clause will be considered a breach of these General Sales and Delivery Terms.

• The Buyer is encouraged to report any suspected violations of clause 7.3.

• The Buyer shall not be entitled to claim any form of damages or compensation arising from the imposed restrictions on active resale.

Limited warranties

• ZPD A/S solely warrants that ZPD A/S has the title to the products, that the products are free from any third-party license or encumbrances and that to the best of ZPD A/S’ knowledge, the products sold do not infringe third party intellectual property rights at the time of delivery.

• ZPD A/S PROVIDES NO ADDITIONAL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHICH EXTEND BEYOND THE WARRANTIES SET FORTH IN THIS SECTION. WITHOUT LIMITING THE FOREGOING, THERE ARE NO IMPLIED WARRATIES OF MECHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE.

Liability for non-conformities

• ZPD A/S’ liability shall be limited to non-conformities that has been raised by the Buyer without undue delay and no later than five days after the non-conformity is or reasonably ought to have been discovered. The Buyer must inform ZPD A/S in writing about the state and the nature of the non-conformity.

• ZPD A/S’ liability shall be limited to non-conformities that appear within one year after delivery has taken place.

• The Buyer has the burden of proving that the non-conformity was present at the time of delivery of the product.

• Remedy of non-conformities will take place as a replacement delivery. If a replacement delivery has not been sent within twelve weeks of notification from the Buyer, the Buyer shall be entitled to a reasonable reduction in the price proportionate to the defective part of such order. This shall be the only remedies available to the Buyer in case of non-conformities. The Buyer is consequently not entitled to claim damages or compensation for losses, damages, and costs which the Buyer may incur whether direct or indirect.

• Notwithstanding anything to the contrary in these General Sales and Delivery Terms, ZPD A/S’ liability for ingredient damages subject to coverage under ZPD A/S’ insurance may be covered with a limitation of 5.000.000 DKK in total per incident per calendar year.

Product liability and indemnification

• To the greatest extent permissible by the applicable law, ZPD A/S’ product liability towards the Buyer shall not exceed 5.000.000 DKK in total per incident per calendar year.

• ZPD’s liability shall not be limited in any way in respect of death or personal injury caused by ZPD’s negligence or willful misconduct.

• Neither party shall be liable for any indirect, consequential, incidental, punitive, or special damages, including without limitation loss of profits, revenue, contracts, data, goodwill, time, or any other similar loss.

• The Buyer shall indemnify, defend and hold ZPD A/S harmless from and against any third-party claim resulting from the Buyer’s act or omissions, as well as claims resulting from, or associated with, the use of the products or the Buyer’s use or application of any information or advice disclosed or provided by or on behalf of ZPD A/S.

• Should any third party raise a claim against one of the parties in relation to the products, the party against whom the claim is raised shall immediately inform the other party of such claim.

Force Majeure

• Either party shall be entitled to suspend performance of his obligations to the extent that such performance is impeded or made unreasonably onerous by Force Majeure, meaning any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties, such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power, currency and export restrictions, epidemics, natural disasters, extreme natural events, terrorist acts and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to here. A circumstance referred to here, whether occurring prior to or after the formation of the agreement, shall give a right to suspension only if its effect on the performance could not be foreseen at the time of the formation.

• The party claiming to be affected by Force Majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstance. If a party fails to give such notice, the other party shall be entitled to compensation for any additional costs which he incurs and which he could have avoided had he received such notice. If Force Majeure prevents the Buyer from fulfilling his obligations, he shall compensate ZPD A/S for expenses incurred in securing and protecting the products.

• Regardless of what might otherwise follow from the agreement, either party shall be entitled to terminate the agreement by notice in writing to the other party if performance of the agreement is suspended under Force Majeure for more than six months.

Intellectual property

• The sale of the products hereunder does not convey to the Buyer any right, title, license, or other interest of any kind with respect to any intellectual property rights relating to the products, hereunder without limitation, patents, patent applications or trademarks, except that the Buyer shall have an implied right to use the product for the purpose stated in the product documentation.

Severability

• If any of the provisions, or parts hereof, in these General Sales and Delivery Terms are held to be invalid, illegal or unenforceable, such provisions, or parts thereof, shall be deemed not to form part of these General Sales and Delivery Terms and shall not affect the remaining provisions.

• In the event of any material part of these General Sales and Delivery Terms should be held invalid, illegal or unenforceable, the parties shall in good faith negotiate a solution by which the original intensions of the parties are honored to the largest extent legally possible.

Assignment

• ZPD A/S shall be entitled to assign its rights and obligations (in whole or in part) or to subcontract any part of the delivery.

• The Buyer shall not assign its rights and obligations without prior written consent of ZPD A/S.

Applicable law and venue

• These are governed by and shall be construed in accordance with Danish law.

• Any dispute arising out of or in connection with these General Sales and Delivery Terms, including disputes regarding its existence, validity, or termination, shall be settled in accordance with Danish law, except for Danish private law rules regarding choice of law and CISG.

• Any such disputes shall be settled by the Danish Maritime- and Commercial Court, Amaliegade 35, 2, Copenhagen, Denmark. The language of the proceedings shall be Danish.

• Notwithstanding the above, ZPD A/S reserves the right to refer any matter regarding payment for the products to a relevant court having jurisdiction of such cases in the country where the Buyer is domiciled or registered.