1. In general

Unless otherwise agreed in writing, the following general terms of sale and delivery (hereinafter Terms) apply to TreeTops Trading A / S, CVR no. 33 74 93 68, Bavnevej 32, 6580 Vamdrup (hereinafter “Seller”) deliveries to the Buyer.

Buyer's general terms and conditions of purchase, whether or not these are a component of Buyer's sales documents, including acceptance, will not be considered. This applies regardless of when these may appear.

Offer, order and acceptance

The Seller's written offer, which does not specify an acceptance deadline, lapses if the corresponding acceptance has not reached the Seller within 30 days from the date of the offer. Oral offers must be accepted immediately. The seller's offer is subject to intermediate sales. The seller's service only includes what is stated in the order confirmation. Agreement on changes to or additions to the original agreement is not binding on Seller without written confirmation from Seller. Tenders are based on the project information known on the offer date and later information may lead to price changes. Adjustments / changes in design / prototypes on special products are invoiced at hourly rates according to invoice.

Security for the full amount may be required at any time - e.g. in the form of a bank guarantee - before production / delivery begins.

Prices

All prices are stated in Danish kroner or Euro excl. VAT, freight, customs duties, taxes and other charges. If the prices for the offered or agreed delivery change as a result of changes in purchase prices, raw material prices, exchange rates, freight, customs duties, taxes, duties, etc., the Seller is entitled to change the prices offered and / or agreed to the Buyer. The above applies regardless of whether the delivery is covered by a price list used by the Seller. For deliveries covered by a price list used by the Seller, it also applies that the price is determined on the basis of the price list that is valid at the time of delivery.

Payment

Upon the Buyer's order, the Buyer receives an invoice for the agreed purchase price, which is paid prior to delivery, cf. the payment terms. For part deliveries are paid per. delivery.
Unless otherwise agreed in advance, the Buyer is obliged to give the Seller a reasonable notice for the production of the next part delivery, including a reasonable deadline for procurement of raw materials, production time, administration time and shipping.

Unless otherwise agreed in writing, payment must be made 14 days net. In the event of late payment, default interest is calculated at 2 % per. commenced month from the due date to count. Payment by set-off cannot take place if the counterclaim is disputed. Failure to comply with the Seller's payment terms is considered a material breach that entitles the Seller to suspend further deliveries and to demand that any receivable, due or undue, be paid immediately.

 5. Cancellation and change of order

Buyer is not entitled to cancel an order for specialty items.

If the Seller approves a change or cancellation of an order for stock-bearing goods, the Buyer is obliged to pay the costs associated with the change or cancellation. In the event of full or partial cancellation, the Buyer is also obliged to compensate the Seller's lost profits, however, a minimum of 20% of the value of the goods.

6. Product information and changes

All work is carried out in accordance with the Buyer's design material, description and drawings for use in the execution of the work. Seller assumes no project, design, planning or construction responsibility for errors and / or defects related to the use of the delivered items.

The Seller performs the ordered service in a professional and defensible manner, but gives no guarantee that the service will lead to a specific result for the Buyer, or can be used for a specific need for the Buyer.

The service is performed in accordance with the information in the Buyer's order as well as any other information received from the Buyer regarding the ordered service. Seller does not assume any responsibility for errors or omissions in the service which are due to the content of information received from Buyer.

Drawings, specifications and other things, which are provided by the Buyer before or after the conclusion of the agreement, remain the Buyer's property, however, belong to any kind of know-how, technical processes and production processes regarding the preparation and production of the items Seller. The seller is also entitled to use any ideas or know-how arising in connection with the production of the items to other customers.

When manufacturing special goods that are manufactured specifically according to the Buyer's wishes, the Buyer must approve the sectional drawing in writing before production can begin.

Buyer is responsible for ensuring that the items produced by Seller can be used for Buyer's use.

Information in drawings and product information from the Seller is only binding to the extent that the Seller expressly refers to this in writing. Seller reserves the right to make changes to all product specifications without notice if this can be done without significant inconvenience to Buyer. Drawings, specifications and the like, which have been handed out by the Seller before or after the conclusion of the agreement, remain the Seller's property and may not be passed on without the Seller's written consent.

7. Delivery and shipping

For deliveries over DKK 20,000, delivery is free at the Buyer's / timber trade's address within all bridged islands in Denmark. All shipments are conditional on the unloading point being accessible by road. The buyer is responsible for immediate unloading, and any waiting time is at the buyer's expense.

Notwithstanding the above, the seller is not responsible for any items that are damaged or lost if delivery takes place via a timber dealer or timber dealer.

8. Delivery time

The delivery time is determined by the Seller at best estimate in accordance with the circumstances that existed at the time the offer was made and / or the conclusion of the agreement.

In cases where delivery time has been agreed, delivery is up to 1 week before or 1 week after the specified delivery time in all respects to be considered timely delivery.

On stocked goods, the delivery time is usually approximately 7 days from order, while the delivery time for specially produced goods is approximately 90 days from order.

Seller must without undue delay notify Buyer of changes in delivery time.

To the extent that a binding and sanctioning delivery deadline has been agreed in writing, the Buyer's any claim for compensation in the event of delay may in no case exceed a maximum of 20% of the price for the delayed products. Buyer may not claim compensation for delay to cover Buyer's operating loss, profit loss, daily fines or other indirect loss.

9. Defects and complaints

There is a 2-year right to make a complaint about all goods, cf. The Purchase Act common provisions to that effect.
Upon delivery, the Buyer must immediately, and no later than within 3 working days of receipt of the goods, make such an examination of the goods sold as proper business use requires.

If the Buyer wants to invoke a defect, the Buyer must immediately and no later than 7 days after the defect is or should have been discovered give the Seller written notice thereof stating what the defect consists of. The notification must contain a description of how the defect manifests itself. If there is reason to believe that the defect may entail a risk of injury, such notice must be given immediately

If the buyer has or should have discovered the defect, and the Buyer does not complain as stated, the buyer can not later claim the defect.

If defects in the Seller's delivery are found in relation to what has been confirmed, the Seller's liability for defects applies for a period of 24 months from the time of delivery.

For parts of the delivery that have been replaced, the Seller assumes the same obligations that apply to the original delivery, including the end of the complaint period from the time of delivery for the original delivery.

The seller's liability for defects has the following extent:

• Within the above-mentioned period, the Seller undertakes to remedy any defects in the delivered goods by crediting the purchase price, or re-delivery of defect-free products of the Seller's choice.

• The Seller's obligation to remedy defects is conditional on the Buyer documenting that the delivered item is defective and documenting that the delivery has been stored, maintained and installed correctly and in accordance with the installation instructions delivered by the Seller.

• Buyer is obligated to ensure that underlying materials such as straws and similar minimums have the same lifespan as the products supplied by Seller.

• Seller's obligations only include re-delivery of new materials. All other costs associated with a defect that has occurred, including transportation, as well as costs of exposing or making available defective parts, replacement and repair of the defective materials and interventions in other building parts are the Seller's responsibility. Buyer also bears all costs for disassembly, return, shipping, or destruction of defective parts and reassembly.

• The seller's liability only covers defects which arise under the conditions stipulated in the agreement and during the correct use of the delivery. Seller's liability does not include defects caused by material provided by Buyer, by constructions prescribed / specified by Buyer, by incorrectly performed preparatory work by Buyer and circumstances occurred after takeover, including defects due to inadequate maintenance or improper handling from Buyer. Buyer's side, repairs that Buyer has performed in an incorrect manner and normal wear and tear and deterioration.

• Seller has no liability for defects beyond the above. This applies to any loss that the defect may cause, including operating losses, lost profits and other financial consequential losses.

• In addition to the above, the Seller does not assume any further responsibility for the delivered products, which is why the Buyer can not cancel the purchase, demand a proportionate rejection or compensation or withhold the purchase price in whole or in part.

• No guarantee is given on purchased goods or services provided.

10. Retention of title

The Seller reserves the right, with the limitations that follow from mandatory legal rules, the ownership of the sold, until the entire purchase price and the costs incurred with the sale of the item, shipping and insurance, which are hold by the Seller on behalf of the Buyer, are paid by the Buyer, or provided the agreed security, and until this has happened, the buyer is not entitled to resell the item for sale or otherwise dispose of the item in a way that is contrary to the Seller's retention of title.

By transforming or processing the item for sale, without it losing its distinctiveness or identity, the retention of title is maintained so that it includes the
converted or processed item for the value the item sold represented without conversion or processing.

When the Buyer has paid or provided agreed security for all amounts due, and the ownership of the item for sale has been transferred to the Buyer, the Seller must, at the request of the Buyer, confirm this.

11. Limitation of Liability

For claims relating to the Seller's fulfillment or non-fulfillment of its obligations, the Buyer is entitled to compensation for direct losses with the following limitations:

The seller's liability is limited to direct damages / losses, and is - regardless of the cause and regardless of the nature of the claim - limited to the amount invoiced for the service that caused the damage / loss or is the cause of or directly related to the claim.

The Seller is in no way liable to the Buyer for lost profits, lost savings or other indirect losses or consequential damages due to the use of the sold or inability to use this, regardless of whether the Seller has been informed of such claims.

12. Force majeure

The Seller is not liable to the Buyer for losses arising from circumstances of an unusual nature and which prevent, hinder or increase the cost of performance of the agreement, if these occur after the offer is made and are beyond the Seller's control, including: Labor disputes (strikes and lockouts), fires, war, insurgency, internal unrest, weather and natural disasters, currency restrictions, public seizure, import or export bans, disruption of public transport, including energy supply, significant price and / or tax increases, currency fluctuations, production and delivery difficulties, delays in deliveries to suppliers or other matters not attributable to Seller.

13. Product liability

The Seller is liable for product liability and / or the Seller is liable in accordance with the provisions of Danish law on product liability, and the Seller can not be held liable on any other basis. Seller's liability is limited to a total of DKK 5,000,000 for all product damages and / or product liability per. calendar year.

Series injuries, meaning damages on various items, but with the same cause of damage is considered as one damage and the Seller's liability for this is limited to a total of DKK 5,000,000 per. year for all product damage and / or product liability per. calendar year.

The Seller is not liable for damage caused by the delivery after the takeover of real estate or movables, which occurs while the delivery is in the Buyer's possession,

Seller is only liable for personal injury if it is proven that the damage is due to error or negligence committed by Seller.

The Buyer shall indemnify the Seller to the extent that the Seller is imposed liability, or claims for damages against third parties for such damage and such loss, for which the Seller, comparative the above, is not liable to the Buyer, or which exceeds the stipulated amount limit.

In no case the Seller is liable for operating losses, profit losses or other indirect losses.

If the Seller is sued by a third party in connection with product liability, the Buyer agrees to be able to be sued during the case or sued by the court or arbitral tribunal that hears the case.

14. Disputes, choice of law and venue

Disputes between the parties that cannot be settled amicably must be decided by the Maritime and Commercial Court, or if the Maritime and Commercial Court does not have substantive jurisdiction to hear the case - at the City Court in Kolding using Danish law. However, Danish private international law referring to foreign law and the International Sales Law (CISG) do not apply.