General Terms and Conditions of Enabled Robotics ApS
Valid from 30/10-2020 

1. Application of the Terms and Conditions  

1.1. Orgalime S 2012 determines the terms and conditions. Ranking above Orgalime S 2012 is the General Terms & Conditions of Enabled Robotics ApS. Written agreements between Enabled Robotics ApS and the buyer will rank above the General Terms & Conditions of Enabled Robotics ApS. Any changes to the General Terms &  Conditions of Enabled Robotics ApS will only be applicable if explicitly accepted by Enabled Robotics ApS in  writing on a formal document issued by Enabled Robotics e.g. an offer, an order confirmation, a distributor  agreement, an OEM agreement etc. An email will not be considered as a formal document in this context. 
 

1.2. All our offers, sales and deliveries shall be based on these terms and conditions of sale and delivery; this also applies in an on-going business relationship, even if these terms and conditions are not expressly referred to in the regular correspondence. The buyer’s terms and conditions of purchase or other, deviating agreements, if any, apply only if confirmed by us in writing. 
 

1.3. We hereby expressly object to any references or counter-confirmations made by the buyer with reference to its terms and conditions of purchase. 

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2. Offer and Formation of Order 

2.1. All our offers are valid for 30 calendar days, unless otherwise specifically stated therein, and are subject to the availability of the offered items, at time of the buyer’s written notice of acceptance unless written notice of  acceptance has already been given. 
 

2.2. The buyer’s purchase order (which is an offer in the legal sense) shall only become legally binding upon us when it is confirmed by us in writing or when we deliver the goods to be supplied. The buyer’s purchase order/offer shall be binding upon the buyer for a period of 14 days. 
 

2.3. Any information about weight, measures, volume, prices or performance that is contained in catalogues, brochures, circulars, advertisements, illustrations and price lists is to be understood as an example only. Such information shall only constitute a contractual quality where this has been expressly agreed upon. In all other cases, the properties which our products must possess pursuant to the order shall be determined solely by our product specifications. 

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3. Scope of the Delivery 

3.1. The scope of our deliveries shall be as specified by us in our confirmation of the order or, if we do not confirm the order, as specified in our offer. 
 

3.2. The buyer shall have full responsibility for the accuracy of the documents, such as drawings, templates, samples and similar records, in case such are provided by the buyer. All information about measures and similar data must be confirmed by us in writing.
 

3.3. We reserve the right to deliver in installments, if full delivery at a confirmed delivery date cannot be honored. 
 

4. Prices 

4.1. Our prices are “ex works”, plus value-added tax (VAT) at the rate applicable from time to time in Denmark. Extra costs for special packaging, transport, insurance, customs duties, product certification for the sales territory, etc. shall be charged. This also applies if part deliveries or express delivery have been agreed upon. 
 

4.2. The prices stated in our offer/confirmation of the order are based on the calculation available at the time the offer is made, or the order is confirmed. If the prices of raw materials, labor or relevant valuta rates change significantly – by at least 10 percent – three months after the order was entered into, we may raise the agreed upon prices by the proportionate additional cost. The buyer shall be so advised if the situation arises. 
 

5. Time of Delivery, Default, Lump-sum Damages 

5.1. The time of delivery shall be the date stipulated in writing in our order confirmation. If the buyer fails to timely  provide the documents to be procured by it, or to perform its obligations under the individual order (e.g.,  payment in advance, compliance with the deadline for approval of the drawing to be approved, etc.), the  delivery date shall be postponed for the period of time which corresponds to the delay. 
 

5.2. The delivery date shall be deemed met if, by the time of its expiry, the goods to be supplied have left our works  or we have made such goods available for delivery and informed the buyer that the goods are ready to be  shipped. 
 

5.3. In case that the buyer suffers damage or losses as a result of a delay, any such damage or losses shall be expressly excluded from our liability for damages. 
 

6. Force Majeure/Delivery by Our Own Suppliers 

6.1. If, upon conclusion of the order, we are prevented from performing our obligation by unforeseeable,  exceptional circumstances – in particular, business disruptions, official sanctions and interventions, delays in  the supply of important raw materials and energy supply problems – that we were unable to prevent even  though we used reasonable care under the circumstances, the delivery date shall be reasonably postponed to  the extent that these circumstances lead to delays. If the above circumstances make delivery impossible, we shall be released from our obligation to deliver. 
 

6.2. In the event of strike or lockout, the delivery date shall be reasonably postponed to the extent that such events lead to delays. If delivery becomes impossible, we shall be released from our obligation to deliver.  6.3. If we prove that we are not timely supplied by our own suppliers even though we have selected our suppliers  with due care and have entered into the required agreements on reasonable terms, the delivery date shall be  postponed for the period of time which corresponds to the delay caused by our being supplied late by our own  suppliers. If it is impossible for our suppliers to provide us with supplies, we shall have the right to rescind the order. 
 

6.4. If the impediment lasts longer than 2 months in the cases set forth in clauses 6.1 to 6.3 above, either party to  the order shall have the right to rescind the parts of the order that have not yet been performed. 
 

7. Payment 

7.1. As long as the buyer is not in default with payments owed for previous deliveries from us and there is no  significant deterioration in the buyer’s financial position that would jeopardize our claim for payment, the  buyer shall have the right to make payment within an agreed number of days, calculated from the date of the  respective invoice. 
 

7.2. If there are outstanding invoices which are payable by the buyer, the buyer’s payments shall be used to always cover the oldest claim due. 
 

7.3. If the buyer defaults on payment, we may charge interest from the relevant date at a monthly rate of 2% above The National Bank of Denmark’s (Danmarks Nationalbank) base rate applicable from time to time. 
 

7.4. If the buyer is in default with payments owed for previous deliveries from us or the buyer’s financial position  deteriorates significantly after the conclusion of the order and such deterioration jeopardizes our claim for  consideration, payment shall be made concurrently with the delivery of the goods to be supplied. The buyer can prevent having to make payment concurrently with the delivery by providing security in an amount equal to the purchase price. By placing a purchase order, the buyer gives a guarantee for its solvency or creditworthiness. If doubts exist in this respect, in particular, if we receive adverse notices from credit insurers, we may rescind the order or demand to receive adequate security or advance payments within 4 working days.  If this 4-day period expires without our request having been complied with, we may rescind the order. In the event of rescission, we shall have the right to claim damages, in particular, damages for the cost of procuring primary material that cannot be used otherwise. In the event of default of payment, we shall have the right to  combine all quantities yet to be supplied in a single delivery and make such delivery contingent upon the buyer  paying all invoices due and making an advance payment on the invoices which remain to be paid. In addition,  we shall have the right to demand immediate payment of all claims outstanding at the time of default of  payment, irrespective of the underlying legal basis, in particular, irrespective of the underlying contractual  relationship, and cancel any agreements on payment in instalments that may exist. We shall have a right of retention with respect to all goods yet to be supplied or services yet to be provided until all our outstanding claims have been settled. 
 

8. Retention of Title 

8.1. All goods supplied shall remain our property until the purchase price has been paid in full. 
 

8.2. The buyer shall have the right to resell the goods which are subject to this retention-of-title clause in the  ordinary course of business; however, the buyer must obtain our consent when pledging or transferring such  goods by way of security. 
 

8.3. If the goods which are subject to this retention-of-title clause are resold together with other goods, whether  without or after being processed, combined or mixed, the above advance assignment shall be limited to an  amount equal to the invoice value of the goods which are subject to this retention-of-title clause and are resold  together with the other goods. 
 

8.4. The buyer shall notify us without undue delay if a third party levies execution against the goods which are  subject to this retention-of-title clause or the claims that have been assigned to us in advance and deliver to us  any documents and records needed to intervene. 
 

8.5. The buyer’s authorization to dispose of the goods which are subject to this retention-of-title clause and collect  the assigned claims shall expire in the event of default of payment by the buyer, notice of protest with respect  to bills and checks and/or financial difficulties on the part of the buyer, in particular, if a petition is filed to  institute composition and/or insolvency proceedings. In such cases, we shall especially have the right to take  possession of the goods which are subject to this retention-of-title clause, and the buyer shall be obligated to  surrender the goods which are subject to this retention-of-title clause to us without us having to first give  notice of rescission of the order. The buyer is obligated to surrender the goods which are subject to this retention-of-title clause to us even if such goods have been combined with other movable items by the buyer and can only be surrendered upon disassembly. If the buyer is a registered merchant, our taking back the goods which are subject to this retention-of-title clause shall only

constitute a rescission of the order if we give express notice of rescission. 

 

8.6. We undertake to release the security to which we are entitled according to the above provisions at our option if so requested by the buyer, to the extent that the value of the security exceeds our claim by 10% or more. 
 

8.7. If and to the extent that any of the preceding provisions is invalid under the applicable ownership laws, a retention-of-title clause that is permitted under the applicable laws shall be deemed agreed upon. If formal  acts, such as the registration of the goods serving as security, are required in order for the retention-of-title  clause to be valid, the buyer must so advise us and assist us in performing said acts in a legally valid manner; if  the buyer violates the above obligations, it must compensate us for any damage or losses suffered as a result of  such violation. 
 

9. Complaints and Rights in Respect of Defects (Warranty) 

9.1. The buyer is obligated to examine the goods supplied by us for defects immediately upon delivery. 
 

9.2. The buyer shall notify us of any complaints about incomplete or incorrect deliveries or about defects that can be identified during the examination according to clause
 

9.1 above without undue delay in writing and return the defective parts concerned to us at our request. Hidden defects that cannot be identified through checks shall be reported to us immediately upon discovery. If complaints or defects are not reported to us in a timely manner, the delivery shall be deemed approved and all claims for incomplete, incorrect or defective delivery shall be excluded. 
 

9.3. The obligation to examine the goods supplied and report defects also applies to any excess or short delivery. 
 

9.4. If the goods supplied contain defects, or if they become defective within the 12-month limitation period for  claims for defects, calculated from the delivery date (maximum 15 months from shipment), we are obligated to  remedy the defects by either making a replacement delivery or, at our option, carrying out repairs.
 

9.5. If we choose to carry out repairs, we shall provide the necessary spare parts at our expense, while the buyer  shall provide working at the buyer’s expense to replace the spare parts, either replace the part with another  part reflecting the current state of the art, or repair the said part. 
 

9.6. We shall bear all costs and expenses for replacement delivery or spare parts delivered to the place of performance agreed upon in the supply order. Any costs which are incurred as a result of the buyer having brought the goods supplied to a different place shall be borne by the buyer. 
 

9.7. If we fail to make a replacement delivery or repair the defect within a reasonable additional period of time set  for this purpose, or if the remediation of the defect fails, the buyer shall have the right to rescind the order or,  at its option, reduce the purchase price. 
 

9.8. The remedies set out in Article 9 shall be the exclusive remedies available to the buyer for defects in the goods supplied. We disclaim and renounce any other warranty, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Neither buyer nor any representative of the buyer is authorized to make any warranties on behalf of us, or to assume for us any other liability in connection with any of our Products, Spare Parts, or services. 
 

9.9. The buyer shall have no rights or claims for defects: 

i. with respect to damage caused by improper handling or excessive use by the buyer or the buyer’s customers. 

ii. if the buyer or the buyers’ customers fail to comply with statutory installation and handling requirements or with installation and handling instructions issued by us, unless the defect is not due to such non-compliance. 

iii. if the goods supplied were manufactured based on the buyer’s specifications, according to drawings provided by the buyer, and the defect of the goods supplied is due to these specifications/drawings. 

iv. if we perform a design task given to us by the buyer and the solution corresponds to the state of the art in science and technology at the time of production. 
 

9.10. If the buyer holds us liable for claims for defects and it is subsequently found that a defect does not exist or  that the reported defect is due to circumstances not covered by our warranty obligation, the buyer must  reimburse us for all costs incurred in this connection. 
 

9.11. The purchase receipt, together with the date of purchase, shall be required as evidence for invoking the warranty. Claims under the warranty must be submitted without delay and latest two months after the warranty default becomes evident. 
 

9.12. Any other claims resulting out of or in connection with the device shall be excluded from this warranty. 
 

10. Other Liability 

10.1. In case of a device defect, we shall not be liable for any indirect, incidental, special, liquidated or consequential damages, including but not limited to, lost profits, loss of use, loss of production or damage to other production equipment. In case of a device exhibiting defects, we shall not cover any consequential damage or loss, such as loss of production or damage to other production equipment 
 

10.2. We shall be liable without limitation for material breaches of contract, in particular with respect to the quality  of the goods, if we have acted willfully or with gross negligence, as well as in cases where the breach of contract  causes damage to health. In all other cases where we commit a material breach of contract, our liability shall  be limited to the damage or losses that could be foreseen from an objective point of view at the time of  conclusion of the contract (order) and in no event shall our liability for any and all claims arising out of or  related to Products, Spare Parts or services, or otherwise relating to a contract (an order), whether in contract,  tort (including negligence), strict product liability or otherwise, exceed an amount equal to the preceding 365  days’ profits from our sales to the buyer. To the extent that the laws to be applied in assessing the validity of these terms and conditions permits a further-reaching limitation of liability or an exemption from liability, such further-reaching limitation or exemption shall be deemed agreed upon. 
 

10.3. Our liability for the violation of non-material contractual obligations, such as the accessory obligation to advise  the buyer, shall be excluded in cases of slight negligence; our liability for willful misconduct and gross  negligence and also our liability in cases where the breach of contract results in damage to health shall  continue to exist. To the extent that the laws to be applied in assessing the validity of these terms and conditions permit a further-reaching limitation of liability or an exemption from liability, such further-reaching limitation or exemption shall be deemed agreed upon. 
 

10.4. We shall cooperate with the buyer on all measures that serve the purpose of preventing risks for the users of the products or of anticipating official measures by the market regulatory authorities (measures to correct market developments). The assessment by the market regulatory authorities shall be decisive for this purpose.  Measures involving costs shall require our prior consent, as a general rule. Costs shall be reimbursed only as provided in clause 10.2 above and if and to the extent that a reimbursement of costs is provided for by law. 
 

10.5. This limitation of liability does not apply in the event of willful misconduct or gross negligence. 
 

11. Infringement of Third-party Copyrights and Industrial Property Rights, Export Control, Confidentiality 

11.1. The supply of goods and the provision of services by us shall be subject to there being no obstacles to  performance resulting from national or international export control provisions (in particular, embargos or other  sanctions). The buyer undertakes to provide us with all information and documentation needed to export the goods or move them to another place. If export inspections or approval procedures cause delays, the deadlines and delivery periods shall be suspended. If required approvals are not granted or the supply of goods or the provision of services is not capable of being approved, the order shall be deemed not entered into with respect to the parts concerned. We shall have the right to terminate/cancel the order without notice if such termination/cancelation is necessary for us to comply with national and international law. In the event of a termination, the buyer shall have no right to claim damages or assert other rights due to the termination. If passing the goods that have been supplied by us on to third parties, whether in the same or in another country, the buyer must comply with the respective applicable provisions of national and international export law. 
 

12. Delivery place and transfer of Risk 

12.1. The place of delivery shall be ex work Enabled Robotics ApS, 5220 Odense SØ, Denmark. 
 

12.2. The risk of accidental loss or destruction or accidental deterioration of the goods to be supplied shall pass to the buyer when the goods are handed over to the forwarding agent, carrier or person in charge of carrying out the shipment. This also applies if the goods are shipped from a place other than the place of delivery and/or if we bear the freight costs. 
 

12.3. If the goods are ready to be shipped and the shipment is delayed for reasons for which the buyer is responsible, the risk shall pass to the buyer upon receipt of the notice of readiness for shipment.  12.4. We will take such actions, at the buyer’s expense, as are necessary or reasonably requested by the buyer to clear the shipment for export from Denmark. 
 

13. Governing Law, Place of Jurisdiction, Written Form, and Severability 

13.1. These terms and conditions of sale and delivery and all legal relations between the buyer and us resulting from  the order and shall be governed by, and construed in accordance with, the laws in Denmark, without regard to  the United Nations Convention on Contracts for the International Sale of Goods (CISG). 
 

13.2. The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be The District Court of Odense (Retten i Odense), Denmark. 
 

13.3. All subsidiary agreements, reservations, changes and additions shall only be valid if confirmed by us in writing. 
 

13.4. Should any provisions of these terms and conditions of sale and delivery or of other agreements relating to the supply contract (order) be or become invalid, this shall not affect the validity of the remaining provisions or agreements.