Terms & ConditionS of Sales

1.1 – All national and international sales of products or services by any company in the Hove Group (in the following “Hove”) are done according to the General Terms and Conditions of Sales in this document, unless otherwise explicitly agreed upon in writing by Hove. Consequently, Hove does not accept to be bound by a customer’s general terms and conditions of sales forwarded to Hove alongside with purchase orders or otherwise. These General Terms and Conditions of Sales also serves as notice of Hove’s objection to and express rejection of any terms and conditions of purchase included in customer’s order or other writing that are different from or additional to these General Terms and Conditions of Sales.

1.2 – The General Terms and Conditions of Sales shall have precedence to any contradictory agreement between Hove and the customer, unless explicitly agreed upon in writing. None of any past practice, industry standards, course-of-dealing or usage of trade shall constitute a modification of any term or condition contained herein, nor shall same add any term not contained herein.

2 ORDER AND ORDER CONFIRMATION

2.1 – A customer’s order requires acceptance in the form of a written order confirmation from Hove. The order confirmation shall be deemed made incorporating these General Terms and Conditions of Sales even without these General Terms and Conditions of Sales being referred to or attached to such order confirmation.

3 PRICES AND TERMS OF PAYMENT

3.1 – Prices indicated in offers, order confirmations, catalogues and current price lists are current prices “Ex Works”, cf. Incoterms 2010, exclusive VAT and other applicable taxes, and exclusive of packaging material, which will be invoiced separately. Currency is indicated in the relevant offer, order confirmation, catalogue and price list.

3.2 – Hove reserves the right to change the prices with 30 days written notice due to changes in raw material, wages, rates of exchange, taxes, duties or the like.

3.3 – The payment terms are 14 days net unless otherwise stated in the order confirmation. Payment must take place to the announced bank account of Hove. No cash payments are accepted.

3.4 – In the event of a breach of credit terms Hove reserves the right to:

3.4.1 – charge an interest up to the maximum allowable by law in the relevant jurisdiction. Basis of the calculation is the invoice amount added any accumulated interest and calculated from the date of invoice, and/or

3.4.2 – charge a reminder fee up to the maximum allowable by law in the relevant jurisdiction, and/or

3.4.3 – pursue debt collection actions including arbitration or litigation and Hove shall be entitled to recover from the customer all arbitral or court costs and reasonable attorney’s fees arising from the arbitration or litigation or collection action, and/or

3.4.4 – withhold all other deliveries and/or part deliveries ordered but not effected at the time in question until the customer has paid all outstanding amounts including interest and costs, and/or

3.4.5 – cancel any orders not affected, but still outstanding.

3.5 – The customer shall not be entitled to set off against any invoices any claims, which the customer may have against Hove.

4 PACKAGING

4.1 – Packaging will be according to Hove standards, unless otherwise agreed to in writing with the customer, in which case Hove will pack the products in accordance with the packaging instructions issued by the customer.

5 DELIVERY

5.1 – Products are delivered “Ex. Works”, cf. 3.1. Accordingly, Hove can arrange for transport of the products on market terms on behalf of the customer. The total transportation costs will in such case be invoiced to the customer. Transport insurance shall only be taken out at the customer’s written request and at the customer’s expense.

5.2 – The time of delivery is separately agreed upon for each individual order and shall be stated by Hove on the order confirmation.

5.3 – Hove reserves the right to alter the delivery dates, where such alteration is based on circumstances, which Hove could not reasonably have foreseen at the time of issuing the order confirmation. In such case Hove is obliged to inform the customer, without any reasonable delay, of the reason for the alteration and of the new estimated date of delivery. Partial shipments may be affected. In any case the delivery date stated in the offer or in the order confirmation shall be approximate.

5.4 – It is the customer’s sole responsibility to pay for and to obtain any governmental or other licenses, certificates or documentation as may be required.

6 RETENTION OF TITLE AND SECURITY INTEREST

6.1 – To the extent title of retention is valid under the applicable law, Hove retains title and full property to the products until payment of the purchase price including interest, if payable, has been made in full. The customer shall, at the request of Hove, assist Hove in taking any measures necessary to protect Hove’ title to the products in the country concerned. The retention of title shall not affect the passing of risk under clause 5.1.

6.2 – For sales to customers in the US the following shall apply: Until all amounts due have been paid in full, customer hereby grants Hove a security interest in the products sold and Hove shall have all rights of a secured party under the applicable State’s Uniform Commercial Code provisions including, without limitation, the right to take possession of the products without legal process and the right to require customer to assemble the products and make them available to Hove at a place reasonably convenient to both parties. Customer hereby appoints Hove its agent, to take all such action and to execute and file all such documents and instruments (including, but not limited to, UCC-1 financing statements) as may be necessary or reasonably requested by Hove to perfect and continue Hove’s security interest hereunder.

7 CLAIMS AND LIMITATION OF LIABILITY

7.1 – The customer is obliged to examine and sign for the products upon receipt. Transportation damages must be noted on the transportation papers. Claims for non-delivery or shortages or transportation damages must be made promptly to Hove on receipt of products.

7.2 – Hove does not grant warranty for products sold. Furthermore, Hove hereby expressly disclaims any implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.

7.3 – In case of lack of conformity of the products to Hove’s standard specifications the customer must give notice to Hove within a reasonable time after the non-conformance has been discovered or ought to have been discovered, but no later than two years after the date of delivery.

7.4 – The customer is not entitled to return products without prior written approval of Hove. The customer pays for freight both ways.

7.5 – Where products on inspection are found not to be defective, Hove may charge for conducted inspection and handling. Furthermore, claiming an alleged defect does not relieve customer of any of its payment obligation to Hove.

7.6 – If Hove has been duly informed under clause 7.3 and it has been proven that the products were non-conforming to Hove’s specifications at delivery, Hove shall in its sole discretion have the option to elect – without any further liability, including but not limited to the return or reduction of purchase price – to repair or renew defective parts or to replace the delivered products with a new delivery. Hove shall not cover the costs, if the customer purchases a replacement item from an alternative source.

7.7 – Hove is not liable for any defect due to misuse, alteration, modification, repair, misfitting or any defect occurring after delivery. The customer shall prove that the maintenance and operating procedures, recommended at any time by Hove in the relevant data sheet for the products, has been complied with.

7.8 – Hove shall not be liable for, and therefore expressly disclaims, any remedy, damages or compensation for trading loss, operating loss, loss of profits and similar financial consequential losses or indirect losses, including claims from third parties. Consequently, CISG Art. 74, cf. Art. 45 is deviated from.

7.9 – To the fullest extent permitted by law, the customer agrees to limit Hove’ liability for any and all claims, losses, costs and damages of any nature whatsoever, so that the that the total aggregate liability of Hove shall not exceed the total purchase sum paid by the customer for the relevant products or services.

7.10 – Any claim must be put forward to Hove by e-mail to the following address: hove@hove-as.dk.

8 PRODUCT REQUIREMENTS, INTERNATIONAL MARKETING AND SYMBOLS

8.1 – Where any public authority imposes requirements on the product, the customer shall immediately inform Hove of these requirements. Application for any authorities for approval of production permits, registration numbers for the product and any other matters shall be the customer’s sole responsibility and liability. Any additional costs in connection with the production and delivery of the products as well as any other matters concerning the fulfillment of public requirements and provisions shall be payable by the customer.

8.2 – It is the sole responsibility and liability of the customer to ensure that all markings and symbols on the product comply with any laws and regulations in the customer’s jurisdiction.

9 PRODUCT LIABILITY

9.1 – Hove shall be liable for any damage due to product liability according to the general rules of Danish law which is based on EU Directive 85/374.

9.2 – Notwithstanding 9.1 the following specific limitations shall apply:

9.2.1 – Hove shall not be liable for any damage to property caused by the product after it has been delivered and whilst it is in the possession of the customer. Nor shall Hove be liable for any damage to products manufactured by the customer, or to products of which the customer’s products form part.

9.2.2 – If Hove incurs liability towards any third party for such damage to property as described in 9.2.1, the customer shall indemnify, defend and hold Hove harmless.

9.2.3 – Hove shall not be liable for, and therefore expressly disclaims, any remedy, damages or compensation for trading loss, operating loss, loss of profits and similar financial consequential losses or indirect losses, including claims from third parties.

9.3 – The limitations in 9.2 shall not apply where Hove has been guilty of gross negligence.

9.4 – Hove shall enter into and maintain adequate product liability insurance.

10 INTELLECTUAL PROPERTY RIGHTS

10.1 – All intellectual property rights in relation to the products and accompanying materials – including but not limited to any design, patent, trademark, name or copyright, and including the name and logo of Hove – belong to Hove, and the customer shall not be authorized to exploit or otherwise use such intellectual property rights unless approved in writing on beforehand by Hove.

11 FORCE MAJEURE

11.1 – Hove cannot be held liable for shortages, lack or delays in delivery caused by war, terrorism, riots, civil unrest, governmental intervention or intervention by another public authority, fire, machine damage, strike, lockout, export and/or import restrictions, shortage of labor, fuel or any other reason out of the control of Hove and which causes delay or prevents production or delivery of the products ordered.

12 MISCELLANEOUS

12.1 – Should any of the provisions of these General Terms and Conditions of Sales become invalid, this shall not affect the validity of the remaining provisions. Instead of the provision that is or has become null, void or illegal, a valid provision shall be deemed as agreed upon which comes closest to what the parties originally intended.

13 APPLICABLE LAW AND VENUE

13.1 – These General Terms and Conditions of Sales shall be interpreted in accordance with and governed by CISG. Any and all disputes relating to or arising in connection with these General Terms and Conditions for Sales which cannot be resolved in accordance with CISG shall be resolved in accordance with Danish law.

13.2 – Any dispute arising out of or in connection with These General Terms and Conditions of Sales, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Copenhagen, Denmark. The language of the arbitration shall be English. The arbitrator(s) shall provide a written opinion of their factual findings and legal rationale.