MOULDFLO’S GENERAL SALES AND DELIVERY TERMS

1.Scope

These Sales and Delivery Terms apply to all quotations, orders, sales, and deliveries from MouldFlo A/S unless otherwise expressly agreed in writing. Any terms and conditions of the Customer that deviate from or supplement these terms shall only apply if expressly accepted in writing by MouldFlo.

2. Product information

All information contained in catalogues, brochures, installation instructions, drawings, technical data or other documentation regarding design, materials, specifications, installation or use of MouldFlo’s products is provided for general information only and may be changed without prior notice. Illustrations, drawings and technical data are approximate and shall not be considered binding unless expressly confirmed in writing by MouldFlo.

Such information shall only be binding to the extent that it is expressly confirmed in writing by MouldFlo.

MouldFlo reserves the right to make minor product specifications, installation instructions or design provided that such changes do not materially affect the agreed performance of the product.

3. Prices and payment

Unless otherwise agreed in writing, all prices are stated in the quotation or order confirmation issued by MouldFlo.

Payment shall be made no later than the due date stated on the invoice. Unless otherwise agreed, invoices are payable net 30 days from the invoice date.

In the event of late payment, MouldFlo shall be entitled to charge interest on the outstanding amount at a rate of 2% per commenced month from the due date until payment has been made in full.

MouldFlo reserves the right at any time, including in the context of an ongoing business relationship, to require prepayment or adequate security for payment prior to delivery.

All prices include standard packaging but exclude freight, insurance, duties, taxes, VAT and other public charges, which shall be borne by the Customer.

MouldFlo reserves the right to adjust prices if the cost of energy, raw materials, labour, transportation or other production costs increases beyond normal market fluctations.

In the event of late payment, MouldFlo shall be entitled to suspend further deliveries until payment has been made in full.

4. Delivery

Unless otherwise agreed in writing, delivery shall be EXW (Ex Works, Incoterms ® 2020) MouldFlo’s facility.

The customer shall bear all costs and risks associated with transportation, insurance, export, import duties and similar expenses.

If MouldFlo becomes aware that delivery will be delayed, the Customer shall be informed without undue delay.

If delivery is delayed by more than 30 days due to circumstances within reasonable control of MouldFlo, the Customer may cancel the affected order as its sole remedy.

5. Delay

Delivery dates are stated according to MouldFlo’s best estimate time of the agreement.

Unless otherwise expressly agreed, a postponement of up to 30 days shall be considered timely delivery and shall not constitute a breach of contract.

If an order includes several products scheduled for delivery at the same time, MouldFlo shall be entitled to deliver the products that are ready for shipment and postpone delivery of the remaining products.

Such partial deliveries shall not entitle the Customer to cancel the agreement, reject the delivered products, or claim damages.

6. Force Majeure

MouldFlo shall not be liable for failure or delay in performing its obligations if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to:

• strikes or labour disputes
• fire, explosion or accidents
• war, terrorism or civil unrest
• government actions or restrictions
• epidemics or pandemics
• shortage of raw materials or components
• delays by subcontractors caused by the above circumstances

In such cases, the delivery time shall be extended for the duration of the force majeure event.

7. Defects

The Customer shall inspect the products upon receipt in accordance with normal commercial practice.

If the Customer wishes to claim a defect, MouldFlo must be notified in writing without undue delay, and the relevant product serial number must be stated.

If a defect is confirmed, MouldFlo shall, at its discretion:

• repair the product
• replace defective parts, or
• deliver a replacement product.

If the defect claim is justified, reasonable freight costs related to returning the product to MouldFlo shall be reimbursed.

This warranty does not cover defects or damage caused by:

• inadequate installation or training
• failure to follow MouldFlo’s instructions or documentation
• improper use or handling
• normal wear and tear
• unauthorized modifications or repairs.

Any claim must be made within:

• 12 months for electrical or mechanical products
• 6 months for all other products

calculated from the invoice date.

8. Warranty

MouldFlo warrants that its products are free from defects in materials and workmanship under normal use and in accordance with MouldFlo’s instructions regarding installation, operation, maintenance, and handling.

The warranty does not apply to defects caused by:

• improper installation or operation
• failure to follow MouldFlo’s instructions
• normal wear and tear
• misuse, negligence, or abnormal operating conditions
• unauthorized modifications
• use of non-approved accessories
• damage caused by transport after delivery
• force majeure events such as fire or flood.

The warranty applies only to the product itself and does not cover indirect losses, loss of profit, or consequential damages. The remedies set out in the defect clause above constitute the Customer’s sole and exclusive remedy for defective products.

9. Product Liability

MouldFlo shall only be liable for product liability to the extent required under applicable mandatory law.

To the extent permitted by law, MouldFlo shall not be liable for damage to products manufactured by the Customer or to products in which MouldFlo’s products are incorporated, nor for damage caused by the Customer’s products.

10. Retention of Title

Title to the products shall remain with MouldFlo until the purchase price, including all costs, interest, and charges, has been paid in full.

11. Limitation of Liability

MouldFlo’s total liability arising out of or in connection with any delivery shall be limited to 50% of the annual purchase value between the parties or EUR 50,000 per incident, whichever is lower. Any claim for liability shall be received by MouldFlo in writing no later than 6 months after invoicing date of the relevant product, or the claim will become void.

Under no circumstances shall MouldFlo be liable for:

• loss of production
• loss of profit
• loss of contracts
• loss of data
• indirect or consequential losses.

The limitation of liability shall apply regardless of the legal basis of the claim, whether in contract, tort, product liability or otherwise.

The Customer shall indemnify and hold MouldFlo harmless against any third-party claims exceeding the above limitation.

12. Governing Law and Disputes

Any dispute arising out of or in connection with these terms shall be finally settled by arbitration in Copenhagen, Denmark, at the Danish Institute of Arbitration, in accordance with its applicable rules.

These terms shall be governed by Danish law.