1. Conclusion of agreements

1.1 The terms and conditions in this document apply to all agreements and orders executed by Teamtronic A/S, CVR no. 32773648 (hereinafter referred to as "the Supplier"). If the terms and conditions have been sent to the customer once, they apply to all future tasks performed by the Supplier, regardless of whether or not the customer receives a copy of the terms and conditions in connection with subsequent tasks.

1.2 Offers and guarantees made prior to the dispatch of an order confirmation are only binding if they are included in the order confirmation or if the order confirmation refers to the offer and/or guarantee. The parties must themselves ensure that copies of order confirmations and offers etc. are saved.

1.3 Unless otherwise stated in an offer, the offer is valid for 3 months from the date of the offer. Thereafter, the offer is cancelled.

2. prices

2.1 Unless otherwise stated in the offer or order confirmation, all prices are stated exclusive of VAT and without freight costs etc. The Supplier is entitled to adjust the offer price in accordance with AB 18 § 35.

2.2 Orders with a total amount of less than DKK 1,000 excluding VAT are subject to a handling fee of DKK 200 excluding VAT.

2.3 The Supplier shall not be bound by an offer if it contains obvious errors. The Supplier is also entitled to adjust the price under a fixed-price agreement if this is due to significant increases in third-party produced components and semi-finished products and if the price increases could not have been foreseen before entering into the agreement with the Customer.

3. Payment

3.1 Unless otherwise stated in the parties' contractual basis (quotation and order confirmation etc.), the Customer must pay the Supplier's invoices within 30 days of the invoice date. In case of late payment, the Supplier is entitled to charge default interest at a rate of 2.00 % per month or part thereof.

3.2 The Customer is not entitled to withhold amounts for any counterclaims not recognised by the Supplier at the time of payment.

4. Delivery

4.1 Delivery shall take place at the time and place stated in Supplier's offer and/or order confirmation. The Supplier cannot be held liable for any loss caused by a delivery being delayed.

4.2 The risk of accidental loss and theft of the delivered goods shall pass to the customer at the time of delivery, unless otherwise agreed.

5 Complaints and warranty

5.1 Immediately after the Supplier's notification of completion of an assignment and/or upon receipt of goods, the customer must carry out a thorough inspection of the services/goods delivered, including quality and quantities and any damage. The Supplier is not liable for defects if a complaint is made later than 10 calendar days after notification of completion / receipt of goods. This does not apply to defects that could not be detected at the time of delivery/notification of completion.

5.2 Any complaint about defects must be made in writing to the Supplier before the deadline stated in clause 5.1, otherwise the Supplier is entitled to reject defects. For defects that could not be detected at the time of delivery/notification of completion, the Customer must complain immediately after the Customer has become aware/should have become aware of the defects. With the exception of the provisions below, no complaint can be made about defects that are discovered later than two years after the time of delivery/notification of completion.

5.3 The Supplier provides a 2-year warranty on the luminaires including accompanying spare parts, but excluding labour services. The warranty does not cover damage caused by external mechanical or electrical influences.

5.4 For loose LED components and LED lamps, the Supplier provides a 5-year warranty on the LEDs and a 5-year warranty on the electronics, excluding labour. The warranty does not cover damage caused by external mechanical, electrical influences or incorrect use of the soldering profile and control of the LED according to data sheet specifications.

5.5 For goods and components other than those listed in clauses 5.3 and 5.4, the Supplier provides a 2-year warranty, excluding labour. The warranty does not cover damage caused by external mechanical, electrical influences or incorrect use of soldering profile and control according to data sheet specifications.

6. returned goods

6.1 The Supplier will accept returns of generic goods (standard goods) if they are undamaged and in original packaging. Generic goods (standard goods) will be credited with half of the invoiced price if they are undamaged and in original packaging.

6.2 The Supplier does not accept returns of customised goods unless otherwise agreed.

7. Indemnification and limitation of liability

7.1 The Supplier cannot be held liable for any direct or indirect loss related to delays or defects in the Supplier's services and goods. In case of defects, the Customer can only claim repair/replacement of the defective goods. Thus, the Customer cannot claim compensation for the cost of liquidated damages or daily penalty, extra payments to general or specialised contractors, loss of income, loss of sales, loss of image or goodwill, labour costs incurred in vain, expenses for experts or any other type of loss.

7.2 In the event of defects for which the Supplier is liable, the Supplier is entitled, at its own discretion, to remedy the defects or make a replacement delivery. In connection with ongoing rectification, the Customer is obliged to transport the defective goods to the Supplier or a workshop designated by the Supplier on request.

7.3 Remedy will be carried out within normal working hours on weekdays. If the Customer wishes the remediation to be carried out at other times, the Customer is obliged to pay the Supplier the difference between the normal hourly rate and the hourly rate for work performed outside normal working hours.

8 Product liability

8.1 The Supplier is liable for any damage caused by the delivered goods in accordance with the provisions of the Danish Product Liability Act. However, liability for damage to property and personal injury is limited and can never exceed the maximum cover under the Supplier's product liability insurance. A copy of the insurance policy will be provided to the customer if the customer so requests. If damage to property or persons is caused by third-party products or third-party components, the Supplier cannot be held liable, which is why such claims must be made directly against the third party causing the damage.

8.2 The Supplier is not liable for property damage, operating losses, loss of goodwill, loss of profit or other indirect losses to the Customer or its customers.

8.3 If the Supplier is held liable for product liability towards a third party, the customer is obliged to indemnify the Supplier to the same extent as the Supplier's liability is limited in accordance with these provisions. The Customer is furthermore obliged to be summoned to appear before the same court that handles any claim for damages raised against the Supplier.

8.4 However, the provisions of this clause 7 do not apply to the extent prevented by the Danish Product Liability Act.

9. Choice of law and jurisdiction

9.1 Any dispute between the parties and their estates, if any, shall be settled by the ordinary Danish courts with the Court of Odense as first instance.

9.2 Danish law shall apply. The conflict of laws rules in Danish private international law do not apply.