Terms and Conditions

1. Scope

1.1 These General Terms of Sale and Delivery (hereinafter referred to as the “Terms”) shall apply to any de livery made by Ansuz Acoustics ApS (hereinafter referred to as the “Seller”), to its customers (hereinafter referred to as the “Customer”) of its products, including services incidental thereto (hereinafter referred to as the “Goods”), thereby superseding any prior agreements, understandings and/or practices be tween the Seller and the Customer.

1.2 The Terms shall apply to the exclusion of the Customer’s terms and conditions of purchase.

1.3 Any deviations, additions, modifications or limitations to the Terms shall apply only to the extent expressly stipulated or approved by the Seller in writing.

2. Formation of the Contract

2.1 An agreement between the Seller and the Customer for the sale and delivery of the Goods (hereinafter referred to as the “Contract”) shall be formed when the Seller has con firmed such in writing subject to these Terms.

2.2 In the event that the Seller´s confirmation of order to the Customer does not conform to the Customer’s purchase offer or order, the Customer shall without undue delay object in writing to such non conformity. In the event that the Customer does not so object, the Contract shall be regarded as entered into on the Seller’s terms, including these Terms.

2.3 Unless otherwise expressly stipulated by the Seller in writing, any written offer or quotation provided by the Seller to the Customer shall be open for acceptance for a period of 14 (fourteen) days from the date of such offer or quotation, after which the Seller shall no longer be bound by such offer or quotation. Any offer or quotation provided by the Seller is subject to availability.

2.4 No Contract may be terminated or cancelled by the Customer except with the Seller’s approval in writing and the Seller shall be entitled to indemnification from the Customer from all costs and losses sustained or incurred by the Seller as a result of the termination or cancellation.

3. Prices

3.1 The price of the Goods shall be the price quoted by the Seller to the Customer. Unless otherwise stated by the Seller in writing, all prices quoted are net prices for delivery EXW, INCOTERMS 2020 excluding taxes, duties and any insurance etc. Further, packaging shall be paid for by the Customer and cannot be re turned.

4. Delivery

4.1 Unless otherwise set out in the Contract and/or otherwise con firmed by the Seller in writing, de livery of the Goods is to be made according to EXW, INCOTERMS 2020.

4.2 The risk of damage to or loss of the Goods shall pass to the Customer at the time of delivery of the Goods, according to section 4.1 above, or if the Customer fails to take delivery of the Goods at the time when the Seller has tendered delivery of the Goods.

4.3 In case of a delay in the Seller´s delivery of the Goods, the Seller undertakes to notify the Customer thereof without undue delay. Regardless of the cause of delay, the Seller is not liable for any losses or damages suffered or incurred by the Customer due to a delay in delivery not exceeding 45 (forty five) days. In case of a delay of more than 45 (forty five) days attributable to the Seller, the Customer may by writ ten notification require delivery within a reasonable final period that shall not be less than one week. Should the Seller not deliver within such final period, and this is due to failure or negligence of the Seller, the Customer is entitled to cancel the Contract.

4.4 The Customer has no other right of remedy in the event of a delay on non delivery of the Goods, howsoever caused.

4.5 In the event that the Customer fails timely to take delivery of the Goods or fails timely to give instructions to the Seller for the shipment of the Goods, if applicable, the Seller may, at its discretion, elect either to ex tend the date of delivery or shipment of the Goods and store the Goods at the Customer´s risk and account, or to cancel the Contract and submit a claim for damages for non performance of the Contract, in either case without prejudice to any other right or remedy available to the Seller.

4.6 At all events, storage of the Goods in accordance with section 4.5 entitles the Seller to invoice the Customer of 70 Euro per item per month. Alternatively, the Seller is entitled to invoice the Buyer for the actual storage costs.

4.7 If the order involves successive deliveries, each partial delivery of the Goods is to be regarded as a separate and independent Contract.

5. Defects and inspection

5.1 The Goods shall at the time of delivery conform to the product specifications set out by the Seller in the Contract. Unless confirmed by the Seller in writing the Seller is not liable for the conformity of the Goods with any other specifications or requirements.

5.2 Immediately – and at the latest 5 (five) days – upon receipt of the Goods the Customer shall carry out a thorough inspection of the Goods to ascertain that the Goods are not defective and conform in terms of both quantity and quality to those agreed upon.

5.3 The Customer shall only be entitled to submit a claim for any shortage within 3 (three) days of the above inspection. Claims in respect of quality defects shall be submitted within 3 (three) days of the above inspection or – if the defect could not be detected during such inspection – no later than 12 (twelve) months after the Customer’s sale to its end customer/user.

5.4 In case the Customer is a re seller of the Goods, the Customer shall handle all defects with its customers. Once a defect has been reported by its customers, the Customer shall report the defect without un due delay to the Seller.

5.5 If the Customer fails to inspect the Goods and/or to provide notice to the Seller within the said deadlines, the Customer’s right of remedy will be forfeited.

6. Indemnification and liability

6.1 Any product specifications, warranties or representations made by the Seller in respect of the Goods shall be subject to the Customer’s correct, sufficient and customary assembly, storage, maintenance, use and repair of the Goods.

6.2 The Seller shall at all times be entitled to modify or amend the production process, raw materials and ingredients, packaging and/or labelling of the Goods without incurring liability towards the Customer, provided the Goods continue to satisfy the specifications set out in the Contract.

6.3 If the Goods are non conform at the time of delivery and the Customer can prove that the Seller is liable for such non conformity then the Customer may, subject to its duties of examination and notice set out in section 5, raise a complaint. Up on receipt of a complaint the Seller may, at its discretion, chose to remedy such non conformity by re placement delivery, offer a proportionate reduction in the price, or take back the Goods and issue a credit note. The Customer is aware and accepts that it shall insure all products to be returned to the Seller. The Customer shall have the risk for the Goods during these re turns.

6.4 If the Seller fails to fulfil his obligations under section 6.3 within a reasonable time, the Customer may by a written notice – of minimum 30 (thirty) days – require him to do so within a final time. If the Seller fails to fulfil his obligations within that time line, the Customer may terminate the Contract by written notice to the Seller. In case of termination, the Customer shall be entitled to compensation for the Customer’s provable loss. This compensation shall, however, not exceed 15 % of the agreed price.

6.5 The Customer is not entitled to any further remedies in the event of any non conformity of the Goods.

6.6 THE SELLER SHALL NEVER BE LIABLE FOR ANY OPERATING LOSS, LOSS OF ORDERS, LOSS OF INCOME, LOSS OF TIME, LOSS OF PROFIT, LOSS OF SUB SIDIES, LOSS OF GOODWILL OR FOR ANY SPECIAL, INDIRECT OR CONSE QUENTIAL LOSSES OR DAMAGES WHATSOEVER, HOWSOEVER CAUSED.

7. Payment

7.1 Unless otherwise agreed, the terms of payment shall be net cash at the latest three days after receipt of order confirmation.

7.2 The Customer is not entitled to make any deduction, set off or counterclaim in the sums due to the Seller unless accepted in writing by the Seller.

7.3 If the Seller elects to cancel the Contract under this section 7 it is entitled to sell the designated Goods to third party for the Customer’s account and risk and/or to claim damages for any costs and losses suffered or incurred by the Seller as a result of the cancellation. The compensation shall not exceed the agreed price.

7.4 The title in the Goods shall pass to the Customer only when payment of all sums due has been made in full. Accordingly, the Seller is entitled to take back any Goods delivered in case of the Customer’s non payment, in part or in full.

8. Product liability

8.1 The Seller is only liable for physical injury and/or damages to or loss of property caused by the Goods if and to the extent it is proven that such injury or damage is attributable to the Seller or such liability follows from mandatory law.

8.2 THE SELLER SHALL NEVER BE LIABLE FOR ANY OPERATING LOSS, LOSS OF ORDERS, LOSS OF INCOME, LOSS OF TIME, LOSS OF PROFIT, LOSS OF SUB SIDIES, LOSS OF GOODWILL OR FOR ANY SPECIAL, INDIRECT OR CONSE QUENTIAL LOSSES OR DAMAGES WHATSOEVER, HOWSOEVER CAUSED.

8.3 The Customer agrees to hold harm less and indemnify the Seller against and from all costs, losses, li abilities, damages and expenses arising out of resulting from the death of or injury to any person or for any damage to or loss of proper ty due to the acts or omissions of the Customer. The Customer under takes to take out adequate product liability insurance covering any such product liability. The Customer also agrees to be a party before the same court of law/arbitration tribunal as the Seller in the event of a dispute regarding product liability caused by the Goods.

8.4 In the event of a recall of the Goods initiated by the Seller or a competent public authority the Customer shall take all necessary steps and conduct all activities as required by the Seller, which may include, without limitation, to stop delivery of the Goods and to recall the Goods from warehouses, distributors, agents and retailers. The Customer acknowledges that the Seller shall control any recall proceedings and the Customer shall follow the instructions provided by the Seller and shall not make public any recall of the Goods unless authorised by the Seller in writing or required under mandatory laws.

9. Intellectual property rights

9.1 Any and all intellectual property rights or other proprietary rights in and to the Goods, or related to the Goods, including but not limited to their formula, composition, technical specifications, design, packaging, labelling and know how, and any modifications, additions or developments thereto, as well as the trademarks, brand names or trade names under which the Goods are marketed and sold shall remain the sole and exclusive property of the Seller and the Customer shall not acquire any right, title or interest therein or thereto.

9.2 If the Customer takes steps to harm or prejudice the enforceability or validity of such proprietary rights the Seller is entitled to cancel the Contract without incurring any liability towards the Customer.

10. Miscellaneous

10.1 The Customer shall hold in confidence and not disclose to any third party any non public technical, commercial or financial information provided by the Seller to the Customer and the Customer shall not use such information for any other purpose than the performance of the Contract. In specific, the Customer shall not be entitled to use such information for its own benefit or the benefit of third party.

10.2 Force majeure clause: The Seller is not liable for a failure to perform any of its contractual obligations, or deemed in breach thereof, if the Seller can substantiate that the failure is due to an impediment be yond the Seller´s reasonable control, such as, but not limited to, war, warlike events, strikes, lock outs, labour disputes, interruptions of operations, fire, natural disasters, bans on exports or imports, embargoes, delayed or defective deliveries of materials from sub suppliers, production standstills, shortages of energy or transport facilities or in case of pandemics or the like. Furthermore, such event postpones the Seller’s performance under the Contract for such period as is reasonable, thereby excluding the Customer’s right, if any, to terminate the Contract.

10.3 No failure by the Seller to insist on the timely or full performance by the Customer of its obligations un der the Contract shall be considered a waiver by the Seller of its rights under the Contract or these Terms, now or in the future.

11. Choice of law and jurisdiction

11.1 The validity, performance and/or construction of the Contract including these Terms shall be governed by Danish law.

11.2 Any dispute arising out of or in connection with an offer, quotation or order confirmation issued by the Seller, or the sale and delivery of Goods shall be settled in accordance with Danish law without regard to any principles of private international law specifying any other choice of law, and shall be settled before the Court of Aalborg (“Retten i Aalborg”). 11.3 Notwithstanding section

11.2 above, the Seller shall at all times be entitled to initiate legal proceedings against the Customer in the country where the Customer is domiciled.