General terms and conditions of sale and delivery for C-88 AS

1. Application and validity.

1.1 All products from C-88 AS shall be supplied and delivered in accordance with the terms and conditions of sale and delivery set out below unless they have been derogated from by prior express agreement in writing.

1.2 Any specification by the purchaser of special or general terms and conditions in the tender documents, orders, terms and conditions of purchase, etc. shall not be deemed to be a derogation from the terms and conditions set out below unless C-88 AS has accepted this in writing, in which case this shall only apply to terms and conditions which have been expressly derogated from.

2. Offers/orders.

2.1 Any agreement between the purchaser and C-88 AS shall not be deemed to have been made until C-88 AS has submitted an order confirmation.

2.2 Any objections made by the purchaser to the contents of the order confirmation shall be made in writing and have reached C-88 AS not later than eight weekdays after the date of the order confirmation.

3. Price reservations.

3.1 The prices quoted are based on the currency stated in the order confirmation and settled at the current rate fixed by the Danish Central Customs and Tax Administration on a monthly basis as well as on the rates of tax and duty ruling on the date of the order confirmation. C-88 AS reserves the right to adjust prices in the event of changes in the mentioned factors. The prices quoted are exclusive of VAT applicable at any time.

4. Delivery.

4.1 Unless otherwise stated in C-88 AS’s order confirmation, the time of delivery shall be reckoned from the date of the order confirmation. C-88 AS may postpone a confirmed time of delivery if the purchaser fails to comply with the agreed credit and payment terms. This shall also apply where the purchaser fails to perform his obligations under previous supplies.

4.2 C-88 AS takes no responsibility for delays etc. which are due to circumstances caused by suppliers, conveyers etc. who C-88 AS has no influence on.

4.3 If delay occurs due to circumstances that are beyond the influence of C-88 AS, C-88 AS will inform the customer of the cause of the delay and when delivery of the goods can be expected. The customer can not exercise any breach of contract right against C-88 AS because of delays that are beyond C-88 AS’ field of responsibility. Delivery is subject to Incoterms 2000 EXW C-88 AS, 2970 Hørsholm, Denmark. Delivery is deemed to have taken place when the goods have been shipped from C-88 AS’s warehouse in Denmark. Shipment takes place at the request of C-88 AS, but at the purchaser’s expense and risk.

4.4 The time of delivery stated on the order confirmation is only approximate. If C-88 AS fails to observe the time of delivery, and where the cause hereof is not an event mentioned under clause 4.2, the purchaser shall, after expiry of the time limit, be entitled to demand delivery by written notice to C-88 AS and to fix a final, reasonable time limit for delivery (at least 7 days), thereby indicating that the purchaser intends to cancel the agreement with respect to the delayed part of the delivery if delivery is not made within such time limit. If delivery has not been made within the time limit fixed, the purchaser shall be entitled to cancel the agreement by written notice to C-88 AS with respect to the delayed part of the delivery. When disregarding the access to cancellation, the purchaser cannot exercise any breach of contract right against C-88 AS, and C-88 AS shall therefore not be liable for any loss of production, loss of profit or any other loss.

5. Ownership reservations

5.1 C-88 AS reserves ownership of any supply until payment has been made

6. Cancellation.

6.1 Cancellation shall not be accepted except if special agreement exists. Where cancellation can be accepted, a fee of 20 per cent of the outstanding order shall be charged.

7. Returns.

7.1 Any returns shall be subject to prior agreement in writing and shall be in ESD-protected packaging according to the latest revision of IEC61340-5-1.

8. Duty of inspection.

8.1 The purchaser shall within eight days after receipt of a supply carry out the necessary inspection to discover any defects. The purchaser’s duty of inspection shall also cover the technical properties of the product.

9. Complaint.

9.1 The purchaser shall without delay give C-88 AS direct notice of any defect after such defect has been discovered or ought to have been discovered. This shall also apply to complaints about quantity differences. Such notice shall contain a specification of the defect.

9.2 In the event of a complaint, the purchaser shall not be entitled to deal with the supplied products nor return them to C-88 AS without C-88 AS’s permission in writing. If the purchaser has complained about the products and it turns out that there is no defect for which C-88 AS is responsible, C-88 AS shall be entitled to compensation for the work and the costs that the complaint has caused C-88 AS.

9.3 Any complaint about information given in invoices shall be submitted in writing within eight days after receipt of the invoice. Otherwise, the purchaser shall be left without a remedy in relation to C-88 AS.

10. Product liability.

10.1 The purchaser shall indemnify and hold C-88 AS harmless to the extent that C-88 AS incurs liability towards any third party in respect of any damage or loss for which C-88 AS is not liable towards the purchaser according to the second and third paragraphs of this clause. C-88 AS shall not be liable for any damage caused by the goods, a) to any (immovable or movable) property where such damage occurs while the goods are in the purchaser’s possession, or b) to products manufactured by the purchaser or to products of which the purchaser’s products form part, nor for any damage to immovable or movable property where such damage is caused by these products because of properties in the goods. C-88 AS shall under no circumstances be liable for loss of production, loss of profit or any other consequential economic loss. The above limitations in C-88 AS’s liability shall not apply where C-88 AS has been guilty of gross negligence. If a claim for loss or damage as described in this clause is raised by a third party against either party to the contract, the latter shall forthwith notify the other party thereof. C-88 AS and the purchaser shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal which examines claims against either of them, where the claim is based on any damage or loss allegedly caused by the goods. The liability as between C-88 AS and the purchaser shall, however, always be settled by the venue in accordance with clause 15.

11. Terms of payment.

11.1 Unless otherwise agreed in writing, payment shall be made eight days net from the date of invoice. If payment is not made on the due date, C-88 AS will charge interest at 1.5% per month or any part thereof.

11.2 The purchaser shall not be entitled to withhold any part of the purchase price as security for the performance of any counterclaims relating to other supplies, and such withholding shall be deemed to be a material breach of the agreement.

12. Guarantee provisions.

12.1 Guarantees are only given where distinctly agreed upon.

13. C-88 AS’s liability.

13.1 C-88 AS’s liability for defects shall be limited to any claim that might be covered by C-88 AS’s supplier.

13.2 C-88 AS disclaims any further liability, including the purchaser’s right to cancel the purchase or claim a proportional reduction. Further, the purchaser shall not be entitled to claim that C-88 AS shall make good any loss - direct or indirect - suffered by him.

13.3 It shall not be C-88 AS’s responsibility that products supplied are used in defiance of the intended purposes.

14. Force majeure.

14.1 Neither party shall be entitled to damages or to terminate the agreement in the event of non-performance where such non-performance is due to force majeure.

14.2 Force majeure shall be deemed to exist if a party or its subsuppliers are prevented from performing the agreement made as a result of war, civil war, riot, public restrictions, prohibitions of import or export, natural disasters, including but not limited to earthquakes, floods, large inundations, waterspouts, volcanic eruptions and widespread labour disputes, fire or any similar event which ought not or could not have been anticipated by the parties at the time of the making of the agreement.

15. Applicable law and jurisdiction.

15.1 Any disputes in connection with or arising out of C-88 AS’s supplies, including disputes concerning the making, interpretation and validity of the agreement or by reason of agreements associated therewith, shall be settled in accordance with Danish law except the rules of private international law under Danish law.

15.2 The disputes referred to under clause 15.1 shall be settled by the Maritime and Commercial Court in Copenhagen as the accepted venue. If the Danish Maritime and Commercial Court refuses to hear the dispute, it shall be settled by the City Court of Copenhagen.

16. License regulations.

16.1 C-88 AS draws attention to the fact that goods on C-88 AS invoices are subject to the existing rules on export license from Danish ministries. Attention is furthermore drawn to the fact that, to a great extent, deliveries from C-88 AS are produced in the U.S. and may be subject to restrictions in accordance with existing U.S. license controls. If C-88 AS is subject to such restrictions, these will equally apply to the customer.

May 2007