General Terms & Conditions

1. General

1.1 Every sale and every delivery from OQEMA ApS is subject to the following general terms and conditions, which shall be deemed to be an integral part of any contract between OQEMA ApS and the Customer. 1.2 Any departure from these terms and conditions must be agreed in writing. This also applies to any terms of purchase the Customer may have: these apply only if OQEMA ApS accepts them in writing. In the event of a conflict between these Terms and Conditions and the Customer’s terms of purchase, these Terms and Conditions have priority.

2. Entry into contract

2.1 Customer orders are not binding for OQEMA ApS until an order confirmation is issued to the Customer. Any approach made by OQEMA ApS to the Customer prior to order confirmation can only be regarded as an invitation to the Customer to place an order. 2.2 The items sold are the products shown in OQEMA ApS’s order confirmation. OQEMA ApS is only obliged to deliver the products shown in the order confirmation. This also applies in the event of any discrepancy between the Customer’s order and the order confirmation.

3. Payment and interest

3.1 The full invoice amount must be paid in all cases. The Customer is not entitled to withhold any part of the purchase price to offset claims against OQEMA ApS. 3.2 If the Customer does not pay on time, interest will be charged in accordance with the Danish Overdue Payments Interest Act from the due date and at the interest rate current on that date.

4. Retention of title

4.1 OQEMA ApS retains ownership of the products delivered until they are paid for in full.

5. Delivery and transfer of risk

5.1 Delivery will take place as specifically agreed with the Customer, and the risk for the products is transferred to the Customer in accordance with the latest edition of INCOTERM’s delivery clauses. 5.2 When delivering goods produced to the Customer’s specification or purchased under a special order, or delivered in bulk (tanker etc.), OQEMA ApS has the right to deliver +/-10% of the agreed amount.

6. Delay and deficiencies

6.1 Unless otherwise agreed, delivery postponed by up to two weeks from the agreed delivery date is regarded as delivery on time. If delivery is further delayed, OQEMA ApS’s liability is limited to 10% of the invoice value of the delayed products up to a maximum of DKK 50,000. 6.2 If the products delivered are deficient, OQEMA ApS can choose to rectify or give a proportional discount. Only if OQEMA ApS neither takes remedial action nor gives a proportional discount will the Customer will be entitled to claim compensation in respect of deficiencies. 6.3 OQEMA ApS is in no way responsible for losses or costs, including loss of production, profits or any other indirect losses, incurred by the customer due to late or deficient delivery. 6.4 OQEMA ApS is in no way responsible for losses or costs due to differences in the colour, hue or lustre of finished products that consist in part of, or are mixed with, the products delivered by OQEMA ApS.

7. Duty of inspection and claim deadlines

7.1 The Customer shall properly inspect the goods upon delivery. Visible or readily ascertainable defects or deficiencies incurred during transport must be notified to the carrier on delivery, and the buyer must ensure that the carrier acknowledges these. The Customer can make no later claim for defects and deficiencies that the Customer could have ascertained by examining the delivered goods or that are not reported to the carrier. 7.2 The Customer forfeits all remedies in respect of delay or deficiency if a written claim is not received by OQEMA ApS within 7 days of receipt in the case of a visible defect or, in the case of a latent deficiency or delay, within 7 days of the date when the customer discovered, or should have discovered, the deficiency or delay. 7.3 The Customer forfeits in any case all remedies if no claim is made within 12 months of the time of delivery (see §5).

8. Product liability and indemnification

8.1 OQEMA ApS’s product liability for commercial property damage caused by defects in the products delivered after the Customer has received the products, including for damage to, or caused by, products made by the Customer, or products which include products delivered OQEMA ApS, is in all cases limited to a maximum of DKK 1,000,000 per case or series of damage. The value of the products delivered must always be subtracted from the compensation. 8.2 However, OQEMA ApS is in no way responsible for the Customer’s indirect loss, including loss of production, profits, or other consequential economic loss. Nor is OQEMA ApS in any way responsible for any loss, costs or expenses associated with the return, recall or withdrawal, repair, replacement, destruction, or removal of defective products supplied by OQEMA ApS or defective products which include products delivered by OQEMA ApS. 8.3 The Customer must indemnify OQEMA ApS against any third party claim for such damage or loss, for which OQEMA ApS according to §8.1 to §8.2 is not responsible to the Customer. 8.4 OQEMA ApS is in no way responsible for any damage caused by the delivered products in the USA or Canada. If the Customer forwards a product of OQEMA ApS to the USA or Canada, or uses a product of OQEMA ApS as part of its own product and this product is forwarded to the USA or Canada, the Customer is responsible for any damage caused by the product in the USA or Canada.

9. Force majeure

9.1 In the event of force majeure, OQEMA ApS is entitled to cancel the sale without liability to the customer. 9.2 Force majeure exists if OQEMA ApS or its subcontractor and/or carrier is prevented from fulfilling the agreement due to war, civil war, rebellion, terrorism, government restrictions, import or export bans, blockades, strikes, work stoppages, natural disasters including, but not limited to, earthquake, storm flooding, extensive flooding, tornadoes, volcanic eruptions, or similar, which could not have been foreseen by OQEMA ApS at the time the agreement was entered into.

10. Governing law and jurisdiction

10.1 The contract between OQEMA ApS and the Customer, including the interpretation and fulfilment of these terms and conditions, shall be subject to Danish law. 10.2 Any dispute between OQEMA ApS and the Customer shall be settled by the Danish court with jurisdiction for OQEMA ApS. 10.3 If a third party takes action against OQEMA ApS in the event of the Customer's resale of a OQEMA ApS product, or a product that consists in part of, or is mixed with, products delivered by OQEMA ApS, the Customer is, at OQEMA ApS’s request, obliged to let themselves be summoned by the court hearing the claim against OQEMA ApS. The mutual relationship between OQEMA ApS and the Customer must also in this case, however, be governed by Danish law, including these terms and conditions.

OQEMA ApS, Tureby October 2012