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General Terms of Delivery for BaySystems Northerneurope A/S Application

1. These general terms of delivery apply between the above BaySystems NorthernEurope companies - hereinafter referred to as the seller - and the buyer and apply in so far as they are not amended by express agreement in writing between the parties.
Trade clauses, etc., are governed by the Incoterms 2000 definitions.

Product information, advice, etc.
2. Each party is liable for his statutory duties concerning registration of goods, product information, instructions for use, etc. The buyer is only liable for the compliance of his handling and use of goods supplied with the legislation, orders, regulations and directions for use in force. All information in catalogues, advertisements or other marketing material in addition to that comprised by subclause (1) above has been given by the seller without obligation and is non-binding on the seller unless the order confirmation or the agreement between the parties refers expressly to the said information. Nor is the seller liable for any technical advice given by him to the buyer concerning the use or suitability, etc., of the goods unless separately warranted in writing.

Offer
3. The seller's offer remains open for eight days from the date of the offer.
ORDER CONFIRMATION
4. The seller's order confirmation is binding on the buyer unless the buyer objects to it in writing immediately upon receipt.

Price
5. The price offered or agreed applies, subject to price changes affecting the seller at supplier level between the date of offer or agreement and the date of invoice entitling the seller to adjust the price offered correspondingly. Where, owing to a decision made by a public authority, a change in the rate of exchange occurs which affects the price offered or agreed between the date of offer or agreement and the date of invoice, the seller also reserves the right to adjust the price correspondingly.
6. In addition to any changes as mentioned in clause 5 above, the price offered or agreed can be adjusted owing to changes in costs caused by measures taken by a public authority or owing to changes in costs caused by war or other critical event with similar effect affecting supplies or services required for the seller's performance. 7. The buyer shall pay value-added tax in addition to the price.

Payment
8. Unless otherwise expressly agreed, payment must be made within 30 days from the date of invoice.
9. Penalty interest accrues from the due date according to the legislation on interest.
10. If there are reasonable grounds for presuming that the buyer will not be able to perform his payment obligation, the seller is entitled to demand provision of requisite security. In case no security is provided which is acceptable to the seller, he can terminate the agreement in writing as regards non-supplied goods.

Retention of title
11. The seller retains title to the goods until fully paid to the extent such retention of title is valid in law.
COMPLAINTS OF DEFECTS
12. The buyer shall carefully inspect the goods immediately upon receipt. Any complaints must be made immediately upon discovery of a defect.
13. If the buyer does not submit his complaint within the time prescribed after he discovered or should have discovered the defect, he forfeits his right to rely on it. The seller can at his own option replace the defective goods with non-defective goods or reprocess/repair the goods or remedy the defect in any other manner.

Damages in the event of defects
14. The seller becomes liable in damages owing to defects in goods supplied only if he is guilty of gross negligence. In such cases the seller's liability cannot exceed the invoice value of the goods.

Delays
15. If either party becomes aware that he cannot comply with the agreed time for delivery or part delivery or taking delivery of the goods, he shall notify the other party thereof without delay. Where the delay causes substantial inconvenience, the party not responsible for the delay can terminate the agreement as regards the delayed goods. The seller has no duty to recompense the buyer for loss of profit or any other loss or indirect damage caused by the delay unless the seller is guilty of gross negligence. The sellers liability is further limited to an amount not exceeding the invoiced value of the goods.

Liability for property damage caused by the goods
16. To the extent any agreement can lawfully so stipulate, the buyer shall indemnify the seller to the extent the seller is made liable to any third party for any damage or loss for which the seller is not liable to the buyer pursuant to subclauses (2) and (3) below. The seller is not liable for any damage caused by the goods
(a) to real property or chattels, if the damage occurs when the goods are in the buyer's possession, or
(b) to products manufactured by the buyer or to products in which the buyer's products form part, or for damage to real property or chattels caused by these products because of the goods.
In no circumstances is the seller liable for lapse of production (operating loss), loss of profit or any other consequential loss. These restrictions do not apply if the seller has been grossly negligent. If a third party makes a claim against the seller or the buyer for damages for any loss covered by this sub-clause, the other party must be informed thereof without delay. The seller and the buyer have a duty to allow themselves to be summoned before the court of law or arbitration tribunal hearing the claim for damages against either of them if the claim is motivated by damage or loss allegedly caused by the goods supplied. However, the relationship between the buyer and the seller must always be determined in accordance with clause 18.

Exemption of liability
17. In the event that the seller's possibility of delivering or the buyer's possibility of taking delivery is prevented or rendered difficult substantially owing to circumstances out of the parties' control, such as industrial conflict, war, decision by public authorities, extensive operating difficulties with the party, non-delivery by sub-suppliers or failing supply of raw materials - if the event should not have been taken into consideration at the conclusion of the purchase and the party could not reasonably have avoided the harmful effect of the event - the seller or the buyer, respectively, is entitled to postpone delivery for any period required to avoid the effects of such an event. If this period exceeds two months, either party can terminate the agreement as regards subsequent deliveries. The above stipulations of this clause apply although the event occurs after the agreed date of delivery. The party wishing to rely on the above right must notify the other party thereof in writing without delay. The party is not liable in damages in case of postponed delivery or termination owing to events as stated in this clause.

Disputes and governing law
18. Disputes arising under the agreement and any matter related thereto cannot be decided by the ordinary courts of law, but must be decided in accordance with the legislation on arbitration in the seller's country. 19. All disputes arising under this agreement must be adjudicated according to the legislation in force in the seller's country.