These general terms and conditions of sale and delivery ("Terms") apply to all agreements on sale and delivery of products (hereinafter referred to as "Products") between NORSE Denmark ApS (CVR no. 42304131) ("NORSE") and NORSE's customers ("Buyer") unless full or partial deviation or modification is expressly agreed in another written agreement and it can be established with certainty that it has been the intention to deviate from the Terms.

The Buyer accepts these Terms and Conditions when the Terms and Conditions are sent to the Buyer together with the order confirmation for ordering goods from NORSE. If the Buyer does not notify NORSE within 24 hours that the Terms are not accepted, or does not submit specific objections to the Terms, the Terms are considered accepted between the parties.

Once the Buyer has accepted the Terms, the Buyer is also deemed to have accepted that the Buyer's future agreements with NORSE are subject to NORSE's Terms in force from time to time.

The Buyer is advised that NORSE may continuously make changes to the Terms, and the Buyer is therefore encouraged to familiarise itself with the Terms each time an agreement is entered into with NORSE.

PRICES
As NORSE mainly deals with business customers, prices on the website are shown exclusive of VAT. Prices including VAT are shown in brackets. All prices are exclusive of freight, packaging and any handling fees. All prices are daily prices and only valid on the day of the order. NORSE is continuously entitled to make price changes in price lists and offers without notice, unless otherwise agreed in writing.

OFFER
NORSE makes any offer subject to prior sale. Unless otherwise expressly agreed, the offer is only valid for acceptance no later than 30 days after the offer date. NORSE assumes no responsibility for the content of catalogues, brochures and other information of any kind prepared by NORSE's suppliers.

The Buyer's order and orders of any kind are binding for NORSE and the Buyer upon placement of the order. As soon as the order is received, NORSE will send an order confirmation to the Buyer at the e-mail address stated in the order.

If there are errors in NORSE's order confirmation or the Products stated in the order confirmation do not match the Buyer's order and the Buyer does not wish to accept the discrepancy, the Buyer must notify NORSE in writing before the Buyer acknowledges receipt of the Products. Otherwise, the Buyer is bound by this.

After placing an order with the seller, the Buyer has no right to change or cancel the order. If NORSE despite the above separately approves a change or cancellation, the Buyer is obliged to pay the costs associated with the cancellation or change, including costs for storage and ensuring quality and properties and business, as a result of postponed delivery time. Agreements on changes or additions to the original agreement are not binding for NORSE without written confirmation from NORSE.

DOCUMENTATION & GUIDELINES
If there are product descriptions and user manuals for the product, these are included in the delivery from NORSE. If you require further information or advice from NORSE, this is for guidance only. NORSE recommends referring to the manufacturer's user manuals.

PRODUCT SAMPLES
Product samples only show colours, size and quality in general, which is why NORSE is not responsible for any deviations unless the deviations are significant and unpredictably large for the buyer in relation to the product samples presented.

PRODUCT LIABILITY
NORSE is only liable for product liability in accordance with mandatory statutory regulations. NORSE is not liable for product damage on any other basis.

If the Buyer becomes aware that damage has occurred, or that there is an imminent risk that damage can/will occur caused by Products, the Buyer shall inform NORSE immediately. To the extent NORSE may be held liable towards a third party, the Buyer is obliged to indemnify NORSE to the same extent as NORSE's liability is limited according to this section. The parties are in this context obliged to accept the jurisdiction that the case may be or be brought by a third party.

WARRANTY
NORSE does not provide an independent warranty on delivered goods. The buyer accepts only to be able to raise claims under a supplier warranty for a product directly against the supplier, as NORSE only passes on information about a possible supplier warranty to the buyer.

PAYMENT, RETENTION OF TITLE AND SECURITY
If the buyer has an account with NORSE, the purchase price is due for payment according to the payment terms applicable to the buyer's account. The last day for payment is stated in the invoice text. The purchase price is due for payment calculated from the stated time of delivery, cf. point about delivery, regardless of whether the buyer's circumstances mean that the delivery cannot take place as agreed.

If the buyer's payment(s) are not made on time, and/or if the conditions for the agreed credit are significantly changed, NORSE is entitled to withhold all further deliveries to the buyer, regardless of whether the deliveries have a mutual connection.

In case of payment by the buyer after the last due payment date, interest of 2 per cent per commenced month from the due date and until payment is made of the due amount including VAT shall be added, unless another interest rate follows from custom, practice or has been agreed upon. Accrued default interest and any fees are due for payment immediately and shall be paid prior to all other debts in the current instalments.

If the Buyer fails to pay a due amount within 14 days after having received a written demand for payment, NORSE shall, in addition to interest, see above, be entitled, at its own discretion, to: (i) cancel the delivery of the Products to which the delay relates, (ii) cancel the delivery of Products that have not yet been delivered to the Buyer or demand prepayment thereof, and/or (iii) exercise other remedies for breach of contract.

The Buyer is not entitled to set-off against the purchase price for claims arising from other legal relationships, just as the Buyer is not entitled to exercise a right of retention or refuse payment due to delay, complaint or counterclaim regarding the specific delivery.

NORSE retains ownership of the goods sold, regardless of whether delivery has taken place until the entire purchase price and any interest and/or fees have been paid. NORSE is at any time in connection with or after the conclusion of the agreement entitled to require the buyer to provide adequate security for the purchase price, freight costs, interest and other costs' timely payment. The buyer is obliged, until the termination of the retention of title, to store Products securely and separately, so that they can be identified as belonging to NORSE.

NORSE is entitled to transfer claims against the buyer in whole or in part to a third party without separately obtained consent from the buyer.

RETURNS
NORSE does not accept returns. If, despite the above, it is separately agreed that NORSE takes back goods, the goods must be unused, in perfect condition and in original and unbroken packaging. The goods must also be free of dirt etc. However, NORSE will never accept returns of goods specially produced and/or repatriated to the buyer. NORSE will credit approved returns with a deduction of the fee set by NORSE to cover return costs and NORSE's sales costs.

COMPLAINTS
The products are covered by warranty for 12 months from the time of delivery. Complaints must be made in a timely manner and soon after they are discovered. If the complaint is justified, NORSE may choose to rectify defects by repair, exchange or refund depending on the specific situation. Defects caused by unsuitable or incorrect storage or use are not covered by the right of complaint.

If the complaint is justified, we will refund reasonable shipping costs. The product must be sent carriage paid to NORSE in proper packaging and arrive in undamaged condition. The buyer bears the risk in connection with the freight to NORSE.

OBLIGATION TO INVESTIGATE
The buyer must immediately upon delivery or receipt and always before the goods are used, processed or integrated, inspect the delivered goods to ensure that they are free of defects and correct, including differences in colour and shade within the acceptable range.

Complaints about defects or incorrect delivery, including deviations in quantity, which the buyer has or should have discovered after inspection, must be reported to NORSE immediately and absolutely no later than 5 working days after delivery of the goods to the buyer in order to be taken into consideration.

The buyer cannot later claim defects that could have been found during the above inspection. In the event of defects or deficiencies that have arisen in connection with the transport and that can be immediately detected upon delivery, the buyer is obliged to notify the relevant carrier and ensure that the driver notes and acknowledges visible defects and deficiencies on the consignment note.

NORSE's manufacturer or supplier is liable for defects in the object of sale.

DELIVERY
NORSE delivers to the whole of Denmark and abroad according to a specific agreement at the freight rate applicable at any time. NORSE uses different carriers for the different goods to ensure the buyer the best possible freight. If a fixed delivery time has been agreed, NORSE has the right to extend the delivery time in the following cases:

Force majeure cf. points below

• In the event of a delay caused by suppliers, carriers or other third parties
• In the event of a delay due to a credit assessment of the buyer
• Unusual weather and climate impacts
• Labor disputes for whatever reason
• Public order or prohibition that NORSE should not have foreseen when entering into the agreement

If NORSE expects delays in the delivery of Products, the Buyer will be informed of this as soon as possible and at the same time be informed of the reason for the delay and new expected delivery time.

NORSE does not provide specific delivery times when purchasing goods. If the time of delivery is of importance to the Buyer, the Buyer is requested to contact NORSE for specific delivery information prior to entering into an agreement. The Buyer has no rights regarding the time of delivery and is thus precluded from making claims for compensation of any kind, including compensation for operating loss, consequential damage or other indirect damage.

If NORSE has agreed on delivery at the buyer's address or other place designated by the buyer, NORSE will deliver the package as close to the place of use as a lorry at the driver's discretion can drive without risk of getting stuck or damaging the vehicle or the surroundings.

The buyer is obliged to provide the necessary manpower for unloading. If the buyer does not fulfil this, NORSE will be entitled, but not obliged, to make delivery with releasing effect at the place of delivery, regardless of whether a representative of the buyer is present.

The risk of the goods and/or the goods shall pass to the buyer at the time of delivery. Delivery is considered to have been correctly delivered when the parcel is placed at the buyer's designated place, by the buyer's signature and/or by scanning the buyer's authorisation to the shipping company. The driver's logbook is considered as proof of correct delivery.

The buyer must pay any costs resulting from the buyer not being able to receive the goods at the designated delivery point or if the buyer refuses to receive the goods.

FORCE MAJEURE
In the event that delivery or defect-free delivery is prevented or delayed by events beyond NORSE's control, including but not limited to labour disputes, operational disruptions, transport difficulties or other third party failure, including supplier or manufacturer insolvency or similar, NORSE may, without liability, postpone delivery or cancel the buyer's order in whole or in part at its discretion by notifying the buyer as soon as possible.

Force Majeure cf. points below

• In the event of a delay caused by suppliers, carriers or other third parties
• In the event of a delay due to a credit assessment of the buyer
• Unusual weather and climate impacts
• Labor disputes for whatever reason
• Public order or prohibition that NORSE should not have foreseen when entering into the agreement

GENERAL LIMITATION OF LIABILITY
NORSE's liability cannot, regardless of any proven negligence, include daily fines, operating loss, loss of profit, loss of time or other indirect loss, whether the liability is based on general compensation rules or on any other basis. If NORSE's supplier or other third party has a liability towards NORSE for delays or defects in the delivery, NORSE will be prepared, as far as possible, to provide the buyer with transport in NORSE's claims against the supplier or third party.

DISPUTES
Any dispute arising between the parties shall be settled by arbitration unless NORSE decides that the dispute shall be settled by the ordinary courts. All disputes shall be settled in accordance with these Terms of Sale and Delivery for Business Customers and otherwise in accordance with Danish law.

If the case is to be settled by arbitration, the arbitration tribunal shall be established in accordance with the rules in §47 of "General Conditions for Works and Deliveries in Construction and Civil Engineering" (hereinafter AB 18). The arbitration must be established after the lawsuit has been brought before the ordinary courts. If the case is decided by the ordinary courts, the case shall be brought to the jurisdiction of NORSE's head office regardless of where the buyer lives or resides.