1.1 These Sales and Delivery Terms shall apply to all transactions by TEMedic ApS, unless otherwise agreed in writing between the Parties. 
1.2 The other party’s (the ”Party”) terms of purchasing, as they may be specified in the Party's general purchasing terms; in the Party’s purchase order; at the Party's website, or the like, will not apply to any delivery made by TEMedic ApS, unless expressly accepted in writing by TEMedic ApS. 
1.3 In case of discrepancies between these 'Sales and Delivery Terms' and specific agreed terms between the Parties, the more specific conditions will prevail. 
2.1 Products – including but not limited to systems, products, spare parts, services, etc. sold by TEMedic ApS will in these Sales and Delivery terms be named as “Products”.  
3.1 No independent person and/or company, including but not limited to an agent, a representative or a broker, shall be authorized to enter into agreements on behalf of TEMedic ApS without any written agreement to showcase such authorization. Hence, TEMedic ApS does not recognize any rights and/or obligations resulting from such agreements, nor does TEMedic ApS accept the validity of such. 
3.2. An agreement between the Parties shall be considered null and void if the Products in question are sold by the seller, from which TEMedic ApS were to acquire the Products, to any third party.  
4.1 Terms of payment shall be as set out in the agreement between the Parties. 
4.2 If payment is not received by TEMedic ApS no later than the set due date, TEMedic ApS shall be entitled to charge interest hereof. The interest shall at all times be at a rate of 2 % per commenced month from the due date of the invoice. 
4.3 The Party shall not be entitled to withhold any payment or set-off any payment against any alleged outstanding claim on TEMedic ApS, not approved by TEMedic ApS. 
4.4 Products not collected due to delayed payment will be stored and insured at the costs of the Party, until final payment has been received by TEMedic ApS and the Products are available for release. 
X:\Unik\Advosys 4\Advosys\DOKUMENT\CNI\24\503011\-3_2.docx   Side 2/5 Den 24-04-2019 
4.5. Payments made, including but not limited to installments, may in case of breach of contract be subject to TE Medic ApS’ right to deduct/set off cf. sections 5.3 and 7. 
5.1 All Products are delivered EX Works, and EX Works are to be interpreted and understood in accordance with the latest version of INCOTERMS, as published by the International Chamber of Commerce in Paris, France, at the time of TEMedic ApS’ Order Confirmation. 
5.2 Upon specific agreement, TEMedic ApS can be of assistance in arranging packing, labeling and distribution of the Product at the cost and responsibility of the Party.  
5.3 Should the Party fail to duly receive the Products at the date of scheduled and/or agreed arrival or fail to perform its duty of collection and/or provide payment on the due date, TEMedic ApS is entitled to terminate the agreement immediately and submit a claim for damages and compensation in accordance with section 7. Furthermore, TEMedic is entitled to sell off or store the Product on the Party’s risk and expense. 
5.4. Notwithstanding the content of these Sales and Delivery Terms, the Party explicitly agree and accept that none of the Products purchased from TEMedic ApS shall be resold, leased, lended or in any other way be made available for any third party residing in a country or a group subject to a trade embargo or similar economic, commercial and/or financial sanction without the prior written consent of TEMedic ApS.  
5.5 Conditions in section 5.4 encompasses countries which are currently subject to a trade embargo or similar economic, commercial and/or financial sanction and/or countries where such sanctions has been publicly announced and/or decided to come into force within reasonable time.  
5.6 The Products are exported for their ultimate destination in accordance with the local Exporting Laws and Regulations. Diversion contrary hereto is prohibited.  
6.1 The Party accepts that delays may occur due to force Majeure and/or postponed deadlines by the Hospital/prior owner of the Products where TE Medic ApS  the Products. 
6.2 TEMedic ApS shall not be held liable for any delays beyond the influence of TEMedic ApS, herunder but not limited to force majeure situations and Hospital/prior owner postponed deadline. 
6.3 Delays do not entitle the Party to cancel the order or to be compensated. 
7.1 In case of order cancellation or breach of contract by the Party, TEMedic ApS is entitled to compensation. The compensation is calculated as follows: 1-10 business days before delivery 30% of the sales price. 
X:\Unik\Advosys 4\Advosys\DOKUMENT\CNI\24\503011\-3_2.docx   Side 3/5 Den 24-04-2019 
7.2. More than 10 business days before delivery shall entitle TEMedic ApS to a compensation of 15 % of the agreed purchase price.   
8.1 All Products of TEMedic ApS are sold as is and, thus, the Party is advised to inspect the Products during any agreed inspection period.  
8.2 All inspections are to be agreed with TEMedic ApS prior to inspection.  
1. Warranties – TEMedic ApS guaranties that the Products was fully operational at de-installation. Additionally, TEMedic ApS guaranties the Products are under no lien, encumbrance or alike. TEMedic ApS warrants that it has the right to sell the Products. 
9.1 The Products shall remain the property of TEMedic ApS until full payment has been received, including all other sums due. 
9.2 Until such time as the title of the Products has passed to the Party, the Party shall upon receipt of the Products: 
(a) hold such Products on a fiduciary basis as the depositary of TEMedic ApS and shall insure the Products as the property of TEMedic ApS and shall store and mark the Products in such a way that they are readily identifiable as the property of TEMedic ApS, and shall hold the proceeds of such insurance on trust for TEMedic ApS. 
(b) not pledge or allow any encumbrance, lien, charge or other interest to arise or be created over the Products 
(c) not dispose of or deal with the Products or any documents of title relating to them.  
9.3 If a payment becomes overdue, the Party is in breach of contract. If an insolvency event occurs; or TEMedic ApS reasonably expects that an insolvency event is about to occur: 
(a) TEMedic ApS may by written notice terminate the Party's right (if still subsisting) to use or sell the Products; and 
(b) TEMedic ApS shall be entitled upon demand to the immediate return of all Products which remain in the ownership of TEMedic ApS, and the Party irrevocably authorize TEMedic ApS to recover such Products and any documentation relating to them. The Party shall take all reasonable steps to help TEMedic ApS recover the said Products. Recovery by TEMedic ApS of the Products shall not exclude the Party's liability to pay the whole or balance of the price for the Products or any other rights of TEMedic ApS. 
9.4 Insolvency event means the Party has any order, proceeding, appointment or other step taken or made by or in respect of the Party for any composition or arrangement with creditors generally, winding-up, dissolution, administration, receivership or bankruptcy, or any similar event occurs in any jurisdiction in which the Party is incorporated, resident or carry out business. 
X:\Unik\Advosys 4\Advosys\DOKUMENT\CNI\24\503011\-3_2.docx   Side 4/5 Den 24-04-2019 
10.1 TEMedic ApS is liable pursuant to the general rules of Danish law for imperfect goods. However, TEMedic ApS cannot under no circumstances be held liable for more than the direct loss suffered by the Party. Thus, TEMedic ApS shall not be held liable for losses on operations, loss of time, loss of earnings, or any other indirect loss. 
10.2 TEMedic ApS' liability for any loss or damage shall be limited to the amount paid by the Party for the Product, on which the claim is based. 
11.1 The following circumstances shall imply exemption from liability on TEMedic ApS, when such circumstances occur after the Party has received the Order Confirmation and the circumstances obstruct, postpone or render the fulfillment of the agreement disproportionally costly: 
War, riots, civil disorder, strikes, walk-outs, blockades or lock-outs (whether TEMedic ApS is a party thereto or the cause of such conflicts or not), in case of fire, natural disasters, shortage of means of transport or transport accidents, currency restrictions, ban on imports or exports, operational failure or other shut-down of operations or a similar situation causing a disability for TEMedic ApS. The list is not exhaustive. 
11.2 The Party, for whom the impossibility to fulfill its obligations under the terms of the Order, shall advise the other Party immediately of the occurrence mentioned above. Within 14 (fourteen) calendar days after the beginning of the incident, the Party shall forward evidence of the incidence provided by the country's Competent Government Authorities where the incident occurs. 
11.3 If the circumstances proceed for more than 10 (ten) weeks, each Party shall be entitled to cancel the order or part of the order, without this being considered a breach of contract. None of the Parties shall have the right to claim compensation of possible losses from the other Party.  
12.1 The sale of Products hereunder does not convey any license whatsoever to any intellectual property right of TEMedic ApS, including its trademarks and names. 
13.1 TEMedic ApS' is not the producer of the Products. Hence, any product liability shall be limited to the widest extent possible under applicable law. 
13.2 Without any unnecessary delay, the Party shall inform TEMedic ApS in writing, if the Party learns of circumstances that may justify product liability on TEMedic ApS. 
13.3 Should TEMedic ApS be subject to legal action regarding product liability in the jurisdiction of the Party, and if TEMedic ApS has reason to include the Party in such legal action, then TEMedic ApS shall be entitled to deviate clause 14. 
14.1 Any dispute arising out of or relating to the Parties’ agreement, including these general conditions of sale and delivery and questions of product liability shall be settled in accordance with Danish law. 
14.2 TEMedic ApS' venue shall be the District Court of Aalborg, Denmark. TEMedic ApS shall nevertheless always be entitled in lieu hereof to bring an action against the Party at the Party's venue. Furthermore, TEMedic ApS shall be entitled to request a dispute to be settled by arbitration arranged by Danish Arbitration in accordance with the rules of arbitration procedure adopted by Danish Arbitration and in force at the time when such proceedings are commenced.  
The arbitration tribunal shall be domiciled in Copenhagen and the proceeding be conducted in English. This shall not prevent either party from seeking interlocutory remedies such as the requesting of an injunction, attachment, etc. 
15.1 If any provision(s) of these terms is/are finally determined to be invalid and/or unenforceable, the balance of these conditions shall remain in effect. In this case the provision(s) must be replaced by such valid and enforceable provision(s) as will come as close to the purpose and legal position of the invalid or unenforceable provision(s) as possible. 
14.1 Failure by TEMedic ApS to exercise or enforce any rights under these ‘Sales and Delivery Terms’ is not to be regarded as a waiver of any such right. Nor shall it delimit the possibility to exercise or enforce these at any time hereinafter.