Standard Terms of Sale and Delivery for LINAK® A/S

1. Application

1.1
All deliveries of products (“Products”) from LINAK A/S,
Smedevænget 8, DK-6430 Nordborg, Denmark (“LINAK”) to any
purchaser (“Purchaser”) shall be governed by these standard terms ofsale and delivery (the “Terms”) to the extent that they are not waived inwriting by LINAK. LINAK’s acceptance of Purchaser’s order is expressly
conditioned upon Purchaser’s acceptance of these Terms and no
addition to or modification shall be binding on LINAK unless expressly
agreed to in writing.
1.2 The international trade terms specified in “Incoterms 2020” shallapply between LINAK and the Purchaser.

2. Ordering

2.1 No final agreement concerning sale or delivery shall exist between
LINAK and the Purchaser until LINAK has given its acceptance as anorder confirmation or other explicit written confirmation.
2.2 If LINAK’s order confirmation does not match the Purchaser’sorder, the Purchaser must complain immediately. Failure to do someans that the Purchaser shall be bound by the content of the orderconfirmation.
2.3 Quotations, pro forma invoices andcorrespondence shall not be binding on LINAK.

other

associated

2.4 No cancellation or alteration of orders is regarded as having been
accepted until LINAK has confirmed such cancellation or alterationin writing. In case of cancellation or alteration the Purchaser shall
reimburse LINAK for all reasonable costs incurred in connection withthe cancellation or alteration of orders.

3. Terms of delivery

3.1 All deliveries by LINAK shall be FCA Padborg, Denmark (Incoterms2020), and the Purchaser shall bear all risks in case of loss, damage
or delay during transport. In the absence of any agreement to thecontrary, transport shall be performed using the means LINAK deems
best without any liability for LINAK.
3.2 LINAK undertakes to take appropriate measures to deliver on time.
If a delay nevertheless occurs, LINAK shall be entitled to postpone thetime of delivery for up to 30 days without the Purchaser being entitledto cancel the order. A late delivery shall not entitle the Purchaser toclaim compensation.

4. Tax and duty

4.1
In addition to the purchase price, the Purchaser shall pay any andall tax, duty or tariffs which may be levied on the Products as well as any
necessary expenses connected with the approval of the Products.

5. Prices

5.1 LINAK reserves the right to change prices until a final orderconfirmation has been issued. LINAK also reserves the right to change
the prices of confirmed orders in case of changes in production costs,
salaries/wages, cost of material, sub-supplies, exchange rates, expenses
imposed by public authorities, and the official discount rate.

6. Terms of payment

6.1 Payment shall be made no later than at the time of delivery FCA
Padborg, Denmark (Incoterms 2020), unless otherwise specificallyagreed in writing.
6.2 If payment is delayed, LINAK shall be entitled to claim 2%
interest on the purchase price per month or part of a month, as wellas to withhold all future consignments. LINAK shall also be entitledto demand that the Purchaser pays all reasonable costs incurred inconnection with legal or non-legal action taken with the purpose ofcollecting payment.
6.3 The Purchaser shall not be entitled to withhold any payments in
respect of alleged claims against LINAK, unless such claims have been
accepted in writing by LINAK in advance.
6.4 If the Purchaser fails to take delivery of consignments or partconsignments, which are ready for delivery on the agreed day, thePurchaser shall nonetheless pay for the Products as if delivery hadtaken place, in the absence of any agreement to the contrary.

7. Property rights

7.1 Until LINAK has received full payment for Products delivered, such
Products shall remain the property of LINAK even though the Purchaser
has started to use or process the Products or started incorporating the
Products in its own application.

8. Intellectual property rights

8.1
LINAK reserves all rights to the Products and their design. Products
may not be copied or given to any third parties with a view to copying the
Products. All drawings and descriptions sent to the Purchaser shall remain
the property of LINAK, and may not be copied, transferred or in any otherway communicated with any third parties without the consent of LINAK.
8.2 If the provision in clause 8.1 is violated, the Purchaser shall pay LINAK
compensation for any loss attributable to unlawful copying; and all costs
incurred in connection with the legal and non-legal pursuit of LINAK rights.
8.3 In case of a development project should a third party claim intellectual
property rights such as patents, design patents, copyrights, trademarks andsimilar rights against LINAK, the Purchaser of the project shall indemnify
LINAK all costs such as legal and court costs and any damages resulting fromsuch claim provided that the claim is a result of the Purchaser’s specifications
and requirements.

9. Embedded Software

9.1 If Products are delivered with embedded software, LINAK provides
the Purchaser with a non-exclusive, software license in the form of aright to use such software solely for the purposes set out in applicable
Product specification. Aside from this, the Purchaser obtains no rights
in form of license, patent, copyright, trademark or other proprietary
right connected with such software. The Purchaser shall not obtain
any rights to software source code nor shall the Purchaser attempt toaccess such source code.
9.2 If Products are delivered with embedded software, the Purchaser
shall be responsible for keeping the software up to date following
delivery, by installing necessary updates offered by LINAK.

10. Technical changes and approval

10.1 LINAK reserves the right to make technical and other changes in
Products including ordered Products without notice, if it can be done
without changing the agreed technical specifications.
10.2 LINAK is not liable for absence or misinterpretation of informationin catalogues and other written material drawn up by LINAK.
10.3 The Purchaser shall be fully liable for its application, use andoperation of any Product, whether or not such application, use oroperation has been approved by LINAK. It is the responsibility of thePurchaser to ensure that the agreed technical specifications meet theperformance criteria defined by the Purchaser for their application.
LINAK cannot assess the impact of all the conditions under which theProducts shall be operated. This includes but is not limited to suspensionof the actuator; vibration; load curve; exposure to outside elements
like temperature and moisture; duration and frequency of use, safety,
etc. The suitability of the Products and the Products performance
under such varying conditions can only be verified by testing andthe responsibility for this testing and validation lies solely with thePurchaser. This includes but is not limited to testing the Products in thePurchaser’s application and ensuring the suitability when connecting
the Purchaser‘s or third parties’ components to the Products. Products
may not in any circumstances be used in aircraft or in connection with
nuclear power of any kind.
10.4 The Purchaser undertakes to apply for all necessary national orinternational approvals of any application in which Products are used.

11. Complaints

11.1 If the Purchaser wishes to claim that the delivered Products are
defective, the Purchaser must complain immediately to LINAK.
11.2 The Purchaser shall inspect consignments immediately onreceipt to check for any shortages, defects, errors or any otherdeviations from the contract. If the Purchaser wishes to complain to
LINAK, the Purchaser shall submit such complaints to LINAK no later
than 5 days after receipt of the Products if the relevant defects could
have been discovered during the Purchaser’s inspection on receipt ofthe delivered Products.

11.3 Any damage or loss occurring during transport shall be of noconcern to LINAK and claims in such circumstances may only be madeagainst the transport agent concerned.

12. Cost-free repairs and replacement

12.1 At its sole discretion, LINAK agrees to repair, replace or credit
Products that are found to be defective, at time of delivery, due tofaulty manufacture, design and/or defective materials, provided that
Purchaser makes a claim to LINAK within 18 months from the date ofproduction as stipulated on the Product label, unless otherwise agreed(the “Claim Period”). If batteries are provided by LINAK as a part of a
Product, the Claim Period for such batteries pursuant to this clauseshall be 12 months from production as stipulated on the Product label.
12.2 If Purchaser discovers defects within the Claim Period, thePurchaser shall in writing inform LINAK of such alleged defects and theProduct shall then be sent to LINAK or to any other address determinedand designated by LINAK with freight and insurance paid by thesender, accompanied by a description of the reason for such return.
If LINAK accepts that the Product is defective and the Purchaser has
complained within the Claim Period, LINAK shall dispatch the Productafter replacement or repair free of charge. LINAK shall reimburse thePurchaser for the freight costs incurred by the Purchaser in sending
the defective Product to LINAK’s place of business, but only if LINAK has
approved in writing of the method of dispatch and the costs incurredprior to the dispatch of Products. If however, LINAK’s analysis showsthat the Product is not defective, LINAK may return the Product to
the Purchaser at Purchaser’s cost and risk, and LINAK may charge a
fee for the time and materials used in analysing the allegedly defective
Product.
12.3 Re-delivery or repair under this clause shall under nocircumstances be performed outside LINAK places of business, unlessotherwise agreed by LINAK. LINAK shall not in any circumstances
remove, replace or remount Products which have been incorporated inother non-Products.
12.4 Excluded from cost-free repairs and replacements are
Products delivered with embedded software where claims arise
from (i) combination of Products with any hardware or software
not manufactured or not provided by LINAK; (ii) the Purchaser’s
specifications being different from the agreed written specifications;(iii) nonconformity not discovered by LINAK during release andquality testing nor by Purchaser during Purchaser’s quality testing
and approval; (iv) failure to update such software as necessary; and (v)any alteration or modification to Products, except those alternations
or modifications made by LINAK or specifically agreed to by LINAK in
writing.
12.5 In case of defects in software covered by clause 12.1 , cf. clause
12.4 the Purchaser’s sole remedy and LINAK aggregated liability shallbe limited to LINAK providing and/or replacing any defective parts in
the Products by supplying new software components to the Purchaser.
LINAK shall not be responsible for replacement of Products or part of
Products in the Purchaser’s applications, including but not limited to
any kind of field updates.
12.6 Unless otherwise expressly stated in these terms, Products aresupplied “AS IS”, “WHERE IS” and “WITH ALL FAULTS”, LINAK does
not extend any warranty, written, expressed nor implied for impliedmerchantability or fitness for particular purpose.
12.7 Products shall not be subject to clause 12.1 regarding cost-free
repairs or replacement, if LINAK has determined, in its sole discretion,that the Purchaser has misused the Products in any manner, has failed
to use the Products in accordance with industry standards and practices
or has failed to use the Products in accordance with any instructions, ifany, provided by LINAK. Further LINAK accepts no liability for wear andtear nor for Products which have been subject to violent treatment orinadequate maintenance.

13. Product liability

13.1 LINAK shall be liable for product liability in accordance withapplicable legislation in this connection but does not assume liability inany degree beyond that specified by applicable legislation.
13.2 The Purchaser shall indemnify LINAK to the extent that LINAK is
liable vis-à-vis third parties for any damage or loss for which LINAK is notliable vis-à-vis the Purchaser in accordance with clause 13.1 above.

14. Limitation of liability

14.1 LINAK shall not be held responsible nor liable for any special,
indirect, consequential, punitive or exemplary damage or loss, whichmight arise out faulty Products, delay in the delivery of Products,
product liability, recall or otherwise, irrespective of cause, including but
not limited to, loss of production, loss of profit, loss of data and/or loss of
goodwill.

14.2 Save for liability for death or injury caused by the negligence of
LINAK and for other liability which cannot be excluded by law, in allother cases LINAK’s total liability (whether in contract, tort including
negligence or otherwise) under or in connection with any order or theseTerms or based on any claim for contribution or indemnity in respectof any single claim or series of connected claims shall not exceed theprice paid for such Products as are the subject of that claim or claims inaggregate.

15. Export control

15.1 The Purchaser acknowledges that LINAK is required to comply
with applicable export / import laws and regulations relating to the sale,
export, import, transfer, assignment, disposal and use of the Products.
The Purchaser agrees that Products will not at any time directly or
indirectly be used, exported, re-exported, imported, sold, transferred,assigned or otherwise disposed of in a manner which will result in noncompliance with any export / import laws and regulations.

16. Protection of personal data

16.1 As a part of handling sales requests from Purchaser, LINAK shallprocess contact and invoice data. Any personal data LINAK may process
may be shared with other LINAK group companies. Personal data will
not be shared with any third parties other than data processors who
process data on behalf of LINAK based on a data processor agreement.
Further information can be found in LINAK’s Privacy Policy which canbe found at www.linak.com

17. Force majeure17.1 LINAK is entitled to cancel orders or suspend delivery of Products
and shall not be liable for any non-delivery, faulty or delayed delivery,
which partly or wholly is caused by circumstances beyond LINAK’s
reasonable control, including, but not limited to, riots, civil unrest, war
terrorism, health emergencies, health epidemic or pandemic or any
associated governmental or regulatory restrictions, fire, insurrection,requisition, seizure, embargo or defects or delays in deliveries by subsuppliers, strikes, lockouts, slowdowns, lack of transportation, scarcity
of materials, and insufficient supplies of energy. Any of Purchaser’s
contractual rights are suspended or become void in any suchcircumstances referred to in this Clause. Purchaser is not entitled to any
kind of damages or to make claim whatsoever in case of cancellation ordelayed delivery due to such circumstances.

18. Confidentiality

18.1 The Purchaser shall keep strictly secret and not disclose to any
third party any confidential information received through doing
business with LINAK.

19. Partial Invalidity

19.1 If one or more of the terms and conditions in these Terms or any
part of a term is deemed invalid, unenforceable, illegal or inoperable,
the validity, enforceability, legality or operability of all further terms andconditions shall not be affected or diminished thereby.

20. Applicable law and venue for disputes

20.1 Any disagreements or disputes between LINAK and the Purchaser
shall be settled by Danish law without regard to its conflict of law rules.
20.2 Unless LINAK gives its written consent to a process of arbitration,
which shall then take place in Copenhagen, all disputes shall be settled
by legal proceedings at LINAK venue at the Court in Sønderborg (Retten
i Sønderborg) or the Western Division of the Danish High Court (Vestre
Landsret), depending on the nature of the case concerned.
Effective as of 1 October 2020
LINAK A/SGroup Headquarters
Smedevænget 8, Guderup
DK-6430 Nordborg, Denmark
Phone: +45 7315 1515
Fax:		
+45 7445 8048
www.linak.com