GENERAL CONDITIONS OF SALE AND DELIVERY OF CHRYSALNORDIC AB (“GDSD”)

Article 1 Applicability of the Conditions
1. These GDSD shall apply to any and all offers to be made by
Chrysal Nordic AB, hereinafter to be referred to as the “Supplier”,
and any contract or agreement between the Supplier and aCustomer and any delivery of products or services rendered by
the Supplier unless explicitly agreed otherwise in writing by theSupplier.
2. For the purpose of these GDSD “the Customer” shall mean: anyindividual or legal entity who/that has entered into or wishes toenter into an agreement with the Supplier, its representatives,agents, assigns or successors.
3. The placement of a purchase order or an assignment, implies thetotal and unconditional acceptance by the Customer of theseGDSD.
4. These terms and GDSD shall take precedence over any othergeneral (purchase) GDSD of the Customer.
5. Any provision included in the Customer’s documentation
subsequent to the Supplier’s commercial offer or purchase orderwhich modifies these GDSD shall be considered null and void,
unless specifically agreed in writing by the Supplier.
6. To the extent that any of these GDSD is by any court or competentauthority found to be invalid, unlawful or unenforceable, that provision
shall be deemed not to be a part of these GDSD nor of the contract
or agreement between the Supplier and its Customer, and it shallnot affect the enforceability of the contract or agreement between theSupplier and its Customer nor of the remainder of these GDSD.
Article 2 Offers and Purchase Orders
1. All offers made by the Supplier, in any form whatsoever, are nonbinding, unless explicitly stated otherwise.
2. The Supplier shall have no obligations towards the Customer, unless
the Supplier has accepted or confirmed an agreement, an order oran assignment in writing or by electronic mail, the date ofconfirmation being decisive.
3. In respect of transactions or purchase orders or assignments that
due to their nature or magnitude are not confirmed in writing or byelectronic mail, the invoice shall be considered as the orderconfirmation, unless the Customer notifies the Supplier that this is
not the case within 10 days after receipt of the invoice.
4. The Supplier shall have the right to refuse purchase orders without
stating its reasons.
Article 3 Prices and Payment
1. The products of the Supplier shall be sold at the prices stated in
the Supplier’s pricelist applicable at the time of delivery.
2. Unless stated or agreed otherwise theSupplier’s prices shall be:
ex works as referred to in the Incoterms as they are in force
at the time of delivery;
inclusive of costs of standard packaging;exclusive of VAT
stated in Euros.
3. The Supplier shall have the right to increase the price as stated in
the pricelist referred to under 3.1 and after the date a contract wasconcluded or an order was accepted, if prior to delivery the Supplier’s
costs have raised as a result of, for instance but not limited to,increases of duties, levies, value added tax, excise duty, production
costs, labor costs, currency fluctuations, prices for raw material,
costs of registration etcetera.
4. Unless explicitly agreed otherwise in writing, payment shall bemade without any discount or set-off, and within thirty (30) days
after the date of the invoice by (1) transfer of the amount due intoa bank account in the name of the Supplier to be designated by
the Supplier, or by (2) any other means of payment if explicitly
accepted by the Supplier.
5. Notwithstanding the provisions of 3.4, the Supplier shall at all times
be entitled to demand cash on delivery, or to require that theCustomer upon acceptance of the order by the Supplier shall grantsecurity in any form the Supplier sees fit for the performance by theCustomer of any of its obligations in connection with or ensuing fromthe contract or agreement.
6. After expiration of the payment term the Customer shall
automatically be deemed to be in default, and interest shall be dueby the Customer to be calculated at 1.5% of the amount due (orthe highest interest rate allowed by law, whichever is higher) per
GDSD Chrysal Nordic AB, version November 2021

(part of a ) month from the date of default until the date of payment.
In addition, all reasonable judicial and non judicial costs ofcollection of such payment to be incurred by the Supplier shallhave to be compensated by the Customer, as follows:- on any amount due up to Euro 3,500.-:
15%- on any additional amount up to Euro 6,000.-: 10%- on any additional amount up to Euro 15,000.-: 8%- on any additional amount up to Euro 60,000.-: 5%.
At all times a minimum of Euro 50,- shall be due by theCustomer. In the event that the Supplier can prove that it has
incurred higher costs which were reasonably necessary forcollection of any amount due, such costs shall be eligible forcompensation by the Customer as well.
Article 4 Retention of Title
1. Until payment of all amounts due by the Customer to the Supplierhas been made in full, the products delivered shall remain in theownership of the Supplier.
2. If the Customer obtains actual possession of the products prior
to payment in full, the products may not be resold, processed,merged or consumed and the Supplier at any time shall beentitled to claim that the Customer shall transfer the products to
the Supplier, or to collect the products at the cost of theCustomer. This prohibition shall not apply to any sales in theordinary course of business.
3 Until payment of all amounts due by the Customer to the Supplierhas been made in full, the Customer shall not have the right tovest any third party rights in the products without the explicit
approval in writing from the Supplier.
3. In the event that third parties wish to vest or exercise any rights(such as but not limited thereto: rights of pledge, usufruct etc) in
the products delivered with respect to which title has beenretained by the Supplier, the Customer shall immediately notify
the Supplier in writing.
5. Until title to the Products has passed to the Customer, theCustomer shall:- store the Products separately from all other products held by
the Customer so that they remain readily identifiable as theSupplier's property; and- not remove, deface or obscure any identifying mark orpackaging on or relating to the Products; and- maintain the Products in satisfactory condition and keep theminsured against all risks for their full price from the date ofdelivery.
6. Unless specifically agreed otherwise, the Customer shall buy theproducts for his own use only and shall not resell the products.
The Customer shall not repack the products and/or shall not makeany amendments, changes or alterations of whatever nature tothe products and/or to the packaging of the products without theSupplier’s explicit written consent to this effect.
Article 5 Delivery
1. Any delivery times stated by the Supplier shall be estimates only,and shall not be binding on the Supplier. The Supplier shall not beliable for failure to deliver at the specified time or on the specified
date, nor shall failure on the part of the Supplier be deemed to bea breach of the agreement or of these GDSD.
2. The Customer shall have the right to rescind the contract oragreement by written notice sent to the address of the Supplierin the event that the delivery term stated by the Supplier isexceeded by more than 90 days, unless such term is exceeded
due to force majeure.
3. In the event of rescission of the contract or agreement as
referred to in article 5.2, the Supplier shall in no event be liable
to pay damages to the Customer or any third parties.
4. Unless agreed otherwise in writing or by electronic mail, the risk
for the products shall pass to the Customer as soon as theCustomer has acquired possession thereof, or as soon as theCustomer has paid the Supplier all amounts due and title
transferred to the Customer regardless of whether the products
have been delivered to the Customer.
5. The Customer shall accept the purchased products upondelivery. In the event of refusal to accept delivery, the products
shall be stored by the Supplier for the account and risk of theCustomer. All additional costs, including in any event costs ofstorage, shall be for the account of the Customer.
6. If the Customer shall refuse to accept the purchased products,1

the Supplier may individually and without prejudice toany right to claim any liquidated damages consider the relevant
order as withdrawn/ the relevant sales agreement rescinded, it
being
understood that Customer shall not be entitled to the refund ofany down payments, which are received by the Supplier as
penalty clause. If the relevant sales agreement is rescinded, theCustomer shall be responsible for sending the products back to
the Supplier within seven days of the termination of theagreement, at its own expense, using adequate postal service.
Article 6 Force Majeure
1. The term “force majeure” in these GDSD shall mean: anycircumstances beyond the control of the Supplier orcircumstances that were unforeseeable at the moment acontract or agreement was concluded or an order was accepted
as a result of which performance by the Supplier of its obligations
under the contract or agreement or delivery of the order can nolonger reasonably be required by the Customer.
2. If the event of force majeure is of a temporary nature, theSupplier shall have the right to suspend its performance under
the contract or the agreement for the duration of the force
majeure event. Any delivery terms stated by the Supplier shallbe extended during the period force majeure occurs.
3. In the event that, in the Supplier’s opinion, the force majeure
event is of a permanent nature, the Customer shall have the right- after this was confirmed by written notice by the Supplier - torescind the agreement by sending a written notice to theSupplier. The Supplier shall in no event be liable to pay damages
to the Customer or any third parties pursuant to a recession ofthe contract or agreement in accordance with this clause 6.3.
4. In the event that the Supplier finds itself in a situation of force
majeure, it shall notify the Customer as soon as possible.
Article 7 Defects/Complaints/Claims
1. The Customer shall inspect or have the purchased products
inspected upon delivery. The Customer shall verify whether theproducts delivered comply with the contract or agreement, i.e.
whether the correct products have been delivered in the correct
quantities, and if the quantities delivered comply with thequantities stated in the delivery note/receipt.
2. In case of defects in type of products delivered, or defects inquantities, or in case of any visible defects in the packaging or
the products, the Customer shall state such visible defects or
shortages on the delivery note/receipt promptly upon delivery. If
no defects and/or shortages have been stated on the delivery
note/receipt, the products shall be deemed to have been
accepted as delivered.
3. Any claims with respect to defects in products or services otherthan those referred to in 7.2 and any claims with respect to theinvoice, shall be submitted by the Customer to the Supplier inwriting within 10 days after delivery or receipt of the invoice, orultimately within 10 days after the Customer could reasonably
have discovered the defect in the product or service. TheSupplier shall not be liable in respect of any claim that is brought
to its attention after such period.
4. In case of acceptance by the Supplier of any claim in relation todefective products and after the Supplier has granted explicit
written permission to the Customer to do so, or in case of aproduct recall initiated by the Supplier, the Customer shall return
the products to the Supplier. The cost of sending products back toSupplier will be borne by Supplier, unless the Customer may beheld responsible for the fact that the defect in the products
occurred and/or the recall was initiated. The Supplier shall not
accept any return of products, except for returns in accordancewith this provision.
5. Unless defect products are returned to the Supplier in accordancewith 7.4 and unless the Customer may be held responsible for thefact that the defect in the products occurred and/or the recall wasinitiated, the Customer’s obligation to pay the invoice shall remain
unaffected.

applications for and renewals or extensions of such rights, and all
similar or equivalent rights or forms of protection in any part of theworld. "Intellectual Property Right" means any one of the IntellectualProperty Rights.
2. The Customer acknowledges that all Intellectual Property Rights inthe Products belong solely to the Supplier.
3. The Supplier gives no warranty, neither express nor implied, withrespect to the validity of the Supplier’s Intellectual Property Rights.
4. The Customer shall indemnify the Supplier against all liabilities,actions, costs (including legal and other professional costs)
expenses, claims, proceedings and demands in respect of any
infringement or alleged infringement of Intellectual Property Rights
attributable to any third party that may arise as a consequence of
the Supplier complying with any special instructions from or
requirements of the Buyer relating to the Products.
Article 9 Confidentiality
1. The Customer agrees not to divulge or communicate to any
person (other than those representatives of the Customer who
need to know for the purpose of carrying on the Buyer's businessor upon the Supplier’s instructions or with the Seller’s writtenapproval) nor use for purposes other than carrying on theCustomer's business any of the confidential information regarding
the Products or the business of the Supplier which the Customer
may have received or obtained in the Customer’s course ofdealings with the Supplier.
Article 10 Liability
1. The Supplier shall not be liable for any damages which theCustomer may suffer as a result of storing the products, applying
the products, of defects in the products or services delivered by theSupplier or as a result of any delay in delivery or any other fact,
unless such damages are the direct cause of gross negligence orwillful misconduct by the Supplier The Supplier shall in no event beliable for indirect or consequential damages that the Customer maysuffer.
2. To the extent that the Supplier shall be liable towards theCustomer for direct damages, such liability shall in no event
exceed the amount of the invoice value of the products or services
delivered to the Customer by the Supplier in relation to which thedamages and the connected claim have arisen.
3. The Supplier shall not be liable for damages related to defects inproducts or services if the Customer failed to comply with its
obligation to notify the Supplier in accordance with the provisionsof article 7.
4. Any and all right of Customer to pursue a claim against Supplier
regarding damages will be lost if a period of 3 months after adefect in products or services has been notified to the Supplier orafter the damages that occur in relation to other circumstances
than defects in products or services have been discovered or
could have been have lapsed and no damages have been claimed
in writing by the Customer, unless a longer period applies
pursuant to an applicable provision of mandatory law.
5. If the limitation of liability of Supplier for the damages as describedin this article 8 is in conflict with any applicable provision of
mandatory law, the Supplier shall in no event be liable to pay
damages in excess of the amount of the damage acknowledgedby the Supplier’s insurance company.
Article 11 Applicable Law and Dispute Resolution
1. Any and all contracts and agreements including their validity,
construction and performance, between the Supplier and theCustomer shall be governed by the laws of Sweden. The United
Nations Convention on Contracts for the International Sale ofGoods (Vienna Convention of 1980, or also named “CISG”), shallnot apply to any sale of products by the Supplier.
2. Any and all disputes between the parties shall be decided by thecompetent Courts in the district of Lund, Sweden. The Suppliershall, however, maintain the right to summon the Customer toappear before any other court of jurisdiction outside of Swedenthat has authority based on the applicable laws or any applicableconvention.

Article 8 Intellectual Property Rights
1. “Intellectual Property Rights" means copyright and related rights,
trademarks, service marks, rights in designs, patents, trade,business and domain names, rights in trade dress or get-up, rights
in goodwill or to sue for passing off, unfair competition rights,
database rights, rights in confidential information (including knowhow and trade secrets) and any other intellectual property rights, ineach case whether registered or unregistered and including allGDSD Chrysal Nordic AB, version November 2021

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