Standard Terms of Sale and Delivery for LINAK A/S
1. Application
1.1 These standard terms of sale and delivery shall apply to theextent that they are not waived by written agreement by the parties
concerned. Any terms specified by the purchaser which conflict withthese standard terms of sale shall not be binding on LINAK A/S,
even though LINAK A/S fails to make any complaint against them.
No deviation from the terms shall apply without the explicit writtenconsent of LINAK A/S.
1.2 The international trade terms specified in “Incoterms 2010” shallapply between LINAK A/S and the purchaser.

2. Ordering
2.1 No final agreement concerning sale or delivery shall exist between
LINAK A/S and the purchaser until LINAK A/S has given its acceptanceas an order confirmation or other explicit written confirmation.
2.2 If LINAK A/S order confirmation does not match the purchaser’s order,
the purchaser must complain immediately. Failure to do so means thatthe purchaser shall be bound by the contents of the order confirmation.
2.3 Quotations, pro forma invoices and other associatedcorrespondence shall not be binding on LINAK A/S.
2.4 No cancellation or alteration of orders is regarded as having been
accepted until LINAK A/S has confirmed the fact in writing. In case ofcancellation or alteration the purchaser shall reimburse LINAK A/S for
all reasonable costs incurred in connection with the cancellation oralteration of orders.

3. Terms of delivery
3.1 All deliveries by LINAK A/S shall be FCA Padborg, Denmark(Incoterms 2010), and the purchaser shall bear all risks in case of loss,
damage or delay during transport. In the absence of any agreement tothe contrary, transport will be performed using the means LINAK A/Sdeems best without any liability for LINAK A/S. Insurance will only betaken out in the event of a written request by the purchaser.
3.2 LINAK A/S undertakes to take appropriate measures to deliveron time. If a delay nevertheless occurs, LINAK A/S shall be entitled topostpone the time of delivery for up to 30 days without the purchaser
being entitled to cancel the order. A late delivery shall not entitle thepurchaser to claim compensation.

4. Tax and duty

8.2 If the provision in clause 8.1 is violated, the purchaser shall pay
LINAK A/S the following:
1. Compensation for any loss attributable to unlawful copying.
2. All costs incurred in connection with the legal pursuit of
LINAK A/S rights.
3. All costs incurred in connection with the non-legal pursuitof LINAK A/S rights.

12.1 LINAK A/S shall be liable for product liability in accordance withthe relevant legislation in this connection, but does not assume liability
in any degree beyond that specified by the legislation. Any productliability not laid down by law but which has developed in accordancewith legal practice concerning compensation is thus explicitly waived.
In addition, LINAK A/S shall not be liable for operating losses, loss ofprofits or other indirect losses caused by defective LINAK products.

9. Technical changes and approval

12.2 The purchaser shall indemnify LINAK A/S to the extent that LINAK A/S
is liable vis-à-vis third parties for any damage or loss for which LINAK A/S
is not liable vis-à-vis the purchaser in accordance with clause 12.1 above.

9.1 LINAK A/S 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.
9.2 LINAK A/S is not liable for absence or misinterpretation of
information in catalogues and other written material drawn up by
LINAK A/S.
The purchaser shall be fully liable for their application, use andoperation of any LINAK product, whether or not such application, use
or operation has been approved by LINAK A/S. It is the responsibilityof the purchaser to ensure that the products specified meet theperformance criteria defined by the purchaser for their application.
LINAK A/S cannot assess the impact of all the conditions under which
the products will be operated. This includes but is not limited tosuspension of the actuator; vibration; load curve; exposure to outsideelements 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 and the responsibility for this testing and validation lies solely
with the purchaser. This includes but is not limited to testing theproducts in the purchaser’s application and ensuring the suitability
when connecting the purchaser‘s or third parties’ components to
LINAK products. Products may not in any circumstances be used inaircraft or in connection with nuclear power of any kind.
9.3 The purchaser undertakes to apply for all necessary national orinternational approvals of any application in which LINAK A/S products
are used.

10. Complaints

5. Prices10.2 The purchaser shall inspect consignments immediately on receipt
to check for any shortages, defects, errors or any other deviations fromthe contract. If the purchaser wishes to complain to LINAK A/S, thepurchaser shall submit such complaints to LINAK A/S no later than 10days after receipt of the products if the relevant defects could havebeen discovered during the purchaser’s inspection on receipt of thedelivered products.

6. Terms of payment
6.1 Payment shall be made no later than at the time of delivery FCA
Padborg, Denmark (Incoterms 2010), unless otherwise specificallyagreed in writing.
6.2 If payment is delayed, LINAK A/S shall be entitled to claim 2%
interest on the purchase price per month or part of a month, as well as
to withhold all future consignments. If payment is delayed, LINAK A/Sshall be entitled to demand that the purchaser pays all reasonable costs
incurred in connection with legal or non-legal steps taken with a viewto collecting payment.
6.3 The purchaser shall not be entitled to withhold any payments in
respect of alleged claims against LINAK A/S, unless such claims havebeen accepted in writing by LINAK A/S 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 make payment anyway as if delivery had been effected,
in the absence of any agreement to the contrary.

7. Property rights
7.1 Until LINAK A/S has received full payment for products delivered,such products shall remain the property of LINAK A/S 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 A/S reserves all rights to products and their design. Productsmay not be copied or given to any third parties with a view to copying
the products. All drawings and descriptions sent to the purchaser shallremain the property of LINAK A/S, and may not be copied, transferredor shown to any third parties in any other way without the consentof LINAK A/S.

12. Product liability

8.3 In case of a development project should a third party claim
intellectual property rights such as patents, design patents, copyrights,
trademarks and similar rights against LINAK A/S, the purchaser of theproject shall indemnify LINAK A/S all costs such as legal and court
costs and any damages resulting from such claim provided that theclaim is a result of the purchaser’s specifications and requirements.

4.1 In addition to the purchase price, the purchaser shall pay any tax,
duty or customs duty for the purchased goods as well as any necessary
expenses connected with the approval of the purchased goods.

5.1 LINAK A/S reserves the right to change prices until a final orderconfirmation has been issued. LINAK A/S also reserves the right tochange 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.

11.5 LINAK A/S will not in any circumstances remove, replace orremount LINAK products which have been incorporated in other non
LINAK products. Re-delivery or repair under the guarantee will underno circumstances be performed outside LINAK A/S places of business.

10.1 If the purchaser wishes to claim that the delivered products aredefective, the purchaser must complain immediately to LINAK A/S.

10.3 Any damage or loss occurring during transport shall be of noconcern to LINAK A/S, and claims in such circumstances may only bemade against the transport agent concerned.

11. Warranty and rights in case of lack of conformity
11.1 LINAK A/S warrants the Products to conform to written
specifications and to be free from defects in material and workmanshipunder use and service for the period of 18 months from the date ofproduction, unless otherwise agreed. Batteries only carry a 12 months’
warranty.
LINAK warranty is only valid as far as the products have been used andmaintained correctly and has not been tampered with. The warranty
does not cover wear and tear. Furthermore, the products must not be
exposed to violent treatment or inadequate maintenance. In the eventof this, the warranty will be ineffective/invalid. LINAK A/S warranty is
only valid if the system is unopened and has been used correctly.
11.2 LINAK A/S liability for defective products delivered is limited asfollows:
11.3 LINAK A/S is only obliged to perform either re-delivery or repair ofthe defective product, as preferred by LINAK A/S, and only if LINAK A/S
has received the purchaser’s written complaint within the warranty period.
11.4 If defects are discovered in the design, materials or productionof any LINAK product, the purchaser shall complain immediately in
writing to LINAK A/S, and such allegedly defective product shall thenbe sent to LINAK A/S or to an address stipulated by LINAK A/S withfreight and insurance paid by the sender, accompanied by a descriptionof the reason for such return. If LINAK A/S accepts that the productis defective and the purchaser has complained in time, LINAK A/Sshall dispatch the product after replacement or repair free of charge.
LINAK A/S shall reimburse the purchaser for the freight costs incurred by
the purchaser in sending the defective product to LINAK A/S place ofbusiness, but only if LINAK A/S has approved in writing of the methodof dispatch and the costs incurred prior to the dispatch of products.

13. Force majeure13.1 The following circumstances result in exemption from liability
if they prevent performance of the agreement or make performance
unreasonably onerous: labour disputes and any other circumstances
beyond the control of the parties concerned, such as fire, war,
mobilisation or military call-up of similar dimensions, requisition,confiscation, currency restrictions, civil unrest or riots, the absenceof transport, general shortages of goods, restrictions in fuel, anddefects or delays in deliveries from sub- suppliers due to any of thecircumstances mentioned in this clause.
13.2 The circumstances mentioned shall only result in force majeure if
their influence on the performance of the agreement at the time of theformation of the agreement was not possible to predict.
13.3 The party wishing to claim any cause of force majeure as
mentioned in clause 13.1 shall without delay inform the other party inwriting about the beginning and end of such causes. In case of force
majeure on the part of the purchaser, the purchaser shall cover thecosts incurred by the seller in connection with securing and protecting
the LINAK product concerned.

14. Confidentiality
14.1 The purchaser shall keep strictly secret and not disclose to
any third party any confidential information received through doing
business with LINAK A/S.

15. Applicable law and venue for disputes
15.1 Any disagreements or disputes between LINAK A/S and thepurchaser shall be settled by Danish law without regard to its conflictof law rules.
15.2 Unless LINAK A/S gives its written consent to a process ofarbitration, which shall then take place in Copenhagen, all disputes
shall be settled by legal proceedings at LINAK A/S venue at the Courtin Sønderborg (Retten i Sønderborg) or the Western Division of theDanish High Court (Vestre Landsret), depending on the nature of thecase concerned.
Bank: Nordea, Sydbank. Company Reg. No.: 66365328
Current revision release date 1 January 2016,
Latest review date 1 January 2016
MA-S7-00-219-D

LINAK A/SGroup Headquarters
Smedevænget 8, Guderup
DK-6430 Nordborg, Denmark
Phone:+45 73 15 15 15
Fax:+45 74 45 80 48
Fax (Sales): +45 73 15 16 13
www.linak.com