Hans Jensen Lubricators A/S - 100 years

Terms of sale and delivery

GENERAL TERMS OF SALE AND DELIVERY

1.0   No order placed with Vendor shall be binding unless accepted by letter.

2.0   Agreed delivery clauses shall be interpreted according to the Incoterms which are in force at the time when the agreement is made. If no special agreement of delivery clause has been made, delivery shall be considered: "Ex works".

2.1   Unless otherwise stated, the prices mentioned are exclusive of packing and value added tax.

3.0   If the delivery time accepted in the contract is only stated as an approximate one, each of the parties is entitled, after a period of time amounting to two thirds of this time, to claim a written agreement on a fixed delivery date. If the contract does not include any determined delivery time each of the parties is entitled, after a period of time of 6 months as from the signing of the contract, to apply the above procedure.

4.0   If delay in delivery is due to force majeure, other cases of relief or Buyer's action or omission, the delivery time is prolonged to the extent which is found reasonable according to the circumstances.

The following shall be considered as cases of relief if they intervene after the formation of the Contract and impede or delay its performance: industrial disputes and any other circumstances (e.g. fire, mobilization, requisition, embargo, currency restrictions, insurrection, shortage of transport, general shortage of material and restriction in the use of power) when such other circumstances are beyond the control of the parties (force majeure).

4.1   Machine breakdowns and defects, delays of deliveries or defective deliveries from sub-contractors shall also be considered cases of relief when such circumstances are beyond the control of Vendor.

4.2   Vendor wishing to claim relief by reason of any of the aforesaid circumstances (4.0 & 4.1) shall notify the other party in writing without delay of the intervention and of the cessation thereof.

5.0   If Buyer reaches the conclusion that he will not be able to receive the supply on the date agreed, or if a delay must be considered probable from his part, he must incessantly, in writing, inform Vendor about this fact, stating the reason for the delay and, wherever possible, the time when he expects to be able to receive the supply. If Buyer does not receive supply ready for despatch on due date, he shall nevertheless make any payment conditional on delivery as if the supply had been delivered. Vendor shall arrange for the storage of the goods at the risk and cost of Buyer. If required by Buyer, Vendor shall insure the supply at the cost of Buyer.

Unless the failure of Buyer is due to force majeure, Vendor may require Buyer, by notice in writing, to accept delivery within a reasonable time. If Buyer fails for any reason whatsoever to do so within such time Vendor shall be entitled, by notice in writing to Buyer, and without requiring the consent of any Court, to terminate the contract in respect of such portion of the supply as is by reason of the failure of Buyer aforesaid not delivered and thereupon to recover from Buyer any loss suffered by reason of such failure. Indemnities cannot exceed the part of the purchase price which covers the parts of the consignment not received.

6.0   If delivery has been made before payment of the whole sum payable under the contract has been effected, goods delivered shall in full remain the property of Vendor until such full payment has been effected.

6.1   Drafts or instruments of debts are not to be considered as full payment until full and final settlement has been effected. In the meantime goods delivered shall remain the property of Vendor.

6.2   If Buyer does not effect payment in due time - as per terms of payment overleaf - Vendor is entitled to charge interest amounts, at present (January 2003) 1,5% per started month after due date. If Buyer has still not remitted the amount due for payment after a period of further 3 months, Vendor is in writing entitled to cancel the agreement and from Buyer to claim indemnity for the loss Vendor has suffered. Indemnities cannot exceed the value of the part of the supply not yet paid for plus interest for the period of delayed payment.

6.3   Unless otherwise specifically agreed upon and approved in writing by Vendor, the payment terms are: 30 days net as from date of Vendor's invoice.

7.0   Vendor makes reservations for increases in prices made necessary as a consequence of increase in wages and/or material during the period of goods ordered, and Buyer shall be obliged to pay such increases unless otherwise agreed upon between the parties.

7.1   Enforcement of such a regulation shall be informed to Buyer without delay, and shall take place according to 30% and 70% respective weight of the following indexes:
70%: Danmarks Statistik, Time- og månedslønindeks for industrien efter erhverv og lønindeks (1985=100), Branche: 38 - Jern og Metalindustri, timelønsindeks: arbejdere.
30%: Danmarks Statistik, Engros- og råvareprisindeks (1990=100), Varegruppe: 727 Jern og stål, ialt - ikke brudkorrigeret.

8.0   The weights, dimensions, capacities and other data included in catalogues, prospectuses, circulars, advertisements, illustrated matter and price lists constitute an approximate guide. These data shall not be binding save to the extent that they are by reference expressively included in the contract.

9.0   Irrespective of the quantities stated in Vendor's acknowledgement of order, Vendor is entitled to supply up to and inclusive 10% more or less in relation to what is stated, and to make out his invoice accordingly.

10.0   If Vendor does not observe the agreed delivery time, Buyer is only entitled to penalty covering direct and indirect loss (e.g. consequential damage, loss on operation, loss of time, loss of profit) if this has been explicitly agreed and confirmed by Vendor in his acknowledgement of order. Buyer loses his right to penalty if the claim has not been made within 6 months after delivery should have taken place.

11.     Liability of defect

11.0   A possible defect due to defective material and/or faulty workmanship must immediately be advised Vendor by Buyer. Remedy of the defect must be effected at Vendor's work. A repair made out through Buyer without Vendor's prior written consent does not entitle Buyer to any debiting of the costs in this connection.

11.1   If Buyer wants Vendor to check the condition of the delivered parts and a claim is accepted or provided Vendor's prior acceptance of a claim the returning of goods is for Buyer's risk and account, but re-forwarding from Vendor to Buyer is for Vendor's risk and account.

11.2   If Vendor cannot accept the claim after having seen the part, the re-forwarding to Buyer will take place for Buyer's risk and account, and the costs in connection with a remedy will be debited Buyer.

11.3   Vendor's liability shall apply only to defects that appear under the conditions of operation provided for by the contract and under proper use. It does not comprise any defects due to causes arising after the risk of the supply has passed according to the agreed delivery terms. In particular it does not cover defects arising from Buyer's negligent handling, incorrect mounting, faulty maintenance or erections, or from alterations carried out without Vendor's written consent, or from repairs carried out improperly by Buyer, nor caused by normal deterioration.

11.4   Likewise, Vendor's liability does not apply to defects arising out of material provided, or out of a design/construction stipulated by Buyer (directly or indirectly).

11.5   HJ products: Vendor's responsibility for defective material and/or faulty workmanship will be valid for a period of maximum 12 (twelve) months as from date of mounting of the lubricator or part in question in the vessel concerned, but in no case more than maximum 18 (eighteen) months as from date of despatch from Vendor's factory. This only provided that the lubricators are stored carefully so that neither humidity, temperature fluctuations nor other physical effects will supersede the normal operational conditions in the engine room of a ship.

11.6   The Buyer loses the right to rely on any defects (lack of conformity of the goods) if he does not give the Vendor notice thereof at the latest within the period of 12 and 18 months respectively.

11.7   Sub-contract work: Vendor's responsibility only comprises defects which turn up before one year as from the date of despatch from Vendor's factory. If the parts supplied by Vendor are applied more intensively than agreed upon or more than provided when the contract was made, this period is reduced correspondingly.

11.8   After the risk in the goods has passed to Buyer, Vendor has no responsibility for defects in addition to what is stated above even if such are due to causes existing before the risk so passed. It is expressively agreed that Buyer shall have no claim in respect of personal injury or of damage to property not the subject matter of the Contract or of loss of profit (directly or indirectly) unless it is shown from the circumstances of the case that Vendor has been guilty of gross negligence.

12    Product liability

12.0   Vendor incur product liability if it can be proved that the injury is due to faults or omissions made by Vendor or other for which he is responsible. Vendor is not responsible for damages to real estate or movable which occur while the goods are in Buyer's possession. Neither is Vendor responsible for damages to products produced by Buyer or to products of which these parts form part. Vendor is not responsible for losses of profit, lost earning or other indirect losses. To the degree where product liability might be claimed for Vendor from a third party, Buyer is committed to indemnify Vendor to the same degree as the limitation of Vendor's responsibility as per the above. If a third party puts forward a claim against one of the parties as per this point, the party concerned must immediately inform the other party hereof. These restrictions in Vendor's responsibility do not apply if he has shown gross negligence.

13.0   Gross negligence does not comprise any and every lack of proper care or skill, but means an act or omission on the part of Vendor implying either a failure to pay due regard to serious consequences which a conscientious Vendor would normally foresee as likely to ensue, or a deliberate disregard of any consequences of such act or omission.

13.1   Vendor and Buyer are mutually committed to be sued at the court dealing with indemnity claims put forward against one of them on the basis of a damage which is claimed to be caused by the supply. The mutual relationship between Buyer and Vendor will always be decided by arbitration.

14    Jurisdiction

14.0   The contract shall be governed by the law of Vendor's country.

14.1   Disputes arising from the contract and provisions included herein and disputes on legal conditions from the contract cannot be solved at courts, but must be solved by arbitration in Vendor's country and in accordance with the law of Vendor's country.

January 2003

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