Terms of sales & delivery

1. Scope and precedence

1.1. These Terms apply to all sales and deliveries of products and related services (“Products”) by NGI A/S, VAT-No. DK20861771, Virkelyst 5, 9400 Noerresundby, Denmark (“NGI”) to the Buyer.

1.2. These Terms apply exclusively. Any conflicting or additional terms from the Buyer are rejected unless expressly accepted in writing by NGI.

1.3. No course of dealing, practice or trade usage shall modify these Terms.

2. Formation of Agreement

2.1. Quotations are non-binding unless expressly stated otherwise.

2.2. A binding agreement is only formed upon written order confirmation by NGI.

2.3. NGI may withdraw or amend a quotation at any time prior to acceptance.

2.4. Obvious clerical, pricing or technical errors are not binding on NGI.

3. Product specification and Buyer responsibility

3.1. All technical data, drawings, catalogues and product descriptions are indicative only.

3.2. The Buyer bears sole responsibility for (i) selection of Products, (ii) suitability for intended use, (iii) integration into equipment or production systems and (iv) compliance with applicable laws, standards and industry requirements.

4. Prices and Adjustments

4.1. Prices are exclusive of VAT, duties, taxes, transport, insurance and packaging.

4.2. Prices are subject to adjustment at any time prior to order confirmation.

4.3. NGI may adjust prices after confirmation in case of material changes in (i) raw material prices, (ii) energy or production costs, (iii) logistics costs, (iv) exchange rates or (v) supplier pricing.

5. Delivery and Incoterms

5.1. Delivery shall be made in accordance with Incoterms 2020 as stated in the order confirmation.

5.2. If no Incoterm is agreed, delivery shall be EXW (Ex Works) NGI’s premises (Incoterms 2020).

5.3. Delivery dates are estimates only and not binding unless expressly confirmed as “fixed delivery”.

5.4. NGI shall not be liable for delays caused by (i) transport or logistics disruptions, (ii) shortage of materials, (iii) subcontractor delays, (iv) customs clearance or (v) force majeure events.

5.5. Delay does not entitle the Buyer to cancel, withhold payment or claim damages.

5.6. NGI is entitled to make partial deliveries.

6. Transfer of Risk

6.1. Risk transfers in accordance with the agreed Incoterm (Incoterms 2020).

6.2. If no Incoterm applies, risk passes when the Products are made available for collection at NGI’s premises.

6.3. Any transport arranged by NGI shall be at the Buyer’s risk unless otherwise agreed in writing.

7. Retention of Title

7.1. Title remains with NGI until full payment has been received.

7.2. Until title passes, the Buyer shall (i) store Products separately and clearly identifiable, (ii) maintain insurance covering full replacement value and (iii) not pledge or encumber the Products.

7.3. In case of breach of payment terms, NGI may reclaim the Products without court order to the extent permitted by applicable law.

8. Payment Terms

8.1. Payment shall be made according to invoice terms.

8.2. Payment is due without set-off, deduction or counterclaim.

8.3. If payment is not made before or on the due date specified in the relevant invoice, NGI is entitled to charge interest on the due amount from the due date at a rate of 2% per commenced month.

9. Inspection

9.1. The Buyer shall inspect Products immediately upon delivery.

9.2. Any defects or non-conformities must be notified in writing within 7 days of delivery.

9.3. Failure to notify within these deadlines constitutes full waiver of claims.

9.4. NGI does not accept any return of goods unless expressly agreed in advance in writing. The buyer shall notify NGI’s designated contact person in writing prior to any intended return, specifying the grounds for such return. NGI shall have no obligation to accept any return unless and until NGI has expressly approved in writing both the return and the stated grounds therefor. Any return made without such prior written approval may be rejected by NGI and returned to the buyer at the buyer’s cost and risk.

10. Defects and liability

10.1. NGI is obliged to, at its choice, repair or replace defective products on the terms set out in clauses 10.2 - 10.9 below.

10.2. The buyer shall complain in writing to NGI of a defect immediately after such defect has been or should have been discovered and in any event within one year from delivery. The complaint shall describe the alleged defect in reasonable detail. If the Buyer does not complain in accordance with the aforesaid, the Buyer will lose his right to raise claims against NGI for products being defective. If a product has been used more intensively than agreed or assumed, the complaints period shall be reduced proportionally.

10.3. Repair or replacement of products or parts does not extend the maximum complaints period of one year in clause 10.2.

10.4. If NGI decides to repair a defective product, repair shall take place at the adress specified in section 1.1. If NGI decides to replace a defective product, a replacement will be effected by NGI sending a non-defective product to the Buyer. Repair or replacement shall be effected by NGI within a reasonable time after NGI receives a complaint in accordance with clause 10.2 and in any event within 4 weeks from receipt of such complaint.

10.5. NGI may demand that (alleged) defective products be returned to NGI at the Buyer’s risk and cost. Returned products shall become NGI property if replaced. If the Buyer complains about a product that NGI subsequently establishes not be defective, NGI may claim compensation for its time, work, costs, etc. in accordance with its terms, rates, and prices applicable from time to time.

10.6. If NGI does not fulfill its obligations under clause 10.4, the Buyer shall have the right to return the defective product to NGI, at the Buyer’s cost and risk, for a full refund of the purchase price.

10.7. NGI shall not be responsible for defects caused by material which is provided by the Buyer, for constructions or specifications that are prescribed or specified by the Buyer, for inadequate maintenance, for changes to the delivered products made without NGI’s prior written consent, for inappropriate repairs or incorrect use of the products, or for faulty preparatory work by the Buyer. NGI’s liability only includes defects that appear under working conditions presumed by NGI. Normal wear and tear and depreciation shall not be considered a defect.

10.8. NGI’s liability under this Agreement shall be limited to the invoice value of the defective product, that gave rise to the claim. Further, NGI shall not be liable for indirect loss, including loss of operation, lost earnings and other consequential loss. The limitation of NGI’s liability shall not apply if NGI acted grossly negligently or intentionally.

10.9. NGI shall be liable only to the extent set out above in this clause 10. The rights and remedies of the Buyer set out in this clause 10 are exhaustive and exclude all other remedies and claims under law or otherwise.

11. Product liability

11.1. NGI shall be responsible for product liability claims only to the extent required under mandatory product liability law. NGI shall not be liable for damage to commercial property. Further, NGI shall not be liable for indirect loss, including loss of operation, lost earnings, and other consequential loss.

11.2. If a third party raises a claim against the Buyer for product liability, the Buyer shall immediately notify NGI in writing.

12. Force Majeure

12.1. Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by circumstances beyond its reasona-ble control. Such circumstances include, without limitation, disruptions in supply chains, shortag-es of materials or energy, cyber incidents, pandemics or epidemics, governmental actions or re-strictions, sanctions, labour disputes, transport disruptions, and other similar events that could not reasonably have been foreseen or avoided at the time of contract conclusion. In the event of force majeure, the affected party shall be entitled to suspend performance for the duration of the impediment, and if the force majeure situation continues for a prolonged period, either party may terminate the affected order without liability by written notice to the other party.

13. Intellectual Property Rights

13.1. All intellectual property rights in and to drawings, specifications, technical documentation, soft-ware, designs, and any other materials or Products supplied or made available by NGI shall re-main the exclusive property of NGI or its licensors. The Buyer shall not acquire any rights, title or interest in such intellectual property other than a limited, non-exclusive right of use necessary for the proper use and operation of the Products as intended. The Buyer shall not copy, reproduce, reverse engineer, decompile, disassemble, or otherwise attempt to derive the structure, source, or underlying ideas of the Products or any related know-how, nor disclose such information to any third party without NGI’s prior written consent. Any developments, improvements or modifications to the Products suggested, requested or otherwise contributed to by the Buyer may be used by NGI freely and without restriction or compensation, including for the development, manufacture and sale of similar or improved products.

14. Governing Law and Jurisdiction

14.1. Any disputes between the Parties arising from or in connection with NGI’s sales of products to the Buyer shall be governed by substantive Danish law (and the CISG shall not be applicable), and disputes shall be brought before The Maritime and Commercial Court (Sø- og Handelsretten) in Copenhagen, Denmark. If this court declares that it is not competent, disputes shall be brought before the Aalborg City Court (Aalborg Byret) in Aalborg, Denmark.

Date of publication: June 2026