1. APPLICATION
1.1 The following General Terms and Conditions of Sale (December 2001) for TC Electronic A/S (“TC”) shall apply to all sales by TC, except to the extent that they have been expressly modified or excluded by other written agreement.
1.2 Special terms of purchase or specific requirements made by the Buyer concerning goods purchased and stated e.g. in the Buyer's order or in the Buyer's general conditions of purchase shall not be binding on TC unless TC has expressly accepted such terms or requirements in writing.

2. CONCLUSION OF AGREEMENT
2.1 Agreements between the Buyer and TC shall not be binding on TC until such agreement has been confirmed by TC in writing, e.g. by order confirmation.
2.2 The Buyer shall complain immediately if the Buyer finds that the conditions stated in the order confirmation, including these General Terms and Conditions of Sale, are not in compliance with the sales agreement made.
2.3 Cancellation, change of orders or returning of goods requires the written approval of TC.

3. DELIVERY
3.1 The term of delivery shall be Ex Works, Risskov (Incoterms 2000). Where any other term of delivery has been agreed upon, such term of delivery shall be construed in accordance with the Incoterms rules in force at the time of delivery.
3.2 Unless otherwise agreed upon, TC shall on behalf of the Buyer and at his expense be entitled to arrange shipping of the goods by entering into any necessary contract of carriage which TC finds appropriate. If TC is in charge of insurance and/or shipping of the goods on behalf of the Buyer, TC shall be entitled to designate carriers/insurers and shall be entitled to re-invoice to the Buyer for TC’s expenses for insurance and freight charges.
3.3 Any statement made by TC regarding the time of delivery is an estimate only and implies that the Buyer has duly fulfilled all necessary or agreed formalities or conditions. Therefore, any time of delivery stated by TC is not binding on TC and is merely an indication.
3.4 TC reserves the right to deliver by instalments. The Buyer shall not be entitled to return goods because of incomplete delivery.

4. DELAY
4.1 In case of delays due to circumstances for which TC is responsible and which are not caused by force majeure, cf. Clause 9, the Buyer shall be entitled to request delivery by written statement to TC and to fix a final time-limit of not less than 30 weekdays from the time of TC’s receipt of the claim of delay. If delivery does not take place within the time-limit fixed by the Buyer the Buyer shall be entitled to terminate the agreement, if delivery has not taken place within 10 weekdays following the claim of delay. Apart from the above right of termination the Buyer has no remedies for delay and is not entitled to claim damages of any kind.

5. LIABILITY FOR DEFECTS
5.1 In the opinion of TC the goods comply with applicable law in the 18 EEA countries, including the normative rules in the CE marking directives, as well as in USA, Canada, Australia and Japan. If contrary to expectations it turns out that the goods do not comply with all relevant regulations TC’s liability is limited, cf. below in Clause 5.9.
5.2 If the Buyer discovers defects the Buyer shall describe and specify the alleged defect in writing to TC. Any complaint must be received by TC within 5 (five) days after the defect was or ought to have been discovered. Otherwise TC shall not be liable for any defect.
5.3 Any complaint regardless of its nature must be made not later than 12 (twelwe) months from the time of delivery. The Buyer is not entitled to claim defects after expiry of this period.
5.4 TC shall not be liable for defects which are not due to the fault of TC, and no liability shall exist for circumstances, including but not limited to the following:

(i) The defect is caused by incorrect information received from the Buyer.
(ii) The goods are used for purposes other than those reasonably contemplated by TC.
(iii) The goods have been altered or repaired or have been exchanged without the approval of TC.
(iv) The goods are not maintained to the ordinary and customary extent.
(v) The goods have in any other way been handled incorrectly.

5.5 If a complaint is made after the expiry of the time-limit, cf. Clauses 5.2 and 5.3, and TC enters into discussions with the Buyer about the complaint, TC does not thereby waive the right to claim subsequently that the complaint was received too late.
5.6 Where goods delivered are defective and claims in this respect can be made against TC, TC has an obligation and a duty at TC's own option either to deliver replacement goods or to remedy the defect, cancel the sales agreement, or to grant the Buyer a pro rata reduction of the purchase price. Such action by TC shall be accepted in full and final satisfaction of any claim arising out of the defect. The Buyer has no right to terminate the agreement as a result of defects. Therefore, the Buyer has no other remedies for breach for which reason TC in no circumstances, even if TC is grossly negligent, is liable for the Buyer’s direct or consequential loss, if any.
5.7 TC’s liability for defects is limited to the total net purchase price of the relevant invoice, and no additional claims can be made against TC.
5.8 If the goods are to be repaired/exchanged in whole or in part, the defective goods shall at the expense of the Buyer be forwarded to TC who will at its own expense repair/exchange the goods and return them to the Buyer.
5.9 The provisions contained in this Clause 5, including the limitation of TC’s liability, shall also apply if the goods are defective in law, e.g. if the goods infringe industrial property rights of third party or are contrary to public law regulations or do not comply with such regulations, e.g. a CE marking directive.

6. PRICES, TERMS OF PAYMENT AND RESALE PRICES
6.1 If the invoice currency is another currency than DKK, TC reserves the right to raise the price of the goods, if the rate of exchange of the invoice currency compared to DKK has declined by more than 10% from the time of quotation and until payment is made. The new purchase price will compensate for the decline in the exchange rate of the invoice currency compared to DKK.
6.2 Payment for the goods shall be made to a bank account designated by TC. If payment does not take place in time, default interest of 1.5% for each commenced month from the date of invoice on the amount owed at any time including previously added interest, costs etc. shall be paid by the Buyer with interest accruing to the outstanding debt each month.
6.3 The Buyer shall not be entitled to withhold payment or set?off alleged claims unless authorised by TC in writing. In such event the Buyer’s remedies for breach in accordance with the agreement made shall be waived.
6.4 If the Buyer fails to pay the purchase sum for a delivery on time, TC shall not be obliged to make further deliveries notwithstanding the fact that binding sales agreement(s) with the Buyer has been made.
6.5 The Buyer decides the resale price of the goods. The prices stated by TC, if any, are recommended resale prices only.

7. RETENTION OF TITLE, SOFTWARE AND LENDING
7.1.1 Ownership of the goods shall not pass to the Buyer until TC has received in full (in cash or cleared funds) all sums due to it in respect of:
a) the goods and
b) all other sums which are or which become due to TC from the Buyer on any account.
7.1.2 Until ownership of the goods has passed to the Buyer, the Buyer must:
a) hold the goods on a fiduciary basis as TC’s bailee;
b) store the goods (at no cost to TC) separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as TC’s property;
c) not destroy, deface or obscure any identifying mark or packaging on or relating to the goods;
d) maintain the goods in satisfactory condition insured on TC’s behalf for their full price against all risks to the reasonable satisfaction of TC. On request the Buyer shall produce the policy of insurance to TC; and
e) hold the proceeds of the insurance referred to in Clause 7, 1.2 (d) on trust for TC and not mix them with any other money, nor pay the proceeds into an overdrawn bank account.
7.1.3 The Buyer may resell the Goods before ownership has passed to it solely on the following conditions:
a) any sale shall be effected in the ordinary course of the Buyer’s business at full market value and the Buyer shall hold such part of the proceeds of sale represent the amount owed by the Buyer to TC on behalf of TC and the Buyer shall account to TC accordingly; and
b) any such sale shall be a sale of the Company’s property on the Buyer’s own behalf and the Buyer shall deal as principal when making such a sale.
7.1.4 The Buyer’s right to possession of the goods shall terminate immediately if:
c) the Buyer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any Act for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court the winding up of the Buyer or for the granting of an administration order in respect of the Buyer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Buyer; or
d) the Buyer suffers or allows any execution, whether legal or equitable, to be levied on his/its property or obtained against him/it, or fails to observe/perfom any of his/its obligations under the Sales Contract or any other contract between TC and the Buyer, or is unable to pay its debts or the Buyer ceases to trade; or
e) the Buyer encumbers or in any way charges any of the goods.
7.1.5 TC shall be entitled to recover payment for the goods notwithstanding that ownership of any of the goods has not passed from TC.
7.1.6 The Buyer grants TC, its agents and employees an irrevocable license at any time to enter any premises where the goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them.
7.2 To the extent that the Buyer has entered into a separate Customer Software Licence, such Licence shall concerning the license agreement prevail over these General Terms and Conditions of Sale for TC.
To the extent that the purchased contains software and that a separate Customer Licence has not been concluded between TC and the Buyer, the provisions set out in these Terms and Conditions of Sale shall apply, including the exclusion of liability and limitation of liability set out in Clause 5. This shall also apply where TC delivers an update of the software to the Buyer, which update is not covered by a separate Software Licence.
To the extent that software is delivered, the Buyer shall by no means acquire title or copyright to such software as the Buyer only obtains a right of use of the software included in the delivery.
7.3 To the extent that the Buyer has borrowed products from TC, this takes place in accordance with TC’s general terms of lending.

8. CONSULTING SERVICES
8.1 All consulting services rendered by TC which are not closely related to TC’s products are of an advisory nature only and TC will under no circumstances be liable in connection with such advisory services. The Buyer shall be responsible for the selection of the goods and their ability to function in the operational environment intended by the Buyer.
8.2 If TC advises a potential Buyer on the solution to a specific problem, including if TC prepares drawings etc., this shall not be binding on TC, and TC cannot thereby incur consultant’s liability.

9. FORCE MAJEURE, ETC.
9.1 TC shall not be liable for any failure to fulfil its obligations under the agreement caused by circumstances beyond the direct control of TC (such circumstances include but are not limited to strikes, work stoppages, blockades, lockouts, late or incorrect or substantial increases in the prices of deliveries from sub-suppliers, impeded supply/delivery of raw materials, subsidiary materials or any other delivery of satisfactory quality, fire, acts of God, lack of transport or transport accidents, war, currency restrictions, import and export restrictions and operational disruptions or suspension), which qualify for delaying or preventing the production or the delivery of the purchased goods, or which make the fulfilment hereof considerably more burdensome to TC than expected.
9.2 Where owing to one or more of the circumstances of force majeure as defined in Clause 9.1 non-defective delivery or delivery on time is impeded, delivery of goods in accordance with the contract shall be suspended in the period during which the force majeure situation exists and the postponed delivery when made shall in all respects be considered duly made, for which reason the Buyer shall not be entitled to terminate the agreement or claim other remedies for breach when such circumstance is present.
9.3 In cases where TC invokes the present Clause 9, TC shall be under an obligation within a reasonable period of time to notify the Buyer hereof stating the cause and the expected duration of the force majeure situation.
9.4 Where a force majeure situation covered by Clause 9 lasts or is expected by TC to last more than 8 (eight) weeks, both TC and the Buyer shall be entitled to terminate the agreement made without such termination being a breach of contract. Therefore, the Buyer cannot advance any claim for any kind of damages for breach of contract against TC.

10. PRODUCT LIABILITY
10.1 TC shall not be liable for damage caused by the purchased goods, unless the damage is intentional or due to negligence on the part of TC. However, TC shall not in any circumstances be liable for loss of assets, loss of profits, loss of time, margin loss, consequential loss or other similar indirect losses.
10.2 The Buyer shall without undue delay inform TC in writing if the Buyer becomes aware of damage caused by the purchased goods or if a third party alleges such damage or if there is a serious risk that damage will be caused by the purchased goods. By giving such information to TC the Buyer shall not be exempted from taking such steps as are necessary to prevent or mitigate the damage.
10.3 The Buyer hereby submits to the jurisdiction of the forum in which an action for product liability may be brought against TC. To the extent that TC incurs product liability towards third party, the Buyer shall be under an obligation to indemnify TC for any claim in excess of TC’s liability according to this Clause 10.

11. LIMITATION OF LIABILITY
11.1 The Buyer has no remedies for breach other than those expressly mentioned in these General Terms and Conditions of Sale, cf. e.g. Clause 4 and Clause 5.
11.2 Apart from the provision in Clause 11.1 the Buyer cannot claim damages of any kind, including cost incurred, consequential loss, loss of profit or other losses resulting from e.g. delay or defects, irrespective of TC’ ordinary or gross negligence.

12. JURISDICTION AND GOVERNING LAW
12.1 Any dispute between TC and the Buyer shall be settled in accordance with Danish law, excluding, however, the rules of conflict of laws.
12.2 Any dispute (cf. Clause 10.3, however) shall be settled at the venue of TC as agreed venue. TC shall, however, be entitled to waive the aforementioned jurisdiction agreement, and TC shall therefore always be entitled to proceed against the Buyer at the Buyer’s venue or any other court having jurisdiction over the Buyer.