General sales and delivery conditions for products for business customers

1. Application

Application. The General Terms and Conditions of Sale and Delivery ("Terms") apply to all agreements for the sale and delivery of products, spare parts, wear parts and related services by COWSHOP, CVR number 43499432, ("Company") to business customers.

2. Agreement basis

Agreement basis. The conditions, together with the Company's offers and order confirmations, constitute the entire agreement basis for the Company's sales and delivery of products, spare parts and related services to the customer ("Basis of Agreement"). TThe Customer's terms and conditions of purchase printed on orders or otherwise communicated to the Company do not form part of the Basis of Contract.

Changes and additions. Changes or additions to the Agreement are only valid if both parties have agreed in writing.

Legal status. Each party shall promptly notify the other party if such party changes its legal status, enters bankruptcy or receivership proceedings or is voluntarily liquidated.

3. Products, spare parts and services

Products and spare parts. Products and spare parts sold and supplied by the Company to the Customer are new and comply with Danish legislation at the time of delivery.

Services. Associated services that the Company sells and provides to the Customer in connection with the sale and delivery of products or spare parts, such as delivery, installation and setup, are performed in a workmanlike manner and comply with Danish law at the time of delivery.

Limitation of liability. Products, spare parts and related services that the Company sells and provides to the Customer are intended for Agricultural Machinery and for use in Denmark. Notwithstanding any terms to the contrary in the Agreement, in no event shall the Company be liable for any loss or damage attributable to use for any other purpose or for use outside Denmark. The Customer shall indemnify the Company to the extent that the Company incurs liability for such loss or damage.

4. Price and payment

Price. The price of products, spare parts and related services shall be in accordance with the Company's price list in force at the time the Company confirms the customer's order, unless the parties have agreed otherwise in writing. All prices are exclusive of VAT.

Payment. Customer shall pay all invoices for Products, Parts or related services within 2 days of placing the order, unless otherwise agreed by the parties in writing.

5. Late payment

Interest. If the Customer fails to pay an invoice for products, spare parts or related services on time for reasons for which the Company is not responsible, the Company shall be entitled to interest on the amount due at the rate of 1% per month from the due date until payment is made.

Termination. If the Customer fails to pay an overdue invoice for products, spare parts or related services within 14 days of receiving a written demand for payment from the Company, the Company shall be entitled, in addition to interest under paragraph 1: (i) to cancel the sale of the products, spare parts and/or related services to which the delay relates; (ii) to cancel the sale of products, spare parts and/or related services not yet delivered to the Customer or to demand payment in advance thereof; and/or (iii) to exercise other remedies for default.

6. Offers, orders and order confirmations

Offer. The Company's offer is valid for 8 days from the date of the offer, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period shall not be binding on the Company unless the Company notifies the Customer otherwise.

Order confirmations. TThe Company will endeavour to send confirmation or rejection of an order for products, parts or related services to the Customer in writing within 10 working days of receipt of the order. Confirmations and refusals of orders must be in writing to bind the Company.

Change of orders. Customer may not change an order placed for Products, Parts or Related Services without Company's written consent.

Inconsistent terms. If Company's confirmation of an order for Products, Parts or Related Services is inconsistent with Customer's order or the Agreement and Customer does not wish to accept the inconsistent terms, Customer must notify Company in writing within 24 hours of receipt of the order confirmation. Otherwise, the Customer shall be bound by the Order Confirmation.

7. Delivery

Delivery terms and Delivery time. The Company shall deliver all sold products, spare parts and related services at the time stated in the Company's order confirmation. The Company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise. The Company cannot be held liable for delays by Delivery Companies.

Examination. The Customer shall inspect all Products, parts and related services upon delivery. If the Customer discovers any defect or deficiency which the Customer wishes to rely upon, it shall be promptly notified to the Company in writing. If a defect or deficiency which the Customer discovers or should have discovered is not immediately notified to the Company in writing, it may not subsequently be claimed.

8. Delayed delivery

Notification. If the Company anticipates a delay in the delivery of products, parts or related services, the Company will notify the Customer, stating the reason for the delay and the new expected delivery time.

Termination. If the Company fails to deliver products, spare parts or related services within 30 days of the agreed delivery time for reasons beyond the Customer's control and delivery is not made within a reasonable period of at least 10 days, the Customer may cancel the order(s) affected by the delay without notice by giving written notice to the Company. The Customer shall have no other rights in respect of late delivery.

9. Warranty

Guarantee. The company guarantees that products are free from material defects in design, materials and workmanship.

Exceptions. Company's warranty does not cover wear parts and defects or deficiencies caused by: (i) ordinary wear and tear; (ii) storage, installation, use or maintenance contrary to Company's instructions or common practice; (iii) repair or alteration by anyone other than Company; and (iv) other conditions for which Company is not responsible.

Notice. If Customer discovers a defect or deficiency during the Warranty Period that Customer wishes to claim, it must be promptly reported in writing to Company. If a defect or deficiency which the Customer discovers or should have discovered is not promptly notified to the Company in writing, it may not later be claimed. The Customer shall provide the Company with such information concerning a notified defect as the Company may request.

Examination. Within a reasonable time after the Company receives notice from the Customer of a defect or deficiency and investigates the claim, the Company shall notify the Customer whether the defect or deficiency is covered by warranty. The customer shall send defective parts to the Company upon request. The Customer shall bear the cost and risk of parts in transit to the Company. The Company shall bear the cost and risk of parts in transit to the Customer if the defect is covered by warranty.

Remedy. Within a reasonable time after the Company notifies the Customer under Section 4 that a defect or deficiency is covered under warranty, the Company shall remedy the defect or deficiency by: (i) replacing or repairing defective parts; or (ii) sending parts to the Customer for the Customer's own replacement or repair.

Cancellation. If the Company fails to remedy a defect or deficiency covered by warranty within a reasonable time after the Company has given notice to the Customer under Section 4 for reasons beyond the Customer's control and the defect or deficiency is not remedied within a reasonable time of not less than [number] days, the Customer may cancel the order or orders affected by the defect or deficiency without notice by giving written notice to the Company. The Customer shall not have any rights in respect of defects in Products, spare parts or associated services other than those expressly set out in clause 9.

10. Liability

Responsibility. Each party shall be liable for its own acts and omissions under applicable law, subject to the limitations set forth in the Agreement.

Product liability. The Company shall be liable for product liability in respect of products and spare parts supplied, to the extent that such liability arises under mandatory law. The Customer shall indemnify the Company to the extent that the Company incurs any additional product liability.

Indirect loss. Notwithstanding any terms of the Agreement to the contrary, the Company shall not be liable to the Customer for any indirect loss, including loss of production, sales, profits, time or goodwill, unless caused intentionally or by gross negligence.

Force Majeure. Notwithstanding any terms of the Contract to the contrary, the Company shall not be liable to the Customer for any failure to perform any obligation which falls within the scope of Force Majeure. The exemption from liability shall continue as long as force majeure continues. Force majeure shall mean circumstances beyond the control of the Company which the Company should not have foreseen at the time of the conclusion of the Agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and industrial disputes.

11. Intellectual property rights

Property rights. The full ownership of all intellectual property rights relating to products, spare parts and related services, including patents, designs, trademarks and copyrights, belongs to the Company.

Violation. If delivered products or spare parts infringe the intellectual property rights of third parties, the Company shall, at its own expense: (i) secure the right for the Customer to continue to use the infringing products or spare parts, (ii) modify the infringing products or spare parts so that they no longer infringe, (iii) replace the infringing products or spare parts with non-infringing ones, or (iv) repurchase the infringing products or spare parts at the original net purchase price less [number] % per year since delivery. Customer shall have no other rights in respect of infringement of third party intellectual property rights by Products, Parts or related Services.

12. Confidentiality

Disclosure and use. The Customer shall not disclose or use or enable others to use Company's trade secrets or other information of any kind that is not publicly available.

Protection. The Customer shall not improperly acquire or attempt to acquire knowledge or control of Company Confidential Information as described in Section 1. The Customer shall handle and store the information securely to prevent its unintended disclosure to others.

Duration. The Customer's obligations under clauses 1-12.2 shall apply during the Parties' business relationship and for an unlimited period after the termination of the business relationship, irrespective of the reason for the termination.

13. Personal Data

Treatment. The Company shall process personal data in due observance of the Data Protection Regulation and the Data Protection Act. Information about the Customer's name, e-mail, telephone number, etc. is used only in connection with the Customer's order and communication with the Customer unless otherwise agreed.

Rights of the data subject. The Company complies with the data subject's rights (including the right of access, rectification, erasure, restriction of processing, objection, data portability, complaint and the right not to be subject to a decision based solely on automated processing, including profiling).

Retention and disclosure. The company will keep the data for as long as necessary for the purpose for which the data are processed. The Company does not disclose, sell or otherwise transfer the information to third parties unless the Customer has given its consent.

Contact. If the Customer would like information about what data is being processed, to have data deleted or corrected, the Customer may contact Customer Service at info@cowshop.com.

14. Applicable law and jurisdiction

Applicable law. The parties' dealings are governed in all respects by Danish law.

Place of jurisdiction. Any dispute arising in connection with the parties' commercial relations shall be settled by a Danish court.