GENERAL PURCHASING TERMS FOR GOODS AND SERVICES

• Applicability
  • The following terms shall apply to purchase of products (“Products”) by any company within the Danhydra Group (“Danhydra”). The Danhydra Group includes Danhydra A/S and any and all any companies which directly or indirectly (through one or more subsidiaries) are controlled by Danhydra A/S (together, the “Danhydra Group”). No deviations from these terms, including any general terms and conditions of the counterparty (“Supplier”) shall have any effect unless explicitly agreed in writing between the parties.
• Placing of Orders
  • The parties agree that Danhydra’s purchase of Products shall be made by the exchange of an order issued by Danhydra, and an order confirmation issued by Supplier (collectively a “Contract”) and that any such Contract shall be or be deemed made incorporating these General Purchasing Terms even without these terms and conditions being referred to or attached to such Contract. Oral agreements are invalid unless confirmed in writing.
  • Supplier shall issue the order confirmation within three (3) working days after receipt of the order and the order confirmation must as a minimum include; purchase order (“PO”) number, Danhydra’s item number, number of Products ordered, price per Product, time of delivery, delivery address.
  • PO number must be used as a reference on all documents related to the individual purchase.
• Postponement and Cancellation
  • Supplier accepts that Danhydra can postpone the date of delivery under any Contract for a period of up to six (6) weeks without any costs or compensation to be paid by Danhydra, provided that such postponement is advised prior to the time of Supplier’s shipment of the Products. Supplier shall diligently store the postponed Products at own risk. If postponement is advised with a shorter notice than aforementioned or for a longer period than six (6) weeks, Danhydra shall pay to Supplier reasonable documented storage cost.
  • Supplier accepts that Danhydra can cancel a Contract in part or in full. The parties will agree on the cancellation costs based on Supplier’s reasonable cancellation costs incurred as a direct result of the request for cancellation reduced to the extent reasonably possible.
• Prices
  • Unless otherwise agreed between the parties in writing the agreed prices include delivery DAP (Incoterms 2010) at any Danhydra facility. Packing is included in the prices.
• Invoicing and Payments
  • THE PARTIES SPECIFICALLY AND EXPRESSLY AGREE THAT INVOICES FROM SUPPLIER SHALL BE PAID BY DANHYDRA WITHIN SIXTY (60) DAYS END OF MONTH PLUS FIVE (5) DAYS FROM THE DATE OF INVOICE (INVOICE NOT TO BE ISSUED PRIOR TO THE ACTUAL DATE OF DELIVERY) VIA ELECTRONIC FUNDS TRANSFER (EFT).
  • THE PARTIES AGREE THAT THE PAYMENT TERMS SET OUT HEREIN HAVE BEEN INDIVIDUALLY NEGOTIATED AND AGREED.
  • Payments made by Danhydra to Supplier shall not to any extent release Supplier of its liability or responsibility – actual or potential – as this is set out in (i) any special terms agreed between Danhydra and Supplier, (ii) these General Purchasing Terms or (iii) any implied liability applicable to the transaction, nor include a waiver by Danhydra with regard to such liability or responsibility.
• Warranty
  • Supplier warrants that the Products supplied (i) are free from defects in design, materials or workmanship; (ii) meet Danhydra’s Specifications and (iii) comply with all applicable regulations, norms and standards. Breach of this warranty will hereinafter be referred to as a “Defect”.
  • The warranty for an individual Product shall endure for a period of twelve (12) months after the date of delivery of the Product to Danhydra.
  • Danhydra shall within reasonable time after having become aware of a Defect give Supplier written notice of the Defect. Supplier shall hereafter without undue delay – at its own risk and expense –repair or replace the subject Product at Supplier’s expense, including freight. Such remedy shall be at Supplier’s risk and expense and shall lead to no loss of warranty for the Product in question, provided that such remedy is carried out in a workmanlike manner. If Danhydra has notified Supplier of a Defect as mentioned above, and no Defect is found for which Supplier is liable, Supplier shall be entitled to compensation in accordance with Supplier’s normal reasonable service rates.
  • Repaired parts/Products or replaced parts shall be included in the guarantee and warranty hereby given for the remainder of the original warranty period. Replaced Products shall be covered by the warranty set out above.
  • Defective Products are returned at the risk and expense of Supplier.
  • THE FOREGOING WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.
• Assignment of Obligations
  • Neither party shall be entitled to assign or delegate its rights or obligations under the Contract without the prior written consent of the other party. Danhydra shall however be entitled to assign all rights and obligations under the Contract to any company within the Danhydra Group.
• Passing of Title
  • Title to the Product passes to Danhydra at the time of delivery.
• Delivery
  • The agreed dates of delivery shall be observed at all times. Partial deliveries are permitted only if explicitly agreed by Danhydra in writing. If any delivery is made earlier than agreed without Danhydra’s consent, the invoice for such delivery may not be sent by Supplier to Danhydra prior to the originally agreed delivery date.
  • Terms of delivery are DAP – place of delivery as set out in the order – (Incoterms 2010) or as otherwise agreed in writing between the parties. Supplier acknowledges and accepts that proper delivery at the agreed time of delivery is of the essence to Danhydra.
  • All shipping documents, quality documents, instructions and other certificates being necessary or required by Danhydra for Supplier to properly fulfil its obligations under the Contract, shall be dispatched to Danhydra on the date of shipment. Any delay in delivery of the above documents is considered as a delay of the Products to be delivered.
  • If the Products including delivery documentation cf. above are not delivered at the agreed time of delivery and this is not due to (i) an event of force majeure, cf. Clause 10 below, or (ii) reasons for which Danhydra is in all material aspects responsible, Danhydra is entitled to claim liquidated damages from the date on which delivery should have taken place. The liquidated damages for delay in delivery shall be payable at a rate of two per cent (2%) of the purchase price of the delayed Products for each commenced day of delay. The liquidated damages shall not exceed twenty per cent (20%) of the purchase price of the delayed Products. The liquidated damages become due on Danhydra’s written demand.
  • In the event of a delay in delivery exceeding ten (10) days, Danhydra shall – in addition to the liquidated damages – be entitled to terminate the Contract with immediate effect by giving Supplier notice in writing.
  • In addition to Danhydra’s right to claim liquidated damages and terminate the Contract Danhydra is entitled to claim compensation for any other loss suffered due to the delay.
  • Supplier shall use suitable packing which adequately protects the Products with identification marks showing the content, number and kind of goods. The packing shall furthermore be suitable to protect the Products during storage at Danhydra’s storage facilities for up to six (6) months.
• Force Majeure
  • In case of force majeure, defined as an event (i) beyond the control of and (ii) which could not reasonably have been foreseen, avoided, limited or overcome by the party claiming force majeure, each party shall be entitled to suspend its obligations under the Contract until the force majeure situation has ceased. In case the force majeure situation is not (or is not expected to be) brought to an end within three (3) months, the other party is entitled to terminate the Contract with immediate effect.
• Product Liability
  • Supplier shall maintain and keep in force adequate public and product liability insurance covering the Products. The insurance is to be valid as long as the business co-operation between Danhydra and Supplier exists and for a period of five (5) years hereafter. Supplier’s liability is not limited to the sum insured.
  • Supplier shall assume full responsibility and liability for any product liability claims from Danhydra or a third party related to defective Products delivered by Supplier whether such a claim is brought against Supplier or Danhydra. Further, Supplier shall indemnify Danhydra and hold Danhydra harmless from and against all third-party claims in relation to product liability to third party.
• Intellectual Property Rights
  • Any and all intellectual property rights (“IPR”) and/or know-how furnished by either party (Owner) to the other party (Recipient) may not be used for purposes other than performance of the Contract without express written approval of Owner. Owner shall retain all of the above-mentioned IPR and no ownership of any kind passes to Recipient, unless explicitly agreed in writing by the authorized representatives of the parties.
  • Supplier warrants that it owns all right, title and interest in, to and under all IPR concerning the Products and/or possesses valid, transferable, irrevocable, perpetual and world-wide licenses to relevant IPR owned by third parties entitling Supplier and Danhydra to exploit such third party IPR in the Products, the production process or otherwise without limitation.
  • Supplier may not use trademarks or trade names owned or used by the Danhydra Group or pictures of Danhydra Products as reference in sales brochures, press releases, or any other material used for general promotion purposes, unless such material has been reviewed and explicitly approved in writing by Danhydra prior to such use.
  • Any tools and/or documents transferred by the Danhydra Group to Supplier enabling Supplier to manufacture the Products, shall at all times while being in Supplier’s possession be clearly marked “Property of Danhydra” in a non-erasable manner. Such tools and/or documents shall be kept and used at Supplier’s own risk and liability, and Supplier will at own costs secure that they are properly insured. The tools and/or documents shall be returned immediately to Danhydra upon Danhydra’s demand.
• Environment and Conventions
  • Supplier shall ensure that chemicals and materials used in Products fulfil the requirements stated in the Material Blacklist which can be found on:

https://policy.trade.ec.europa.eu/development-and-sustainability/conflict-minerals-regulation_en

Furthermore, Supplier shall act in an ethical responsible manner and comply with the policies, international conventions and principles found on:

https://policy.trade.ec.europa.eu/eu-trade-relationships-country-and-region_en

• Disputes and Applicable law
  • Any and all Contracts, including these terms, shall be governed by and construed exclusively in accordance with the laws of the State of Colorado, without regard to conflicts of law principles. Any dispute or claim arising from or in connection with this Agreement shall be submitted for arbitration in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in effect at the time of the arbitration (the “Rules”); provided, however, that in the event of any conflict between the procedures herein and the Rules the procedures herein shall control. The place of arbitration shall be Denver, State of Colorado. The language of the arbitration shall be English, unless otherwise agreed between the parties. All aspects of the arbitration shall be considered confidential. Irrespective of this arbitration clause, Danhydra shall be entitled to give third party notice to Supplier if Danhydra is taken to court or arbitration by any third party claiming damages against Danhydra on the basis of Supplier’s performance and deliveries. In case Danhydra is taken to court by any third party claiming damages against Danhydra on the basis of Supplier’s performance and deliveries Supplier is under an obligation – if so requested by Danhydra – to participate in (at own cost) and bindingly accept any court/arbitration case lodged by such third party against Danhydra and any ruling/reward given under such court/arbitration case. However, contractual disputes between Danhydra and Supplier shall – if so decided by either party – be settled by arbitration in accordance with this clause 1.
  • Should any third party claim damages against a party due to product liability or infringement of IPR, that party is obliged to inform the other party thereof immediately. Both parties are under an obligation to participate in any court/arbitration case examining claims for damages lodged against one of them on the basis of alleged infringement of IPR or damage allegedly caused by the Products.
• Export Control
  • Any and all Contracts shall at all times be subject to and conditioned upon compliance with US, UN and EU export control laws, conventions and trade regulations and any amendments thereto to which both Danhydra and Supplier thus agrees to comply with. Supplier shall advise Danhydra in writing as early as possible, of any information and data relevant for Danhydra to fully comply with all US, UN and EU export control laws, conventions and trade regulations and any amendments thereto related to or concerning the Products applicable in the countries of export and import as well as re-export in case of resale.
  • Supplier shall in relation to any and all Products provide to Danhydra and keep updated, in a form satisfactory to Danhydra, (i) the specific US, UN and EU export classification including the export control classification number (“ECCN”) or any similar forms of classification; (ii) the country of manufacture of any and all Products and parts and components forming part thereof; (iii) the percentage of content manufactured in the US; (iv) a statement as to whether or not any Product is a product of US technology and/or software; (v) the TARIC code; and (vi) a statement as to whether or not any Product is not subject to export controls and/or sanctions involving any country (e.g. EAR).
  • Any and all Contracts are conditional upon the grant of export and/or re-export authorizations by the competent authorities in the countries of origin of the offered Products including their parts and components and/or technology if and to the extent legally required. Supplier shall use its best efforts to obtain such export and/or re-export authorizations. Supplier shall provide immediate notice to Danhydra in the event of Supplier being suspended, debarred or declared ineligible by any government entity or upon receipt of a notice of proposed debarment from any such entity during the performance of a Contract. In the event that Supplier is suspended, debarred or declared ineligible by any government entity, Danhydra (i) may choose to terminate any and all Contracts; and (ii) shall be released from any firm purchase commitments to Supplier for purchase of the Products, immediately without liability to Supplier. Likewise, Supplier shall keep Danhydra updated in detail regarding any expected embargo or export control regulation concerning any Product covered by this Contract. Supplier shall indemnify Danhydra for any loss, cost and damages incurred, including any loss, cost and damages otherwise excluded under this Contract, incurred by Danhydra as a result of Supplier’s non-compliance with this Clause 15.

• Personal Data
  • The Parties will as part of their contractual relationship and to perform their respective obligations under the Agreement only share personal data about certain employees or third parties engaged by either Party whom are working to fulfil the
  • DANHYDRA and the SUPPLIER, as applicable, will collect and process the personal data as data controllers. The Parties acknowledge and agrees that they will provide all of its employees and/or third parties engaged by the Parties, as applicable, whom are working to fulfil the Agreement, with information about the other Party’s collection and processing of their personal data. Such information must comply with applicable data protection laws, including Article 13 and 14 of the General Data Protection Regulation. Either Party will defend and indemnify the other Party from and against all claims raised by an employee or third party engaged by the Party due to the Party’s non-compliance with this
  • To the extent SUPPLIER acts for DANHYDRA as a data processor the Parties shall enter into a Data Processing Agreement in compliance with applicable data protection
  • If applicable, DANHYDRA and/or SUPPLIER must comply with any requirements established by any data protection authority or any other governmental authorities necessary for the granting of approval by such authorities for the transfer of personal data outside of the EEA, including by facilitating the conclusion of the Commission’s standard contractual clauses as set out by Commission Decision of 5 February 2010 with later amendments (the “Model Clauses”).
• General Provisions
  • If any provision of these terms is held, illegal, invalid or unenforceable in whole or in part in any jurisdiction this shall not affect the validity or enforceability in that jurisdiction of any other provision of these terms or the validity or enforceability of that provision or any other provision in any other jurisdiction. The parties shall in good faith negotiate replacement provisions which in a legal, valid and enforceable way to the nearest extent reflect the original intent of the parties.
  • Supplier (i) warrants that upon the Effective Date all Products has the necessary export and/or re-export authorizations by the competent authorities in the countries of manufacture of the ordered Product if and to the extent legally required, and (ii) shall keep Danhydra informed in detail regarding any actual or expected embargo or export control regulation concerning the Products. Should Supplier fail to fulfil its obligations set out herein, Danhydra has the right to claim damages from Supplier and to terminate the affected Contract(s).
  • All Products may be used, sold, and resold in, as well as imported to or exported from any country in the world by Danhydra and/or its customers both singularly (as spare parts) and/or incorporated into other products.
  • Notwithstanding anything to the contrary in the non-disclosure agreement in force between the parties, Danhydra shall be entitled to disclose and use confidential information to the extent necessary to fulfil any Contracts and/or agreements with end-customers, and to have work carried out by third parties.
  • No change, modification, alteration or addition to any provision of these terms shall be binding unless in writing and signed by an au­thorized representa­tive of each party.
  • Any notice given under the Contract must be in writing addressed to an authorized representative of the other party and shall be deemed given upon receipt of the other party.
  • Neither Party shall be liable to the other Party for any loss of production, loss of profit or any other indirect loss suffered by the other Party in connection with the Contract, unless the loss is due to (i) the other Party’s breach of confidentiality obligations according to the Contract or any non-disclosure agreement entered into between the Parties (ii) third party claims against DANHYDRA that the Products are infringing intellectual property rights (iii) in case of death or personal injury or (iv) losses due to gross negligence, wilful misconduct or fraudulence (iv) third-party product liability claims.