Terms and Conditions of Sale and Delivery for CESTEK A/S

July 2025

Scope

These Terms and Conditions of Sale and Delivery apply to all deliveries of products from CESTEK A/S, Bogensevej 9, 4200 Slagelse, Denmark, to all buyers. CESTEK A/S’s acceptance of the Buyer’s order is expressly conditional upon the Buyer’s acceptance of these terms. The international commercial terms “Incoterms 2020” apply between CESTEK A/S and the Buyer.

Orders

No final agreement on sale or delivery exists between CESTEK A/S and the Buyer until the order has been confirmed by CESTEK A/S by means of an order confirmation or other explicit written confirmation. If CESTEK A/S’s order confirmation does not correspond to the Buyer’s order, the Buyer must object immediately. Otherwise, the contents of the order confirmation are binding on the Buyer. Quotations, pro forma invoices and other related correspondence are not binding on CESTEK A/S. Cancellation or amendment of orders is deemed accepted only when CESTEK A/S has confirmed the cancellation or amendment in writing. In the event of cancellation or amendment, the Buyer shall reimburse CESTEK A/S for all reasonable costs incurred in connection with the cancellation or amendment of orders.

Delivery terms

All deliveries from CESTEK A/S are sold EX Works (EXW) Slagelse, Denmark (Incoterms 2020), and the Buyer bears all risk of loss, damage or delay during transport. Unless otherwise agreed, transport shall be carried out using the means of transport that CESTEK A/S considers most suitable, for which CESTEK A/S assumes no liability. CESTEK A/S undertakes to take all necessary measures to deliver on time. Should delivery be delayed, CESTEK A/S is entitled to postpone the delivery time by up to 180 days, without the Buyer being entitled to cancel the order. In the event of delayed delivery, the Buyer is not entitled to claim compensation.

Taxes and duties

In addition to the purchase price, all taxes, duties or excise duties that may be levied on the Products, as well as all necessary expenses for approval of the Products, shall be borne by the Buyer.

Prices

CESTEK A/S reserves the right to change prices until an order confirmation has been issued. CESTEK A/S also reserves the right to change prices for confirmed orders as a result of changes in production costs, wages, material costs, subcontracted supplies, exchange rates, public charges and the official discount rate.

Payment terms

Payment terms are no later than upon delivery EXW Slagelse, Denmark (Incoterms 2020), unless otherwise expressly agreed in writing.

If payment is not made on time, CESTEK A/S is entitled to charge interest on the principal amount at 4% per month or part of a month, and to withhold all future shipments. CESTEK A/S is also entitled to charge payment for all reasonable costs incurred in connection with collection of payment in or out of court. The Buyer is not entitled to withhold payments due to any alleged counterclaims against CESTEK A/S, unless CESTEK A/S has acknowledged these in writing in advance. If, however, the Buyer fails to accept consignments or partial consignments that are ready for delivery on the agreed day, the Buyer is obliged to pay for the Products as if delivery had taken place, unless otherwise agreed.

Title

CESTEK A/S retains title to the delivered Products until full payment for the delivery has been made, even if the Buyer has put the Products into use or has begun incorporating the Products into its own application.

Intellectual property rights
Rights to the engineering and design of Products belong to CESTEK A/S. Products may not be copied or provided to third parties for the purpose of copying the Products. CESTEK A/S retains title to drawings and descriptions sent to the Buyer, and these may not be copied, transferred or otherwise disclosed to third parties without CESTEK A/S’s consent. In the event of breach of the above, the Buyer is obliged to cover CESTEK A/S’s loss to the extent attributable to unlawful copying, as well as all costs of legal or extrajudicial enforcement of CESTEK A/S’s rights. If a third party’s intellectual property rights, such as patents, design patents, copyrights, trademarks and similar rights, are infringed by CESTEK A/S as a result of participation in the Buyer’s development projects based on the Buyer’s requirements and specifications, the Buyer shall indemnify CESTEK A/S for all costs, including attorneys’ fees and court costs, and for any damage resulting from the claim.

Embedded software
If Products are delivered with embedded software, CESTEK A/S grants a non-exclusive software licence in the form of the right solely to use this software for the purposes set out in the applicable product specification. Apart from this, the Buyer acquires no rights in the form of a licence, patent, copyright, trademark or other proprietary right in connection with such software. The Buyer acquires no rights to the software source code, and the Buyer must not attempt to access such source code. The Buyer is obliged to update the software after delivery by installing necessary updates offered by CESTEK A/S.

Technical changes and approval

CESTEK A/S reserves the right to make technical and other changes to Products, including ordered Products, without notice, provided this can be done without changing the agreed technical specifications. CESTEK A/S assumes no responsibility for possible errors in catalogues and other written material prepared by CESTEK A/S, or for any misinterpretation of the information provided therein. The Buyer is fully responsible for ensuring that the application, use and operation of any Product meet the Buyer’s specifications for the application and applicable legislation, regardless of whether such application, use or operation has been approved by CESTEK A/S. It is the Buyer’s responsibility to ensure that the agreed technical specifications meet the Buyer’s needs. CESTEK A/S cannot assess all factors that affect the Products in the Buyer’s application, including exposure to the environment in the form of temperature and humidity, and the duration and frequency of use of the Products. It is the Buyer’s responsibility to test the Products in the application, which also includes testing whether the Buyer’s or third-party components are suitable to be connected to CESTEK A/S Products. Under no circumstances may the Products be used in aircraft or in connection with nuclear power of any kind. The Buyer is obliged to apply for all necessary national or international approvals of the systems in which the Products are used. Under no circumstances may the Buyer put Products into use before a CE mark (where required) is affixed to the equipment in which the Products are used.

Complaints

If the Buyer wishes to invoke defects or deficiencies in the delivered products, the Buyer is obliged to notify CESTEK A/S of such complaint without delay. Upon receipt, the Buyer must immediately inspect consignments for shortages, errors, defects or other deviations from what was agreed. If the Buyer wishes to submit a complaint to CESTEK A/S, the Buyer must submit the complaint in writing to CESTEK A/S no later than five (5) days after receipt of the Products, if the defects and deficiencies in question could have been discovered during the Buyer’s inspection upon receipt of the delivered Products. Any damage or loss that may have occurred during transport is not the responsibility of CESTEK A/S, and under such circumstances claims may only be made against the relevant carrier.

Repair or replacement free of charge

CESTEK A/S undertakes, at its own option, to repair, replace or credit Products that prove to be defective at the time of delivery due to manufacturing, design and/or material defects, provided that the Buyer has submitted a complaint to CESTEK A/S within 12 months from the production date stated on the product label. If the Buyer discovers defects or deficiencies within the Liability Period, the Buyer must notify CESTEK A/S of any such defects or deficiencies in writing, and the Product must then be returned to CESTEK A/S or to another address determined and specified by CESTEK A/S, with freight and insurance paid by the sender, enclosed with a description of the reason for the return. If, however, CESTEK A/S’s examination shows that the Product is not defective, CESTEK A/S may return the Product to the Buyer at the Buyer’s expense and risk, and CESTEK A/S may charge for the time and materials used to examine the returned product. Under no circumstances is CESTEK A/S obliged to remove, replace or install Products that are built into other non-CESTEK A/S products. Under no circumstances shall replacement or repair be carried out outside CESTEK A/S’s address.

For Products delivered with embedded software, CESTEK A/S is not responsible for defects caused by the combination of products with hardware or software not manufactured or delivered by CESTEK A/S, the Buyer’s specifications diverging from agreed written specifications, defects and discrepancies not discovered by either CESTEK A/S or the Buyer during launch, quality testing and approval, failure to update software to the necessary extent, and changes or modifications to Products, except for changes or modifications made by CESTEK A/S or expressly approved in writing by CESTEK A/S. In the event of software errors and defects, the Buyer’s sole remedy and CESTEK A/S’s total liability are limited to CESTEK A/S procuring and/or replacing defective parts of the Products by delivering new software components to the Buyer. CESTEK A/S is not responsible for replacement of Products or parts of Products in the Buyer’s systems, including, but not limited to, any form of updates. Unless otherwise expressly stated in these terms, products are delivered “AS IS”, “AS AVAILABLE” and “WITH ALL FAULTS”, and CESTEK A/S disclaims all warranties of any kind, whether written, express or implied, including fitness for a particular purpose. The right to repair or replacement free of charge is conditional upon the Products having been used and maintained correctly, and not having been modified, opened, or subjected to wear and tear.

Product liability

CESTEK A/S is liable in accordance with applicable mandatory product liability legislation, but assumes no further liability beyond that specified in the legislation. Any product liability developed through case law is waived. The Buyer shall hold CESTEK A/S harmless to the extent that CESTEK A/S incurs liability towards third parties for any damage or loss for which CESTEK A/S is not liable towards the Buyer pursuant to the above.

Limitation of liability

CESTEK A/S is not liable to the Buyer for any of the following types of loss or damage arising out of or in relation to an agreement governed by these terms: 1) Any loss resulting from loss of production, profit, turnover, goodwill or expected savings, or 2) any loss or destruction of data, or 3) any other consequential loss or indirect loss. CESTEK A/S’s liability for loss or damage arising out of an agreement governed by these terms shall be limited to the total amount that CESTEK A/S has invoiced the Buyer for the agreement in question.

Export control

The Buyer acknowledges that CESTEK A/S is obliged to comply with applicable export/import laws and regulations relating to the sale, export, import, transfer, assignment, disposal and use of the Products. The Buyer warrants that the Products will not at any time, either directly or indirectly, be used, exported, re-exported, imported, sold, transferred, assigned or otherwise disposed of in a manner that will result in a breach of any export/import laws and regulations.

Force majeure

CESTEK A/S is entitled to cancel orders or postpone delivery of Products and is not liable for non-delivery, defective or delayed delivery which is wholly or partly due to circumstances beyond CESTEK A/S’s reasonable control, including, but not limited to, riots, civil unrest, war, terror, health crises, epidemics, pandemics, related governmental or legislative restrictions, fire, insurrection, requisition, seizure, embargo, or defective or delayed deliveries due to subcontractors, strike, lockout, downturn, lack of transport, material shortages and insufficient energy supply. All of the Buyer’s rights are suspended or lapse in such cases as described in this section. In the event of cancellation or delayed delivery, the Buyer may neither claim compensation nor otherwise assert any claim.

Confidentiality

The Buyer is obliged to keep information exchanged in connection with business dealings with CESTEK A/S strictly confidential vis-à-vis third parties.

Partial invalidity

If one or more of the provisions of these Delivery Terms are found to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected or impaired thereby.

Governing law and venue

Any disagreement or dispute between CESTEK A/S and the Buyer shall be settled under Danish law without regard to choice-of-law rules. Unless CESTEK A/S gives written consent to arbitration, which shall then take place in Copenhagen, any dispute shall be brought before the Court in Viborg or the Western High Court, depending on the nature of the case in question.

©CESTEK A/S