These terms of sale and delivery shall apply wherever there is no other written agreement. The buyer's purchasing terms shall not be applicable unless FSI Stump Cutters ApS (in the following referred to as FSI) has accepted them in writing.

The seller and the buyer shall only be deemed to have entered into an agreement after the seller has sent an order confirmation to the buyer.

The prices of products, spare parts and associated services shall follow FSI's current price list at the time when FSI confirms the customer's order, unless the parties have agreed otherwise in writing. All prices are exclusive of value added tax, packaging for transport and other public charges.

This is subject to reservations for price increases from sub-contractors and for adjustments of public charges, customs rates, currency exchange rates, prices of raw materials and freight costs. FSI shall be entitled at any time to adjust its price lists.

An offer shall apply for 30 days from the date it is given, and offers that have been given shall not be binding on the seller until the seller has accepted the buyer's order in an order confirmation. Offers are given with reservations for prior sales. If sub-contractors alter their prices or offers etc. to FSI, then FSI shall be entitled to withdraw the offer given by FSI.

Delivery clauses shall be understood in relation to the Incoterms (2020) referred to on entering into the agreement. Unless otherwise accepted by FSI in writing, delivery shall be made DAP (destination), Incoterms (2020).

Where there is no other agreement, FSI shall be entitled to choose the means of transport and transport routes. Shipping and insurance shall be at the customer's expense, regardless of Incoterms, unless there is a separate written agreement that FSI shall pay the shipping costs.

FSI shall not be liable for delays, unless it is substantiated that FSI or others for whom FSI is responsible have acted in gross negligence. Dispatch up to five days before or after a stated time of dispatch shall in every respect be deemed to be timely, unless otherwise agreed in writing.

Payment shall be made in accordance with the terms and conditions set out in the order/invoice, or otherwise net cash. Payment shall be made direct to FSI or to a bank account indicated by FSI. The buyer's costs in connection with the transfer shall be of no concern to FSI.

If the buyer does not pay by the due date, FSI shall be entitled to calculate a default interest on the amount due. At present, the interest amounts to 2% per month or part of a month on the remaining outstanding sum at any time. FSI will send regular reminders of due payments, to which a charge will be added in accordance with current legislation. If payment is delayed, FSI shall be entitled to hold back goods for other agreements already entered into, until payment is made. If a due payment is delayed for more than 30 days, FSI shall be entitled to cancel all agreements that have been entered into.

The customer may not make a set-off, and similarly, there shall be no entitlement to withhold payment or refuse to pay on the grounds of delay, complaint or counterclaim concerning the service or services delivered.

FSI may require suitable provision of security or advance payment before an order is accepted, and similarly, FSI shall be entitled to require payment on account. If FSI considers it relevant, after the agreement has been entered into, FSI may require suitable provision of security or payment in advance for completion of the order. Furthermore, FSI shall be entitled at any time to obtain credit information about the buyer, and to refuse delivery if the credit assessment is not satisfactory. If an order has been partially delivered at the time when the credit assessment is deemed to be unsatisfactory, and the customer does not provide security or pay in advance, FSI shall be entitled as far as possible to take back the products or services supplied.

The goods (including all accessories, documentation etc.) shall remain the property of FSI until all amounts relating to the delivery, including interest, charges etc. have been paid in full. The buyer shall not be entitled, without the acceptance of FSI, to move, pledge, lend or in any other way dispose over the object sold as long as the ownership title is reserved.

The buyer shall be obliged to keep the purchased item suitably insured until the ownership is transferred to the buyer.

The buyer shall check and examine the delivery immediately on receipt. Complaints about defects must be notified to FSI immediately, and not later than eight days after delivery. If the goods are visibly damaged, the complaint must be made not later than the day after receipt. In the case of incorrectly delivered goods, the complaint must be made within seven days of the invoice date. Notification of a defective or damaged delivery must be given in writing, making use of the "Delivery Claim Form" accessible at www.fsi.dk.

If a replacement order is required while the complaint is pending, the customer will normally be invoiced for it plus additional freight.

If, in spite of a complaint, the defect for which FSI is claimed to be liable does not exist, then FSI shall be entitled to a refund of expenses and compensation for any loss paid for or suffered by FSI as a result of the complaint.

FSI shall not be liable for any defects resulting from incorrect handling, transport or storage, or any other negligence by persons other than FSI. FSI's liability shall only cover defects which appear during normal and appropriate storage and use of the goods.

FSI offers a 12-month limited guarantee, which includes remedial action in the event of a fault or defect in the design or materials or a manufacturing error. The guarantee does not cover errors and defects that result from a failure to observe the maintenance instructions in the user manual, or incorrect assembly or dismantling, or changes made by the buyer after delivery, or the incorrect use of the delivered machine. If the buyer has used non-original parts in repairs or maintenance, the guarantee will in any circumstances be null and void.

The guarantee does not cover surface treatment, normal wear and tear and deterioration and replacement of wearing parts. FSI's obligations under the guarantee presuppose that the buyer can substantiate that a detected error or defect is not due to conditions not covered by the guarantee, see above.

A twelve-month guarantee is given on spare parts sold. No guarantee is given for wearing parts. Wearing parts are to be understood as including, but not limited to tyres, belts, clutches, bearings, batteries, teeth and holders, and parts exposed to normal wear and tear.

FSI shall be entitled and obliged to remedy all defects caused by faults of design, materials or production. FSI itself shall decide whether remedial action shall be in the form of repair or replacement of the defective part or parts. Where repairs are carried out, the buyer shall be obliged to deliver the item sold to a workshop indicated by FSI, and collect it, at no cost to FSI. When the defective part or parts are to be replaced, the buyer shall be obliged first to send the defective parts to FSI at no cost to FSI. FSI shall be entitled to make a repeat delivery of defective products. FSI shall not cover the costs of wages, accommodation and transport when carrying out guarantee work.

The buyer shall notify FSI in writing of any defect or deficiency in the goods sold within eight days of the date on which the error or defect was or should have been detected. If the buyer fails to notify FSI within the eight-day deadline, the buyer forfeits the right to put forward a claim in connection with the defect or deficiency in question. Apart from this, FSI shall not accept any liability for such defects or deficiencies. The same shall apply to any loss caused by the defect or deficiency, including indirect losses, operating losses, loss of time, loss of profit, loss of data, loss of good image and/or loss of goodwill.

When making a complaint under the guarantee, the buyer shall submit an original invoice showing the sales date, machine serial number, model, customer name and address, and the name and address of the dealer, if any. FSI shall be entitled to request documentation that service requirements have been complied with and conducted in accordance with user manuals, and that original parts have been used.

If FSI has not received a written complaint within the stipulated deadline, the buyer's right to complain shall lapse.

FSI shall only be liable for the provisions of the Danish Product Liability Act which cannot be derogated from by agreement. FSI thus excludes product liability on all other grounds. In terms of money, product liability shall not exceed the insurance sum of FSI's product liability insurance (DKK 10,000,000).

Furthermore, FSI shall not be liable for damage to real property or chattels which may occur while the goods are in the buyer's possession. Neither shall FSI be liable for damage to products manufactured by the buyer, or which include products manufactured by the buyer.

Under no circumstances shall FSI be liable for operating losses, loss of profit, agreed penalties, loss of time, loss of earnings, loss of data, loss of good image, loss of goodwill, or other indirect losses.

To the extent that third parties claim product liability from FSI, the buyer shall be obliged to indemnify FSI to the same extent to which FSI's liability is limited in accordance with this clause. It shall be the buyer's responsibility to take out adequate product liability insurance, and at the request of FSI to document that appropriate product liability insurance has been taken out.

The limitations of FSI's liability set out above shall not apply if FSI is guilty of gross negligence.

The buyer shall be obliged to notify the seller in writing, without undue delay, if damage involving product liability has occurred, or there is a risk of such damage occurring.

FSI and the buyer shall be mutually obliged to allow third parties to institute legal proceedings against them, in court or before an arbitration tribunal which hears claims for compensation, if claims are raised against either of them arising from injury, damage or loss stated to have been caused by the machinery. However, mutual relations between the buyer and FSI shall always be settled at the agreed venue in accordance with these sales and delivery terms.

FSI shall not be liable for failure to fulfil its obligations due to force majeure, including war, terror, civil unrest, government action or action by local authorities, strikes in violation of collective agreements, embargo on import or export, natural disasters, epidemics, delays in deliveries from sub-contractors or other events over which FSI has no control. In the event of force majeure, FSI shall be entitled wholly or partially to retract offers that have been given and to cancel orders that have not been delivered. If FSI wishes to claim force majeure, FSI shall be obliged to inform the customer of the situation in writing within eight days after the force majeure commenced.

Any dispute between the parties regarding this agreement shall be settled according to the rules of Danish law, with the exception of rules which entail the application of rules from abroad. Disputes shall always be settled out of court if possible.

If a dispute cannot be settled amicably, the dispute shall be settled by the Danish Institute of Arbitration (Copenhagen Arbitration). However, FSI may choose to bring the case before the District Court in Horsens, Denmark.