Terms and Conditions

Version 1.3, 6. January 2015

Exclusive Networks Terms and Conditions of Sale in Denmark

1. DEFINITIONS

In these conditions of sale the following terms shall have the meaning ascribed to them:

‘Exclusive Networks’ means Exclusive Networks Denmark

‘Customer’ means the person, firm or organization placing an order with Exclusive Networks

‘Order’ means acceptance of quotation, instruction to proceed or other confirmation by the customer

‘Equipment’ means hardware, software or other services ordered by the customer from Exclusive Networks

2. DELIVERY

2.1 If a delivery date is specified or otherwise given by Exclusive Networks, the same shall be taken as an estimate made by

Exclusive Networks in good faith and shall not be a term of the contract.

2.2 In no circumstances shall Exclusive Networks be liable for any loss or damage sustained by the Customer in

consequence of failure to deliver by such date.

2.3 Exclusive Networks’ liability shall, in respect of the Equipment or any part thereof, cease on delivery to the Customer’s

premises and all subsequent risk shall pass to the customer.

3. PRICE

3.1 Unless the quotation in writing given by Exclusive Networks expressly provides that the price shall remain firm for a

specified period the prices quoted shall be subject to increases reflecting any increase in Exclusive Networks’ costs in

respect of materials, labour, services or transport or changes in exchange rates between the date of order and date of

dispatch

3.2 Unless stated otherwise, prices do not include tax insurance, freight and delivery costs.

4. PAYMENT

4.1 Unless otherwise agreed in writing, payment is due to Exclusive Networks with order except where the Customer

establishes and maintains a satisfactory credit arrangement with Exclusive Networks. Under the terms of credit payment

the Customer shall pay all invoices not later than 14 days after date of invoice.

4.2 Exclusive Networks reserve the right to impose a surcharge equating to 3% over Danske Bank A/S (Denmark) base rate

for lending on accounts, which exceed these payment terms.

5. CANCELLATION

Orders may not be cancelled without the prior written agreement of Exclusive Networks.

6. RETURNS

Goods returned to stock in special circumstances only.

6.1 Such goods will only be accepted for return if (a) approved by Exclusive Networks and covered by an official returns

number issued by Exclusive Networks and (b) the intention to return is notified within 7 days of delivery.

6.2 Goods not in their original packing or damaged will not be accepted.

6.3 A restocking charge of 20% of the value of the Equipment will be payable, if a no-return policy applies from the vendor

in question.

6.4 Exclusive Networks’ obligation for the defective Equipment shall be limited to the repair or replacement (at its option)

pursuant to provisions of Clause 7.

7. WARRANTY

7.1 Unless otherwise agreed in writing the Equipment purchased hereunder is warranted on a return to depot basis against

defects in workmanship and materials under normal and proper use and conditions in its unmodified condition for a period

of 90 (ninety) days from date of delivery or within the manufacturer’s warranty period.

7.2 As a Condition of this Warranty the Customer must:

(i) Ship the Equipment to Exclusive Networks’ Depot transportation prepaid and,

(ii) Include the returned Equipment a written description of the claimed defects and, Notify Exclusive Networks within 14

days of the fault complained of arising. If Exclusive Networks determines that the Equipment returned to it for warranty

correction is not defective as herein defined, the Customer shall pay Exclusive Networks all costs of handling, diagnosis and

transportation.

7.3 Exclusive Networks’ sole responsibility under the above warranty shall be at its option to either repair or replace the

Equipment and/or components which fail during the Warranty period due to defects in workmanship and material

provided the customer has promptly reported the same to Exclusive Networks in writing and Exclusive Networks has upon

inspection found such equipment and/or components to be defective.

7.4 All replaced Equipment shall become Exclusive Networks’ property.

7.5 This warranty does not apply to Equipment or components which have been altered, treated, processed or worked

upon while in the customer’s hands other than in the ordinary course of installation in accordance with Exclusive

Networks’ Installation Manual or operated in accordance with the recommendations of Exclusive Networks or

manufacturer.

7.6 Save as aforesaid all express or implied conditions or Warranties statutory or otherwise as to the state, quality, fitness,

suitability or performance of the Equipment and components are expressly excluded.

8. PATENTS

8.1 The Customer agrees to notify Exclusive Networks promptly in writing of any action (and all prior claims related)

brought against the Customer claiming that the Customer use or resale of Exclusive Networks’ products infringes a Patent

or copyright.

8.2 In the event that an injunction shall be obtained against the Customer’s use of the product by reason of such

infringement Exclusive Networks will at its option and at its expense either procure replace or modify the same so that it

becomes non-infringing or if the above is not reasonably feasible grant the Customer a credit for the normal depreciated

value of the product.

8.3 Exclusive Networks will not be liable if the alleged infringement is based upon:

(a) The use of the Equipment in combination with equipment not sold by Exclusive Networks and,

(b) The furnishing to the customer of any information, data, service or application assistance.

8.4 The foregoing states the entire liability of Exclusive Networks for infringement by the equipment purchased.

8.4 Exclusive Networks retains all rights of Patent Design Copyright or otherwise in connection with Equipment supplied

under the Contract.

9. PRODUCT SPECIFICATION CHANGES

Exclusive Networks reserves the right without prior approval from, or notice to, the Customer to make changes to the

Equipment:

(a) Which do not affect the physical function or inter-changeability or performance assembly or,

(b) Which are required for purposes of safety or,

(c) Which meet Exclusive Networks’ equipment specification.

10. PROPERTY

10.1 All Equipment delivered by Exclusive Networks to the Customer shall remain the property of Exclusive Networks (and

legal ownership shall remain vested in it) until the Customer has met all outstanding debts and other contractual

obligations in relation to the Equipment.

10.2 Until such time as the Customer has paid un full all monies owing for any equipment supplied by Exclusive Networks

the Customer shall keep in a fiduciary capacity for Exclusive Networks and shall take all steps necessary to ensure that the

same are kept in a safe place and are properly insured to their full value while in the Customers custody.

10.3 Should the customer fail to complete the payment within the time stipulated or be in default of payment for any

other reason then Exclusive Networks shall be entitled to stop all delivery of equipment whether such deliveries relate to

the Contract under which the debt is still owed or not.

10.4 Exclusive Networks will in addition be entitled to terminate all outstanding orders and to repossess immediately all

equipment which is its property under sub-clause (1) and (2) of this Clause and the Customer expressly grants Exclusive

Networks the right of entry on its premises to exercise such right of repossession.

11. LOSS OR DAMAGE IN TRANSIT

11.1 Exclusive Networks will entertain no claim for loss or damage to the equipment delivered unless notification of the

nature and extent of such a claim is received by Exclusive Networks within ten days.

11.2 The liability of Exclusive Networks shall in no circumstances exceed the invoiced value of the goods lost or damaged.

12. CUSTOMERS DEFAULT

If the customer shall make default in or commit any breach of any of his obligations to Exclusive Networks or if any distress

or execution shall be levied upon the Customer his property or assets or if he (the Customer) shall compound with his

creditors or commit any act of bankruptcy presented or made against him, or if the Customer shall be a limited company

and any resolution or petition to wind up such company’s business shall be made, passed or presented otherwise than for

reconstruction or amalgamation or if a receiver of such company’s undertaking property or assets or any part thereof shall

be appointed Exclusive Networks shall have the right forthwith:

(a) To determine any order then subsisting and upon written notice of such determination being posted to the Customer’s

last known address any subsisting order shall be deemed to have been determined without prejudice to any claim or right

Exclusive Networks might otherwise make or exercise.

(b) To recover at the Customer’s expense and without demand, all Equipment which remains Exclusive Networks property

pursuant to Clause 12 above.

13. CONFIDENTIALITY

13.1 The Customer and Exclusive Networks undertake that they will keep confidential and not disclose to any third party

without the other’s prior consent in writing any drawings or information (whether of a Commercial or Technical nature)

required in connection with the Equipment.

13.2 Exclusive Networks and the Customer shall only divulge confidential information to those employees who are directly

involved in the Contract and will ensure that those employees are bound by the requirements of the Clause.

14. INDEMNITY

14.1 Exclusive Networks shall indemnify the Customer against any claims arising out of the death or physical injury of

persons caused by the defects in any of the equipment supplied by Exclusive Networks.

14.2 Exclusive Networks shall indemnify the Customer against any claims arising from direct damage to property caused by

any defect in the Equipment or by negligence of Exclusive Networks’ employees in connections with the performance of

their duties. Exclusive Networks’ total liability under this Clause shall be limited to the value of the Equipment for any one

event or connection of events.

14.3 In no event shall Exclusive Networks be liable to the Customer for loss of use, profits or contracts or any other indirect

or consequential damages or losses however arising.

15. SOFTWARE

15.1 With regard to any Software developed or provided by Exclusive Networks or licensed by it specifically for the Order

the title thereto shall remain in Exclusive Networks or the licensor (as the case may be) but Exclusive Networks shall grant

to the Customer the free and unfretted rights to use and modify such Software for his own use. Exclusive Networks shall

not be responsible for any defect in such Software should the Customer modify the same.

15.2 With regard to any software supplied under the order over which Exclusive Networks and/or third parties hold title of

other rights. Exclusive Networks shall permit or procure for the Customer (as the case may require) the right to use and

apply that Software in the operation of the Equipment.

15.3 With regard to any Software, which is referred to in sub-clause 2 above the Customer undertakes not to disclose or

make available any part or parts thereof to any third party without the prior, written consent on Exclusive Networks.

15.4 Software is supplied on the terms of the License Agreement provided with the equipment which is to be read in

conjunction with these General Conditions of Sale.

16. MISCELLANEOUS

16.1 The Waiver by Exclusive Networks of any breach of any term of this Agreement shall not prevent the subsequent

enforcement of that term and shall not be deemed a waiver of any subsequent breach.

16.2 The Customer is an independent party and shall not have the authority to act for and /or bond Exclusive Networks in

any way or to represent that Exclusive Networks is in any way responsible for acts of the Customer.

16.3 Either party hereunder may assign neither this Agreement nor any rights without the prior written consent of the

other.

16.4 Danish Law shall govern this Agreement.

16.5 Neither party shall be responsible for any failure to perform or delay in performance of the Contract due to Act of

God, Embargo or Government, War or Strikes.

16.6 Exclusive Networks shall not be liable for any breach of the Conditions arising as a result of war, riot, explosion, fire,

flood, strike or shortage of materials or labour.

16.7 If any of these Conditions or part thereof are held to be illegal then such Conditions or part thereof shall be severable

and in no way invalidate the remainder.

Terms and Conditions