Any order is only effective when Buyer has received an acceptance in writing from DW (including in electronic form). For the avoidance of doubt, the decision to accept Buyer's offer to purchase the Products will at all times be made by DW.

Due to production procedures, changes and modifications to an order can only be implemented with the written acceptance of DW.

Products are delivered Ex Works – Lemvig, Denmark (EXW – Incoterms 2024) or from another place which may be designated by DW in its sole discretion. DW will arrange for transport according to Buyer's instruction, failing which DW has the right to send the Products to Buyer by any means of transport as chosen by DW. All costs (including, but not limited to, insurance) for transport are to be covered by Buyer and at the risk of Buyer.

Buyer is responsible, at its own cost, for acquiring any permit, approval or other consent by applicable authorities that are required for the supply, transport, installation or use of the Products.

Should DW discover any anticipated delay, DW is to inform Buyer of the reason and anticipated duration of the delay. DW is not liable for any delay in completion date or delivery date. Further, unless expressly agreed in writing by DW, the estimated date of delivery shall never be regarded as a deadline.

All prices are agreed in the denominated currencies in the order confirmation.

All prices for Products are exclusive of value added tax and any other fees and taxes. DW reserves the right to modify the prices for undelivered Products to compensate for any change in currency, price changes from subcontractors, increased cost of raw material, Force Majeure (defined below), changing market conditions or any other similar events.

Further, the quoted price of Products does not include duty, tariffs, taxes, freight costs, or similar charges, which shall be borne by Buyer, unless otherwise agreed upon in writing signed by an authorized officer of DW.

Disposable packaging material is included in the agreed prices and is not reimbursed by any eventual return. Reusable material is not included in the price, but will be reimbursed to Buyer upon return to DW according to the instructions of DW.

Unless otherwise agreed in the order confirmation, payment is due 14 days from the date of the invoice. In case of late payment, DW is entitled to an interest charge of the lesser of (a) 5% per month, or (b) the maximum rate permitted by applicable law. Buyer agrees to reimburse DW for any costs and expenses (including reasonable attorneys' fees or costs of collection agencies) in connection with the collection of any amounts owed to DW under these Terms.

For large or special orders, such as for example delivery of major components, an advance payment in full is due within 3 days from the receipt of the order confirmation.

Should the delivery of the Products be in several stages, DW is entitled to withhold delivery should Buyer be in payment default on a previous delivery.

Buyer hereby grants to DW a security interest in Products sold hereunder together with the proceeds therefrom to secure payment of the purchase price of such Products and agrees, and appoints DW its agent, to take all such action and to execute and file all such documents and instruments (including, but not limited to, UCC-1 financing statement) as may be necessary or reasonably requested by DW to perfect and continue DW's security interest hereunder.

Any product information coming from DW or its suppliers, including, but not limited to information on weight, dimensions, capacity or other catalogue technical data, description, prospectus, advertisement etc. is only to be considered as indicative unless DW expressly confirms such information in its offer or order confirmation. Specific demands from Buyer are only accepted by DW by express confirmation in writing by DW.

Any type of information not being in public domain, including, but not limited to drawings and technical documents, and other trade secrets being transferred to Buyer by DW (“Confidential Information”) is to remain the property of DW and is to be treated as confidential by Buyer. Except as is required by law Confidential Information is not to be distributed, reproduced or disclosed to any third party or used for any other purpose than intended by the transfer. Confidential Information (either in hardcopy or electronic form) is to be returned at the request of DW.

DW reserves the right to modify its Products without notice, provided such modifications do not materially change the technical specifications, size or function of the Products.

For a period of 36 months from the date of shipment to Buyer (“Warranty Period”), DW will replace or repair, as DW may choose, Products, which after investigation by DW are discovered not to comply with the order confirmation due to defects in material or workmanship. Buyer shall provide written notice to DW of the defect within the Warranty Period.

Any notice of defects by Buyer is to be submitted in writing to DW with a description of the alleged defects. If DW deems that the defect can be remedied at the DW workshop, Buyer will in agreement with DW send the Products to DW. Freight and insurance are to be paid by Buyer. The Products are to be returned without any auxiliary equipment installed except for any electronic equipment.

Should the investigation by DW conclude that there are no defects, DW will return the Products to Buyer, and Buyer will be invoiced for the costs of the investigation as well as transport and insurance cost. Should the investigation by DW find any defect, DW will repair or replace the product, at its sole discretion, and will take ownership of any replaced part of the replaced Product. DW chooses the form of transport and will cover the costs of freight and insurance.

Such repair or replacement is the sole remedy for Buyer for any defect in any Products. Any Product repaired or replaced pursuant to this warranty will be warranted for the remainder of the original warranty period.

DW is not liable for any defects, and any warranties or other demands for remedies are void, if (a) Buyer repairs, dismantles, or uses the Products outside their intended parameters, (b) the Products are consumed by normal wear and tear, (c) are disposable goods and have a normal lifetime inherently shorter than the Warranty Period; or (d) have been damaged due to negligent or faulty use, alteration, maintenance, storage or handling by Buyer and/or third parties.

For electrical components, products have been tested by the manufacturer before delivery, and hence any damage by faulty installation or use as indicated by damage by overcurrent or short circuit or other form of overheating caused by electrical current is not to be considered as a defect in the Product.

Any suggestions by DW or DW's agents regarding use, application or suitability of the Products shall not be construed as an express warranty unless confirmed to be such in writing by DW.

DW is not liable for any damages on property or material, while the Products are in possession of Buyer. DW is not liable for damages on products produced by Buyer or on products in which products produced by Buyer are included. Buyer is to indemnify and hold DW harmless, including reasonable attorney fees, for any product liability claims imposed on DW due to any such damages. Buyer is to be voluntarily included in any claim at court or arbitration panel judging such damages. If a third party presents a claim towards DW or Buyer, they are to inform the other party of such claim in writing without delay.

If applicable, buyer agrees to cause its customers and anybody in the chain of manufacturing supply and distribution, including the end customer, to be bound by limitations of liability substantially equal to those contained in these Terms. For the avoidance of doubt, this section 14 shall survive the termination or expiration of these Terms.

Due to continuous product development, DW reserves the right to modify the design and specifications of the Products without notice. All documents containing drawings, specifications, and information on weight, size, and illustrative material are not part of the order, unless expressly mentioned in the order confirmation.

Any notice for defects, delay, or product liability is to be submitted in writing to DW without delay. DW must be allowed to inspect Products while they are in the alleged defective condition. Use of allegedly defective Products must be suspended until written clearance is issued by DW for continued use.

If the Products are delivered with accompanying software, Buyer is buying a non-exclusive software license to use the software solely for the purpose described in the associated product description. Beyond this, Buyer is not acquiring or receiving any patent rights, owner's rights, copyright, trademark, or any other form of intellectual property rights associated with the Products. Buyer is not acquiring any right to any source codes of the software.

DW has the right to cancel orders or delay agreed delivery of Products, and is not liable or responsible for any failed or delayed delivery in part or full due to circumstances outside the reasonable control of DW, including but not limited to acts of God or nature, riot, war, terrorism, fire, public notices, strike, lock-out, slow-down, lack of means of transport, shortage in material, disease, or lack of power supply. Buyer's sole remedy in such cases is return of any advance payment and Buyer is not entitled to claim for or receive any damages or compensation from DW.

Except to the extent necessary for fulfillment of the obligations of the order, neither party has the right, without the consent of the other party, to disclose to a third party any such technical or commercial information that the other party at the time of order confirmation or later has indicated as being confidential.

Part or all of any provision of these Terms that is illegal or unenforceable under any applicable law may be severed from these Terms and the remaining provisions of these Terms shall continue in force.

Any dispute between the parties arising out of or in relation to an order or order confirmation regulated by these Terms, is to be decided under the laws of Denmark without regard to its conflicts of law provisions. Furthermore DW and Buyer both agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms or any transactions contemplated hereby.

Any dispute which cannot be resolved in good faith shall be settled by final and binding arbitration under the rules of the International Chamber of Commerce and shall take place in Copenhagen, Denmark. The arbitration language shall be English. The award by the arbitrator(s) shall be final and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

DW reserves the right at any time to amend these Terms. It is Buyer's responsibility to review these Terms prior to submitting each order. DW has no responsibility to notify Buyer of any changes prior to the effective date of changes.

These Terms and DW's acceptance form constitute the complete and exclusive statement of the agreement between the parties. They supersede all prior written and oral statements, including prior representations, statements, conditions, or warranties.