Terms and Conditions

General Sales Terms and Conditions

Peak Biotech A/S

Version: 2026-01 Applies to: All quotations, offers, orders, sales and deliveries unless otherwise agreed in a written contract signed by an authorised representative of Seller.

Application of Terms and Order of Precedence

1.1 These General Sales Terms and Conditions ("T&Cs") apply to all quotations, sales and deliveries of equipment, spare parts, software and services ("Equipment"), unless otherwise agreed in a written contract signed by Seller.

1.2 Any terms proposed by the customer ("Customer") that deviate from or add to these T&Cs shall have no effect unless expressly accepted in writing by Seller.

1.3 The parties' written agreement, including purchase orders accepted by Seller, is referred to as the "Contract".

1.4 The order of precedence shall be as follows: (i) the Contract, including any agreed scope matrix and signed change orders; (ii) these T&Cs; (iii) the Seller's quotation and technical documentation; and (iv) Incoterms® 2020.

1.5 These T&Cs are deemed accepted upon signature of the Contract or by Customer's receipt of the Equipment.

1. Definitions

1.1 Scope of Supply: The Equipment and services expressly listed in the Contract.

1.2 Site Services: Installation, commissioning, testing, training, and on-site work carried out by Seller.

1.3 Working Day: A day other than Saturday, Sunday and public holidays at Seller's location.

1.4 Seller: Peak Biotech A/S, Boegeskovvej 18A, 3490 Kvistgaard, Denmark.

1.5 Customer: Purchaser of equipment and services from Seller according to identification in the Contract.

2. Scope of Supply and Responsibilities

2.1 Seller's Scope of Supply is strictly limited to what is stated in the Contract.

2.2 The following are excluded unless expressly included: civil works, utilities, raw materials, consumables, lifting equipment, waste handling, environmental permits, and facility certifications.

2.3 Any doubt regarding responsibility allocation must be clarified in writing before manufacture or shipment.

3. Contract Formation and Changes

3.1 Seller's quotations are invitations to treat and are valid for 30 calendar days unless otherwise stated.

3.2 Customer's Purchase Order is not binding until formally accepted in writing by Seller.

3.3 Seller's acceptance of any purchase order or contractual document is only valid if issued in writing by an authorised representative of Seller who is expressly empowered to enter binding commercial and financial commitments on behalf of Seller. No other communication or conduct by Seller's employees, agents or representatives shall constitute acceptance or otherwise bind Seller.

3.4 A list of Seller's authorised signatories may be provided upon request and may be updated by Seller without notice.

3.5 Changes to the Equipment and design must be agreed in a written change order signed by both parties, ref. section 5.4.

3.6 If Customer requests changes to the Purchase Order and/or Change Order, Seller is entitled to payment for additional costs and schedule adjustments.

4. Documentation and Approvals

4.1 Documentation provided by Seller shall be deemed correct unless Customer notifies Seller of specific deviations within the review period defined below.

4.2 Customer shall perform a structured and consolidated review of each document package. Customer should ensure that all internal stakeholders review the documents within the same review window.

4.3 Customer shall provide all comments according to the agreed project plan. Failure by the Customer to provide comments within the agreed review period shall constitute approval of the documentation, provided that such approval does not relate to deviations from mandatory safety, regulatory or statutory requirements.

4.4 Comments must be limited to deviations from agreed specifications. Change requests, suggestions, optimisations or preferences shall be handled as Change Orders.

4.5 Any comments provided after the review period (i) shall have no effect unless expressly accepted by Seller, and (ii) shall be treated as a Change Order with full impact on price, lead time and resource allocation.

4.6 Seller will resubmit revised sections only. Customer shall respond within 5 Working Days. New comments which contradict prior approvals are not permitted unless treated as Change Orders.

4.7 Any delay caused by Customer's late, incomplete or inconsistent comments shall entitle Seller to (i) schedule extension equal to the delay plus reasonable recovery time, and (ii) reimbursement for additional engineering, project management and re-planning costs.

4.8 Approval, including deemed approval, does not relieve Seller of design responsibility except where Seller has implemented Customer's explicit instructions against Seller's recommendation.

5. Site Services and Site Readiness

5.1 If the Contract includes any site services, including installation, erection work, supervision, testing, commissioning, training or other on-site activities ("Site Services"), Seller shall have full, continuous and unrestricted access to and use of the site, facilities and relevant systems at all times required by Seller to perform the Site Services.

5.2 All work, materials, utilities, preparations and prerequisites not included in Seller's Scope of Supply shall be fully completed by Customer or its contractors in accordance with the Contract schedule and in a manner that enables Seller to commence Site Services immediately upon arrival, without delay, obstruction or hindrance. Customer shall ensure, at minimum, the following site readiness conditions:

all civil, structural and mechanical works completed;
all utilities available, stable and within specification (e.g., electricity, water, compressed air, steam, HVAC);
all foundations and anchor points prepared;
free and safe access routes for equipment, tools, lifting devices and personnel;
all required permits, approvals, safety clearances and work authorisations obtained.
trained, qualified and competent personnel required by Seller to perform the Site Services;
safe, certified and operational lifting, handling and transport equipment (including cranes, forklifts, hoists);
a lockable, dry and secure room for storage of Seller's tools, parts and materials;
adequate lighting, ventilation, and, where necessary, heating or temperature control;
compliance with all applicable safety regulations, including provision of PPE, first aid facilities and site induction.
Order / Down Payment – 40% Payable within 7 calendar days of Seller's invoice and prior to commencement of engineering or manufacturing. No work will begin before this payment is received.
FAT (Factory Acceptance Test) – 50% Payable upon Seller's written notification that the Equipment is ready for FAT. This payment falls due regardless of whether Customer attends the FAT or delays the test. Seller may conduct FAT without Customer's presence if Customer fails to attend on the notified date.
SAT (Site Acceptance Test) / Commissioning / Final Installation – 10% Payable upon successful completion of Site Acceptance Test (SAT), or upon substantial completion of installation/commissioning, or upon first commercial use of the Equipment — whichever occurs first.
the Equipment has been installed, operated and maintained strictly in accordance with Seller's written instructions and manuals;
the Customer notifies Seller in writing of the defect within ten (10) calendar days after discovery, including a detailed description of the issue;
the defect occurs within the earlier of: (a) eighteen (18) months from shipment or dispatch, or (b) twelve (12) months from installation/commissioning by Seller;
the Equipment has not been repaired, modified, altered or relocated by anyone other than Seller or with Seller's prior written authorisation.
the claim does not arise from: (i) combination or interconnection of the Equipment with goods, parts, software or systems not supplied or approved by Seller; (ii) compliance with Customer's designs, instructions, specifications or processes; (iii) modifications made without Seller's prior written consent; (iv) patents issued after the date of the Contract; (v) patents owned or controlled by Customer or its affiliates;
Customer notifies Seller in writing within ten (10) calendar days after becoming aware of the claim and provides all documentation and information under Customer's control relating to the claim;
Customer grants exclusive control over the defence and settlement of the claim to the Seller and does not compromise, settle, admit liability or take any action affecting the defence without Seller's written consent.
The other party fails to pay any monetary obligation when due under the Contract and does not remedy such failure within thirty (30) calendar days after receiving written notice thereof.
The other party fails to perform any material non-payment obligation under the Contract and does not commence to cure such failure within thirty (30) calendar days of receiving written notice or thereafter fails to diligently pursue such cure to completion.
The other party becomes bankrupt, insolvent, or is otherwise unable to pay its debts as they become due.

5.3 Seller may rely on Customer's written confirmation of readiness.

5.4 If the site is not ready upon Seller's arrival, or if readiness cannot be maintained throughout Site Services, Seller is entitled to: (i) full reimbursement of all additional costs, including waiting time, travel, accommodation, re-planning and idle engineering resources; and (ii) an extension of all deadlines equal to the delay caused, plus reasonable recovery time.

5.5 Customer shall provide, at its own cost and responsibility:

5.6 Seller may refuse to use Customer's equipment or personnel if considered unsafe or unsuitable.

5.7 Customer shall ensure that the site complies with all applicable health, safety and environmental regulations, and that the working environment is safe for Seller's personnel. Customer shall immediately notify Seller of any known hazards or risks. Seller may suspend work if safety conditions are inadequate, without liability.

5.8 Customer shall indemnify, defend and hold Seller harmless from any losses, injuries, damages, fines or claims arising out of or relating to: (i) unsafe site conditions; (ii) acts or omissions of Customer's employees or contractors; (iii) use of Customer-provided equipment; except to the extent caused by Seller's gross negligence or wilful misconduct.

5.9 Any Customer-caused delay in Site Services – including, but not limited to, lack of readiness, missing utilities, unavailable personnel, inadequate safety conditions, or late approvals – shall entitle Seller to equitable adjustment in schedule, costs, and resource allocation.

6. Prices, Invoicing and Payment

6.1 Prices are exclusive of VAT, sales tax, duties, import/export fees, customs, insurance and any similar charges unless expressly stated otherwise in the Contract. Payments shall only be considered effected when the full amount is received as immediately available funds in Seller's designated bank account, in the currency stated in the Contract. All bank charges, transfer fees, currency conversion costs and similar transaction costs are borne exclusively by Customer.

6.2 Seller may issue invoices according to the Contract schedule, including for partial shipments, partial deliveries and completed milestones. Customer shall notify Seller in writing of any specific and substantiated objections to an invoice within 10 calendar days of receipt; undisputed amounts remain payable when due. Absent timely written objections, the invoice is deemed accepted.

6.3 Unless otherwise agreed in the Contract, payment is due 30 days net from invoice date. Any down payment stated in the Contract is due within 7 calendar days from invoice date and must be received before engineering or manufacturing commences.

6.4 Unless otherwise agreed in the Contract, the Contract price shall be invoiced and payable in the following instalments tied to milestones:

6.5 Any down payment or milestone payment shall be non-refundable to the extent the Seller has incurred costs, made commitments or performed work in reliance on the Contract, including commitments to subcontractors and suppliers. Termination of the Contract, for whatever reason, shall not affect the Seller's right to payment for Equipment manufactured, procured or configured, or services performed, prior to termination.

6.6 Customers may not withhold, delay or set off any payment due to counterclaims, defects or delays except as required by mandatory law. Minor defects or punch list items that do not materially prevent commissioning or safe operation shall not justify withholding any milestone payment; such items will be remedied in due course under warranty or as part of the SAT process.

6.7 If delivery, FAT, SAT, installation, commissioning or any milestone is delayed due to Customer or its contractors (including lack of approvals, unreadiness, missing utilities, access or safety), the corresponding invoice remains payable as if the milestone had occurred, and Seller is entitled to adjust the schedule and to reimbursement of documented additional costs (e.g., storage, re-planning, demobilisation/remobilisation, idle time).

6.8 Overdue amounts accrue interest at 1.5% per month (or the maximum permitted by applicable law) from the due date until paid in full. If any amount remains unpaid, Seller may, after 5 calendar days' written notice, suspend performance, withhold shipment, deny access to Site Services, and adjust the delivery schedule. All resulting delays and costs are for Customer's account.

6.9 Seller may allocate incoming payments to the earliest outstanding invoices, interest and costs, at Seller's discretion, unless Customer's remittance advice expressly and reasonably specifies another allocation accepted by Seller in writing.

6.10 All amounts are payable free and clear of any deductions or withholdings, except as required by law. If Customer is required to withhold tax, the amounts payable to Seller shall be grossed-up so that Seller receives the same net amount as if no withholding had been required. Where authorities impose duties, taxes, assessments or charges on Seller in the country of delivery or installation, Customer shall reimburse Seller such amounts upon documented demand.

7. Delivery and Risk

7.1 Delivery shall take place in accordance with the delivery term stated in the Contract and interpreted under Incoterms® 2020. If no delivery term is stated, delivery shall be FCA Seller's address (Incoterms® 2020). The agreed Incoterm governs transfer of risk, responsibilities for transport, export/import clearance and insurance. Any delivery period or date stated by Seller is an estimate unless expressly defined as binding in the Contract. Seller shall use commercially reasonable efforts to meet the schedule, and Customer shall provide all information, approvals and documentation necessary for shipment in due time.

7.2 If the Equipment is ready for shipment according to the Contract but Customer cannot accept delivery, provide shipping instructions or complete required documentation (including import permits or duties), Seller may store the Equipment at Customer's risk and cost. Storage, handling, insurance and administrative charges shall be reimbursed by Customer. Risk of loss or damage shall pass to Customer in accordance with the agreed Incoterm, even where Seller undertakes installation, commissioning or other Site Services after delivery.

7.3 Seller may deliver the Equipment in partial deliveries, split shipments or from multiple locations unless otherwise agreed. Each partial delivery may be invoiced separately. If the Contract requires pre-shipment inspection such as FAT, Seller shall notify Customer when the Equipment is ready. Customer's failure to attend shall not delay shipment; the Equipment may be shipped or deemed accepted for shipment regardless.

7.4 Seller shall pack the Equipment in accordance with standard industry practices suitable for the agreed delivery method. Packing measurements and weights are indicative only. Seller shall provide standard transport and export documentation according to the agreed Incoterm. Any additional documentation required by Customer shall be invoiced separately. Customer is responsible for all import duties, taxes, customs clearance, certificates and permits unless otherwise agreed.

7.5 Seller is not liable for delivery delays caused by events beyond its reasonable control, including transport delays, customs inspection, regulatory approvals, missing documentation or unsafe unloading conditions at Customer's site. Seller is entitled to extend the delivery schedule, invoice reached milestones and recover additional documented costs.

7.6 Unless expressly included in Seller's Scope of Supply, unloading, lifting, internal transport and placement of the Equipment at Customer's site remain the responsibility, cost and risk of Customer. Seller's personnel are not required to operate Customer's lifting equipment unless otherwise agreed in writing.

7.7 Delivery is deemed completed when the Equipment is handed over in accordance with the agreed Incoterm. Customer shall visually inspect the Equipment upon receipt and notify Seller of transport damage or discrepancies within seven (7) calendar days; failure to do so constitutes acceptance.

7.8 If Customer refuses or delays delivery or unloading, Seller may store or return the Equipment at Customer's cost and risk, invoice the Equipment as delivered, and recover all documented storage, handling, insurance and transport-related expenses.

8. Retention of Title

8.1 Title to the Equipment shall remain the sole property of the Seller until Seller has received full and unconditional payment of all amounts due under the Contract, including all payments for Equipment, spare parts, software licences and Site Services.

8.2 Retention of title shall not affect the passing of risk of loss or damage, which passes to the Customer in accordance with the agreed Incoterm.

8.3 Until full payment has been received by Seller, the Customer shall not sell, lease, pledge, transfer, grant security in, or otherwise dispose of the Equipment without the Seller's prior written consent. The Customer shall keep the Equipment clearly identifiable as Seller's property and store and maintain it in good condition.

8.4 The Customer shall insure the Equipment at its own cost against loss or damage for at least its full replacement value until title passes. Upon Seller's request, Customer shall provide evidence of such insurance.

8.5 If the Customer fails to make any payment when due, or if insolvency, restructuring, bankruptcy, enforcement or similar proceedings are initiated against the Customer, Seller may, without limiting any other remedies, require the immediate return of the Equipment and may enter Customer's premises to recover it, to the extent permitted by applicable law. All costs associated with recovery shall be borne by the Customer.

8.6 Retention of title shall apply to the fullest extent permitted by applicable law. If registration, filing, notification, stamping or other formalities are required in the country of delivery or installation to protect or perfect Seller's retention of title, the Customer shall assist Seller with all such formalities and bear the associated costs.

9. Inspection and Transit Damage

9.1 If the delivery terms in the Contract require that the Seller arranges shipment and/or insurance, the Customer shall inspect the Equipment immediately upon arrival at the point of delivery and shall notify the Seller in writing of any visible loss, shortage or damage within seven (7) calendar days of receipt. Failure to notify Seller within this period shall constitute full acceptance of the delivery and a waiver of any claim relating to loss or damage in transit, and the Customer shall remain obliged to make payment in accordance with the Contract.

9.2 Seller's liability for any transit loss or damage is strictly limited to the repair or replacement of the portion of the Equipment that Seller, after inspection, determines to have been damaged or lost prior to the passing of risk under the agreed Incoterm. Seller shall have no liability for any costs incurred by the Customer in relation to such loss or damage unless such costs were agreed in advance and in writing. Under no circumstances shall Seller be liable for consequential, indirect or special losses arising from transit damage.

9.3 If the Customer fails to provide timely access, information, documentation or cooperation necessary for Seller to process a transit damage claim with the carrier or insurer, any resulting loss shall be borne by the Customer.

9.4 Where shipment is arranged under Incoterms where Customer bears the risk during transport (e.g., FCA, FOB, EXW), Seller shall have no liability for loss or damage occurring after the Equipment has been delivered in accordance with that Incoterm. Claims shall in such cases be made directly against the carrier or insurer appointed by the Customer.

10. Acceptance

10.1 The Customer shall examine the Equipment without undue delay after delivery and shall notify the Seller in writing of any defects without undue delay after the defect was or should have been discovered. Failure to notify the Seller within such time shall result in forfeiture of the Customer's right to invoke the defect. No claims may be made after expiry of the applicable warranty period, and in any event not later than the absolute cut-off specified in this Contract.

10.2 If the Customer uses, operates or otherwise puts the Equipment into service prior to completion of any acceptance procedures or tests specified in the Contract, the Equipment shall be deemed accepted at the time of first use. Following such deemed acceptance, the Customer shall not make any claim for failure to meet acceptance criteria, performance parameters or other contractual requirements relating to acceptance.

10.3 The Customer shall not refuse acceptance of the Equipment, in whole or in part, due to defects, deviations or non-conformities that do not materially impair the safe, efficient and intended operation of the Equipment. Such non-material issues shall be recorded on a punch list and remedied by Seller within a reasonable time without affecting acceptance.

10.4 Acceptance shall occur upon the earliest of: (a) successful completion of the agreed acceptance test(s); (b) first commercial or operational use of the Equipment by the Customer; or (c) the date on which the Equipment should reasonably have been accepted had the Customer not delayed, failed to attend, or otherwise prevented the acceptance process.

10.5 If acceptance tests are delayed or prevented due to circumstances attributable to the Customer, the Equipment shall be deemed accepted no later than ten (10) calendar days after Seller has notified the Customer in writing that the Equipment is ready for acceptance testing.

10.6 Minor defects identified during acceptance testing that do not materially impact the Equipment's function, safety, or performance shall not prevent or delay acceptance. Seller shall remedy such defects in accordance with the warranty provisions, but acceptance shall take place without delay.

10.7 Any refusal of acceptance must be justified in writing and based solely on material defects that prevent safe and intended operation of the Equipment. Failure to provide such justification within the timeframe specified for acceptance shall result in automatic deemed acceptance.

11. Warranty

11.1 Seller warrants that the Equipment shall be free from defects in materials and workmanship under normal and proper use, operation and maintenance. Subject to the conditions below, Seller shall, at its option, repair or replace the defective part, or arrange such repair or replacement through an authorised representative. This warranty applies only if:

11.2 At its sole discretion, Seller may instead satisfy its warranty obligations by refunding the purchase price for the defective Equipment (or relevant components) against its return. The warranty applies only to Equipment expressly included in Seller's Scope of Supply.

11.3 The warranty does not cover defects, losses, failures or damages arising from or related to: (i) use of non-original spare parts or consumables; (ii) use of unsuitable, contaminated or out-of-spec lubricants, utilities, solvents, buffers or chemicals; (iii) use of unsuitable, contaminated or out-of-spec feed, process inputs or raw materials; (iv) any modifications, repairs or adjustments made without Seller's prior written consent; (v) Customer's failure to provide proper environmental protection, including humidity control, temperature stability, vibration control or cleanliness; (vi) any external conditions, misuse, operator error, negligence, accidents or other causes not attributable to Seller.

11.4 If the defect is caused by faulty computer hardware, software or sub-components sourced from original manufacturers or subcontractors, Seller's obligation is limited to transferring to Customer the benefit of any warranty provided by such suppliers, to the extent permitted.

11.5 Except as expressly stated in the Contract or in these T&Cs, Seller provides no other warranties, express or implied. All implied warranties, including but not limited to merchantability, fitness for a particular purpose, process performance, or suitability for Customer's intended use, are expressly disclaimed to the fullest extent permitted by law.

11.6 Repairs, replacements or corrections carried out under this warranty do not extend or restart the warranty period. Repaired or replaced parts are warranted only for the remainder of the original warranty period or ninety (90) days, whichever is longer.

11.7 All replaced parts become the property of Seller upon removal. Customer shall provide reasonable access, utilities and support required for warranty service; failure to do so suspends Seller's warranty obligations until compliance.

12. Intellectual Property and Confidentiality

12.1 All know-how, technical information, drawings, designs, specifications, software, data, documents and other materials supplied by Seller in connection with the Contract ("Confidential Information") are confidential and shall be kept strictly confidential by the Customer. Customer shall not disclose Confidential Information to any third party or use it for any purpose other than the performance of the Contract, except with Seller's prior written consent or where the information becomes publicly available through no breach by Customer.

12.2 All intellectual property rights, including but not limited to copyrights, patents, designs, trade secrets, software, technical documentation and know-how relating to the Equipment or provided under the Contract, shall remain the exclusive property of Seller (or its licensors or subcontractors). No rights or licences are granted to Customer beyond those necessary for the installation, operation and maintenance of the Equipment as delivered.

12.3 Customer shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, analyse, replicate, modify or otherwise attempt to derive the design, source code or underlying structure of the Equipment or any part thereof without Seller's prior written consent.

12.4 Seller shall indemnify and hold Customer harmless against any damages awarded in a final judgment relating to a third-party claim that the Seller-designed portions of the Equipment infringe a valid patent in the country where the Equipment is installed, provided all of the following conditions are met:

12.5 Seller shall have the right to modify the Equipment, replace any component with a non-infringing alternative, or refund the purchase price against return of the infringing Equipment. This clause sets forth Seller's sole and exclusive liability for any claim relating to intellectual property infringement.

12.6 Customer shall indemnify, defend and hold Seller harmless from and against any and all claims, damages, liabilities and costs arising from or relating to: (a) Customer's products manufactured using the Equipment; (b) Customer's specifications, designs, processes or instructions; and (c) Customer's use, modification, combination or integration of the Equipment with any third-party product, software or system.

12.7 Software Licence

12.7.1 Where the Equipment includes software, firmware or embedded control systems, the Seller grants the Customer a non-exclusive, non-transferable and non-sublicensable licence to use such software solely for the Customer's internal operation of the Equipment as delivered.

12.7.2 The Customer shall not copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the software. The licence shall automatically terminate upon termination of the Contract or the Customer's failure to make payments when due.

12.8 The Seller is responsible only for the functionality of any software or digital components as delivered. The Customer is solely responsible for its IT environment, including networks, interfaces, cybersecurity measures, system integration, data backups and operational continuity.

12.9 The Seller shall not be liable for any losses arising from cybersecurity incidents, data loss, system downtime or unauthorised access, except to the extent caused by the Seller's wilful misconduct or gross negligence.

13. Compliance and Safety

13.1 The performance of the Contract is subject to compliance with applicable export control laws, trade restrictions and sanctions regulations. Delivery of Equipment and performance of services are conditional upon the issuance and continued validity of all required export and import licences and governmental approvals. If no requirements are stated, the Equipment shall be designed in accordance with generally accepted international engineering practices for comparable equipment. If any such licence or approval is denied, revoked or delayed, the Seller shall be entitled to suspend or terminate the affected part of the Contract without liability. In such event, the Customer shall pay the Seller for all Equipment manufactured or procured, services performed, and documented costs incurred up to the date of suspension or termination.

13.2 If the agreed rules change, are newly enacted, or re-interpreted after the quotation date, and such change affects the Equipment, documentation, approvals, delivery schedule or Seller's costs, the parties shall agree an equitable adjustment to price, delivery schedule, payment terms and any other affected provisions.

13.3 Customer is responsible for obtaining and maintaining, at its own cost, all permits, approvals, licences and facility certifications required to own, install, test, commission, operate and maintain the Equipment at the site, including any environmental, building and occupational health and safety approvals.

13.4 The parties shall comply with all applicable export control and sanctions laws and regulations. Deliveries and services are conditional upon obtaining any required export/import licences. Seller may suspend or cancel performance if a licence is denied, revoked or not reasonably obtainable; Customer shall pay for work performed and documented costs incurred.

13.5 The parties shall comply with all applicable anti-bribery and anti-corruption laws and maintain adequate procedures to prevent bribery. Neither party shall offer, promise, give, request or accept any undue advantage in connection with the Contract.

13.6 To the extent personal data is processed, each party shall comply with applicable data protection laws (including GDPR where applicable). If Seller processes personal data on behalf of Customer, the parties shall enter into a separate data processing agreement.

13.7 Unless expressly included in Seller's Scope of Supply, compliance activities relating to Customer's process validation, product approvals, GMP/GDP/GLP compliance or facility certifications remain Customer's responsibility and cost.

13.8 Customer shall ensure that their personnel and contractors are trained and follow all safety devices, guards, lock-out/tag-out procedures, and safe operation and maintenance procedures as set out in Seller's manuals and instruction sheets. Customer shall provide and enforce the use of appropriate personal protective equipment (PPE) and site-specific safety induction.

13.9 Customer shall not remove, bypass, disable or modify any safety device, guard, interlock or warning sign. Customer shall ensure a safe working environment and maintain the site in compliance with all applicable health, safety and environmental laws.

13.10 Customer shall provide, at its own cost, safe and compliant lifting and handling equipment and suitable working conditions (including lighting, ventilation and, where necessary, temperature control) for Seller's personnel to carry out any Site Services. Seller may suspend work if safety conditions are inadequate, without liability, until conditions are remedied.

13.11 Customer shall promptly inform Seller of any known hazards, restricted areas or special safety procedures applicable at the site and shall ensure that all necessary permits to work and access clearances are in place prior to the start of Site Services.

13.12 Customer shall indemnify, defend and hold Seller harmless from and against losses, claims, damages, fines and liabilities arising out of or related to (a) unsafe site conditions, (b) failure to comply with clauses 13.8–13.11, or (c) acts or omissions of Customer's personnel or contractors; except to the extent caused by Seller's wilful misconduct or gross negligence.

14. Force Majeure

14.1 Seller shall not be liable for any failure or delay in performing its obligations under the Contract if such failure or delay is caused by an event or circumstance beyond Seller's reasonable control, including but not limited to: acts or omissions of the Customer or its contractors, acts of war or terrorism, armed conflict, civil unrest, embargoes, sanctions, strikes or labour disturbances, epidemics or pandemics, fires, floods, natural disasters, extreme or unforeseen weather conditions, explosions, inability to obtain materials, power failures, supply-chain disruptions, delays in transport or customs clearance, export or import restrictions, governmental actions, or other events commonly regarded as force majeure ("Force Majeure"). Seller shall notify the Customer as soon as reasonably practicable after becoming aware of a Force Majeure event.

14.2 Seller's obligations affected by a Force Majeure event shall be suspended for the duration of the Force Majeure event and for a reasonable period thereafter required to resume performance. Delivery dates and other deadlines shall be extended accordingly, including reasonable recovery time.

14.3 If a Force Majeure event causes a delay in delivery or performance exceeding three (3) months, either party may terminate the affected portion of the Contract by written notice. In such case, the Customer shall pay Seller for all Equipment completed, partially completed or ready for shipment, and for all services performed and documented costs incurred up to the effective date of termination.

14.4 In the event of termination due to Force Majeure, the Customer shall not be entitled to any damages, penalties, price reductions, liquidated damages, consequential losses, or any other compensation whatsoever. The Customer's sole remedy shall be limited to the termination rights described in clause 14.3.

14.5 Customer shall not delay, hinder or obstruct Seller's efforts to mitigate or overcome the effects of a Force Majeure event, including providing necessary information, approvals and cooperation required to re-schedule or adjust performance.

15. Hardship

15.1 If, after conclusion of the Contract, extraordinary and unforeseeable circumstances arise which materially alter the economic balance of the Contract to the detriment of the Seller, including but not limited to significant increases in costs relating to raw materials, components, energy, transport, or subcontractor pricing, and which were not reasonably foreseeable at the time of contracting, the Seller shall be entitled to request a renegotiation of the affected terms.

15.2 Pending such renegotiation, the Seller shall continue performance to the extent reasonably possible. The existence of such hardship shall not entitle the Customer to terminate the Contract.

16. Liability

16.1 Seller's total aggregate liability arising out of or in connection with the Contract, whether in contract, tort (including negligence), strict liability, warranty, indemnity or otherwise, shall not exceed the Contract price actually paid for the specific Equipment and services giving rise to the claim. This cap applies per Contract and to all events and claims in the aggregate.

16.2 In no event shall Seller be liable for indirect, consequential, special or punitive losses, including but not limited to loss of profit, loss of production, loss of contracts or use, loss of data, loss of goodwill, recall costs, substitute equipment costs, penalties or plant downtime, whether arising directly or indirectly. Nothing in the Contract shall exclude or limit liability to the extent such liability cannot be excluded under the Danish Product Liability Act or other mandatory law.

16.3 Customer shall indemnify, defend and hold Seller harmless from and against any claims, damages, liabilities, costs and expenses arising from Seller's manufacture or supply of products in accordance with Customer's designs, specifications or instructions, including any claim that such compliance infringes the intellectual property rights of any third party.

16.4 Nothing in these T&Cs shall limit or exclude liability for death or personal injury, or for wilful misconduct or gross negligence, or for any other liability which cannot be limited or excluded under mandatory law, including the Danish Product Liability Act.

16.5 Any remedies provided under warranty (repair, replacement or refund as specified) are the exclusive remedies for defects in the Equipment, except where mandatory law provides otherwise. No claim may be brought later than thirty (30) calendar days after expiry of the applicable warranty period.

16.6 Where the Contract includes any liquidated damages (LDs) for delay or performance shortfall, such LDs (if any) constitute the sole and exclusive remedy for the specified breach and shall be subject to a separate cap expressly stated in the Contract. Absent such express LD terms, no LDs apply.

16.7 The limitations and exclusions of liability in this section apply regardless of the legal theory of liability and even if a party has been advised of the possibility of such losses.

16.8 The foregoing limitations shall not affect Customer's obligation to pay the Contract price, milestone invoices, storage costs, interest, or other amounts due. Customer's payment obligations are not capped by this section.

16.9 To the extent permitted by law, any liability for loss or corruption of data, data recovery, software bugs, cybersecurity incidents, or system downtime is excluded, except where caused by Seller's wilful misconduct or gross negligence.

16.10 Any indemnification obligations expressly stated in the Contract shall, unless otherwise expressly agreed, be subject to the same limitations and exclusions in this section. The parties shall cooperate to mitigate any damage and losses.

16.11 The limitations and exclusions in this section survive expiry or termination of the Contract for any reason.

16.12 Seller shall maintain industry-standard liability insurance in reasonable amounts. Customer shall maintain appropriate insurance for their site, operations and any risks under its responsibility, including, where applicable, construction/installation and handling risks.

17. Termination and Suspension

17.1 Either party may terminate the Contract by providing written notice to the other party if any of the following events occur:

17.2 The Seller may suspend its performance in the event of late or partial payment, provided that the Seller gives five (5) calendar days' prior written notice.

17.3 Termination of the Contract shall not affect accrued rights and obligations, including the Seller's right to payment for Equipment and services provided prior to termination. Due to the individually configured nature of the Equipment, payments made are non-refundable to the extent permitted by applicable law.

17.4 Both the Customer and the Seller shall have a duty to mitigate any damages. In all circumstances, the Seller's total aggregate liability shall not exceed the total payment amount under the Contract.

17.5 No claims may be brought more than thirty (30) calendar days after expiration of the warranty period, after which all claims shall be deemed irrevocably waived.

18. Notices

18.1 Notices must be in writing, including by email, and take effect upon receipt.

19. Assignment and Subcontracting

19.1 Customer may not assign the Contract without Seller's written consent. Seller may subcontract work while remaining responsible for performance.

19.2 Any direct or indirect change of control of the Customer shall be deemed an assignment of the Contract. The Customer shall notify the Seller in writing of any intended change of control without undue delay.

19.3 The Seller may, at its discretion, withhold consent, require adequate security, or request reasonable adjustments to the Contract to reflect the changed risk profile. Failure to obtain such consent shall constitute a material breach.

20. Language; Entire Agreement; Severability

20.1 English is the governing language of the Contract. "In writing" includes email and electronic signatures. If any provision of these T&Cs is found to be invalid or unenforceable, it shall be replaced with a valid provision achieving a similar commercial intent. The remaining provisions shall remain in full force and effect.

21. Governing Law and Dispute Resolution

21.1 The Contract shall be governed by Danish law, excluding its conflict-of-law rules. Any dispute arising out of or in connection with the Contract shall be finally settled by the City Court of Helsingør, Denmark.

21.2 The parties may attempt amicable settlement or mediation prior to commencing proceedings, but this shall not be a mandatory prerequisite.

21.3 Proceedings may be conducted in Danish or English.

— End of General Sales Terms and Conditions —