Terms and conditions of sale

1. Purpose

1.1 Purpose. These terms and conditions of sale and delivery (the "Terms") apply to all agreements regarding LifeBoard ApS, CVR: 40914358 (the "Company")

Sales and delivery of products, spare parts and related services to business customers.

2. Terms of Agreement

2.1 2.1 Basis of Agreement. These terms, together with the Company's offers and order confirmations, constitute the entire basis of the agreement regarding the Company's sale and delivery of products, spare parts, and related services to the customer ('Basis of Agreement'). The customer's purchasing terms printed on orders or otherwise communicated to the Company do not form a part of the Basis of Agreement.

2.2 Amendments and supplements. Amendments and supplements to the Basis of Agreement are only valid if the parties have agreed to them in writing.

3. Products and Spare Parts and Services

3.1 Products and spare parts. Products and spare parts that the Company sells and delivers to the customer are new and comply with Danish legislation upon delivery. The Company sells and delivers spare parts for a product for at least 24 months after it has been delivered to the customer.

3.2 Use. Products, spare parts and related services that the Company sells and delivers to the customer are intended for emergency situations where a professional lifeguard is not present and civil rescue may therefore be necessary to stop an ongoing drowning accident. Notwithstanding any contrary terms in the Basis of Agreement, the Company is in no case liable for loss or damage attributable to use for other purposes or for use outside Denmark. "The customer shall indemnify the Company to the extent that the Company incurs liability for such loss or damage.

4. Late Payment

4.1 Interest. If the customer fails to pay an invoice for products, spare parts or related services on time for reasons for which the Company is not responsible, the Company shall be entitled to interest on the amount due at 1% per month from the due date until payment is made.

4.2 Termination. If the customer fails to pay an overdue invoice for products, spare parts or related services within 14 days of receiving a written demand for payment from the Company, the Company shall be entitled, in addition to interest in accordance with clause 4.1, to: (i) cancel the sale of the products, spare parts and/or related services to which the delay relates, (ii) cancel the sale of products, spare parts and/or related services that have not yet been delivered to the customer, or demand prepayment thereof, and/or (iii) exercise other remedies for breach.

5. Order Confirmations

5.1 Order confirmations. The Company shall endeavor to send confirmation or rejection of an order for products, spare parts or related services to the customer in writing within 3 working days of receipt of the order. Confirmations and refusals of orders must be in writing to bind the Company.

5.4 Change of orders. The Customer may not change a placed order for products, spare parts or related services without the Company's written consent.

6. Delivery

6.1 Delivery condition. Company delivers all sold products and spare parts EXW. 

6.2 Delivery time. The Company shall deliver all sold products, spare parts and related services on the date stated in the Company's order confirmation. The Company shall be entitled to deliver before the agreed delivery time, unless the parties have agreed otherwise.

6.3 Examination. The customer shall inspect all products, spare parts and related services upon delivery. If the customer discovers a fault or defect that the customer wishes to invoke, it must immediately notify the Company in writing. If a fault or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be claimed later.

6.4 Delayed delivery. If the Company expects a delay in the delivery of products, spare parts or related services, the Company shall inform the customer of this and at the same time state the reason for the delay and a new expected delivery time. If the delivery is not made within 30 days after the agreed date, the customer has the right to cancel the order unless the delay is due to force majeure.

7. Warranty

7.1 Warranty. Company warrants that products, spare parts and related services are free from material defects in design, materials and workmanship.

7.2 Right of complaint. The customer has a 12-month warranty on products and spare parts from the date of delivery.

8. Liability

8.1 Liability. Each party is liable for its own acts and omissions under applicable law, subject to the limitations set out in the Basis of Agreement.

8.2 Product liability. The Company shall be liable for product liability in respect of delivered products and spare parts to the extent that such liability follows from mandatory legislation. The customer shall indemnify the Company to the extent that the Company may incur product liability in addition to this.

8.3 Limitation of liability. Regardless of any contrary terms in the Basis of Agreement, the Company's liability to the customer may not per calendar year in total exceed 90% of the sales of products, spare parts and related services that the Company has net invoiced to the customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.

8.4 Indirect Losses. Notwithstanding any contrary terms in the Basis of Agreement, the Company shall not be liable to the customer for any indirect loss, including loss of production, sales, profits, time or goodwill, unless caused intentionally or by gross negligence.

8.5 Force majeure. Notwithstanding any contrary terms in the Basis of Agreement, the Company shall not be liable to the customer for failure to fulfill obligations that can be attributed to force majeure. The exemption from liability shall continue for as long as the force majeure exists. Force majeure shall be deemed to be circumstances that are beyond the Company's control and that the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flooding, vandalism and industrial disputes.

9. Intellectual Property Rights

9.1 Ownership. The full ownership of all intellectual property rights relating to products, spare parts and related services, including patents, designs, trademarks and copyrights, belongs to Company.

10. Applicable law and Jurisdiction

10.1 Settlement of disputes. Disputes between the Company and the customer shall be settled in accordance with the general rules of Danish law and with the Maritime and Commercial Court in Copenhagen as the venue.

March 2021

‍