Standard Terms and Conditions of Sale

1. SCOPE

The Terms and Conditions ("Terms") contained herein shall apply to all quotations and offers made by and purchase orders accepted by Beatronic Supply. These Terms apply to all sales made by Beatronic Supply except to the extent the Terms conflict with a Sales Agreement signed by Beatronic Supply and Buyer. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Buyer. In such case, the Terms contained herein shall govern, and acceptance of Buyer's order is conditioned upon Buyer's acceptance of the terms and conditions herein, irrespective of whether the Buyer accepts these conditions by a written acknowledgement, by implication, or acceptance and payment of products ordered hereunder. Beatronic Supply's failure to object to provisions contained in any communication from Buyer shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing signed by an officer of Beatronic Supply before becoming binding on either party.

2. PRICE, TAXES AND QUOTATIONS

Prices are subject to change on thirty days notice to Buyer. Any order that can be cancelled and rescheduled pursuant to paragraph 6(a) is subject to a price change immediately. All prices are exclusive of any present or future sales, revenue or excise tax, value added tax, turnover tax, import duty or other tax applicable to the manufacture or sale of any product. Such taxes, when applicable, shall be paid by Buyer unless Buyer provides a proper tax exemption certificate. Unless otherwise agreed to in writing by the parties, prices quoted by Beatronic Supply are those current at the date of quotation and shall be subject to variation by Beatronic Supply.

3. DELIVERY

Unless otherwise agreed in writing, sales are EXW Denmark (Incoterms 2000). Beatronic Supply may deliver products in one or more consignment and invoice each consignment separately. Beatronic Supply reserves the right to ship product that is not subject to cancellation in advance of the agreed shipping date. Unless otherwise agreed in writing, delivery time is not of the essence. Except as specified in 6(b), Beatronic Supply does not accept liability for any loss arising from delay in delivery of products.

4. PAYMENT TERMS

Unless otherwise agreed in writing, Payment terms shall be net 14 days from the date of invoice. Buyer agrees to pay interest on any unpaid balance at a rate of five percentage points above the annual Federal Funds rate as specified in the Wall Street Journal on the day the balance becomes due. Unless otherwise agreed in writing, all payments are to be in EUR European Euros. For contracts, Beatronic Supply may require payment up front (100% prepayment) or payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to Beatronic Supply. Where payment is made by letter of credit, all costs of collection shall be for Buyer's account. In the event that Beatronic Supply is required to bring legal action to collect delinquent accounts, Buyer agrees to pay reasonable attorneys fees and costs of suit.

5. NON-CONFORMING DELIVERY AND RISK OF LOSS

Buyer shall notify Beatronic Supply of any visible defects, quantity shortages or incorrect product shipments within seven (7) days of receipt of the shipment. Failure to notify Beatronic Supply in writing of any visible defects in the products or of quantity shortages or incorrect shipments within such period shall be deemed an unqualified waiver of any rights to return products on the basis of visible defects, shortages or incorrect shipments, subject to Buyer's rights under Section 7. Seller shall retain a security interest in the products until Buyer's final payment to Beatronic Supply for the products. Risk of loss and title shall pass to Buyer as soon as the products have been placed with a transport agent.

6. ORDER CANCELLATION

(a) Buyers Cancellation for Convenience: Buyer may cancel any order for convenience on the following terms:

  • (i) For standard products, Buyer may cancel or reschedule a product without penalty if the cancellation is more than thirty (30) days from the Confirmed Shipping Date (as specified in Beatronic Supply's Order Acknowledgement or other document); cancellations within 30 days of a Confirmed Shipping Date must be approved in writing by a Beatronic Supply sales manager and may be subject to special charges
  • (ii) For nonstandard parts, custom products, or standard parts with minimum usage Buyer may cancel or reschedule more than ninety (90) days from the Confirmed Shipping Date, except that Buyer shall accept delivery of all such products which are completed at the time of cancellation or rescheduling. Those nonstandard products which are in the work-in-process inventory at the time of cancellation or rescheduling, shall be paid for by Buyer at a price equal to the completed percentage of the product multiplied by the price of the finished product. Buyer also shall pay promptly to Beatronic Supply the costs of settling and paying claims arising out of the termination of work under Beatronic Supply's subcontracts or vendors and any accounting, legal, and clerical costs arising out of the cancellation.

(b) Buyers Cancellation for Default: Upon written notice to Beatronic Supply, any order may be canceled in whole or in part in accordance with the terms hereof, because of Beatronic Supply's failure to deliver products by the Confirmed Shipping Date (this failure hereinafter called "Default"). Cancellation by Buyer for Beatronic Supply's Default, which may entitle Buyer to procurement costs, shall be effective only upon Beatronic Supply's failure to correct such Default within a reasonable period of time, but not less than thirty (30) days after receipt by Beatronic Supply of written notice of such Default. Upon cancellation, Buyer, as its sole remedy, may recover from Beatronic Supply as damages the difference between cost of procurement from another source (cover) and the contract price, less expenses saved as a consequence of Beatronic Supply's breach. In no event shall these damages exceed ten percent (10%) of Beatronic Supply's product price multiplied by the number of products unconditionally (not subject to cancellation under 6(a)) ordered by Buyer which remain unshipped at the time of cancellation.

(c) Beatronic Supply's Cancellation: Beatronic Supply shall have the right to cancel any unfilled order without notice to Buyer in the event that Buyer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business. Any order that can be cancelled or rescheduled by Buyer pursuant to paragraph 6(a) may be cancelled or rescheduled by Beatronic Supply if notice is given to Buyer.

7. LIMITED WARRANTY

Except as specified below, products sold hereunder shall be free from defects in materials and workmanship and shall conform to Beatronic Supply's published specifications or other specifications accepted in writing by Beatronic Supply for a period of one (1) year from the date of shipment of the products. The foregoing warranty does not apply to any products which have been subject to misuse, neglect, accident or modification or which have been soldered or altered such that they are not capable of being tested under normal test conditions. Beatronic Supply shall make the final determination as to whether its products are defective. Beatronic Supply's sole obligation for products failing to comply with this warranty shall be, at its option, to either repair, replace or issue credit for the nonconforming product where, within fourteen (14) days of the expiration of the warranty period,

  • (i) Beatronic Supply has received written notice of any nonconformity;
  • (ii) after Beatronic Supply's written authorization, Buyer has returned the nonconforming product to Beatronic Supply;
  • (iii) Beatronic Supply has determined that the product is nonconforming and that such nonconformity is not the result of improper installation, repair or other misuse.
THE FOREGOING WARRANTY AND REMEDIES ARE EXCLUSIVE AND MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Beatronic Supply DOES NOT ASSUME OR AUTHORIZE ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH ITS PRODUCTS. Buyer shall pass this warranty to any third-party purchaser of Beatronic Supply products.

8. LIMITED LIABILITY

Neither Beatronic Supply nor Buyer shall be liable for incidental or consequential damages, including but not limited to, the cost of labor, requalifications, rework charges, delay, lost profits, or loss of goodwill arising out of the sale, installation or use of any Beatronic Supply product. If Beatronic Supply has any liability for breach of contract, breach of any implied condition, warranty or representation, the aggregate liability of Beatronic Supply to Buyer shall be limited in respect of any occurrence or series of occurrences to the contractual value of the products or services that are the subject of the contract.

9. PATENTS

(a) Indemnification: Subject to the limitations herein, Beatronic Supply will defend any suit or proceeding brought against Buyer if it is based on a claim that any product furnished hereunder constitutes an infringement of any U.S., Canadian, Japanese, EU or EFTA member country intellectual property rights. Beatronic Supply must be notified promptly in writing and given full and complete authority, information and assistance (at Beatronic Supply's expense) for defense of the suit. Beatronic Supply will pay damages and costs therein awarded against Buyer but shall not be responsible for any compromise made without its consent. In no event shall Beatronic Supply's liability for such damages and costs (including legal costs) exceed the contractual value of the products or services that are the subject of the lawsuit. In providing such defense, or in the event that such product is held to constitute infringement and the use of the product is enjoined, Beatronic Supply, in its discretion, shall procure the right to continue using such product, or modify it so that it becomes noninfringing, or remove it and grant Buyer a credit for the depreciated value thereof. Beatronic Supply's indemnity does not extend to claims of infringement arising from Beatronic Supply's compliance with Buyer's design, specifications and/or instructions, or use of any product in combination with other products or in connection with a manufacturing or other process. The foregoing remedy is exclusive and constitutes Beatronic Supply's sole obligation for any claim of intellectual property infringement and Beatronic Supply makes no warranty that products sold hereunder will not infringe any intellectual property rights.

(b) Beatronic Supply Retains its Intellectual Property: The sale of any products hereunder does not convey any license by implication, estoppel or otherwise covering combinations of the products with other equipment data or programs. The company retains the copyright in all documents, catalogs and plans supplied to Buyer pursuant to or ancillary to the contract. Unless otherwise agreed in writing, Buyer shall obtain no interest in any mask or other tooling used in the production of any Beatronic Supply product.

10. LIFE SUPPORT

Beatronic Supply's products are not authorized for use as critical components in life support devices or systems without the express written approval of an officer of Beatronic Supply. As used herein: (a) Life support devices or systems are devices which (i) are intended for surgical implant into the body, or (ii) directly support or sustain life and whose failure to perform when properly used can be reasonably expected to result in significant injury to the user; (b) a critical component is any component in a life support device or system whose failure to perform can be reasonably expected to cause the failure of the life support device or system or to affect its safety or effectiveness.

11. CONFIDENTIAL INFORMATION

Except as required by law, neither party shall use (except for purposes connected with the performance of its obligations hereunder), divulge or communicate to any third party any information of the other it reasonably knows to be confidential.

12. FORCE MAJEURE

Beatronic Supply shall not be liable for any damage or penalty for delay in delivery or for failure to give notice of delay when such delay is due to the elements, acts of the Buyer, act of civil or military authority, war, riots, concerted labor action, shortages of materials, or any other causes beyond the reasonable control of Beatronic Supply. The anticipated delivery date shall be deemed extended for a period of time equal to the time lost due to any delay excusable under this provision.

13. EXPORT REGULATIONS

Buyer agrees to comply fully with all laws and regulations concerning the purchase and sale of products. In particular, Buyer agrees to comply with the Export Administration Regulations of the EU in so far as they apply to the sale of products. The products are licensed by the EU for delivery to the ultimate destination as shown on the shipment/invoice address and any contrary diversion is prohibited.

14. ASSIGNMENT AND SUBCONTRACTING

Beatronic Supply shall be entitled at all times to assign its rights under the contract (in whole or in part) or to subcontract any part of the work or services to be provided under the contract as it deems necessary or desirable.

15. NOTICES

Any notice hereunder shall be deemed to have been given if sent by prepaid first class mail to the party concerned at its last known address. Notice to Beatronic Supply shall be to the regional sales office in the territory or to Beatronic Supply, Industrivaenget 13, DK-3400 Hillerod, Denmark.

16. WAIVER

Failure by Beatronic Supply to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.

17. APPLICABLE LAW

Unless otherwise agreed in writing, the terms and conditions contained herein shall be governed by and construed under the laws of Denmark and EU.

Internet Privacy Policy

Beatronic Supply respects your right to privacy. This policy summarizes what personally identifiable information we may collect, and how we might use this information. This policy also describes other important topics relating to your privacy.

Table of Contents

Beatronis Supply Global Internet Privacy Policy

It is Beatronic Supply policy to comply with all applicable privacy and data protection laws. This commitment reflects the value we place on earning and keeping the trust of our employees, customers, business partners and others who share their personal information with us. This Global Internet Privacy Policy (this "Policy") describes how Beatronic Supply protects your privacy when we collect personal information on Beatronic Supply Internet sites. As used in this Policy, the term "personal information" means information that identifies you personally, alone or in combination with other information available to us. This Policy applies, in general, to all Internet sites operated by or on behalf of Beatronic Supply and its business units worldwide (each a "Beatronic Supply Internet Site").

Web Site Privacy Statements

Although this Policy applies to all Beatronic Supply Internet Sites generally, each Beatronic Supply Internet Site has a different purpose and different features. If additional or different disclosures are required with respect to a specific Beatronic Supply Internet Site, we will provide those disclosures on the site itself or in a separate web site privacy statement ("Web Site Privacy Statement") posted on that site. Each individual disclosure or Web Site Privacy Statement supplements and amends this Policy, but only with respect to the Beatronic Supply Internet Site on which it is posted.

Your Consent

By using a Beatronic Supply Internet Site or providing personal information to us, you are consenting to the collection, use and disclosure of your personal information as described in this Policy and any applicable Country or Web Site Privacy Statements. If you do not consent to the collection, use and disclosure of your personal information as described in this Policy (and any applicable Country or Web Site Privacy Statements), do not use Beatronic Supply Internet Sites.

Limitations on the Collection, Use and Disclosure of Personal Information

To the extent required by applicable law, whenever Beatronic Supply collects personal information on a Beatronic Supply Internet Site, Beatronic Supply will:

• provide timely and appropriate notice to you about its data practices;

• collect, use, disclose and transfer your personal information only with your consent, which may be express or implied, depending on the sensitivity of the personal information, legal requirements, and other factors;

• collect your personal information only for specific, limited purposes. The information we collect will be relevant, adequate and not excessive for the purposes for which it is collected;

• process your personal information in a manner consistent with the purposes for which it was originally collected or to which you have subsequently consented;

• take commercially reasonable steps to ensure that your personal information is reliable for its intended use, accurate, complete, and, where necessary, kept up-to-date;

• not use your personal information for direct marketing purposes without giving you an opportunity to "opt-out"; and

• take appropriate measures, by contract or otherwise, to provide adequate protection for personal information that is disclosed to a third party or transferred to another country, including transfers within BeatronicSupply.

Information Collected on Beatronic Supply Internet Sites and How It May Be Used

When you access and use a Beatronic Supply Internet Site, there are 3 ways we may collect information about you:

1. Information Sent to Us by Your Web Browser

Beatronic Supply collects information that is sent to us automatically by your web browser. This information typically includes the IP address of your Internet service provider, the name of your operating system (such as Macintosh® or Windows®) and the name and version of your browser (such as Internet Explorer® or Netscape®). The information we receive depends on the settings on your web browser. Please check your browser if you want to learn what information your browser sends or how to change your settings. The information provided by your browser does not identify you personally. We use this information to create statistics that help us improve our sites and make them more compatible with the technology used by our Internet visitors.

2. Information Collected By Placing a "Cookie" On Your Computer

Beatronic Supply may obtain information about you by installing a "tag" on your computer's hard drive. This tag is known as a "cookie." All of our Beatronic Supply Internet Sites use "session cookies." A session cookie is used to tag your computer with a computer-generated, unique identifier when you access our site. A session cookie does not identify you personally and expires after you close your browser. We use session cookies to collect statistical information about the ways visitors use our sites – which pages they visit, which links they use, and how long they stay on each page. We analyze this information (known as "clickstream data") in statistical form to better understand our visitors' interests and needs to improve the content and functionality of our sites. Some Beatronic Supply Internet sites also use "persistent cookies." These cookies do not expire when you close your browser; they stay on your computer until you delete them. By assigning your computer a unique identifier, we are able to create a database of your previous choices and preferences, and in situations where these choices or preferences need to be collected again, they can be provided by us automatically, saving you time and effort. For example, after you make a purchase, if you decide to make another purchase, your shipping address will have been retained and will only need to be confirmed. If a Beatronic Supply Internet Site uses "persistent cookies" we will notify you in the Privacy Statement posted on that site. If you do not wish to receive cookies, you may set your browser to reject cookies or to alert you when a cookie is placed on your computer. Although you are not required to accept cookies when you visit a Beatronic Supply Internet Site, you may be unable to use all of the functionality of the site if your browser rejects our cookies.

3. Information You Knowingly and Voluntarily Provide

Beatronic Supply collects the information you knowingly and voluntarily provide when you use a Beatronic Supply Internet Site, for example, the information you provide when you sign up to receive email alerts, when you complete a survey, or when you ask us a question or email us with feedback. In many cases this information will be personal information. Beatronic Supply uses this information for the purposes for which you provide it. For example, if you provide your e-mail address when you sign up to receive e-mail alerts, we use your e-mail address to deliver the e-mail alerts you request. We may also use the information we collect on Beatronic Supply Internet Sites for various business purposes such as customer service, fraud prevention, market research, improving our products and services, and providing you and your company with information and offers we believe may be of interest to you. We may also remove all the personally identifiable information and use the rest for historical, statistical or scientific purposes. Many of the Beatronic Supply Internet Sites permit you to make choices about the use of your personal information. In most cases, we ask you to indicate your choices at the time and on the page where you provide your personal information.

Sharing Personal Information

Beatronic Supply will not sell personal information collected from its Internet sites to mailing list brokers without your express consent. Beatronic Supply may share your personal information with other Beatronic Supply business units. When we do so, these other Beatronic Supply business units will use your information in a manner consistent with the purposes for which it was originally collected (or to which you subsequently consented) and only as permitted under this Policy, any applicable Country or Web Site Privacy Statements, and all applicable privacy and data protection laws. Beatronic Supply may also share your personal information with third parties we hire to perform support services for us. These third parties are required to use the personal information we share with them only to perform services on our behalf and to treat your personal information as strictly confidential. In some cases, Beatronic Supply may share your personal information with third parties who partner with us to provide products and services to our customers. When we do so, we will require our business partners to use the personal information we share with them in a manner consistent with the purposes for which it was originally collected (or to which you subsequently consented) and only as permitted under this Policy, any applicable Country or Web Site Privacy Statements, and all applicable privacy and data protection laws. In certain, limited circumstances we may share or transfer personal information to unrelated third parties. For example, we may provide personal information to a third party (i) at your request; (ii) to comply with a legal requirement or court order; (iii) to investigate a possible crime, such as identity theft; (iv) in connection with the sale, purchase, merger, reorganisation, liquidation or dissolution of Beatronic Supply or a Beatronic Supply business unit; or (v) under similar circumstances. If such an event occurs, we will take appropriate steps to protect your personal information. Many of our Beatronic Supply Internet Sites permit you to make choices about the disclosure and/or transfer of your personal information. In most cases, we ask you to indicate your choices at the time and on the page where you provide your personal information.

Security of Personal Information

Your personal information will generally be stored in Beatronic Supply databases or databases maintained by our service providers. Most of these databases are stored on servers located in Denmark. To the extent required by law, if your personal information will be transferred outside your country an appropriate notice will be provided. Beatronic Supply maintains reasonable safeguards to protect the confidentiality, security and integrity of your personal information. Although we use security measures to help protect your personal information against unauthorized disclosure, misuse or alteration, as is the case with all computer networks linked to the Internet, we cannot guarantee the security of information provided over the Internet and will not be responsible for breaches of security beyond our reasonable control.

Links to Third Party Internet Sites

Beatronic Supply Internet Sites may contain links to Internet sites that are not operated by BeatronicSupply. These links are provided as a service and do not imply any endorsement of the activities or content of these sites, nor any association with their operators. Beatronic Supply does not control these Internet sites and is not responsible for their content, security, or privacy practices. We urge you to review the privacy policy posted on web sites you visit before using the site or providing personal information.

Access to Personal Information

You may review, correct and update the personal information that you provide to us at a Beatronic Supply Internet Site by using the feedback mechanisms provided at a particular Beatronic Supply Internet Site, by writing to us at BeatronicSupply, Global Internet Privacy Policy, Industrivaenget 13, DK-3400 Hillerod, DENMARK.

Retention of Personal Information

Beatronic Supply retains the personal information collected on Beatronic Supply Internet Sites as long as necessary to provide the services, products and information you request or as permitted by applicable law.

Children and Parents

Beatronic Supply Internet Sites are generally not intended for persons under 15 years of age. Beatronic Supply does not knowingly solicit or collect personal information from or about children on its Internet Sites except as permitted under applicable law. If your child has submitted personal information and you would like to request that such information be deleted from our records, you may do so by writing to us at BeatronicSupply, Global Internet Privacy Policy, Industrivaenget 13, DK-3400 Hillerod, DENMARK.

Questions about this Policy or our Privacy Statements

If you have any questions about this Policy or a Country or Web Site Privacy Statement or our use of your personal information, please contact us by write to us at BeatronicSupply, Global Internet Privacy Policy, Industrivaenget 13, DK-3400 Hillerod, DENMARK.

Changes to this Policy and our Privacy Statements

Beatronic Supply reserves the right to update or modify this Policy, at any time and without prior notice, by posting the revised version of this Policy on our Beatronic Supply Internet Sites. We also reserve the right to update or modify our Country or Web Site Privacy Statements, at any time and without prior notice, by posting the revised Privacy Statement on the applicable Beatronic Supply Internet Site. If we modify this Policy or any Privacy Statement, the modifications will only apply to the personal information we collect after we have posted the revised Policy or Privacy Statement on the applicable Beatronic Supply Internet site.

This Policy was last revised on March 1, 2009.

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