1.1 These General Terms and Conditions of Sale (“GTCS”) govern all sales of goods and services by NECAS to you or the entity you represent ("you” or “customer”), thus superseding all agreements and customs inconsistent with the contents hereof, including any terms and conditions drafted and submitted by you, unless otherwise provided by the order confirmation submitted by NECAS.

1.2 If you are entering into these GTCS for an entity, such as a company you work for, you represent to NECAS that you have the legal authority to bind that entity.

1.3 In these GTCS, “Agreement” means the contract for the sale and purchase of the goods and the supply and acquisition of the services.

2.1 All offers made by NECAS are open for acceptance within 30 (thirty) calendar days from the date of issue, unless otherwise specifically stated in the offer.

2.2 All purchase orders issued by you shall specify as a minimum the type, revision and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on NECAS unless and until confirmed by NECAS in writing.

2.3 Unless otherwise agreed in writing, you accept that NECAS is free to determine where components and materials should be purchased in order to best fulfil your order. All purchases will be made taking your interests into account.

2.4 You are obligated to pay excess. This means that you must take over any surplus stock if you no longer wish to buy hereto related products from NECAS or if you have not done so during the previous 12 months. This also applies to the excess components and materials occurring from changes of a product. Payment of excess will include an administration fee of 10 % of the surplus stock value.

3.1 All prices are in DKK.

3.2 The prices for goods and services shall be those set forth in NECAS’ order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value-added and similar taxes or charges imposed by any government authority.

3.3 Should taxes, charges, raw material prices, exchange rates or other external costs contained in the agreed price change after the acceptance of an order with more than 2 %, NECAS is entitled to adjust the price accordingly.

3.4 Unless otherwise agreed, payment for goods are current month plus 20 (twenty) days. You have no right to offsets or deductions unless otherwise agreed.

3.5 If you fail to pay any invoice within 14 (fourteen) calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within 14 (fourteen) calendar days of the expiration of the grace period. Further, we will charge you interest from the due date to the date of payment at the rate of 1 ½ (one point five) % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.

3.6 Title to goods delivered shall remain vested in NECAS and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within 14 (fourteen) calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.

3.7 The agreed payment terms are conditioned by NECAS obtaining satisfactory credit insurance of the customer, covering the sum of the order(s). If NECAS does not obtain a sufficient coverage, customer shall make a prepayment covering the not insured order sum.

4.1 You are responsible for all acceptance and approvals regarding regulatory control, export, dual use etc. We take no responsibility for such acceptance and approvals.

4.2 Customer is obligated, at the time of submitting any Purchase Order under these GTCS or subsequently if relevant, to inform and advise NECAS if any products, components, or technologies delivered or to be delivered by NECAS:

a. are or may become subject to permits, exemptions, or export control regulations under the Danish Weapons and Firearms Act (Vaabenloven), the Danish Military Equipment Act (Krigsmaterielloven), EU Dual-Use Regulation (2021/821), or other relevant legislation; and

b. fall under the classification of military-use, dual-use or catch-all items with potential military applications or other regulated uses.

4.3 Customer shall provide NECAS with all necessary documentation and information, including but not limited to end-use certificates or equivalent assurances, required for NECAS to comply with applicable laws and regulations specific for the production of Products to Customer.

5.1 Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be Ex Works in accordance with Incoterms 2020. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term.

5.2 We reserve the right to underdeliver on an order by up to 5% of the ordered quantity per product, and the price will be adjusted in accordance with the final quantity delivered.

5.3 We reserve the right to make partial deliveries.

6.1 Necas warrants that the delivered goods shall be free from defects for a period of 12 months from the date of delivery.

6.2 The warranty covers defects in materials, or workmanship attributable to the Supplier.

6.3 The Buyer shall notify NECAS in writing of any defects without undue delay and no later than 14 days after the defect has been or ought to have been discovered. Failure to give timely notice shall result in the loss of the Buyer’s right to rely on the defect.

6.4 All products subject to a claim must be returned to Necas for inspection and assessment prior to any acceptance of a defect. No claim shall be considered valid until such assessment has been completed. Any repair work, where applicable, shall be carried out exclusively by Necas on Necas’ premises.

6.5 Necas shall, within a reasonable time, remedy defects by repair or replacement at its sole discretion.

6.6 The warranty does not cover defects arising from:

normal wear and tear or aging,incorrect installation, use, or maintenance by the Buyer or third parties,modifications or repairs carried out without the Necas’ prior written consent,external circumstances beyond the Necas’ control.

6.7 Any repair or replacement shall not extend or renew the original warranty period.

6.8 Necas’ liability under the warranty is limited to the obligations set out above. The Buyer shall not be entitled to claim compensation for loss of production, loss of profit, loss of time, or any other indirect or consequential losses.

7.1 Representations and Warranties:

7.1.1 You represent and warrant that you own or control all the intellectual property rights necessary to manufacture, label, package, store and supply the product in accordance with the terms of the Agreement. To the best of your knowledge, our fulfilment of the terms of the Agreement will not infringe the intellectual property rights of any third-party.

7.2 License:

7.2.1 You hereby grant NECAS a license for the term to use your intellectual property rights to fulfil the terms of the Agreement.

8.1 You shall indemnify and hold NECAS harmless from and against all losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from:

a. a claim brought by any third-party that our manufacturing, packing, storing or supply of the product infringes any patent, utility model, design, copyright, trademark, or other intellectual property right of such third-party; or

b. a claim brought by any third-party against NECAS for any loss, damage, cost, expense, or liability arising from defects in the product; or

c. an infringement or defect arising from compliance by NECAS with your instructions, including the specifications.

9.1 Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers.

9.2 Recovery for any claim shall not exceed DKK 500,000.00.

10.1 NECAS has no obligations or liabilities to you with respect to the product or its use, and NECAS hereby disclaims any product liability to the fullest extent permitted by law.

10.2 NECAS cannot be held liable to customer for any losses, damages, costs, or claims, whether direct or indirect, including but not limited to loss of profits, loss of data, loss of goodwill, business interruption, or otherwise arising in connection with the provision of services under these GTCS, unless such liability is imposed on NECAS by law and cannot be disclaimed. To the extent permitted by applicable law, NECAS's total liability to the customer under these GTCS shall not exceed the greater of

a. the insurance coverage applicable to the incident in question if such coverage exists or

b. an amount equal to 500,000 DKK.

As such the agreed limit of liability under these GTCS shall not apply to insurance covered events if the insurance sum is greater than the agreed limit.

11.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, shortage of raw materials, pandemics, acts of God, acts of war, fire, insurrection, strikes, lockouts or other serious labor disputes, riots, earthquakes, floods, explosions, or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period more than 30 (thirty) calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon 30 (thirty) calendar days’ prior written notice to the other party.

12.1 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.

12.2 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.

13.1 These GTCS and all contracts of sale entered between us shall be governed by and construed in accordance with the laws of Denmark without regard to any principles of private international law specifying any other choice of law.

13.2 Any disagreement arising out of or in connection with these GTCS shall first be subject to an amicable settlement by means of a mediator appointed by Danish Mediation, Vesterbrogade 32, DK-1620 Copenhagen V (telephone +45 3939 0066).

13.3 Either Party is entitled to request Danish Mediation to propose one or two mediators immediately upon the establishment of any disagreement. If the parties cannot agree on the choice of a mediator within 8 (eight) days after receipt of such recommendation, either party may request Danish Mediation to appoint a mediator in accordance with the rules in force from time to time for Danish Mediation.

13.4 If the parties fail to reach an agreement through mediation within 6 (six) weeks after the appointment of a mediator, the Court of Aalborg, Denmark is to have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this GTCS.