the latest within the shelf-life of the Products in question, cf. the information on shelf-life stipulated on the Products. 9. Defects 9.1 Danpo continuously endeavours only to deliver Products in accordance with the agreed specifications. The Purchaser accepts a quantity tolerance of +/- 10% without this constituting insufficient quantity or nonconformity. 9.2 In the event of defects on account of which the Purchaser may set up a claim against Danpo, Danpo shall be entitled to remedy the defect or deliver Products in replacement, and the Purchaser can thus not terminate the contract, claim compensation or a proportional reduction of the purchase price, unless Danpo declares that it will not remedy the defect or deliver Products in replacement. 9.3 To the fullest extent permitted by applicable law, Danpos liability to pay damages or the Purchasers right to get a proportional reduction of the purchase price as a result of defects shall for each delivery be limited to an amount that is equal to the purchase price paid for the defective Products. 10. Force Majeure 10.1 Danpo is not liable for any non-fulfilment caused by force majeure, including but not limited to war, riots, intervention by governments or local authorities, strikes, lock-outs, export or import bans, bad weather conditions, bird flu influencing Danpos production, fire, lack of raw material, man power, energy supplies or breakdown of machinery, etc., and irrespective whether such impediments affect Danpo or any sub-supplier. In case of force majeure, the time of delivery is postponed for a period corresponding to the duration of the impediment. Each party is however, entitled to terminate the contract regarding the relevant deliveries in writing, if the impediment has lasted or is expected to last more than two (2) months. 11. Limitation of liability 11.1 Danpos liability to pay damages shall in all circumstances be limited as described below. 11.2 To the fullest extent permitted by applicable law, Danpo shall not be liable for Purchasers or other parties operating loss, loss of Page 4 Our ref. DANPO A/S GENERAL TERMS OF SALE AND DELIVERY 1. Application 1.1 These General Terms of Sale and Delivery (General Terms) shall apply to all offers, order confirmations, sales and deliveries of products (Products) from Danpo A/S, a company registered in Denmark under the Danish Business 3.3 Danpo reserves the right to alter the prices with a prior written notice of eight weeks. Notwithstanding the beforementioned sentence, Danpo reserves the right to alter the prices with a shorter prior written notice than eight weeks in case of changes of more than 3% in production costs, wages, 5.3 The Purchaser is not entitled to detain or set-off any amount against any outstanding amount due to Danpo. 6. Time of delivery 6.1 Danpo continuously endeavours to make delivery at the agreed time. In the event that Danpo has not made delivery at the agreed time of delivery, the Purchaser s the latest within the shelf-life of the Products in question, cf. the information on shelf-life stipulated on the Products. 9. Defects 9.1 Danpo continuously endeavours only to deliver Products in accordance with the agreed specifications. The Purchaser accepts a quantity tolerance of +/- 10% wit time, loss of profit, loss of earnings, or any other indirect loss or consequential or indirect damages. 11.3 These General Terms shall only exclude or limit Danpos liability to the fullest extent permitted by applicable law. 12. Product Liability 12.1 Subject to the limitations stated in this assigned, transferred or otherwise granted any rights to any of such intellectual property rights to the Purchaser or any third party. 14. Private label Products 14.1 All intellectual property rights belonging to the Purchaser prior to the cooperation with Danpo remains the property of Purchaser 14.5 Purchaser may request changes to the design of the packaging materials designated for the production of Purchasers private label Products. Unless otherwise agreed in writing, all costs involved with production of a new design, including but not limited to artwork, the purchase of new printing existence, validity or termination thereof shall, if Purchaser has its place of business inside the EU, be settled by the Court in Kolding, Denmark. Valid from 1 January 2019 (Version 01) Page 8