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 clause 12, Danpo is liable for product liability damage pursuant to Danish law. 12.2 To the extent that Danpo is liable to pay compensation due to product liability, Danpos liability shall in any event be limited to direct loss. In no event shall Danpo be liable for operational loss, loss of earnings, loss of profits, loss of savings, loss of data, loss of goodwill or any indirect or consequential loss. 12.3 Danpos product liability shall in any event be limited to EUR 2 Million. 12.4 To the extent that product liability is imposed on Danpo because of a third party claim, the Purchaser shall indemnify Danpo to the same extent, as Danpos liability is limited towards the Purchaser in accordance with the above. 12.5 Should a third-party file a claim for compensation pursuant to the above against either Danpo or the Purchaser, the party in question shall without delay inform the other party of same. 12.6 The parties are mutually obliged to participate as defendant/involved party at the court/arbitration that considers the claim for damages. 13. Intellectual Property Rights 13.1 Materials created, designed and/or manufactured by Danpo, i.e. trademarks, tradenames, packaging, art-work, printing, plates, photographs, films, photographs rollers- off-set plates and dies, remain the property of Danpo, irrespective whether the material is invoiced separately to Purchaser, unless otherwise agreed in writing. 13.2 Danpo shall retain full ownership of all intellectual property rights including but not limited to copyrights, trademarks, designs, patents, etc. created, designed, acquired and/or otherwise obtained by Danpo. Unless otherwise agreed in writing, Danpo shall not be deemed to have Page 5 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