1. General

1.1. These general terms of sale and delivery apply to all agreements between SG Lighting Ltd (”SG”), of the one part, and SG’s customers (the ”Customer”), of the other part, unless otherwise expressly agreed in writing by SG.

1.2. Any term or condition stipulated by the Customer, including the Customer's standard terms and conditions, will not be applicable unless accepted in writing by SG.

2. Conclusion of agreement and purpose

2.1. Any offer made by or on behalf of SG constitutes an invitation to the Customer to make a purchase order and is not binding on SG.

2.2. Any purchase order made by the Customer on the basis of an offer from SG constitutes the Customer's offer to purchase a product on the terms set out in SG's offer and in these general terms of sale and delivery in their entirety without any amendments and/or supplements.

2.3. A purchase order made by the Customer is not binding on SG until SG's issuance of a written and unconditional order confirmation.

2.4. Cancellation by the Customer of a purchase order confirmed by SG is subject to SG's written acceptance. If SG's accepts the cancellation of an order, SG reserves the right to invoice the Customer for all costs incurred in relation to the purchase order in question plus a reasonable cancellation charge.

2.5. The Customer must provide SG with all such information, technical specifications, drawings and other documentation as are necessary for SG to execute the order.

2.6. SG expressly reserves the right, even after an order confirmation has been sent, to make structural changes, design changes, changes in component selection, etc., in respect of the products, provided that such changes do not cause the functionality, price and delivery time of the products to change and that the changes are reasonable in relation to the Customer.

2.7. All intellectual property rights in all offers, quotations, photos, technical drawings, brochures and other documentation provided to the Customer are, without limitation, the property of SG. Such documentation may not be made available to third parties without SG's prior written consent and must be returned immediately to SG upon request if the parties fail to enter into an order/agreement. However, documentation owned by SG may be made available to third parties to whom SG has assigned its rights and/or obligations in general or under a specific order/agreement.

2.8. SG accepts no liability for any updating or printing errors in catalogues, price lists or other promotional material.

3. Prices and payment

3.1. Payment must be made in the currency specified in the invoice/order confirmation. All prices are exclusive of VAT and other duties.

3.2. In case of changes in the costs of production in the period from the time of conclusion of the agreement and until delivery of the product, SG reserves the right to adjust prices so as to reasonably reflect the increased costs.

3.3. An administrative fee corresponding to EUR 30 / GBP 25 is added to all orders for a net amount of less than EUR 180 / GBP 150 or the equivalent in another currency.

3.4. SG is entitled to invoice separately for partial deliveries.

3.5. Subject to the Customer's credit approval, the terms of payment of invoices issued by SG are invoice month + 15 days from invoice date. If the Customer is not credit approved by SG, payment will be charged in advance.

3.6. SG reserves the right to charge interest and a reminder fee on late payments pursuant to the applicable rules of Danish law on late payments.

3.7. SG is entitled to set off any amount due to the Customer against any amount due to SG by the Customer and will inform the Customer how set-off has been effected. If costs and interest have already been incurred, SG has the right to apply the payment first to offset these costs, then to offset the interest and lastly to offset the principal claim.

3.8. In case of non-compliance with the terms of payment in relation to one or more orders concluded or in case of circumstances likely to impair the Customer's creditworthiness, all of SG's claims will fall due for immediate payment. In that case, SG will be entitled to demand immediate payment or provision of security to the extent deemed reasonable by SG as well as payment in advance for any orders not yet effected or to fix a reasonable further period for terminating the agreement for breach or demand compensation as a result of the default.

3.9. The Customer is not entitled under any circumstances to withhold payment of any amount due to SG or to make any set-off, regardless of whether the Customer's counterclaim is based on the same agreement or on any other basis.

4. Delivery

4.1. Unless otherwise stated in the order confirmation or expressly accepted in writing by SG, delivery will be effected Ex Works Odense (EXW) under the Incoterms applicable at the time of agreement.

4.2. On request and at the expense and risk of the Customer, SG will arrange for dispatch to a place designated by the Customer. In this connection, SG will dispatch a product by the route and means of transportation which SG finds most useful and practicable. Carriage is subject to the carrier's conditions and SG will instruct the carrier as the Customer's authorised agent. The Customer must bear all costs incidental to dispatch.

4.3. If the Customer wishes to use another delivery method than the one elected by SG under clause 4.1 above, the Customer must instruct SG in writing of the preferred method and means of transportation prior to dispatch.

4.4. If, in connection with dispatch according to clause 4.2, it becomes necessary or expedient to palletize the products or use pallet frames, transport boxes or the like, the Customer will be invoiced for such services.

4.5. SG provides no guarantee and assumes no liability for the nature or adequacy of the place or the sources of supply available at the place where the product is installed, used or kept following delivery under clause 4.1.

4.6. The Customer is responsible for unloading and handling a product at the agreed place of delivery. If a product is delivered to a place with special access and/or unloading conditions, SG must be informed in advance, regardless that the risk lies solely with the Customer.

4.7. The Customer must examine a product upon delivery. The Customer must submit a complete written complaint to the carrier as well as SG within three days of delivery of any defective, including incomplete, delivery or damage during carriage.

4.8. In case of the Customer's failure to give notice within the time set out in clause 4.7, the Customer will be deemed to have taken delivery of the product and thus to have forfeited every right to complain about matters which the Customer has discovered or ought to have discovered in connection with the examination of the product under clause 4.7, including as regards defects, damage during carriage, shortage or loss.

4.9. The date of delivery specified by SG in the order confirmation is for guidance only and SG accepts no responsibility for the effects of any delay in delivery.

4.10. Observance of the delivery dates is subject to SG's timely receipt of all written material to be provided by the Customer, necessary approvals and clearances, including delivery schedules, and to the Customer's observance of the agreed terms of payment and other obligations. In case of the Customer's failure to comply with these conditions on time, the delivery dates will be postponed for a reasonable period of time without SG accepting any responsibility. However, this does not apply if the delay is due to circumstances for which SG is responsible.

4.11. Partial deliveries are possible.

4.12. The Customer agrees to take delivery of the product on the date of delivery specified by SG in the order confirmation or on any such date as SG may otherwise notify the Customer that the product is ready for dispatch.

4.13. If, notwithstanding clause 4.9, a fixed time of delivery has been agreed and SG delivers after this deadline, the Customer may claim compensation for its documented loss, always provided, however, that the maximum compensation which the Customer may claim is 0.5% of the price of the delayed part of the products for every whole week of delay past the time of delivery, up to a maximum of 5% of the price of the delayed part of the products. The claim for compensation must be made in writing by the Customer no later than four weeks after the agreed time of delivery. Otherwise, the Customer will forfeit its right to compensation.

4.14. If delivery is delayed by more than four weeks after a specifically agreed time for delivery, see clause 4.13, the Customer will be entitled by written notice to SG to demand delivery within a reasonable deadline of at least two weeks. If SG fails to make delivery before expiry of such deadline and the delay is not attributable to the Customer's circumstances, the Customer will be entitled to terminate the agreement for breach by written notice to SG. In case of such termination of agreement for breach, the Customer will not be entitled to demand any compensation from SG other than as provided for in clause 4.13. Upon SG's request and within a reasonable time, the Customer must inform SG whether the Customer wishes to terminate the agreement as a result of the delay.

4.15. If the parties have agreed that the risk is to pass in a manner other than as provided for in clause 4.1. above, the risk will pass to the Customer at the earlier of the following two events: When the Customer collects the products or when the products are dispatched to the Customer.

4.16. If the Customer fails to collect or take delivery of the product, except where this is due to SG’s failure to observe its obligations under these terms, delivery will be considered to have taken place on the agreed date of delivery and SG will hold the product for the Customer at the Customer's risk and expense.

4.17. SG's liability for delays is limited as specified in this clause 4. The remedies specified in this clause 4 are the Customer's only remedies in case of delayed delivery.

5. Retention of title

5.1. The products are owned by SG until SG has been paid in full by the Customer.

5.2. While SG still owns the products, the Customer is not entitled to charge or offer as security those products, and the products may only be sold on within the framework of the Customer's ordinary activities.

5.3. Subject to clause 5.4. the Customer may within the framework of the Customers ordinary activities resell the product before SG receive payment for the product. In the event of the Customers resale the title to the product shall pass from SG to the Customer immediately before the time at which resale by the Customer occur

5.4. If a product has not been sold on by the Customer, SG may require at any time before the transfer of ownership to the Customer that the Customer returns such products in case:

a) a composition is made with the Customer's creditors;

b) a petition for suspension of payments or bankruptcy is made against the Customer;

c) execution is levied against the Customer's property or assets;

d) a petition for liquidation proceedings is made against the Customer;

e) of the Customer's breach or non-compliance with an agreement or other obligations to SG.

5.5. If the Customer fails to return a product, SG may at any time demand access to the Customer's or a third party's premises where the product may be kept for the purpose of recovering such product.

5.6. If SG takes back the product or enforces the ownership of the products SG has retained under this clause or enforces the charge on the products which are still owned by SG under this clause, this must not be deemed to be a termination of the agreement for breach, unless SG has expressly stated its wish to terminate the agreement.

6. Warranty

6.1. SG warrants that for a period of 60 months from delivery, the product will be free of any design and manufacturing defects and that parts will in all essentials be in conformity with the description and any specification, where relevant.

6.2. Notwithstanding the warranty in clause 6.1 , the warranty on batteries, starters, wear components and consumables is limited to a period of 12 months from delivery. NOTE upon delivery of emergency luminaires – power must be connected to the fittings and batteries within 3 months of receipt of goods in order to maintain the battery health.

6.3. For products using a light-emitting diode ("LED"), SG warrants that subject to a maximum Tₐ = 25° C together with all other relevant general operating conditions in SG's product data sheets, the product will have for a period of 60 months after delivery:

a) a luminous flux of >70% compared to the product's luminous flux at the time of production;

b) a nominal failure rate for electronic control equipment and/or components which does not exceed 0.2%/1,000 lighting hours in the absence of another definition of normal service frequency and nominal failure rate in a SG or third party product and use specification.

6.4. A color change in an LED product is not a defect and is not covered by SG' warranty.

6.5. All measurements in an LED product are made and calibrated according to NIST (the National Institute of Standards and Technology).

6.6. SG warrants that products which have been delivered will conform to all EC/EN standards (European Commission/European Norm) at the time of dispatch. SG accepts no liability for any non-conformity with national or other standards or national or other legislation. The Customer is responsible for obtaining all governmental and local permits and approvals concerning delivery, use and installation of the product.

6.7. SG is not liable for any defects in the product during the warranty period where:

a) the Customer is using the product in another way than originally intended or specified for a product of that type;

b) the Customer continues to use the product after notifying SG of a defect;

c) the Customer modifies or repairs the product;

d) a defect occurs as a result of intentional damage, negligence or unusual storage or unusual working conditions;

e) SG has disclaimed liability under the warranty before manufacturing a customer-specific product.

6.8. Minor variations from the agreed condition, minor variations from usability, ordinary wear and tear occurring after the passing of risk as a result of wrong or negligent treatment, overload, unsuitable operating equipment, defective construction work, unsuitable building site or defects occurring as a result of special external factors which were not anticipated in the agreement as well as non-reproducible software errors are not deemed to be defects.

6.9. A defective product, part or component must be returned to SG, if so requested.

6.10. A product accepted by SG as defective will, at the option of SG, either be repaired or replaced as originally agreed. For products which have been replaced or repaired, the warranty will only be for the remainder of the warranty period.

6.11. If a product is not capable of being repaired or replaced, SG may either refund the Customer or replace the product by a comparable product.

6.12. Notwithstanding the warranty under clauses 6.1. and 6.2., the obligation of SG to repair or replace a product, part or component from a third-party supplier does not extend beyond the duration of the warranty granted by such third party to SG.

6.13. SG is not liable for power supply or over- or under-voltage beyond the thresholds specified for the product.

6.14. SG has no liability to the Customer – whether contractual or non-contractual, including negligence, misconduct or otherwise – for loss of profit, indirect losses or business interruption.

6.15. In any event, the total liability of SG under the warranty is capped at the price agreed for the product in question.

6.16. The product warranty given by SG is a product and spare part replacement warranty and does not cover additional costs incidental to remedying defects such as transport, installation and dismantling costs, scaffolding, transport expenses, etc. The Customer bears the risk of such additional costs.

6.17. The product warranty given by SG is given to the direct buyer of the product alone and thus cannot be asserted by any customers of the Customer.

6.18. The Customer is not entitled to cancel an order or the remainder of an order or agreement for any defect under clauses 6.1. and 6.2.

6.19. The remedies set out in this clause 6 are the Customer's only remedies for defects. Consequently, the Customer is not entitled to pursue additional remedies, including to cancel the order which has been concluded, demand a proportionate reduction or claim compensation, including for indirect losses, loss of production, business interruption and/or loss of profit.

7. Product liability

7.1. The Customer must indemnify SG for any third party claim arising out of a product delivery from SG.

7.2. SG is not liable for any loss, damage or injury arising out of a delivery from SG or work performed by SG.

a) to movable or immovable property or persons where the damage or injury occurs while the property and materials are in the Customer's possession; or

b) to products manufactured by the Customer, to products incorporating the Customer's products or for loss of or damage to any property where the damage is caused by the properties of the products in question.

7.3. In no event will SG be liable for loss of production, loss of profit or other consequential losses of an economic nature.

7.4. The above limitation of liability does not apply in case of gross negligence on the part of SG.

7.5. In case of a third party claim arising out of a loss, damage or injury as described in this clause 7 against either SG or the Customer, the party in question must immediately inform the other party.

7.6. SG and the Customer are mutually obligated, if summoned, to appear before the court or arbitration tribunal which is considering a claim against one of the parties where such claim is based on the loss allegedly caused by products delivered by SG or work performed by SG. However, any dispute concerning the apportionment of liability between SG and the Customer must always be decided in accordance with clause 10.

8. Force majeure

8.1. The Customer is not entitled to compensation if delivery is impossible as a result of force majeure. Force majeure includes, but is not limited to, late or non-performance or breach on the part of SG's sub-suppliers or forwarding agents, war, riot, central or local government intervention, strike, lockout, export and import restrictions, weather conditions, fire, shortage of raw materials, labour, power supply or breakdown of machinery.

8.2. If unforeseeable events such as those described in clause 8.1 affect the economic value or contents of a delivery or SG's operations, the specific agreement will be modified correspondingly to reflect the parties' original intention with the agreement. SG is entitled to cancel a specific order if it would not be profitable to execute it. However, SG is not entitled to cancel an agreement in such case, unless SG informs the Customer immediately after the force majeure event has occurred.

9. General provisions

9.1. Regardless of whether individual provisions of these general terms of sale and delivery are invalid, the other provisions of these general terms of sale and delivery will continue in full force and effect.

10. Jurisdiction and governing law

10.1. These terms and conditions are subject to and must be construed in accordance with Danish law without regard to its conflicts of law principles and CISG. Any dispute between SG and the Customer must be settled by issue of proceedings at SG's home court in Denmark, always provided that SG may elect at its discretion to issue proceedings against the Customer before any home court where the customer does business.

SG – 1st October 2017