General Terms and Conditions of Sale

for MyDefence

Terms of Sales

1.

Scope of Applicability

1,1

These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by MyDefence, notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the purchasing party. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by MyDefence unless and until we expressly confirm our acceptance in writing.

1,2

MyDefence reserves the right to change these GTCS at any time. We will give thirty calendar days’ notice of any changes by posting a notice on our website.

2.

Offers, Purchase Orders and Order Confirmations

2,1

All offers made by MyDefence are valid for acceptance within 45 calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.

2,2

All purchase orders issued by the customer shall specify as a minimum; the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates with reference to quotation provided and invoicing details. No purchase order shall be binding on us unless and until confirmed by MyDefence in writing.

3.

Prices and Terms of Payment

3,1

The prices for goods shall be those set forth in our order confirmation.

3,2

Payment shall be made in accordance to the invoice presented by MyDefence.

3,3

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.

3,4

Shipping is not included unless stated separately on quotation and order confirmation.

3,5

Unless expressly stated otherwise in our order confirmation, payment for goods shall be made within 15 days of the invoice date without offset or deduction.

3,6

All orders below €20.000 are invoiced 100% on confirmation of Purchase Order. Orders above €20.000 are invoiced 50% on confirmed Purchase Order and 50% upon delivery.

3,7

We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.

3,8

Should buyer fail to pay any invoice within 14 calendar days of the due date of payment, MyDefence may suspend delivery of any purchase order or any remaining balance thereof until full payment is made.

3,9

Title to goods delivered shall remain the property of MyDefence and shall not pass to the buyer until the goods have been paid for in full. If buyer fails to pay any invoice within 14 calendar days of the due date of payment. MyDefence may reclaim the goods covered by the invoice. The buyer must insure all goods delivered to their full replacement value until title to the goods has passed to the buyer.

4.

Terms of Shipping and Delivery

4,1

Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be shipped Ex-Works in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to buyer in accordance with the agreed shipping terms.

4,2

The shipping dates of goods shall be those set forth in the Purchase Order confirmation. if Supplier fails to meet the shipping schedule as set in the Purchase Order, then Supplier is allowed 7 (seven) working days to remedy the default without liability or any additional expense. The Supplier may choose to expedite the delivery by the fastest available commercial carrier; or reschedule the delivery in whole or in part.

4,3

We reserve the right to perform part deliveries.

5.

Acceptance of goods

5,1

Buyer shall inspect goods delivered upon receipt. The buyer is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by MyDefence within seven calendar days from receipt of goods.

6.

Warranty

6,1

MyDefence warrants all products up to 12 months after delivery. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse.

7.

Limitation of Liability

7,1

Notwithstanding any other provisions of these General Conditions and an approved Purchase Order/ Contract, MyDefence total aggregate liability arising out of delivery of the Products shall not exceed 20% of the purchase price paid by the buyer for the Products (VAT, taxes and/or other duties excluded) which forms the basis of MyDefence liability. MyDefence shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.

7,2

MyDefence shall, however, in no event be liable for any loss of profit, loss of revenue, loss of opportunity, loss of use, or any other special, incidental or consequential loss or consequential damages or any indirect losses in connection with or arising out of these General Conditions and an approved Purchase Order/Contract.

8.

Limitation of LiabilityDisputes and Applicable Law

8,1

In the event of any controversy or claim arising out of, or in relation to any provision of these General Conditions and/or a Purchase Order /Contract, the breach or invalidity thereof, the Parties shall try to settle the problem amicably between themselves. Should they fail to agree, any such controversy or claim shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall have its seat in Aalborg, Denmark. The language of the arbitration proceedings shall be English

9.

Force Majeure

9,1

The Parties shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is: beyond the reasonable control of a party; materially affects the performance of any of its obligations under this agreement; and could not reasonably have been foreseen or provided against. General economic conditions or general market effects shall not be applicable as an excuse for failure or delay to preform according to an approved confirmed purchase order.

10.

Miscellaneous

10,1

The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered between MyDefence and a Customer/Buyer

10,2

Any news release, announcement, advertisement or publicity concerning purchase and supply of Products from MyDefence shall be agreed by the Parties prior to its public release.