Sales and Delivery Terms

The company name "Sal-Tech", (hereinafter referred to as "we", "us") used in this document covers all companies, subsidiaries or branches within Salbæk Technology Group, including, but not limited to Sal-Tech Easy Packaging v/G. Salbæk (CVR Nr. DK 18429098), Sal-Tech HKG Limited (Registration Nr. HK 1553382), Sal-Tech Embalaje SL (CIF Nr. B01970045) and Sal-Tech Easy Packaging LLC (Reg nr. 35-2776554).

Sal-Tech reserves the right for any order. Orders, agreements, contracts are only considered as such if confirmed by us in writing. Modifications on those will only be binding for us, if confirmed in writing.

Any contract or agreement is made with one and cannot be challenged with another Sal-Tech company, other than whom the contract was made with and order confirmed same, unless this is agreed and signed in writing. If orders run on one or more Sal-Tech companies this must be specified in written contract foundation.

EXW Denmark Sal-Tech Easy Packaging v/G. Salbæk, EXW Hong Kong Sal-Tech HKG Limited, EXW Spain Sal-Tech Embalaje SL, EXW USA Sal-Tech Easy Packaging LLC and/or direct from third party supplier. Under EC criteria Incoterms 2020 or as specified in the order/offer basis.

Delivery time according to written order confirmation, confirming e-mail and/or for orders below 7,500 DKK / 1,000 USD / EUR spoken by phone in cases of known trade relations.

If no order confirmation or confirming email/spoken confirmation has been given in revert to an order, then it is the responsibility of the purchaser to secure order validation within 7 days from order, else the order is to be regarded as discharged.

Order Confirmation issued by Sal-Tech is the acceptance of purchase order — the written or verbal order by buyer to purchase from Sal-Tech any products and/or services.

We reserve the right to cancel or reject any order and refund any prepayment received on web shops for orders that are technically unsound, where delivery time is shorter than practically possible, and alike.

If damages happen during transport, these must be stated on receiving goods and noted on the letter of transport. Claims must be filed directly with the Transportation Company, as this is beyond the responsibility of Sal-Tech and is a matter between the receiving customer and the transport company in question. Sal-Tech will assist as best we can, without obligation.

In case delivery is delayed at the request of the customer, the costs incurred by storage will be charged to them. Storage pricing will be ½% of the invoice amount for each month, or its proportional part depending on the time of storage.

Sample sent/borrowing goods must be agreed prior to the order being placed, which must be in writing and expressly stated in the invoice.

The buyer accounts for all costs which may be associated with freight charges, including any ancillary costs.

Sample sent/borrowing is solely for testing purposes, but once the goods are used by the buyer for the purpose of their actual production/use, then the purchase price is due to Sal-Tech thereof.

Exceeding the date fixed for the return of the sample will entail that the purchase price for the goods is due within 8 days, unless otherwise agreed.

All consumables used by the buyer in the sample/loan period are to be paid to Sal-Tech (consumables in batch credited).

Any service, cleaning, re-packaging, repair, testing or similar of returned sample/loan machines will be at the cost of the borrower and invoiced after said refurbishment work has been carried out by Sal-Tech.

The title to the goods remains vested in Sal-Tech until two conditions have been met:

The purchaser is obliged to promptly inform where the equipment is kept, in the same condition as received upon delivery, if payment is not met.

Leased equipment must be securely labeled as having ownership of Sal-Tech.

All prices are stated in USD, EUR or DKK excluding VAT, customs cleared into Denmark, Hong Kong, Spain and USA but excluding any environmental or other taxes that may apply.

Errors in price lists and so on — we reserve the right to change without notice.

All prices stated are exclusive of delivery and made Ex Works (Incoterms 2020).

The buyer is responsible for any surplus charges related to the sale of goods, including but not limited to: VAT, customs charges, environmental taxes or any other ancillary charges which may apply for the delivery of the goods to take place, unless otherwise agreed.

Sal-Tech reserves the right to correct or amend any errors in pricing without being legally bound by any agreement.

In case of currency fluctuations greater than 3%, we reserve the right to change prices without prior notice.

Sal-Tech reserves the right to increase prices, if delivery takes place 1 month or more after order confirmation, unless otherwise confirmed in writing.

In case of shipment excess surcharge, these can be added to the final invoice if such circumstances affect our productivity and cost level.

Standard materials and equipment below 50,000 DKK / 10,000 USD / 8,000 EUR invoice total: Net 8 days from date of invoice, provided your company has applied and been approved for a set credit line and period.

Payment must be effected in due time, failing which interest will be charged at the rate of 2.0% per calendar month.

Equipment over 50,000 DKK / 10,000 USD / 8,000 EUR: Net cash on delivery or, in some cases, only against partial or full payment in advance — typically non-stock machines and machines above this threshold. We reserve the right for any order or as per stated terms in the order confirmation.

Sample/loan of equipment only by appointment.

Special materials and materials not normally in stock: 50% on order and 50% net 14 days from date of invoice.

Orders placed online through an STG web shop by customers who have not applied for a credit line, and where the order is below 1,500 DKK / 200 USD / 160 EUR, we reserve the right to discharge if not prepaid directly based on the Pro Forma Invoice generated by the web shop system.

If awarded a price and/or discount agreement, payment terms are generally net cash advance or immediately upon delivery.

In case a customer wishes a finance agreement, this can only be made when the customer has demonstrated a timely payment pattern over a number of invoices and over a period of time.

It is also required that the customer uses a purchase requisition system to deliver written orders by email with a reference number applied, and undertakes to keep us updated about communication lines, as well as significant changes in accounts/budgets that may impact our assessment of creditworthiness. We reserve the right to require price adjustment, fees and interest where there are significant changes in payment times, and to override agreements in specific cases.

Sal-Tech reserves the right to reject any order if we honestly believe that having the goods delivered will prove to be burdensome, including but not limited to the transportation deadline being too short, creditworthiness of the buyer, or force majeure reasons.

Sal-Tech will not be held liable for any damage done to the goods during the shipment/transportation period.

In the event that the Carrier or Freight Forwarder are proven to be liable for any damage/delay/loss of goods whilst the goods were still in their custody, then the party liable for assigning that role to them will have to remedy, if sought, the damage/delay/loss of the goods.

Without in any way being obliged to do so, Sal-Tech will assist the buyer in remedying any loss/damage/delay done to the goods during the shipment/transportation period.

If it can be proven by the buyer that the goods delivered to them are, or have become defective within a 1-year time frame of being delivered, then the buyer retains the right to have them repaired, free of charge, by Sal-Tech.

Warranty does not cover labour or components exchanged due to mishandling of the goods, including but not limited to: rough handling or excessive use, fault in operation, use of non-original spare parts or materials not delivered by Sal-Tech, faults in fixed installations, faulty fuses, or lack of necessary cleaning, maintenance, education, certification and training.

Warranty claims must follow item number, machine number and delivery Invoice No.

Any ancillary charges incurred for the purpose of repair of goods at the buyer's address must be borne by the buyer, including but not limited to driving hours, mileage costs and other possible travel costs associated.

Machines submitted to one of our repair facilities will be repaired free of charge, except for costs in connection with shipment/transportation of the goods to and from our workshop.

For guaranteed work done at the buyer's place of business or at our workshop, it must be clearly stated on the service report that the part(s) are accepted for exchange under guarantee; else the parts and labour for exchange will be charged as wear parts.

Sal-Tech is responsible for injury if it is proved that the damage was caused by negligence on the part of Sal-Tech or others for whom Sal-Tech is responsible.

Sal-Tech is not liable during the warranty period for damage that the product may cause.

Sal-Tech's product liability shall never exceed Sal-Tech's insurance coverage. Sal-Tech is never liable for damage to real or personal property, including loss of profits, loss of earnings or other indirect losses.

If a third party makes a claim against either Sal-Tech or the buyer, each party must promptly notify the other.

Sal-Tech and the Purchaser shall be mutually obliged to allow themselves to be summoned to a court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage or loss allegedly caused by the material supplied.

The relationship between Sal-Tech and the buyer shall be treated in accordance with the clauses concerning jurisdiction and applicable law.

It is assumed by default, unless otherwise agreed in writing, that the equipment and packaging are stored in a temperature range between 5 and 30°C, maximum humidity less than 80% RH, and heat variations with up to 5°C change per hour.

If materials are stored incorrectly, storage begins to break down the raw material composition, which can result in friction changes, smell and colour changes.

It is therefore important that the materials are stored according to the following guidelines:

For materials, products must be acclimatised prior to use — meaning storage for 24–48 hours in production facilities or a similar climate.

The outer packaging must not be removed until shortly before use.

Unused items must again be wrapped in light-tight packaging.

Traceability: information such as order number, serial number, dimensions and roll number on label rolls or cartons should not be removed before processing. This information is important for any queries regarding delivery.

Durability:

Equipment and materials are sold without the right of return.

In the event of agreed return, only 90% of the invoice amount will be credited, unless otherwise agreed in writing and/or applied on our invoice.

Sal-Tech provides optional service to install/prepare certain machinery or equipment. In the event that Sal-Tech performs provisioning and installation, the buyer will be billed contracted hours used at our hourly rate for service work.

Provided that provisioning and installation occurs within a period of days' gap, then those days/hours will be billed, unless otherwise agreed.

The buyer shall be responsible for supplying lifting and transport equipment necessary for installation, and any necessary additional staff, unless otherwise agreed.

Unless otherwise agreed, we invoice per hour and per kilometre, with a minimum charge of 50 km for any services supplied from the starting point of where our technician(s) are based to their return to that same base.

The buyer accounts for costs associated with travel and driving, such as bridge fares, airline tickets, hotel, meals, etc., which will be billed at cost plus a 15% handling fee.

Machines, tools and materials are not sold for use to solve specific demands unless these demands have been specifically agreed in writing between Sal-Tech and the customer.

Sal-Tech assumes that the buyer can solve common technical and operational issues, yet the buyer may call in for advice and will be billed based on our regular hourly rate for services provided, comprising a minimum of 5 minutes where the minimum billing accounts for 30 minutes.

Complaints must be promptly communicated to Sal-Tech in writing within 5 days of delivery/order confirmation of the product and/or service.

Any complaint lodged in a timely manner does not suspend any payment due, unless otherwise agreed in writing by Sal-Tech.

Sal-Tech will do its utmost to reach an amicable settlement with the buyer in the event of a complaint being lodged.

The then-current hourly rate for service work and driving hours forms the basis for billing. Service work and driving hours shall be billed on an hourly basis where the minimum billing accounts for 1 hour with subsequent division into half hours per commenced device.

The regular hourly rate shall apply to hours between 06:00 and 18:00, and to a maximum of 7.5 hours per day.

Unless otherwise agreed, we invoice per hour and per kilometre at the then-current rate set by Sal-Tech.

The minimum charge is 50 km. Costs associated with travel and driving, such as bridge fares, airline tickets, hotel, meals, etc., will be billed at cost plus a 15% handling fee.

Driving costs commence from our technician's starting point, returning to same, with distribution in relation to other services performed on the same trip.

All intellectual property rights are reserved with Sal-Tech, including but not limited to: copyright, patents, texts, trademarks, illustrations, photos, graphics, files, designs and arrangements.

Sal-Tech's website is protected by copyright and all contents therein.

Where a product is delivered with embedded software, the buyer retains only a non-exclusive software licence limited to the purposes set out in the relevant product specification. The buyer acquires no rights to the source code of the software.

Delivered manuals and drawings may not be copied or distributed without our written consent.

Translations are always Sal-Tech's property and copyright protected.

Any information that is not publicly available, including drawings and technical documents handed over by Sal-Tech to Buyer ("Confidential Information"), shall remain Sal-Tech's property and must be treated as confidential by the Buyer.

Confidential Information shall not, without Sal-Tech's written consent, be copied, reproduced or transferred to third parties, or used for any purpose other than that for which the transfer was intended.

Confidential Information shall be returned on demand to Sal-Tech.

Sal-Tech's products are manufactured for civilian use. Sal-Tech's products must not be used for or resold for any purpose connected with chemical, biological or nuclear weapons or missiles capable of delivering such weapons.

Sal-Tech's products may not be sold to individuals, companies or any other organisation where there is knowledge or suspicion that they are related to any terrorist or drug activity.

Sal-Tech's products may be subject to legal regulations and restrictions, and may be subject to restrictions on sales to countries/customers covered by export and import bans.

Sal-Tech reserves the right to cancel any order due to circumstances beyond Sal-Tech's reasonable control, such as: public health emergency, riots, civil commotion, war, terrorism, fire, government regulations, strikes, lockouts, slow-down, lack of transport, shortages, disease, or delay in or failure of deliveries from suppliers, accidents in product testing, and/or lack of energy supply.

Sal-Tech shall not be liable for any failure or delay in performance of any obligations if such failure or delay is due to a public health emergency or other cause beyond its reasonable control, including but not limited to restrictions imposed by governments, local authorities, relevant companies or other entities, infection or quarantine, or any restrictions affecting transport, logistics or production.

All buyer powers are suspended or terminated in the circumstances described in §21(a) and §21(b). The buyer may neither seek damages nor make a claim against Sal-Tech in case of cancellation or delayed delivery arising from such circumstances.

Sal-Tech supports the UN Global Compact initiative and undertakes to comply with the 10 principles concerning human rights, labour rights, environment and anti-corruption. Sal-Tech therefore also calls upon the Buyer to meet these basic principles. For further information: www.unglobalcompact.org.

If one or more provisions of Sal-Tech's Terms and Conditions are void and/or unenforceable, then the remaining provisions retain their validity and remain unimpaired.

If a third party makes a claim against either Sal-Tech or the buyer, each party must promptly notify the other. Sal-Tech and the Purchaser shall be mutually obliged to allow themselves to be summoned to a court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage or loss allegedly caused by the material supplied. The relationship between Sal-Tech and the buyer shall be treated in accordance with 25 and 26.

This agreement is governed by and shall be construed in accordance with the Laws of Denmark/EU or for each branch entity as listed below:

"Sal-Tech" is entitled to use the following Courts with non-exclusive jurisdiction to adjudicate any dispute arising under or in connection with the agreement, unless otherwise agreed by the parties in writing:

INCOTERMS 2020 and the present terms will form the basis for any agreement between Sal-Tech and the Buyer for any conditions not mentioned above.

Any Order Confirmation, Pro Forma Invoice or Invoice issued will immediately supersede all previous communications — including but not limited to emails and telephone conversations — in respect of said order, unless specifically incorporated into said order foundation document.