Terms and Condition

Edition: September 2024 – English PME.07.02.2024.1.E
SALBÆCK TECHNOLOGY GROUP: TERMS AND CONDITIONS.

1. GENERAL
a) The company name “Sal-Tech”, (“we”, “us”) used in this Agreement covers all companies, subsidiaries or branches within Salbæk Technology Group, including, but not limited to “Salbæk Technology Holding ApS (CVR No. DK 44200384)”, “Sal-Tech Easy Packaging v/G. Salbæk (CVR No. DK 18429098)”, “Sal-Tech Easy Packaging DK ApS (CVR No. DK 44203642), “Sal-Tech HKG Limited (Registration No. HK 1553382)”, “Sal-Tech Embalaje SL (CIF No. B01970045)”, and “Sal-Tech Easy Packaging LLC (Reg no. 35-2776554)”. Supplier (“You”) warrant that the products that we order from you comply with these purchasing conditions stated herein (“Agreement” or “Conditions”).

2. CANCELLATION POLICY
a) We reserve the right to cancel any order before the supply has taken place.
b) Provided that the wrong goods are delivered to Sal-Tech contrary to what has been ordered, Sal-Tech reserves the right to reject the item in whole, where the supplier agrees to deliver the correct goods to Sal-Tech at their own monetary expense.

3. PRODUCT SPECIFICATION
a) Marking: All items must be marked with; Item number, Specification of product, Quantity, Serial number of machines/tools and a like.
b) Packaging: All goods that are delivered must be securely packaged and labelled specifying the correct and accurate details of what is actually being delivered to Sal-Tech. Supplier warrants and covenants that all products, including packaging and their components, provided to Sal-Tech under this Agreement will be accurately labelled in accordance with the requirements of applicable laws and regulations, including but not limited to applicable packaging specifications and the EU Packaging Directive (EU 94/62/EC).
c) All documents enclosed on the packed goods, should include the following; JC No. from Sal-Tech (should this be missing in order e-mail, supplier must reach contact person to request for this number) and Purchase Order No.

4. DOCUMENTATION REQUIREMENTS (Machines, tools and equipment)
a) Supplier is obligated to provide before shipping for Sal-Tech the followings:
i. A preliminary electronic documentation such as manuals, spare parts list and quotation, layout, but not limited to communicated by e-mail, stating the correct product specification within 14-days of the order being placed but before shipment. This specification must include the HS code of each item line when exporting/importing.
ii. Mechanical drawing readable by AutoCAD 2021 in the relevant file format for layout purposes, presenting the machine in minimum front, side and top views.
iii. Technical service documentation including, but not limited to: Test instructions; Test points; Expected measurements with regards to key point of voltage that can be measured; Repair advice for PCB´s; Electrical system specifications; Service advice relevant to the life-span of the equipment.
iv. For goods that are customized based on Sal-Tech requirements by Original Equipment Manufacturer/s, the following must be submitted and approved by Sal-Tech before dispatch: (1a) a test report showing actual produced goods are aligned with the agreed specifications – for other instances Sal-Tech should provide Supplier with the report template. (2a) a video reference that clearly shows customized machine, tools, equipment in motion doing at least 1 cycle.
v. Images of goods as produced and as packed ready for delivery must be submitted and approved by Sal-Tech before forwarder shall collect at Supplier’s specified address.
vi. With every machine actual/type there must be four full sets of documentation in the form of manual’s, one designated to follow the machine, that is, for the end user and the remaining three within each type of machine, designated for Sal-Tech’s records. The latter documentation must be packaged separately and must be easy to locate by us, and if not, then this must be clearly stated on the packaging list and marked on the casing in which it is packed. The language of all machines related documents must be English, otherwise written translations will be provided.
vii. General sales materials: pictures, brochures, catalogues, videos, etc.); Product picture: Front angle view. File format: Tiff or JPG or Bmp in high resolution and without tags and text. Background: White background or neutral background with professional toning. DPI: 300 or higher resolution. Support: Supporting pictures, products and other details. Video: Minimum one full cycle in format commonly used (mp4, vma,3gp), within 14-days of the order being placed but before shipment.

5. GUARANTEE, (Machines, tools and equipment)
a) Supplier has 10 years obligation to provide spare parts for the machines that has been purchased by us. Annual price increase on spare parts can only be accepted if it is correlated with the Danish Net Price Index rate which it has a strong relation with the HCIP EU. Higher increase indicates unfair trade which is not acceptable therefore prior prices applies until disagreement has been resolved.
b) Supplier has 2 years prior notice obligation of machine discontinuance towards us.

6. PRICE LISTS
Price lists quoted by supplier or Sal-Tech have to correspond to the following requirements, in relation to;
a) Machine, tools, components and equipment: Must be incorporated in an excel sheet stating the valid period within which it lasts and upon termination, a new price list has to be forwarded automatically stating a new valid period.
b) Spare parts: Must be incorporated in an excel sheet stating the valid period within which it lasts and upon termination, a new price list has to be forwarded automatically stating a new valid period. For each product a price list for spare parts should be issued containing the following information: Item number; Parts name; Manual page/position number; Price in currency specific currency; Discount conditions/levels

7. SPECIFICATIONS, DRAWINGS AND TOOLS
a) Any specifications, drawings, and tools which are funded by Sal-Tech to aid Supplier in producing the customized goods for Sal-Tech:
i. For documents and specifications: This must be considered as highly classified and should be properly filed for next production cycle.
ii. For drawings: This must be considered as highly classified and should be properly filed for next production cycle. Sal-Tech must be informed at least 1 month beforehand for any changes in production requirements; ie. changes in file format needed for production or others.
iii. For tools: This should remain at Supplier’s production address, kept and maintained in good condition for next use.

8. DELIVERY AND ACCEPTANCE
a) Goods shall be delivered in accordance to Incoterm noted in the Purchase Order – should vary as Ex-works “EXW”, Cost Insurance and Freight “CIF”, Free on Board “FOB”, Delivered at Place “DAP”, or others based on Incoterms 2020.
b) To ensure a more efficient handling of logistics-related transactions, including customs clearances and any logistic concerns, we kindly request that you direct all such communications to lo*******@******ch.com.
c) The supplier accepts that there exists a strict liability to supply the goods to the destination specified in the order placed by Sal-Tech.
d) The supplier is obliged to promptly inform where the equipment is kept when payment is met.
e) The title to the goods remains vested in the supplier until two conditions have been met;
• Payment of the purchase price.
• Receipt of delivery is communicated by Sal-tech to the supplier.

9. PAYMENT
a) Sal-Tech commits to pay the full purchase price, including, but not limited to any cost in connection with a follow up delivery, and ancillary costs for the terms set in contract with supplier.
b) Minimum term of payment is set to 30 days following the date on which the goods are delivered or as stated in written purchase order.
c) Sal-Tech will make payment to the bank account stated in the invoice communicated by the supplier.
• Invoice: All supplier invoices must be forwarded to Sal-Tech in PDF format to Email address: in*****@******ch.com for direct acceptances into our accounting system.
• Statements: All supplier statements and similar must be forwarded to Sal-Tech in PDF format to Email address ac******@******ch.com for handling by our finance department.
• All correspondence, including but not limited to; labelled goods and documents must specify our JC no. and Purchase Order reference number.
• No orders are valid without having the agreed order sum confirmed in writing.
d) If we default in our payment, then you may not charge us with an interest rate higher than 7% per annum.

10. TIME
a) Time is of essence with regards to the agreement that we enter into with you.
b) All orders sent by Sal-Tech should be confirmed by supplier in writing and must include a delivery time, especially for instances that the goods are not readily on stock. Said delivery time should be adhered to. Should there be changes or delays beyond supplier’s control, this must be discussed with Sal-Tech soonest possible time.
c) Provided that if it is proven to be the fault of the supplier in having the goods delivered late, then Sal-Tech will have the right to reject those goods.

11. PRODUCT LIABILITY
a) Supplier is responsible for the quality of the goods and thus, we reserve the right to have the item exchanged if it consists of any defects.
b) Products must match their specification and standard that is deemed necessary for Sal-Tech to carry out its business.
c) The supplier is liable to remedy any faults or defects in the goods as soon as a complaint is filed by Sal-Tech.
d) Supplier represents and warrants to Sal-Tech that:
i. Supplier will deliver to Sal-Tech good, exclusive and marketable title to Products, free and clear of all liens, security interests, claims and other encumbrances;
ii. All Products shall conform to the specifications, drawings, samples and/or other descriptions furnished or approved by Buyer, shall be fit and sufficient for the purpose intended, merchantable and free from defects in design, materials and workmanship; and
iii. Supplier will comply with all applicable federal, state, local or foreign laws, rules, regulations, orders or other directives in the manufacture, sale and delivery of Products. These warranties shall be in addition to any other warranties customarily extended by Supplier to its customers and shall survive inspection, test, acceptance and payment. Sal-Tech shall have the right to assign Supplier’s warranties to Sal-Tech’s customers.

12. WARRANTY AND DEFECTS
a) In the event that the goods are rejected by Sal-Tech’s customer, then Supplier’s 24 month guarantee becomes effective issued in favour of the customer, promising to repair or replace the goods.
b) The 24 months warranty takes effect from the date that the product is delivered to the address specified by Sal-Tech in the order placed.
c) In the event that Sal-Tech’s customer is delivered a faulty good which does not correspond to what we have ordered, then, the supplier is liable to cover the costs for replacing and collecting the goods from the specified address as indicated by Sal-Tech.
d) In case the product is returned due to Sal-Tech’s decision, then the costs for return will be borne by Sal-Tech.

13. PRODUCT CONFORMITY WITH HEALTH, SAFETY, AND ENVIRONMENTAL PROTECTION LEGISLATION
a) The supplier commits to deliver any goods or products in conformity with the standards laid down in the following legislation; Products sold to Sal-Tech must conform with
i. CE regulations.
ii. RoHS.
iii. UN charters.
iv. National law of the country to where the products are shipped for use.
v. National law within the territory the product is being produced in regards to production methods.
b) At Sal-Tech’s request, supplier will certify its compliance, in a reasonable amount of time and in a format acceptable to Sal-Tech, with any directive or specific law, rule or regulation related to RoHS, WEEE, REACH or other environmental requirements applicable to Supplier, including, without limitation, the EU Packaging Directive (EU 94/62/EC), Timber Regulation (EU) No 995/2010, the Stockholm Convention on Persistent Organic Pollutants 2004, Montreal Protocol on Substances Depleting the Ozone Layer 1987, and the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and Their Disposal 1992. At Sal-Tech’s request, Supplier shall also provide certificates to Sal-Tech when regulation changes or Product changes create a need for new certification. In addition, Supplier warrants and covenants that Supplier’s products comply with the RoHS Directive 2011/65/EU (“RoHS”) , the WEEE Directive 2012/19/EU (“WEEE”), the REACH Directive EC/1907/2006A (“REACH”), the Stockholm Convention 2004, Batteries Directive 2013/56/EU.
c) Supplier is fully aware of its obligations under these Directives, including, but not restricted to the following: Not to violate the substance bans under RoHS; to demonstrate compliance with the requirements listed in Module A of Decision 768/2008/EC; to keep the Technical Documentation for 10 years after the last sale of the respective product to the Sal-Tech; to affix, where applicable, the CE marking to the product; to make available required EU Declarations of Conformity; to provide Sal-Tech, upon request and free of charge, with information about preparation for re-use and treatment. At Sal-Tech’s request, Supplier will certify its compliance with any specific law, rule or regulation with which it must comply hereunder.

14. TERMINATION
a) At any time and with or without cause, Sal-Tech shall have the right to terminate all or a portion of the purchase order by written notice.
b) Sal-Tech reserves the right to cancel any order which does not correspond with the requirements in section 4. Documentation Requirements.
c) Sal-Tech reserves the right to cancel orders and receive refunds for completed payments if supplier does not comply with the documentation requirements of the end user country of residence.

15. WAIVER
a) Sal-Tech’s waiver of any breach of any provision contained in these Terms and Conditions will not waive any other breach by Supplier. Sal-Tech’s delay or failure to enforce its rights under these Terms and Conditions shall not be deemed a waiver of such rights.

16. PROCEDURES VALID IN CONJUNCTION WITH OUR DELIVERY AND PURCHASING CONDITIONS
a) This document may contain technical, confidential, proprietary or legally privileged information and is intended for the addressee’s use only. Any usage, disclosure, distribution, print or copying of any part of this message is prohibited unless you are the intended recipient and you have granted the right, in writing by Sal-Tech Easy Packaging to use, copy or convey in any way. All copyright © issues are owned by Sal-Tech Easy Packaging unless otherwise stated. If you receive this message in error, please delete it from any computer and notify the sender. If you suspect that this message may have been altered, please notify the sender. Sal-Tech Easy Packaging has taken every reasonable precaution to ensure that this e-mail and any attachments to this e-mail, has been scanned for viruses. However, Sal-Tech Easy Packaging does not accept liability for any damage caused by software viruses brought to you by any means. Our general terms to be found on www.sal-tech.com apply unless otherwise stated.

17. SEVERABILITY
a.) In the event that any provision hereof shall be held to be invalid or unenforceable by a tribunal or court of appropriate jurisdiction, the invalid or unenforceable provision shall be deemed deleted, and the remaining part of this Condition shall remain in full force and effect.

SUPPLIER AND SAL-TECH DO HEREBY ACKNOWLEDGE AND AGREE THAT THE PURCHASE ORDER IS PLACED, AND THESE TERMS AND CONDITIONS ARE MADE, ACCEPTED AND ENTERED INTO BY FORCE OF LAW.