General Terms

for ACelSHOP ApS


October 2004

1.       Application

1.1     These general terms of delivery and sale apply to any quotation, orders and delivery
         unless specially derogated from by another written agreement between the parties.

2.     Quotation and prices

2.1     All quoted and agreed prices are exclusive of VAT.

2.2     From the date of quotation ACelSHOP ApS is entitled to an allowance for a decrease in
         costs due to alterations in the rates of exchange and/or public taxes and dues.
         Furthermore the right to prior sale is reserved.

2.3     Quotations are valid for a period of one month from the date of issue unless otherwise
         specifically agreed.

2.4     If the scheduled delivery date – due to agreement according to NL 92, clause 12 - is
         postponed by more than 6 months ACelSHOP ApS is not bound by the price agreed upon,
         but is entitled to claim a reasonable price fixed proportional to the current prices on the
         date of delivery.

3.    Delivery and transport

3.1     The articles are delivered “Ex Works” according to Incoterms 2000 unless otherwise agreed.

3.2     In general the stated times of delivery are intended as a guide. If agreement is made
         regarding a fixed time of delivery, the time of delivery is determined from the day
         when the final order is confirmed by ACelSHOP ApS and all information necessary for the
         execution of delivery is received by ACelSHOP ApS

4.   Invoicing and payment

4.0     We offer various ways for you to pay for your order. You can do so, using any of the

  • Visa
  • Mastercard

4.1     Standing orders are invoiced by the month.

4.2     Unless otherwise stated on the invoice the total invoice amount is due for payment net
         cash on the date of invoice. Cash discounts – if any – appear from the invoice.

4.3     Minor faults, defects and delays in delivery – if any – do not justify the Buyer to withhold
         any part of the payment.

4.4     From the day of maturity an interest on overdue payments of 1.5% for every month or
         part thereof is charged.  A reminder fee of DKK 75.00 is charged any reminder.

5.    Return of articles

5.1     Articles delivered can only be returned to ACelSHOP ApS  prior to separate written
         agreement with ACelSHOP ApS . Production articles and procured articles can not be

6.     Liability for defects

6.1     ACelSHOP ApS guarantees the original Buyer that the articles delivered are free from
         defects. Not with standing NL 92, the clauses 25 and 28, the following applies:

6.2     The Buyer bears the expenses and runs the risk of transporting all defective articles to
         ACelSHOP ApS , whereas ACelSHOP ApS bears the expenses and runs the risk of transporting
         all replaced or repaired parts to the place of destination, stipulated in the agreement or – if
         such is not stipulated – to the place of delivery. When written complaint according to NL 92,
         clause 24, is received by ACelSHOP ApS the defect is to be remedied as soon as possible and
         according to circumstances. If ACelSHOP ApS effects the above repairs at the site of the Buyer,
         the Buyer shall pay all expenses of travelling, allowances, compensation for travelling time
         and hotels for the employees of ACelSHOP ApS . Furthermore the Buyer shall pay all
         expenses of dismantling and re-installation.

6.3     The liability of ACelSHOP ApS to fulfill its obligations concerning the remedying of defects
         only includes articles delivered by ACelSHOP ApS .

7.    Liability for damages caused by the materiel (product liability)

7.1     Not with standing the stipulation in NL 92, clause 36, the following applies:

7.2      ACelSHOP ApS  is liable for personal injury in accordance with Act no. 371 of June 7, 1989,
            regarding product liability, however, a compensation for damage - if any – is limited to a max.
         of DKK 5,000,000.00 per injured party.

7.4     ACelSHOP ApS is only liable for damage to real property and goods, if it can be proved that
         the damage is due to mistakes or neglects on the part of ACelSHOP ApS or others for
         whom ACelSHOP ApS is responsible. The liability for such damage is limited to a max. of
         DKK 5,000,000.00 per damage.

7.3     The total compensation for damage for personal injury as well as damage to real property
         and goods is in all cases limited to an amount corresponding to 10 times the sales price,
         which ACelSHOP ApS received from the Buyer for the specific product, causing the damage.
         However, the total compensation of damage can not exceed DKK 10,000,000.00, for which
         amount ACelSHOP ApS has taken out an insurance.

7.5     If product liability is imposed on ACelSHOP ApS  – whether property damage or personal
         injury – towards a third party, the Buyer is obliged to indemnify ACelSHOP ApS  in so far as
         the liability of ACelSHOP ApS exceeds DKK 10,000,000.00.

8.   Applicable law and venue

8.1     Any dispute concerning orders or contracts shall be settled in accordance with Danish Law
         at The Maritime and Commercial Court in Copenhagen, irrespective of the Buyer or
            ACelSHOP ApS instituting proceedings. 

9.  Special terms

9.1     Unless otherwise agreed in these general terms of delivery and sale the parties agree that
         NL 92 is applicable. In case of discrepancies between NL 92 and these terms of delivery
         and sale the latter shall prevail.