Terms of Trade

Terms of sale and delivery

The following general terms of sale and delivery apply to the extent they have not been derogated from by written agreement between the parties, and apply to all offers, order confirmations, sales and deliveries made by STEP A/S. The terms apply in both consumer and commercial relationships. As regards consumer purchases, the content of the terms yields to mandatory consumer protection legislation. STEP A/S is entitled to have the services to be delivered performed by subcontractors.

Prices

STEP A/S is entitled at any time to change its prices/price lists. The price for the services delivered by STEP A/S follows STEP A/S' price list in force at the time STEP A/S is to deliver the customer's order, unless the parties have agreed otherwise in writing. All prices are exclusive of VAT and duties, including but not limited to environmental surcharges etc.

Payment

Payment must be made by the date stated on the invoice. If no such date is stated, the payment terms are 8 days net. If payment is not made on time, STEP A/S is entitled to charge interest on the amount due at 2% per month of the balance outstanding at any time, from the time of delivery until payment is made. In consumer purchases, however, interest is charged only in accordance with the Danish Interest Act. STEP A/S charges a reminder fee of DKK 100,00 for each payment reminder issued. After the stipulated due date, non-payment may result in referral to legal debt collection without further notice, and STEP A/S may charge collection costs beyond what is stipulated in Executive Order no. 601 of 12 July 2002. The customer is not entitled to withhold any part of the purchase price as security for the fulfilment of STEP's obligations, nor does a delay in an insignificant part of the delivery entitle the customer to refrain from paying the full amount under the agreements made. STEP A/S pays the commission applicable at any time to nominated agencies.

Confidentiality

At the customer's request, STEP A/S is obliged to keep confidential any confidential information STEP A/S receives regarding the customer's business. The customer undertakes to keep confidential any information regarding STEP A/S, unless the information is generally available to third parties. The parties' confidentiality obligations survive the termination of other parts of the agreement.

Complaints and defects

For a period of 12 months from delivery of the goods sold, STEP A/S is liable for material manufacturing or material defects, provided the customer can prove that the fault or defect is due to intent or negligence on the part of STEP A/S or its people. In consumer purchases, the complaint period is 24 months, cf. the rules of the Danish Sale of Goods Act. However, the right to complain lapses in the case of use of material approved by the customer towards STEP A/S; exceptions to this are printing errors, insertion date errors and placement errors. If STEP A/S is liable for faults and defects under the above, STEP A/S is entitled to remedy the defect where possible. The customer is urged, immediately upon delivery, to carry out such examination as proper business practice requires, including personally examining the content and scope of the service in STEP A/S' media. If the goods sold suffer from a defect, the customer must notify STEP A/S immediately. If a complaint is not made immediately, the defect cannot be invoked – which likewise includes re-insertion/re-delivery of the same service. Any damages can in no event be claimed to cover the customer's operating loss, loss of profit, penalty payments or other indirect loss. STEP A/S' liability for damages per event giving rise to liability cannot under any circumstances exceed an amount corresponding to the price of the service to which the liability relates, exclusive of VAT.

Retention of title

STEP A/S retains title to the goods sold until full and final payment, including any interest and costs, has been made. If the goods have been altered or processed, title is retained such that it covers the altered or processed goods at an amount corresponding to the value of the goods at the time of sale.

Material and proofs

Finished material is sent to STEP A/S according to detailed specifications. The customer is responsible for submitting material, whether finished material or material for further processing. Material and any corrections to proofs must be submitted in accordance with the deadlines set by STEP A/S.

Delivery time

The stated delivery time is approximate and subject to delay due to force majeure and other circumstances beyond STEP A/S' control, cf. below. If the delivery time has been agreed for a specific date/time, the delivery date is postponed until such time as STEP A/S has received from the customer all the precise information required for the execution of the order, and STEP A/S has had the opportunity to process the received information in the usual manner. If the customer does not fulfil any due payment obligations, the delivery time is postponed by a period corresponding to the delay of the payment in question. STEP A/S may, however, freely change delivery dates, content and layout without any notice. If delay occurs for reasons other than those mentioned above, this does not entitle the customer to cancel the transaction in whole or in part, or to exercise other remedies for breach against STEP A/S, unless the delay must be considered material and STEP A/S has not thereafter made delivery within 14 days of receiving a written demand to that effect from the customer. Any damages can in no event be claimed to cover the customer's operating loss, loss of profit, penalty payments or other indirect loss. STEP A/S' liability for damages per event giving rise to liability cannot under any circumstances exceed an amount corresponding to the price of the service to which the liability relates, exclusive of VAT.

Marketing

Upon entering into a purchase agreement with STEP A/S, the contact information provided may be used for marketing purposes pursuant to the provisions of Section 10(2) of the Danish Marketing Practices Act.

Right of withdrawal in consumer purchases

In consumer purchases involving distance selling, the Customer has a 14-day right of withdrawal, cf. the rules of the Danish Consumer Contracts Act. If the Customer wishes to withdraw from the purchase, notice to that effect must be sent to STEP A/S within 14 days. For purchases of services, including digital content not delivered on a physical medium, the period runs from the day the agreement is concluded. For purchases of goods, the period runs from the time the consumer, or a third party designated by the consumer other than the carrier, takes physical possession of the goods. If the last day for exercising the right of withdrawal falls on a public holiday, a Saturday, Danish Constitution Day, 24 December or 31 December, the period expires on the following business day. Withdrawal may be effected by written notice to STEP A/S in a separate letter or by using the standard withdrawal form provided by STEP A/S. When exercising the right of withdrawal, the Customer must, without undue delay and no later than 14 days after notice of exercise of the right of withdrawal has been given, dispatch the goods to STEP A/S. The Customer bears the costs of returning the purchased goods. The consumer is liable for any deterioration in the value of the goods beyond the deterioration resulting from the handling of the goods necessary to establish the nature, characteristics and functioning of the goods. When exercising the right of withdrawal for purchases of services, the customer may be required to pay for the part of the service already delivered, if performance of the agreement was commenced at the customer's request before the expiry of the withdrawal period. The right of withdrawal applies only to the extent that this follows from the rules of the Danish Consumer Contracts Act. Among other things: Cancellation is not possible after the booking deadline. The insertion will be charged.

Intellectual property rights, etc.

All intellectual property rights created by STEP A/S, including copyright, design law, trademark law and marketing law material, which is either to be submitted with an offer or is contained in the delivery made by STEP A/S, are the property of STEP A/S unless expressly agreed otherwise, and may not, without STEP A/S' written permission, be reproduced, published, distributed, copied, presented to other companies or used as a basis for carrying out work. All intangible material that STEP A/S has produced for use in offers or that is contained in the delivery made must be returned on demand. The customer may, upon request, receive the online advertisement for use in the same type of advertising in other media. STEP A/S reserves the right to invoice DKK 500,00 per advertisement for forwarding the advertisement. Other products (commercials, audio logos, jingles, etc.) may only be bought out for use by separate agreement with STEP A/S and will in any event be subject to usage restrictions. In such cases, the price is set individually. These rights may be purchased upon completion of production.

Product information, advisory liability

STEP A/S is in general only liable for the goods sold conforming to the specifications stated in connection with the sale – not for whether the goods are suitable for the customer's use. Liability beyond this is assumed by STEP A/S only if STEP A/S has provided separate, written advice to the customer in the form of preparation of an advertisement specification, or where STEP A/S has issued a written statement on the suitability of the goods sold for a specifically stated purpose to a customer who cannot be assumed to possess the necessary expertise in the field to independently assess the question of the goods' suitability. STEP A/S bears no liability for statements where it is indicated that the statements are based on a discretionary assessment or an evaluation. STEP A/S assumes liability only if the advice provided must be said to be indefensible in relation to the knowledge STEP A/S possessed at the time of the advice about the subject of the advice. STEP A/S' advice is provided on the basis of data supplied by STEP A/S' suppliers, and STEP A/S covers losses resulting from errors in this data material only to the extent that STEP A/S' suppliers compensate STEP A/S for such losses.

If errors are found in the written advice provided by STEP A/S together with its delivery, the customer must, without undue delay, immediately after the customer becomes or should have become aware of the existence of the error, notify STEP A/S. In the event of failure to comply with this provision, STEP A/S compensates only such losses as may have arisen as a direct consequence of STEP A/S' erroneous advice at the time the customer should have notified STEP A/S. In the event of timely complaint, STEP A/S provides the customer with new advice free of charge. STEP A/S is never liable for operating losses, loss of profit, penalty payments or other indirect loss. STEP A/S' liability for damages per event giving rise to liability cannot under any circumstances exceed an amount corresponding to the price of the service to which the liability relates, exclusive of VAT. The customer is at all times responsible for the legality of the information appearing in the content and design of the advertisement. The customer is furthermore responsible for ensuring that the advertisement does not infringe third-party rights and is not offensive. The customer indemnifies STEP A/S against any claim and loss in this connection. STEP A/S further reserves the right to reject advertisements, spots etc. that are contrary to legislation, or out of consideration for readers and listeners. Likewise, STEP A/S reserves the right to label an advertisement with the heading "ANNONCE" (advertisement) if STEP A/S assesses that the content may be confused with editorial text.

Force majeure

STEP A/S is not liable to the customer when the following circumstances occur after conclusion of the agreement and prevent or postpone performance of the agreement: war and mobilization, insurrection and civil unrest, acts of terrorism, natural disasters, strikes and lockouts, shortage of goods at STEP A/S' subcontractors, as well as defects in or delays of deliveries from subcontractors, fire, lack of transport options, currency restrictions, import and export restrictions, death, illness or departure of key personnel, computer viruses or other circumstances beyond STEP A/S' direct control. In such cases, STEP A/S is entitled to postpone delivery until the impediment to performance has ceased, or alternatively to cancel the agreement in whole or in part without liability.

Other

Changes or additions to these terms of sale and delivery must be agreed in writing to be valid between STEP A/S and the customer

Product liability

For damage directly covered by Act no. 481 of 7 June 1989 on product liability, the provisions of that Act apply. As regards product liability not covered by the provisions of the aforementioned Act, the following limitations apply: STEP A/S is only liable for personal injury if it is proven that the injury is due to errors or negligence committed by STEP A/S or others for whom STEP A/S is responsible. STEP A/S is not liable for damage to real property or movable property occurring while the material is in the customer's possession. Nor is STEP A/S liable for damage to products manufactured by the customer or to products in which they are incorporated. Otherwise, STEP A/S is liable for damage to real property and movable property on the same conditions as for personal injury. STEP A/S is not liable for operating losses, loss of earnings or other indirect loss. To the extent STEP A/S is held liable for product liability towards third parties, the customer is obliged to indemnify STEP A/S to the same extent as STEP A/S' liability is limited under the 3 preceding paragraphs. These limitations of STEP A/S' liability do not apply if STEP A/S has been guilty of gross negligence. If a third party raises a claim against one of the parties for liability under this clause, that party must immediately notify the other thereof. STEP A/S and the customer are mutually obliged to submit to proceedings before the court or arbitral tribunal hearing claims for damages raised against either of them on the basis of damage.

Governing law and venue

In the event of disagreement between the parties, the dispute shall be settled under Danish law with the Court in Vejle as the proper venue. The aforementioned choice-of-law rule does not, however, include the rules of Danish private international law. STEP A/S may, however, require the dispute to be settled by arbitration in accordance with the rules applicable at any time. The arbitral tribunal shall have its seat in Vejle.