General Conditions of Sale for ALPAP A/S

Version valid from 30th January 2004.

Unless otherwise agreed in writing by the parties, all ALPAP A/S products shall be delivered on the basis of the delivery terms specified below:

1. Quotes and acceptance:

Unless otherwise agreed in writing, all quotes for deliveries shall be binding for 14 days from the date of the quote.
All quotes shall refer to these General Conditions of Sale, which shall form part of the purchase agreement.
The purchase agreement shall be deemed to have been concluded when the buyer's written acceptance has reached ALPAP A/S or when ALPAP A/S issues an order confirmation on the basis of the order of the recipient. All order confirmations shall refer to these General Conditions of Sale, which shall form part of the purchase agreement.

2. Price:
Price lists etc. shall be considered to be directional as the price stated in the order confirmation/quote shall apply.

3. Buyer's changes to ALPAP A/S' quote:
Any changes or additions to ALPAP A/S' quote shall be regarded as a new quote and shall require ALPAP A/S' acceptance including any reservations as regards changes to the delivery time and price. Clause 2 above shall not apply in case of changes.

4. Delivery:
The CIP clause (Incoterms 2000) shall apply regardless of whether the goods are delivered in Denmark or abroad. This means that ALPAP A/S shall select the carrier and shall pay for the transport. The risk shall pass to the buyer on delivery of the goods to the carrier.

5. Delivery time:
If the delivery from ALPAP A/S is substantially delayed, the buyer may in writing notify ALPAP A/S of a reasonable final date for delivery within which ALPAP A/S shall deliver. If ALPAP A/S fails to deliver within this deadline, the buyer may in writing cancel the agreement concerning the delayed delivery. However, ALPAP A/S shall be entitled to demand a longer delivery time if the delay is caused by circumstances beyond the control of ALPAP A/S, cf. clause 16 below.

If an instalment delivery from ALPAP A/S is delayed, the buyer may only cancel the agreement for the delayed delivery unless the buyer can substantiate that it is obvious that subsequent deliveries will also be delayed. If the agreement is cancelled according to the above provision, the buyer shall be entitled to claim compensation. Claims for compensation shall not exceed the additional costs of buying similar goods elsewhere. Compensation shall not be paid for indirect losses such as, but not limited to, operating loss or loss of profits. The buyer may not claim any kind of compensation if the agreement is not cancelled.

6. Payment:
Unless otherwise agreed, the terms of payment shall be net 30 days from invoice date. In case of sale for successive delivery over a fixed period the goods shall be invoiced at fixed intervals according to specific agreement. If the buyer fails to take delivery of the goods, payment shall nevertheless be effected. If due amounts are not paid on time, default interest shall be charged at 2.5 p.c. for each month or fraction of a month.

Any case of overdue payment shall entitle ALPAP A/S to cancel the agreement. Furthermore, ALPAP A/S shall be entitled to compensation for any loss in connection with the overdue payment.

7. Reservation of title:
All goods delivered shall remain the property of ALPAP A/S until the buyer has settled all outstanding accounts in full.

The buyer shall be entitled to resell the goods comprised by the reservation of title if this forms part of the buyer's ordinary business.

In case of resale the buyer shall inform ALPAP A/S and at the same time assign his claim regarding the sale to ALPAP A/S regardless of whether or not the sale concerns further processed products.

It shall be the buyer's responsibility to collect the assigned claims unless ALPAP A/S wishes to invoke its right to collect these itself if the buyer fails to comply with his payment obligations.

The buyer shall insure the goods comprised by the reservation of title against theft, fire, destruction and water damage. The buyer shall, at the request of ALPAP A/S, present documentation of such insurance.

8. Buyer's obligation to examine:
On delivery the buyer shall conduct a detailed examination of the quality and quantity of the subject of the sale. The buyer shall in this connection perform proper testing under realistic production circumstances. If the delivered goods are defective or there is reason to believe that they are defective, the buyer shall immediately stop production and shall forthwith inform ALPAP A/S of the defect.

9. Defects:
If the delivered goods are found to be substantially defective and ALPAP A/S is responsible for the defects, ALPAP A/S shall replace, repair or mend the goods at no expense to the buyer. ALPAP A/S shall have no further liability for any loss. No compensation shall thus be paid for operating loss, loss of profits or other indirect losses. ALPAP A/S shall not be responsible for any defects attributable to circumstances at the buyer's premises.
The buyer is aware of the reference sheet applying at any time and accepts that any complaints shall be subject to this sheet. The parties agree that variations in quality as stated in the above-mentioned reference sheet including, but not limited to, tooth marks from the Flexo printing machine, shall not be regarded as a defect if the differences are less than 3 p.c. per delivery.

10. Complaints:
Complaints regarding defects/delays shall be made in writing to ALPAP A/S within 48 hours from receipt of the goods.

11. Reproduction materials:
Drawings, printing blocks, photo work, films, punching moulds and other production equipment apart from data-based material belonging to the buyer or his representative shall be stored by ALPAP A/S free of charge for one year from invoice date. ALPAP A/S shall, however, be entitled to invoice amounts concerning hand over from ALPAP A/S' sub-suppliers. After this period a payment of 10 p.c. of the invoice amount shall be charged for a period of max five years after invoice date. After this period ALPAP A/S shall be entitled to dispose of the stored materials without further notice. Data-based material shall be stored free of charge at the buyer's risk for 12 months after which it may be destroyed without further notice.

ALPAP A/S shall be entitled to retain the stored material until all outstanding accounts between ALPAP A/S and the buyer have been finally settled.

12. Intellectual property rights:
ALPAP A/S drafts, layouts, art work, text proposals etc. shall be the property of ALPAP A/S and shall not be handed over to a third party. The responsibility for any infringement of copyright, patents, trade marks, patterns etc. shall rest solely with the buyer. If ALPAP A/S incurs liability to a third party due to the buyer's lack of rights, the buyer shall indemnify ALPAP A/S for such liability. The buyer shall be obliged to answer in actions before the same court that hears claims regarding ALPAP A/S' liability to a third party.

13. Product liability:
ALPAP A/S shall only be liable for any damage caused by the sold goods if it can be proved that the damage can be attributed to an error on the part of ALPAP A/S. In no case, however, shall ALPAP A/S be liable for any operating loss, loss of profits or other indirect losses. ALPAP A/S' liability for damage to property shall not exceed DKK 1 million. In so far as liability is imposed on ALPAP A/S in connection with the buyer's use of the sold goods - including resale - the buyer shall indemnify ALPAP A/S for the liability thus imposed on it if the liability exceeds the agreed limits. The buyer shall be obliged to answer in actions before the same court that hears claims for damages against ALPAP A/S in connection with the sold goods.

14. Force majeure:
If delivery is prevented due to force majeure, ALPAP A/S shall be exempt from any liability and reserves the right to cancel the agreement in whole or in part or to postpone the delivery by a period that is reasonable in the circumstances in addition to the delivery time fixed in the agreement.

The following shall be considered force majeure: Industrial conflicts and any other circumstances beyond the control of the parties such as acts of God, fire, war, mobilisation or unforeseen military conscription of the same extent, requisitioning, sequestration, foreign exchange restrictions, civil commotion or civil unrest, lack of means of transport, general lack of goods, rejection of major work, restrictions on power and defective deliveries from suppliers or delays of deliveries from such suppliers due to one or more of the circumstances mentioned in this clause. The party wishing to invoke such circumstances shall without undue delay inform the other party in writing about their occurrence and cessation as well as the consequences of the force majeure situation for the delivery.

15. Foreign exchange:
In connection with in foreign currency sales ALPAP A/S reserves the right to increase the price in case of exchange rate changes of more than 5 p.c., devaluation or other negative exchange rate influences on the foreign currency in question during the period between the conclusion of the agreement and the date of payment.

16. Governing law and modifications:
Any dispute between the buyer and ALPAP A/S shall be settled by arbitration with the Copenhagen Maritime and Commercial Court as the correct venue, and the president of the court shall appoint an arbitrator. In cases concerning values of more than DKK 1 million three arbitrators shall be appointed.

Danish law shall apply except for the rules on reservation of title in so far as an agreement has been concluded regarding the extension to the reservation of title that is valid according to current law in the state in which the goods are received.