1. Validity

1.1 These Terms and Conditions of Delivery and Payment (“Terms and Conditions”) apply to our deliveries and services to all customers, in particular also clinics, distributors, hospitals, doctors, regions, municipalities or other legal entities under public law or a special public fund (“Purchaser”).
1.2 These Terms and Conditions also apply to all future business relationships with the Purchaser even if this has not been expressly agreed upon.
1.3 Any deviating terms and conditions of the Purchaser which we do not expressly acknowledge in writing are not binding on us, even if we do not expressly object to them.

2. Offer and conclusion of contract

2.1 Our offers shall lapse if not accepted within 30 days.
2.2 If the Purchaser’s financial situation and/or liquidity situation deteriorates significantly after conclusion of the contract, or if such circumstances already exist at the time the contract is concluded but only become known subsequently, we may withdraw from the contract if the Purchaser is not prepared to provide concurrent performance, security or advance payment despite being requested to do so.

3. Prices, delivery terms and payment

3.1 Unless otherwise agreed, all prices indicated by us are net prices in the currency indicated. VAT at the currently applicable rate will be added to the prices.
3.2 If the Purchaser has been credit approved by us, payment terms shall be 14 days from the date of the invoice unless otherwise agreed.
3.3 Otherwise, payment must be made, at our choice, cash against documents or against irrevocable documentary credit confirmed by a Danish bank.
3.4 Even if there are complaints on the grounds of defects, the Purchaser may only set-off or exercise a right of retention against our due payment claims if its counterclaims are undisputed or final and absolute.
3.5 If the Purchaser is in default with payment interest will accrue in accordance with the Danish Act on Interest (in Danish=renteloven).

4. Shipping and handling

4.1 Unless otherwise agreed, our deliveries are EXW Incoterms 2020. Except for deliveries to Scandinavia, Netherlands, Belgium and Germany where the terns are DAP; place of delivery as specified in the order or order confirmation.
4.2 For each country, the shipping and handling terms apply as follows:

• Denmark: For orders under 2500 DKK, a shipment fee of 300 DKK will be added.
• Sweden: For orders under 3500 SEK, a shipment fee of 450 SEK will be added.
• Norway: For orders under 3500 NOK, a shipment fee of 450 NOK will be added.
• Germany: For orders under 500 EUR, a shipment fee of 45 EUR will be added.
• Netherlands: For orders under 300 EUR, a shipment fee of 45 EUR will be added.
• Belgium: For orders under 300 EUR, a shipment fee of 45 EUR will be added.

For all orders meeting or exceeding these thresholds, standard shipping terms apply, and no additional shipment fee will be charged. All shipments to these regions follow EXW (Ex Works) terms, with the buyer responsible for transport costs and risk beyond the point of dispatch

4.3 If possible, special requests by the Purchaser concerning the shipping method will be taken into account in return for reimbursement of the additional costs.

5. Delivery; delay in delivery

5.1 We reserve the right to make partial deliveries, deliveries in other sizes or packaging or replacement deliveries, to the extent the Purchaser can be reasonably expected to accept them.
5.2 Compliance with delivery dates and performance deadlines is subject to the condition that we are supplied correctly and promptly by our suppliers, insofar as we are not responsible for the delay in delivery by our suppliers. We will notify the Purchaser as soon as possible if it becomes apparent that delays are likely.

6. Reservation of title

6.1 We reserve title in the delivered goods (“Reserved Goods”) until all claims arising from the business relationship, including any outstanding balances receivable from current accounts, are settled in full.

7. Returns of defective goods

7.1 It is only possible to return defective goods in return for a credit note with our prior written consent.
7.2 The Purchaser is responsible for ensuring that goods which are returned are not contaminated by infectious agents and that they do not pose a health hazard.
7.3 Goods which may not be returned pursuant to clause 8 and which the Purchaser has sent back to us unbidden will not be returned to the Purchaser. We reserve the right to destroy such goods received unbidden at the cost of the party returning the goods.
7.4 Returns may only be made using the return slip issued by us. The Purchaser must pack and ship the goods at its own expense in a sturdy cardboard box, e.g. the original box, and use a transportation aid, if necessary.

8. Claims for material defects

8.1 The Purchaser will inspect the goods without undue delay after receipt and notify us in writing of any defects without undue delay, at the latest five working days after delivery or performance. The Purchaser must notify us in writing and without undue delay of any defects which were not recognisable in the context of its due incoming goods inspection, at the latest three working days after discovering the defects. If complaints or notification of defects are not made on time, deliveries and services are deemed approved unless the defect was maliciously concealed.
8.2 We only assume guarantees to the extent that we have assumed a guarantee in writing for the respective product group.
8.3 We are entitled to choose between remedying the defects or supplying a replacement. If the defect cannot be remedied even by a second repair or replacement delivery, if such remedy of the defect is unjustifiably refused, unduly delayed, if it is impossible for other reasons or if it is unreasonable for the Purchaser, the Purchaser may, if the other conditions are met, withdraw from the contract or demand a reduction of the purchase price.
8.4 The warranty period (reklamationsperiode) shall be equal to the shelf life of the goods or 6 months from delivery of the goods if shorter. This period does not apply to claims asserted by the Purchaser for compensation arising from injury to life, limb or health or from wilful or grossly negligent breaches of duty which become statute-barred in each case under statutory provisions.

9. Liability

9.1 In no event will we be liable to the Purchaser for any special, incidental, punitive or consequential damages (including, but not limited to, lost profits or revenue, loss of use, lost business opportunities or loss of goodwill), arising out of, relating to our deliveries or services, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), product liability or otherwise.
9.2 The aggregate liability relating to any claim shall in all circumstances to the value of the concerned deliveries or services giving reason for the claim.
9.3 The parties have agreed that these limitations will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

10. Compliance

10.1 The Purchaser will fully comply with all applicable laws and regulations, such as economic sanctions laws and regulations, laws and regulations governing the import, export and re-export of goods and services, laws relating to marketing and consumer protection and any laws applicable to the import and/or export of goods and services as they relate to customs duties, charges and other taxes (“Customs Regulations”).

11. Applicable law

11.1 All legal relationships between the Purchaser and us are subject to the law of Denmark excluding the United Nations Convention on Contracts for International Sale of Goods (CISG).

12. Arbitration

12.1 The parties irrevocably agree that any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be settled by arbitration in accordance with the Rules of the Danish Institute of Arbitration. The venue shall be Copenhagen and the language of the proceedings shall be English.

13. Miscellaneous

13.1 Should any provision of these Terms and Conditions or a provision in connection with other agreements be or become invalid, this will have no effect on the validity of the remaining provisions or agreements.

Published: 01/11/2024