Product terms and conditions
These General Terms and Conditions of Sale shall apply to all offers, orders and deliveries, unless otherwise agreed and confirmed in writing by Kem-En-Tec Diagnostics A/S (hereafter named KETD).
All offers are made subject to the goods being unsold. Offers are valid for a maximum period of 30 days from the date of the offer, unless otherwise explicitly agreed.
The Buyer shall, in the event that KETD’s order confirmation should deviate from the order by additions, reductions or reservations and the Buyer cannot accept such alterations, inform KETD to this effect within one week. Failing at that, KETD’ order confirmation shall apply.
Unless otherwise explicitly stated, prices are quoted exclusive of taxes and duties in both the country of the Buyer and KETD. Where such taxes and duties are explicitly included in the price, KETD may demand that any increase in such tax and duties is paid by the Buyer. KETD reserves the right to amend prices without prior notice.
Unless otherwise stated in the order confirmation or invoice, payment shall be made net cash 30 days from the date of invoice. The Buyer shall not be entitled to withhold payment due to set-offs which have not been admitted in writing by KETD. In case the Buyer does not comply with the payment due date, KETD may recover penalty interest from the time fixed for payment, at a rate of 1,5%for each full month and fraction thereof.
All expenses connected to transfer of payments are covered by the Buyer. All expenses connected to receiving payments are covered by KETD.
In addition further “Payment Information” is found on the website of KETD:
The agreed delivery clauses shall be interpreted in accordance with the latest valid Incoterms. In the absence of a formal Agreement, the goods shall be deemed to be sold “ex works”, Kem-En-Tec Diagnostics A/S, Kuldyssen 10, DK-2630 Taastrup, Denmark.
All information and data contained in KETD’ product information, material and price lists are binding only to the extent that these are expressly referred to in the Agreement.
If a delay in the delivery occurs either as a result of Force Majeure (reference is made to the section below) or by any act or omission on the part of the Buyer, the time for delivery shall be extended by a period which is found to be reasonable in view of the circumstances prevailing. In the event of significant delays caused by KETD, the Buyer shall be entitled to terminate the Agreement under the general provisions of Danish law. Unless the Buyer is able to prove that the delay was caused by gross misconduct on the part of KETD, the only remedy available to the Buyer shall be to terminate the Agreement. KETD shall not be liable for any loss of production, loss of profit or other indirect loss.
DEFECTS & COMPLAINTS
KETD reserves the right to opt between remedying the deficiency of the supply, making a replacement or crediting the Purchaser for the defective goods. When notifying KETD of a defect the Buyer shall state the number and date of the invoice and, at KETD’es request, return the goods to KETD at the Buyer’s expense. Over and above this, KETD shall not, after passage of the risk in the subject of sale, have any liability whatsoever for defects irrespective of whether such detects are due to causes arising before the passage of the risk, and irrespective of whether KETD has been guilty of misconduct.
KETD shall not be liable for any loss of production, loss of profit or any other indirect loss. In addition KETD shall not be liable for any defects attributable to faulty treatment, handling, transport, storage or any other form of negligence caused by others.
The Buyer shall, upon receipt of goods, forthwith thoroughly inspect the incoming and ensure that it is supplied in accordance with the Agreement. Complains of short deliveries and/or defective goods that should have been found in connection with such an inspection, shall be raised within two weeks after receipt. KETD shall not be liable in respect of complaints made after the expiration of such period. Complaints of defects which could not be expected to be found in connection with the incoming inspection shall be raised within one year after the receipt of the goods. KETD shall not be liable for complaints made after the expiration of such period.
KETD shall be liable for personal injury only if it is proved that such injury was caused by negligence of KETD or others that KETD is responsible for. KETD shall not be liable for damage to property occurring whilst the goods are in the possession of the Buyer nor shall KETD be liable for damage to products manufactured by the Buyer or to other products of which the Buyer’s products form a part. Apart from the limitations, KETD shall be liable for damage to property under the same conditions as for personal injury.
KETD shall in no circumstances be liable for loss of production, loss of profit or any other consequential damage or indirect loss.
To the extent that KETD might incur product liability towards any third party, the Buyer shall indemnify KETD provided KETD’ liability has been limited by the three preceding paragraphs. The above limitations in KETD’ liability shall not apply where KETD has been guilty of gross misconduct. If a claim for damage as described in this paragraph is lodged by a third party against one of the parties, the latter shall forthwith inform the other party thereof in writing. KETD and the Buyer shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by goods.
CASES OF RELIEF (Force Majeure)
The following circumstances shall be considered as case of relief if they impede the fulfilment of the Agreement or make the fulfilment unreasonably onerous: industrial disputes and any other circumstance beyond the control of the parties such as fire, war, general mobilization or unforeseen military mobilizations to a similar extent, requisition, seizure, currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the use of power and defects or delays in deliveries by subcontractors caused by any such circumstance referred to in this paragraph which had occurred prior to the formation of the Agreement shall constitute cases of relief only if their effect on the performance of the Agreement could not have been foreseen at the time of the formation of the Agreement. The party wishing to claim relief shall notify the other party in writing without delay on the intervention and on the cessation of such circumstance. Regardless of what might otherwise follow from the General Terms and Conditions of Sale, either party shall be entitled to terminate the Agreement by notice in writing if the performance of the Agreement isimpeded for more that six months by reason of any of the circumstances mentioned above.
THE PURCHASERS’ USE OF THE GOODS
In connection with the Buyer’s use of the goods including resale, the Buyer has an obligation to use/market these properly. The Buyer has to take precautions to the widest possible extent in order that neither the Buyer himself nor KETD shall incur product liability. Consequently, the Buyer is obliged to instruct his possible joint contracting parties about the properties of the goods to the extent that these cannot reasonably be taken as known. In addition make sure that the packaging, instruction, etc., contain the necessary descriptions and warnings. Finally, the Buyer shall to the widest possible extent ensure that a similar course of action is adopted in the subsequent stages in the market.
Concerning the above rules regarding product liability towards third parties, the Buyer’s non-observance of this provision shall be considered to incur liability to the same extent as any other form of misconduct on the part of the Buyer.
Disputes arising between the parties, including disputes on the interpretation or validity of the General Terms and Conditions of Sale, or disputes arising out of or in connection with KETD’s offer/order confirmation, or related to any delivery from KETD to the Buyer, shall be finally settled in accordance with Danish law. The Maritime and Commercial Court of Copenhagen is the only accepted venue.
May 15rd, 2014
Kem-En-Tec Diagnostics A/S