General Terms and Conditions of Sale
- Scope of Applicability
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by Bioras notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the Customer. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by Bioras unless and until we expressly confirm our acceptance in writing.
1.2 We reserve the right to change these GTCS at any time. We will give the Customer thirty calendar days’ notice of any changes by posting notice on our website.
- Offers, Purchase Orders and Order Confirmations
2.1 All offers made by Bioras are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 If the Customer requires special specifications that are not shown in the Supplier’s standard specifications, these must be specifically stated in writing.
2.2 All purchase orders issued by the Customer shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by Bioras in writing.
3.1 The prices stated are fixed by acceptance within the time stipulated for acceptance.
3.2 Unit prices in quotations are current prices ex works. In case of partial orders, reservations are made as to adjusting the price.
3.3 Freight charges are added to the prices, and, if applicable, extra charges in connection with an agreed extended time of payment, as well as any taxes, charges, contributions, etc. applicable from time to time.
3.4 Prices exclude, and Customer is responsible for, any sales, use, service, value added, and like taxes (“Taxes”) arising from the purchase of the Products and Services. If Customer is exempt from any Taxes, the Customer must provide Bioras with the appropriate tax exemption documentation at the time the order is placed.
- Terms of Payment
4.1 Prices Payment terms are stated on the order confirmation. If no payment terms are stated the following applies: Net cash within 8 days after the invoice date. If payment is not timely rate with 2%. month started.
- Terms of Delivery
5.1 Unless expressly stated otherwise in Bioras’s order confirmation, all deliveries of goods shall be in accordance with Incoterms 2010.
5.2 The delivery dates of goods shall be those set forth in Bioras order confirmation. The times of delivery stated are approximate, and if a stated time of delivery cannot be observed or a delay must be
considered likely, the Customer will to the extent possible be notified thereof and of the time when delivery is expected to take place.
5.3 Bioras reserves the right to make delivery in instalments.
6.1 Shipment is for Customer’s account and risk, and any damage or delays occurring during shipment will therefore not be compensated.
6.2 Products delivered on trial/loan must be returned on the terms and conditions stipulated on the delivery note. Any breach will be debited by an amount equal to the value of the borrowed products.
- Acceptance of goods
7.1 Goods must be inspected upon receipt. Delivered goods are deemed to be accepted, unless written notice of rejection specifying the reasons for rejection is received by us within five calendar days after delivery of the goods.
8.1 We warrant that upon delivery and for a period of twenty-four months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.
8.2 With respect to goods which do not conform to the warranty Bioras’s liability is limited to one of the following (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or ought to have discovered it.
8.3 Bioras makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes Bioras sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, Bioras makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
- Intellectual Property Rights Infringement
9.1 If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, Bioras will, at our option and expense, (i) procure for the Customer the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a resonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
- Limitation of Liability
10.1 Bioras is not liable for any incidental, indirect, special, or consequential damages arising out of or in connection with the Goods or Services provided by Bioras, including without limitation loss of use of the Products or any other software or data, including inability to achieve a particular result, even if Bioras has been advised of the possibility of such damages or even if the damage is the direct result of an instruction or suggestion made by Bioras. Except for claims that the Services caused bodily injury (including death), Bioras’s total liability arising out of or in connection with any event or series of connected events occurring in connection with the Services shall not exceed the amount of fees paid under the separate written agreement between Customer and Bioras.
- Force Majeure
- 11.1 Bioras shall not be responsible for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of nature or governments; interruptions of telecommunications, power or transportation; failure of contractors or suppliers; or inability to obtain necessary labor or materials (“Force Majeure Event”). In the event of a Force Majeure Event, Bioras reserves the right to cancel the applicable order without any liability to Customer.
- 12.1 Any disputes concerning the conclusion or construction of the agreement shall be settled in accordance with Danish law, including general custom and trade custom.
13.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between the Customer and Bioras.
13.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
13.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
13.4 These GTCS and all contracts of sale entered into between the Customer and Bioras shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either Customer or Bioras against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.