1. Scope and validity
The following General Terms and Conditions of Sale and Delivery shall apply to all deliveries un-less otherwise agreed in writing between Meditec Plaststøbning A/S (hereinafter called “Meditec”) and the Customer. Any deviation from the terms and conditions which may be specified in the Customer’s order etc. shall be regarded as invalid unless accepted in writing by Meditec.
2. Offer and order confirmation
Meditec’s offer shall be valid for 30 days from the date of the offer unless a shorter period is specified.
An order shall not be binding on Meditec until Meditec’s order confirmation has been received by the Customer. If the Customer objects to the contents of the order confirmation, such objections shall be made in writing and reach Meditec within 7 (seven) days of the order confirmation date.
The Customer is not entitled to cancel or alter an order placed unless accepted in writing by Meditec in exceptional cases. In case of acceptance of any such cancellation or alteration, the Customer shall reimburse Meditec for any additional costs and losses resulting from the cancellation, subject to a minimum amount of 30% of the agreed purchase price exclusive of VAT.
3. Prices and terms of payment
The Customer price specified in Meditec’s offer does not include taxes, duties, dispatch or any other type of fees, charges or expenses unless accepted in writing by Meditec. In addition to the purchase price, the Customer accepts to reimburse Meditec for any public taxes, duties and/or other fees and charges which are payable by the Customer in connection with the sale and transport of the purchased goods. Offers are subject to Meditec’s order confirmation and credit approval of the Customer.
Meditec’s terms of payment are 8 (eight) days from the invoice date unless otherwise agreed.
If the Customer fails to pay by the due date and if the default is not caused by circumstances for which Meditec is responsible, Meditec is entitled to charge default interest at the rate of 2% per commenced month and to demand immediate payment for all goods invoiced and delivered, regard-less of any credit terms previously agreed.
The time of delivery shall be determined individually, either in Meditec’s offer or in Meditec’s order confirmation.
Unless otherwise specified in writing by Meditec, the goods shall be delivered ex works Fredensborg, Denmark.
The Customer acknowledges and accepts that he shall always have sole liability for any loss of or damage to the goods after the goods have been handed over to the carrier for dispatch. The price specified in the order confirmation is exclusive of freight, dispatch, insurance, packaging, installation, VAT and, if applicable, central government taxes and duties, which are payable by the Customer, unless otherwise stated in writing.
If Meditec fails to deliver the goods on or before the agreed delivery date, the Customer is entitled to demand in writing that the goods be delivered and to determine a final, reasonable deadline for such delivery. If delivery is not performed within this deadline, the Customer is entitled to cancel the purchase and to claim compensation for any proven, direct loss it has suffered. The Customer is in no other circumstances entitled to raise any claims against Meditec because of the delay.
6. Missing / Liability
For a period of 2 consecutive months after the goods have been delivered, Meditec undertakes without undue delay to perform a replacement delivery in the event of any, material or manufacturing defects in the goods delivered.
The duty to take remedial action shall not apply where defects are by incorrect or inappropriate use, by alterations or technical interference undertaken without the written consent of Meditec or by extraordinary climate changes.
If the Customer wants to complain about any missing, a written complaint shall be submitted without undue delay after the missing has been discovered.
On the receipt by Meditec of a complaint about a missing which is deemed to fall within the scope of this provision, Meditec is obliged to remedy the missing without undue delay.
Any missing parts which have been replaced in compliance with the provisions set out above shall be made available to Meditec.
Meditec undertakes to grant a right of remedy in relation to parts of the consignment which have been replaced on the same terms and conditions and those applying to the original consignment. Meditec’s obligation to remedy defects, however, shall not apply to any part of the consignment beyond a period of 2 months after delivery to the Customer.
6. A Limitation of liability
Meditec shall not be liable for any defects caused by errors or omissions on the part of Meditec’s suppliers or otherwise caused by circumstances in relation to suppliers. To the extent that Meditec has a justified claim against a supplier, Meditec shall assign such a claim to the Customer.
Meditec is not liable for operating loss, loss of profits, lost earnings or other indirect losses arising from the agreement, including indirect losses arising from delays or defects in the Products sold. Meditec cannot be charged for total compensation and / or proportionate rejection of the defect’s loss of damage on the delivery that exceeds the invoice amount of the sold product, however, no more than DKK 150,000.
6. B Liability for damage caused by the goods delivered (product liability)
The Customer shall indemnify Meditec to the extent that Meditec is imposed third-party liability for any damage or loss for which Meditec is not liable to the Customer in compliance with following paragraph of this clause.
Meditec shall not be liable for damage caused by the goods delivered:
- In no case shall Meditec be liable for operating loss, loss of time, loss of profit or other financial consequential loss.
The above limitations on Meditec’s liability shall not apply if Meditec is guilty of gross negligence.
If any third-party files a claim against one of the parties for liability to pay damages in compliance with this clause, the party concerned shall immediately inform the other party thereof.
Meditec and the Customer shall have a mutual obligation to allow themselves to be sued before the court of law or arbitration tribunal that hears claims for damages set up against either of them based on any damage or loss claimed to be caused by the goods delivered, however, no more than DKK 150,000. Any dispute or disagreement arising between the Customer and Meditec, however, shall always be referred to the ordinary courts of law, see clause 10 below.
The Customer is obliged to examine the goods on delivery and to make a complaint immediately if defects are discovered. In the event of a hidden defect, however, a complaint shall be submitted within 2 (two) years.
8. Exemption from liability – force majeure
The following circumstances shall result in exemption from liability when they occur after the conclusion of the agreement and prevent its performance:
Industrial disputes, strikes, lockout and any other circumstances beyond the control of the par-ties such as fire, war, unforeseen military call-up of a comparable scope, acts of sabotage, seizure, currency restrictions, insurrection and civil commotion, shortage of means of transport, general shortage of goods, restrictions in the use of power, epidemics and defects in supplies from sub-suppliers or delays in such supplies which are due to any of the circumstances mentioned in this clause.
The party intending to rely on any of the said circumstances shall notify the other party in writing of the occurrence and cessation of the force majeure event without undue delay.
Either party is entitled, by written notice to the other party, to terminate the agreement with immediate effect if, within a reasonable period of time, its performance becomes impossible as a consequence of any of the above-mentioned circumstances.
9. Severability clause
In the event that one or more of the provisions of these General Terms and Conditions of Sale and Delivery prove to be invalid, illegal or unenforceable, this shall not affect or impair the validity, legality or enforceability of the other contractual provisions.
Any dispute arising between the parties shall be settled according to Danish law and shall be brought before the competent court of law in Meditec’s venue.
Meditec Plaststøbning A/S, July 2019