Terms and Conditions
About Pharmacosmos
The company's legal name is: Pharmacosmos A/S
The company's name reference: Pharmacosmos
CVR. No.: DK 1551 7085
VAT No. Export: DK 2912 7204
Company address:
Pharmacosmos A/S
Roervangsvej 30
DK-4300 Holbaek
Denmark
Tel: +45 5948 5959
Fax: +45 5948 5960
Official e-mail address: dextran@pharmacosmos.com
Official corporate website: www.pharmacosmos.com
Terms and conditions of sale and delivery
Unless otherwise agreed the following Terms and Conditions of Sale and Delivery shall apply to all services and deliveries from Pharmacosmos A/S (hereafter referred to as "Pharmacosmos").
Table of contents:
- Prices
- Payment
- Title Retention
- Delivery Time
- Place of Delivery and Dispatch
- Quantity of Delivery
- Defects
- Indemnity
- Product Liability
- Information
- Governing Law and Choice of Venue
1. Prices
Pharmacosmos' sale of products is made according to the applicable price schedule or other price quotations confirmed by Pharmacosmos.
The prices quoted are exclusive of V.A.T. and all other taxes, duties and fees charged or levied on goods both in Denmark and abroad.
2. Payment
Payment shall be made in accordance with the conditions on the invoice. If payment is received later than the time stated, penalty interest will accrue at the rate of 7% above the official rate fixed by Denmark's National Bank.
Buyer shall not be entitled to withhold or offset payment due to any claims.
Pharmacosmos shall be entitled to withhold any future deliveries based on anticipated breach of contract until all debts are settled.
3. Title Retention
Ownership to the goods sold is reserved for Pharmacosmos until complete payment of the price and interest and/or costs incurred have been paid. Buyer is thus obliged to keep the goods segregated from other goods and to identity the goods as Pharmacosmos' property.
4. Delivery Time
The delivery time stated will in the event of strikes, lock-outs, war, mobilizations, etc. be deferrable by a number of days corresponding to the duration of the set-back. Delivery thus deferred is in all respects regarded as being effected in due time.
Pharmacosmos is not liable for lost earnings or other losses owing to delays in delivery.
Pharmacosmos shall incur no liability for any claims as a consequence of delays in delivery unless otherwise agreed in writing.
5. Place of Delivery and Dispatch
Unless otherwise agreed delivery shall take place CIF (for sea freight) or CIP as defined in Incoterms 2000.
Unless otherwise indicated expressly by Pharmacosmos, goods are delivered in Pharmacosmos' normal packing as included in the price. Should Buyer require special packing, payment herefore shall be made separately.
If Pharmacosmos has undertaken to ensure dispatch from the place of delivery, dispatch takes place in compliance with Buyer's instructions and at Buyer's risk. Buyer likewise bears any risk involved in procuring transportation facilities.
If Buyer fails to instruct Pharmacosmos in due time as to how transportation shall be effected, Pharmacosmos may choose some suitable means of transport at its own discretion. Buyer holds responsibility and risk for dispatch. Buyer shall obtain the requisite export and import permits and further ensure compliance with all conditions pertinent to import into the country of destination.
The risk of the goods is transferred to Buyer upon delivery in accordance with Incoterms 2000.
6. Quantity of Delivery
The measures, weights, and quantities indicated in the delivery notes shall govern for invoicing and settlement. Immediately on delivery Buyer shall examine whether the goods are in accordance with the delivery notes. Any claims regarding measure, weight or quantity of delivery are to be made in writing within 14 days after delivery.
7. Defects
Immediately on delivery Buyer shall examine whether the goods are in accordance with the agreed specifications. Any products or components thereof which, in Pharmacosmos' judgement, fail to meet the specifications, shall at Pharmacosmos' option either be repaired or replaced by Pharmacosmos at no charge to Buyer, or Pharmacosmos shall issue a credit note for any such products to the amount of the original invoice price. Pharmacosmos' obligations shall be limited solely to repair or replacement of the products or components thereof. Any complaints shall be made immediately or as soon as Buyer realises or should have realised the defect(s) and latest 1 year after delivery.
Products, which Pharmacosmos consents or directs in writing to be returned, shall be returned freight pre-paid by Pharmacosmos to Pharmacosmos or such other destination directed by Pharmacosmos. Pharmacosmos shall decide means of transportation (e.g. by ship, air, truck) and forwarding agent in each case.
Except as expressly set forth, Pharmacosmos makes no representation, statement of fact, promise or warranty of any kind or nature, express or implied, with respect to the product or its merchantability or fitness for a particular purpose.
8. Indemnity
Pharmacosmos shall not be liable for or be entitled to damages in the nature of incidental, consequential, special, indirect or exemplary damages, or lost profits, relating to or arising out of performance or non-performance, whether such damages are based on contract, negligence, warranty or otherwise.
9. Product Liability
Pharmacosmos is not liable for personal or material damage caused to Buyer or Buyer's property by the product delivered.
If such damage is caused to third parties or third parties' property, Pharmacosmos is only liable in accordance with the Danish Product Liability Act. The Buyer shall indemnify and hold Pharmacosmos harmless for any third party damage claim, which goes beyond the Danish Product Liability Act. If a third party raises a claim against Buyer in connection with such damage, Buyer has no recourse against Pharmacosmos.
Pharmacosmos shall not be liable for any damage caused by incorrect storage or treatment, or treatment that is not as prescribed, experimental use or use in any abnormal connection.
In any event the maximum amount, for which Pharmacosmos can be held liable, is DKK 2 million per damage or delivery.
10. Information
Any information given by Pharmacosmos is given to the best of Pharmacosmos' experience and knowledge. However, Pharmacosmos does not guarantee any results or warrants that any third parties' rights are not infringed, unless agreed specifically in writing.
11. Governing Law and Choice of Venue
Any disputes in connection with the contractual relation with Pharmacosmos, including the construction of the present conditions, shall be settled amicably. If settlement cannot be reached, the Courts of Denmark have exclusive jurisdiction. Danish Law governs the agreement and any disputes arising from and in connection with it.
Pharmacosmos has the option to instigate legal proceedings at Buyer's jurisdiction in case of Buyer's non-fulfilment of payment.
7 September 2007