Terms and conditions
These general conditions (the “Conditions”) set out the terms under which Reagensia (the “Vendor”) contracts with the buyer for the supply of the products named and described overleaf, in an appendix or in an affixed text (the “Products”), as well as for all oral or written advice or instructions provided at any time in relation to the Products (the “Related Services”).
Unless otherwise agreed in writing, these Conditions alone govern all quotations, orders and sales, forming an integral part of any agreement for the supply of the Products or the Related Services. To the extent permitted by applicable law, Vendor and the buyer, respectively, waive all international trade provisions, even as enacted into law.
The Buyer’s conflicting terms or reservations shall not be enforceable with regard to the Vendor, even if not expressly rejected in writing by the Vendor.
The Buyer may only assign any duties in relation to the purchase transaction or the Conditions with the Vendor’s prior written consent.
All sales are made at the quantities agreed between the Vendor and the buyer, and at the prices in the Vendor’s published price lists.
All costs for handling, delivery, insurance and other costs related to purchase transactions and the delivery will be charged for separately.
No purchase order is binding before the Vendor has agreed to it in writing or has delivered the Products and performed any Related Services.
The delivery terms that shall apply for any purchase transaction is: CPT (destination), unless otherwise agreed in writing. The delivery terms shall be defined as in INCOTERMS 2000, and shall occur on the date agreed.
The other terms for the details of delivery shall be based on the buyer’s purchase order, unless otherwise stated in the Vendor’s order confirmation, delivery receipt or an attached delivery schedule. The buyer may without liability cancel the order if the Vendor fails to complete the delivery to the agreed date to the extent undelivered at such date. This shall be the buyer’s exclusive and aggregate remedy in any such event occurring.
The buyer shall upon receipt inspect and test the Products within a time period and in a manner reasonable for the type of product in question.
The buyer shall, without undue delay, notify the Vendor in writing of all relevant details of any perceived defect in or other problems involving the Products or the delivery.
The Vendor disclaims all and any liability and the buyer waives all rights of recovery or any other available remedy in case the buyer fails to raise a valid claim as described herein or fails to make such a claim for defects or other problems that the buyer reasonably should have detected during inspection or test.
The Products are intended only for use in laboratory or other professional use. The buyer may not without the Vendor’s prior written consent make the Products available for the use by consumers or resell any of such Products that are intended solely for buyer’s own use.
The buyer shall, in the case of any approved resale or other approved distribution of the Products, ensure that the Products are distributed together with all relevant information, including, but not limited to, safety information. The buyer shall at its own risk secure in favor of the Vendor all and any of the limitations of liability found herein and any such additional limitations of liability to the extent permissible under the laws of the jurisdiction for the intended redistribution.
The buyer shall maintain records for the Products as required by applicable law, customs and practice in order for the Vendor to easily track and recall any of the Products at any time.
The Vendor shall have the right to recall all and any of the Products at any time for good cause. Both parties shall use their best efforts in cooperating to effectuate a recall.
The party whose error or omission caused the recall shall bear resultant transport risk and reasonable costs. The Vendor shall provide replacement products or refund the purchase price at its discretion in the case the Vendor caused the recall. This remedy shall represent the buyer’s exclusive, aggregate remedy in case of an event involving recall.
The buyer is responsible for applying for and obtaining all and any licenses and/or exchange control approvals, as well as any other official approvals necessary for the importation and use of the Products; any failure to do so shall not discharge any of the buyer’s duties in relation to the purchase transaction.
TERMS OF PAYMENT
The buyer shall make full payment in the invoiced currency by SWIFT wire transfer within thirty -(30)- days from the date of the invoice to:
SE-106 70 STOCKHOLM
Account no.: 6186-217081428
SWIFT hand se ss
IBAN: SE20 6000 0000 0002 1708 1428
The Vendor reserves the right to collect accrued interest on all overdue sums at the rate of 1 ½ percent per commenced month or at the maximum rates provided for by the laws of the jurisdiction of the buyer (whichever is the highest), and to recover all costs and fees (including all and any reasonable lawyer’s and/or collector’s fees) involved in obtaining payment of outstanding invoices and interest on such receivables.
The performance of the Vendor’s duty to supply any of the Products and Related Services under the Conditions are expressly conditioned by the buyer’s timely consummation of its duties under this and any other ongoing sales agreement with the Vendor.
The buyer waives its rights to any pledge or lien in any property of the Vendor, as well as any rights under applicable law to withhold any and all disputed amounts concerning the Products and Related Services from all and any other amounts due to the Vendor for the purchase of any other products or services.
PASSING OF RISK AND TITLE
The Vendors liability with regard to all risks concerning the Products (save for such risks covered by the undertakings of the Vendor in accordance with the Conditions) including, but not limited to, loss or damage, terminates upon the earlier of: the delivery or the designated delivery date (in case delivery failed to occur due to the buyer’s actions or omissions.
The ownership to the Products shall remain with the Vendor until receipt of full payment from the buyer.
The Vendor shall, in the case of late payment in part or full, have the right (without prejudice to any other rights herein, at law or otherwise existing to the Vendor) to anticipate the buyer’s inability to make timely payment, and to either demand the return of the Products at the buyers full risk and cost, or (if the return of the Products do not occur within a reasonable time or is, or becomes, impracticable) to resell the Products, or to recover them and/or any amount outstanding at the buyer’s full risk and expense.
LIMITED WARRANTY AND LIMITATION OF LIABILITY
The Vendor warrants that the Products are manufactured in accordance with general industrial standards and the Vendor’s specifications, including but not limited to specifications describing the Products and instructions for the use of the Products (WARRANTY).
This WARRANTY is the sole warranty provided with regard to the Products, replacing and superseding all others, whether express or implied by law, trade, custom, or otherwise, including but not limited to warranties of MERCHANTABILITY and USE FOR ANY PARTICULAR PURPOSE.
The Vendor shall under no circumstances be considered to have made any warranties with regard to any Related Services provided in connection with the delivery of the Products.
Any relief or recovery under this WARRANTY are subject to the buyer proving the Vendor’s breach of the undertakings in this WARRANTY, actual loss caused thereby to the buyer, and evidence given to prove that the buyer has stored, transported and used the Products in accordance with all and any specifications and other written and oral instructions given by the Vendor, as well as in accordance with any applicable general industrial standards (PROPER USE).
The Vendor’s maximum liability for any defective products or any other breach of this WARRANTY shall be an equal quantity of identical products delivered to the buyer.
Unless otherwise expressed herein, the Vendor’s maximum aggregate liability for all other losses or damages arising from or related to the Products, including but not limited to those involving negligence, shall be a sum equal to the value of said loss or damage, not to exceed the original purchase price for the Products.
The Vendor shall under no circumstances be liable for any loss of profit or other indirect, special or consequential losses or damages, and shall be liable to pay legal costs or fees only as required by statutory, non-waiveable laws.
Notwithstanding the undertakings herein above, the Vendor shall have no liability for any loss or damage arising from or related to side-effects caused by the Products but generally deemed as reasonably acceptable under any and all relevant circumstances, whether or not any such side-effect was known or foreseeable, and including but not limited to side-effects warned of in the Vendor’s written information. The buyer hereby waives all and any claims related to such side effects.
Except as otherwise expressly stated herein, the Vendor shall have no liability for claims arising from or being related to the Products or the Related Services, including but not limited to negligence.
In the case of death or bodily injury claims, or where the buyer is a consumer, the Vendor’s statutory liability shall not be subject to waivers that modifies or conflicts the Conditions.
In respect of all third party claims, including but not limited to negligence, death or personal injury, the buyer shall hold harmless and indemnify the Vendor fully against (a) all claims arising from or related to the buyer’s breach of any provision herein, or (b) any failure by the buyer to employ PROPER USE of the Products; and, with regard to all other claims, against all losses, damages, and legal costs and fees exceeding the Vendor’s limitations of liability expressed elsewhere herein.
The occurrence of currently unforeseeable events, beyond a party's control that prevent the performance of its duties, shall permit that party to postpone performance for a reasonable time, not to exceed ninety -(90)- days, after which period of time both parties' duties herein shall terminate.
Any such events comprise (but are not restricted to) unavailability of necessary, acceptable raw materials or labor, plant breakdown, riot, revolution, civil unrest, war, general or limited strike or strikes, lockout, fire, flood, earthquake, major storms, Acts of God and/or the public enemy, serious transportation difficulties, health emergencies, governmental actions, as well as extreme hardship.
LAW AND JURISDICTION
The laws of the Kingdom of Sweden shall exclusively govern these Conditions and any dispute arising from or related to the Conditions, excluding, however, standard conditions enacted into law.
The exclusive forum for resolving any such dispute shall be final and binding arbitration held in the English language in Stockholm, under the auspices and rules of the International Chamber of Commerce, with no right of appeal to any court save to enforce the arbitration award.
The Vendor may, however, at its discretion, bring any type of action against the buyer in the buyer’s main place of business; and a party may at any time seek injunctive relief in any court of competent jurisdiction.