These General Terms and Conditions of Sale shall apply to all offers, orders and deliveries from Immunitrack, unless otherwise agreed and confirmed in writing.
All offers are made subject to Immunitrack’s final approval. Offers are valid for a maximum period of 30 days from the date of the offer, unless specifically stated otherwise. These General Terms and Conditions of Sale shall be regarded as an integrated part of an offer made.
Immunitrack shall be entitled to accept purchase orders partially by making reductions, reservations and deviations. If such partial acceptance is not acceptable to the Purchaser, the Purchaser shall inform Immunitrack in writing within 3 business days. If Immunitrack has not received such notification in due time, the order confirmation shall be deemed accepted by the Purchaser.
Unless otherwise explicitly stated, prices are quoted at time of delivery exclusive of taxes and any other duties in the Purchaser’s as well as in the Seller’s country. Where such taxes and duties are explicitly included in the price, the Seller may demand that any increase in such taxes and duties is paid by the Purchaser. The time of payment of the price shall be of the essence.
Immunitrack reserves the right to amend prices without prior notice.
Whilst we make every effort to provide you the most accurate and updated information, one or more items on our web site may occasionally be incorrectly priced. In the event a product is listed at an incorrect price due to typographical, photographic, human, or technical error, Immunitrack reserves the right to refuse or cancel any orders placed for a product listed at an incorrect price.
Unless otherwise stated in the order confirmation or invoice, payment shall be made in cash 30 days from date of invoice.
The Purchaser shall not be entitled to withhold payment or make set-offs in repayments and any other amounts due by Immunitrack, which have not been admitted in writing by Immunitrack. If payments by the Purchaser are overdue, Immunitrack shall be entitled to recover penalty interest of 2% per month or fraction thereof. Title to the goods shall not pass to the Purchaser until Immunitrack has received in cash or cleared funds payment in full of the price of the goods and all other goods being unpaid.
The Purchaser will be under the obligation to pay all freight and insurance charges.
All information and data contained in Immunitrack’s product information material and price lists are binding only to the extent that they are stated or referred to in the order confirmation.
If a delay in delivery occurs as a result of one of the circumstances listed as Force Majeure below, or by an act or omission on the part of the Purchaser, the time for delivery shall be extended by a period, which is found to be reasonable in view of the circumstances causing the delay.
In the event of a significant delay in delivery caused solely by Immunitrack, the Purchaser may terminate the purchase order being the sole remedy of the Purchaser. Immunitrack shall in no way or circumstances be liable for loss of production, profit, business or any other consequential indirect loss or non-documented loss.
The Purchaser is obliged to thoroughly inspect the delivered goods immediately upon receipt and not later than 5 business days from the date of receipt to ensure that the delivery is in accordance with the specifications. Any delivery not meeting the specifications of the ordered product shall be notified to Immunitrack in writing not later than 5 business days from the date of delivery. The notification shall include the number of the purchase order and the date of the invoice and, at Immunitrack’s request, the Purchaser shall return the goods to Immunitrack at the Purchaser’s expense. If the Purchaser has not notified Immunitrack of non-conformity within said 5 business days, the goods shall be deemed accepted by the Purchaser.
Immunitrack undertakes to remedy defects by the supply of a replacement or, at Immunitrack’s option, by crediting the Purchaser for the defective goods.
Over and above this, Immunitrack shall not, after passage of the risk in the subject of sale, have any liability whatsoever for defects, irrespective of whether such defects are due to causes arising before the passage of the risk, and irrespective of whether Immunitrack has been guilty of misconduct.
Immunitrack shall in no way nor circumstances be liable for loss of production, profit, business or any other consequential indirect loss or non-documented loss. Immunitrack shall not be liable for any defects attributable to faulty treatment, handling, transport, storage, or any other form of negligence caused by others.
Immunitrack shall be liable for personal injury only if it is proved that such injury was caused by negligence on the part of Immunitrack or others for whom Immunitrack is responsible. However, this liability shall only be assumed by Immunitrack, if the delivered goods are used within the intended use. Immunitrack shall not be liable for damage to property, nor shall Immunitrack be liable for damage to products manufactured by the Purchaser or to other products of which the delivered goods form part. Immunitrack shall be under no liability in respect of any warranty, condition, guarantee, or representation if the total price for the goods has not been paid.
Immunitrack shall in no circumstances be liable for loss of production, loss of profit, or any other consequential damage, non-documented loss or indirect loss.
To the extent that Immunitrack might incur product liability towards any third party, the Purchaser shall indemnify Immunitrack as far as Immunitrack’s liability has been limited by the preceding paragraphs.
The above limitations in Immunitrack’s liability shall not apply where Immunitrack has been guilty of gross misconduct. However, Immunitrack shall in no circumstances be liable for loss of profit, loss of business, consequential damage, indirect loss or any other non-documented loss. If a claim for damages as described in this Clause is lodged by a third party against one of the parties, the latter shall forthwith inform the other party thereof in writing.
CASES OF RELIEF (FORCE MAJEURE)
The following circumstances shall be considered as cases of relief if they impede the performance or make performance 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 clause, which had occurred prior to the receipt of the order confirmation, shall constitute cases of relief only if their effect on the performance could not be foreseen at the time of the formation.
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.
THE PURCHASER’S USE OF THE GOODS
The goods sold may only be used in accordance with the claims and intended use stated in the specification sheet attached to the goods sold. Consequently the Purchaser may not resell, rebottle, relabel or introduce the goods sold to any changes or modifications unless agreed with Immunitrack. Non-observance of this provision shall liberate Immunitrack from any and all product liability and other liability which thereafter shall rely on the Purchaser of the product.
Disputes arising between the parties, including disputes on the interpretation or validity of these General Terms and Conditions of Sale, or disputes arising out of or in connection with Immunitrack’s offer/order confirmation, or related to any delivery from Immunitrack to the Purchaser, shall be finally settled in accordance with Danish law. The Maritime and Commercial Court of Copenhagen is the only accepted venue.