Sales and delivery conditions PureTech ApS
1. Validity
The sales and delivery conditions apply to all offers, sales and deliveries, unless otherwise agreed in writing.
2. Offer
All offers are made subject to intermediate sales, cf. 3. If the seller submits an offer that does not specify a specific acceptance period, the offer will lapse if acceptance has not reached the seller no later than 4 weeks from the date of the offer.
3. Intermediate sales
Until the buyer's acceptance has reached the seller, the seller is entitled to enter into an agreement with a third party regarding the offer, with the effect that the offer to the buyer is cancelled. The seller must, after the appearance of the acceptance, notify the buyer in writing without undue delay that the offer has lapsed.
4. Price
All prices are in Danish kroner and exclude VAT. The buyer is obliged to accept changes in the price until delivery as a result of documented increased costs for the seller as a result of changes in exchange rates, customs duties, taxes, levies, etc. regarding the agreed delivery.
5. Payment
5.1. Payment must be made no later than the date the invoice indicates as the last timely payment day. If such is not specified, payment must be made in cash upon delivery.
5.2.If the delivery is postponed due to the buyer's circumstances (creditor default), the buyer - unless the seller informs the buyer otherwise in writing - is still obliged to make any payment to the seller as if delivery had taken place at the agreed time.
5.3.If payment is made after the due date, the seller is entitled to calculate interest on the outstanding debt at any time from the due date at Danmarks Nationalbank's officially fixed lending rate plus 8%.
5.4. The buyer is not entitled to set off any counterclaims against the seller that are not acknowledged in writing by the seller, and does not have the right to withhold any part of the purchase price due to counterclaims of any kind.
6. Retention of title
6.1. The seller reserves, with the limitations resulting from inalienable legal rules, the right of ownership of the thing sold, until the entire purchase price plus accrued costs has been paid to the seller or to the person to whom he has transferred his right, cf. section 15.
6.2. If the item is sold with a view to later being built into or joined with other objects, the sold item is not covered by the retention of title once the building in or joining has taken place.
6.3. When converting or processing the sold item, the retention of title is maintained, so that it includes the converted or processed object to an extent corresponding to the value that the sold item represented at the sale.
7. Delivery
7.1 Delivery takes place from the seller's address, regardless of whether the seller brings the goods to the buyer through his own people or through a third party in accordance with a separate agreement with the buyer.
7.2. The delivery time is set by the seller at his best estimate in accordance with the conditions that exist when the offer is made/the agreement is concluded. Unless otherwise expressly agreed, a postponement of the delivery time by 14 days due to the seller's circumstances is considered in every respect as timely delivery, so that the buyer cannot exercise any rights against the seller for that reason.
7.3. If the delay in delivery is due to the seller being in a situation as stated in section 12.3., the delivery time is postponed by the time the obstacle lasts, although both parties must be entitled to cancel the agreement without liability when the obstacle has lasted for more than 3 months. This provision applies, regardless of whether the cause of the delay occurs before or after the end of the agreed delivery time.
7.4. In the above cases, the seller must notify the buyer of changes in the delivery time without undue delay.
8. Packaging
8.1. Packaging is at the buyer's expense, unless it is expressly stated that this is included in the price.
8.2. The packaging can only be returned by separate agreement.
9. Product Information
Drawings, specifications, etc., which are provided by the seller before or after the conclusion of the agreement, remain the seller's property and may not be passed on without written agreement or otherwise misused.
10. Product Changes
The seller reserves the right to make changes to agreed specifications without notice if this can be done without disadvantage for the buyer.
11. Defects and complaints
11.1. Upon delivery, the buyer must immediately carry out such an examination of the item sold as proper business practice requires.
11.2. If the buyer wants to claim a defect, the buyer must, immediately after the defect is or should have been discovered, notify the seller in writing and state what the defect consists of. If the buyer has discovered or should have discovered the defect, and he does not complain as stated, he cannot later assert the defect.
11.3. At the seller's choice, defects in the item sold will be remedied, or the item sold will be re-delivered.
11.4. Does rectification or redelivery take place in accordance with section 11.3. not within a reasonable time, the buyer is subject to the general rules of Danish law as well as the present conditions of sale and delivery
entitled to terminate the agreement, demand refusal of the purchase price or demand compensation.
11.5. If the buyer has not claimed the defect to the seller within 6 months after the delivery date,
he cannot later enforce it.
11.6. Changes to or intervention in the sold without the seller's written consent exempts the seller
any obligation.
12. Limitation of liability
12.1 A compensation claim against the seller cannot exceed the invoice amount for the item sold. 12.2. The seller is not liable for operating loss, loss of profit or other indirect losses in connection with the agreement, including indirect losses that arise as a result of delays or defects in the sold.
12.3 The following circumstances result in freedom from liability for the seller, if they prevent the fulfillment of the agreement
performance or makes performance unreasonably burdensome: Labor dispute and any other circumstance beyond the control of the parties, such as fire, war, mobilization or unforeseeable military conscription of similar magnitude, requisition, seizure, currency restrictions, riots and disturbances, pandemics, lack of means of transport, general product shortages, restrictions on driving force and deficiencies in or delays in deliveries from sub-suppliers which are due to any of the circumstances mentioned in this point. Circumstances, as mentioned, that occurred before the offer was made/the agreement was concluded, only result in freedom from liability if their influence on the fulfillment of the agreement could not be foreseen at that time.
12.4. It is the seller's responsibility to notify the buyer in writing without undue delay if circumstances occur as mentioned in section 12.3.
13. Return
13.1. The sold items can only be returned after prior written agreement.
13.2. In cases where the buyer is entitled to cancel the transaction, or if the sold item is returned
to the seller for the purpose of exchange or rectification of defects, the sold item must be forwarded to the seller in original packaging and at the buyer's expense and risk. To the extent that the seller incurs shipping costs, etc., the seller is entitled to claim these reimbursed by the buyer and set them off against the buyer's possible claims against the seller. After completed repair or exchange, the buyer is obliged to pick up the repaired or exchanged item from the seller at his own expense and risk.
14. Product liability
For product liability, the rules applicable at all times in Danish law apply. To the extent that nothing else follows from inalienable legal rules. the seller is not responsible for operating loss, loss of profit or other indirect loss.
15. Transfer of rights and obligations
The seller is entitled to transfer all rights and obligations under the agreement to a third party.
16. Disputes
Any disagreement between the parties shall be settled by the courts according to Danish law.
