Terms of sale and delivery PureTech ApS
1. Validity
The terms of sale and delivery apply to all offers, sales and deliveries, unless otherwise agreed in writing.
2. Offer
All offers are made subject to intermediate sales, cf. clause 3. If the seller makes an offer that does not specify a specific acceptance deadline, the offer will lapse if acceptance has not reached the seller within 4 weeks of 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 offered goods with the effect that the offer to the buyer lapses. After the acceptance has reached the seller, the seller must notify the buyer in writing without undue delay that the offer has lapsed.
4. Price
All prices are in Danish kroner and exclusive of 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 stated on the invoice as the last due date for payment. If no such date is stated, payment must be made in cash upon delivery.
5.2. If delivery is postponed due to the buyer's circumstances (debtor's default), the buyer is - unless the seller notifies the buyer otherwise in writing - 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 the Nationalbank's officially set lending rate plus 8%.
5.4. The buyer is not entitled to offset any counterclaims against the seller that have not been acknowledged in writing by the seller, and is not entitled 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 mandatory legal rules, the right of ownership to the sold goods until the entire purchase price plus accrued costs has been paid to the seller or to the person to whom he has transferred his rights, cf. clause 15.
6.2. If the goods are sold with the intention of later being built into or joined with other objects, the sold goods are not subject to the retention of title once the building in or joining has taken place.
6.3. When transforming or processing the sold item, the retention of title is maintained so that it includes the transformed or processed item to an extent corresponding to the value that the sold item represented at the time of sale.
7. Delivery
7.1 Delivery takes place from the seller's address, regardless of whether the seller brings the sold item to the buyer by his own staff or by a third party in accordance with a separate agreement with the buyer.
7.2. The delivery time is determined by the seller at its best discretion in accordance with the circumstances existing at the time of the offer/conclusion of the agreement. Unless otherwise expressly agreed, a postponement of the delivery time by 14 days due to the seller's circumstances is considered in all respects to be 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 clause 12.3., the delivery time shall be postponed by the time the obstacle lasts, although both parties shall 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 reason for the delay occurs before or after the expiry 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. Packaging will only be returned by separate agreement.
9. Product information
Drawings, specifications, etc., provided by the seller before or after the conclusion of the agreement, remain the seller's property and may not be disclosed 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 to the buyer.
11. Defects and complaints
11.1. Upon delivery, the buyer must immediately carry out such an examination of the goods sold as proper business practice requires.
11.2. If the buyer wishes to claim a defect, the buyer must, immediately after the defect is or should have been discovered, give the seller written notice thereof, and state what the defect consists of. If the buyer has discovered or should have discovered the defect and does not make a complaint as stated, he cannot later claim the defect.
11.3. At the seller's option, defects in the goods sold will be remedied or the goods sold will be replaced.
11.4. If remediation or replacement is not carried out in accordance with clause 11.3. within a reasonable time, the buyer is subject to the general rules of Danish law and these terms and conditions of sale and delivery
entitled to cancel the agreement, demand a reduction in the purchase price or demand compensation.
11.5. If the buyer has not claimed the defect to the seller within 6 months after the date of delivery,
he cannot later assert it.
11.6. Alteration of or intervention in the sold goods without the seller's written consent exempts the seller from
any obligation.
12. Limitation of liability
12.1 A claim for damages against the seller cannot exceed the invoice amount for the item sold. 12.2. The seller is not liable for operating losses, loss of profit or other indirect losses arising from the agreement, including indirect losses arising from delays or defects in the item sold.
12.3 The following circumstances result in the seller being exempt from liability if they prevent the agreement from being fulfilled:
performance or makes performance unreasonably burdensome: Labor disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization or unforeseen military calls of a similar magnitude, requisition, seizure, currency restrictions, riots and civil unrest, pandemics, lack of means of transportation, general shortage of goods, restrictions on motive power and deficiencies in or delays in deliveries from subcontractors, which are due to any of the circumstances mentioned in this section. Circumstances as mentioned, which occurred before the submission of the offer/conclusion of the agreement, only result in exemption from liability if their influence on the performance of the agreement could not have been foreseen at that time.
12.4. The seller is obliged to notify the buyer in writing without undue delay if circumstances as mentioned in clause 12.3 occur.
13. Returns
13.1. The sold item will 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 replacement or rectification of defects, the sold item must be sent to the seller in the 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 demand reimbursement of these from the buyer and offset these against any claims the buyer may have against the seller. After completion of the repair or in the event of replacement, the buyer is obliged to collect the repaired or replaced item from the seller at his own expense and risk.
14. Product liability
For product liability, the rules in Danish law in force at any time apply. To the extent that nothing else follows from mandatory legal rules, the seller is not liable for operating losses, loss of profit or other indirect losses.
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 will be resolved by the courts under Danish law.