General Terms and Conditions for Purchase and Use of Products, Services, and Consumables from Evosep Aps. (hereinafter, the “Terms”)
You: Referred to as “you”, but should be construed more comprehensively as you as a person, the formal buyer, or end-user, the legal entity you work for, your colleagues etc..
Evosep: The legal entity of Evosep Aps, a limited liability company incorporated under the laws of Denmark. Also referred to herein as “we” and “us”. Any third party that we have approved as representative of Evosep should also be construed as included in this term.
Products: The Evosep One instrument along with its spareparts and successor models.
Consumables: Columns, electrospray emitters, Evotips, wear parts, chemicals etc that are used and consumed in the daily use of the system.
Scope and General Provisions
- Your purchase and use of any product or service provided by Evosep are governed by these Terms, regardless of whether you have read or agree to the Terms.
- If you disagree with these terms, you must not use the products or services. Instead, discard the products or return them unused to Evosep.
- Evosep is entitled to unilaterally and at any time modify these Terms with legally binding effect for both Parties immediately after publication of the modified Terms
- Any term or condition stipulated in other agreements between you and Evosep, that is in contradiction with these Terms shall only be valid and prevail over these Terms if it is duly signed by both Parties.
Purchase Orders and Requests to Purchase
- You may issue purchase orders to us in writing, by fax or e-mail, via telephone to our Employees, or online on our website (“the PO”).
- Your PO is legally binding and if cancelled before fulfilment, you may be charged for any expenses Evosep has incurred in the process of preparing to fulfil your PO
- With Evosep’s confirmation of your PO in writing, by fax or e-mail, we have concluded a purchase agreement, which has legally binding effect for both Parties unless explicitly stated otherwise in the confirmation.
- Any information we provide regarding time and date of delivery are deemed to be estimates only and even we subsequently cannot deliver as stated you are not entitled to withdraw the PO nor to claim for any damages or any other payment.
Transfer of Risk, Transport and Delivery
- Any product listed in a purchase agreement will be shipped at your cost, in principle EXW Odense, Incoterms® 2010.However, if you do not provide adequate shipping instructions or arrange for shipment immediately after receiving our order confirmation, we will by default make shipping arrangements in accord with out default processes and ship to the stated end-user destination, at your cost. We normally ship cargo uninsured.
- Customs tariffs for all our products are zero or close to zero at almost all destinations, however, please note that Evosep is not liable for any local, regional or national taxes or dues arising in connection with your purchase of our Products or Services
- Evosep is entitled to make partial deliveries but will seek to minimize your shipping costs.
Pricing and Discounts
- The price of our Products may be provided in one or more formats, e.g. in standard price lists, in specific quotes, on-line, or in e-mail exchanges with individual Evosep staff. Erroneous price information is not binding until we have confirmed the price on a written confirmation to your PO.
- Product Prices are provided as “net prices” and all expenses and costs in relation to the sale and delivery of the Products (e.g. VAT, transport, packaging, customs duties, insurance) will be invoiced to the you or paid by you in the process of shipping and importing the Products.
Conditions of Payment
- Product Price and Costs are due for payment within 30 days from the date of the invoice. Payment must be made in USD, Euro, DKK or the currency specified on the invoice. You must not process payment in other currencies without receiving our written approval thereto.
- Payments not made on time will be considered in default without notice. Default interests of 7 % p.a. may apply and you may be charged all costs for debt collection, including, without limitation, the costs for legal assistance.
- If you have one payment in default, we are permitted and may elect to withdraw any discounts and order confirmations provided in connection with any other PO you have submitted. Further, all other pending payments for other Products we have invoiced you become immediately due, even if the default is not related to the respective order.
Warranty and Duty of Examination and Acceptance of the Products
- Upon receipt of the ordered Products, you must immediately examine the Products and notify Evosep in writing of any defects or supply error you may notice and for which you intend to hold Evosep accountable. We are entitled to refuse any liability for any apparent defects or supply errors that are reported later than 20 business days after receipt.
- You may still hold us accountable for unnoticeable defects and supply errors for a period of up to 6 months if you inform us without delay upon noticing said defect or error.
- Evosep only warrants that the Products comply with the specification we provide for each Product.We do not make any warranties concerning the suitability or applicability of any Products for your intended use of the Products.
|20. Evosep only warrants for defects that already existed when the Product was shipped from Evosep or that have arisen from your customary use for up to 12 months after taking delivery of the Product. Instrument wear parts (in most cases all parts which are in contact with solvents and/or sample) are not covered by warranty. E.g. tubing, fittings, rotor, stators, seals, needle etc.|
- Evosep only warrants for defects in Consumables that already existed at the time of shipping from the factory.
- In case of defective Products, we will – at our sole discretion – either provide you with a replacement Product or repair the defect. You must cover all transport costs related to such replacement or reconditioning, e.g. costs of transportation of the Products, insurance costs, travelling expenses, fees, taxes, if any, from your location to Evosep. We will cover the cost of shipping and travelling to your location.
- Any warranty provided by us is subject to your fulfilment of all contractual obligations, in particular that you have paid the Product as invoiced.
- Evosep’s warranty is limited to the value of the defective Product.
- Defects must not be construed as a reason to reduce invoiced payments to us, withdraw purchase orders or request compensation for direct or indirect damages of any kind.
Limitation of Liability
- Evosep is not liable for any direct or indirect loss of damages that may affect you because of non-performance regardless of the cause.
- Evosep’s liability is in any case limited to the value of the Products.
- Evosep is not liable for any inability to perform any obligation under a purchase agreement due to events beyond our reasonable control, including, but not limited to, “acts of God”, fire, storm, flood, earthquake, explosions, riots, strikes, labour disputes, transportation embargoes or delays, shortages of materials or machinery, acts of the government (“Force Majeure”). In addition, Evosep is entitled to revoke any purchase agreement which is affected by the event of Force Majeure.
- Evosep is not liable for the actions of third parties, including non-salaried representatives of the company that have not been expressly approved by us.
Retention of Ownership
- The Ownership of Products and Consumables will be transferred to the you only when we have received the full payment (e.g. the Product price and any sales costs) in relation of the sale and delivery of the Product.
- Until we have received full payment, we are permitted to request that you return any unpaid Products at your cost. If you intend to file for suspension of payments, are in the process of being declared bankrupt or in any other way foresee an inability to pay us in full, you must return any unpaid Products to us without delay
Jurisdiction/ Governing Law
- These Terms, any purchase agreement we may enter, and all other business we jointly conduct must be construed according to the laws of the Kingdom of Denmark.
- Any disputes arising from of these Terms or agreements we jointly conclude and which cannot be resolved by mutual agreement of both parties shall be submitted to the exclusive jurisdiction of the competent Courts in Denmark.
- The U.N. Sales Convention does not apply.
End of document.