1.1 The Buyer will be bound by written orders.
2. CONFIRMATION OF ORDERS.
2.1 The Seller shall normally confirm the order within five working days. If confirmation of the order does not reach the Buyer within
fourteen days of the date for the order, the Buyer may revoke the order without penalty.
3. TERMS OF AGREEMENTS.
3.1 In the event of conflict between the provisions of documents that make up the terms of agreement, said documents will rank in the
a) The order/agreement
b) Enclosures to the agreement
c) The Frame agreement ( if any ).
d) These conditions of purchase of raw materials and other product for Alfascan ApS
e) Confirmation of the order from the Seller.
3.2 To be valid, any changes to the document included in the terms of agreement must be in writing and must be signed by both
4.1 In the case where the parties have signed an agreement, it replaces order where order is mentioned below.
5.1 The prices specified in the order are firm unless otherwise agreed in writing.
6. SHIPPING INSTRUCTIONS AND RIGHTS OF OWNERSHIP.
6.1 The delivery shall be properly packaged and marked and shall be delivered at the agreed time and destination.
6.2 The Incoterms clause specified in the order shall be INCOTERMS 2000.
6.3 If the Buyer is to arrange the shipment, the Seller shall in ample time before shipment obtain shipping instructions from the Buyer.
If the Seller is to arrange shipment, he shall notify the buyer about the shipment as soon as possible and not later than at the time of
shipment so that the Buyer may prepare receipt of the goods.
6.4 A delivery is deemed to be the property of the Buyer at the time of delivery.
7. PACKING LIST, DELIVERY NOTE, INVOICE, ETC.
7.1 Invoice and Certificate of Analysis can be given to the Customer in connection with a sale. Further documents can also be given to
the demands of the customer or of the country.
7.2 The Buyer’s order number, raw material specification and references – if any - shall always be clearly indicated In either the sales
confirmation or in the invoice.
7.3 All deliveries shall conform to the stipulation of the order.
7.4 For all deliveries the gross weight shall be stated on the goods.
8. CERTIFICATES OF ORIGIN AND CUSTOMS INVOICES
8.1 On request, certificate of origin and Customs invoice shall be sent to the Buyer or the person indicated by the Buyer.
9. QUALITY ASSURANCE AND CONTROL
9.1 The Seller shall have a quality assurance system appropriate to the kind of goods delivered. The Buyer shall at all times carry out
inspections and checks upon receipt of the purchased goods.
9.2 If at any time the goods should turn out to be deficient or in any other way unsatisfactory pursuant to the agreement or statutory
requirements, the Buyer is responsible for taking immediate action towards the Seller.
9.3 The Seller shall give the Buyer all the facts of the product which might be of interest from a medical, environmental and industrial
hygienic point of view, in order to make sure that the Buyer’s obligation to inform his own employees, clients and official authorities
can be accomplished. Should the Seller, upon delivery, get the slightest suspicion that the delivered goods may be harmful to health or
environment, the Buyer must be informed immediately in writing?
9.4 The Buyer is obliged to advise the Seller if the Buyer should commit any act of bankruptcy, or voluntarily or involuntarily engage
in reorganization or arrange proceedings under the bankruptcy laws or will wind up/sell his company while effectuating the assignment
or when still in the warranty period.
10. WARRENTY AND DEFECT
10.1 The Seller warrants for a period of 6 months after delivery that the delivery meets the specifications of the order, that it is free
from defect, and that it has been produced identical and under conditions similar to any corresponding deliveries, if any, made earlier
to the Buyer.
10.2 After delivery the Buyer shall, as soon as is reasonable under the circumstances, check the goods, including adequate time for
control of analyses. The Buyer is obliged to check the goods before they have arrived at the place where they are to be used according
to the understanding of the parties.
11. BREACH OF CONTRACT AND CONSEQUENCES OF BREACH
11.1 For remedied defect and redelivery, a new warranty period shall run for a period of 6 months from the time the
remedying/redelivery is accepted by the Buyer.
11.2 The Seller shall do his utmost to limit delays and any resulting, negative consequences.
11.3 In the case of a force majeure situation, such as a war, a natural catastrophe, a general or a trade specific strike which prevents
fulfilment of obligations according to this agreement, the obligations of the parties are suspended until situation ceases to exist, with the
stipulation that the party which is not in the force majeure situation may cancel the agreement with immediate effect if the force
majeure situation should last more than 30 days. Circumstances over which the parties have some control, for instance a local strike, are
not deemed to be a force majeure. The party that invokes force majeure must document that such a situation exists.
11.4 If the Seller is in material violation of his obligations, the Buyer may immediately cancel the order in whole or in part and claim
damages for his direct and indirect losses.
12. PAYMENTS, ETC.
12.1 The terms of payment are individually agreed. The invoice cannot be sent before the contractual delivery has taken place. All
invoices shall be marked with the order number and any other references requested by the Buyer and shall clearly indicate to what the
amount refers, as well as payment address.
12.2 The Seller may charge interest in overdue payment pursuant to the Danish Norms.
12.3 The goods remain the property of the Seller until payment has been made.
13.1 Within the limitations of what the parties could reasonably expect when the order was placed, the Buyer has not the right to
prescribe qualitative and quantitative changes to the Seller’s performance or a change in delivery time unless mutually agreed in
13.2 The Buyer shall cover documented and necessary costs related to implementing of such changes as well as for the direct costs
incurred by him, in accordance with the cost and profit level on which the original amount of the order was based. If such changes
should lead to savings for the Seller, such savings shall similarly be deducted from the amount of the order.
13.3 If the parties fail to agree on the amount to be added to or deducted from the purchase price as a result of such changes, the
changes shall none the less be carried out by the Seller without awaiting final solution of the dispute.
14.1 The Seller shall undertake to treat in the strictest confidence all trial test and all technical, scientific and financial information,
including all data, description recipes and the like which the Seller has received and will be receiving from the Buyer or on behalf of the
Buyer, be it in writing or oral, electronically or in any other manner, and use such information only in connection with the delivery. The
Seller may only disclose such information to its employees on a need-to-know basis, after obtaining the Buyer’s prior written consent in
15. APPLICABLE LAWS AND DISPUTES.
15.1 The delivery, including the order, shall be covered by, construed and enforced in accordance with the laws of Denmark.
15.2 Any dispute arising in connection with or as a result of the order or other terms of agreement, and which cannot be resolved out of
court, shall be settled by arbitration in The Maritime and Commercial Court in Denmark. The legal venue for arbitration is Copenhagen,
regardless of the actual place of performance.