General Terms and Conditions of Sale for Immudex

General
These General Terms and Conditions of Sale shall apply to all offers, orders and deliveries from Immudex, unless otherwise agreed and confirmed in writing.

Offers
All offers are made subject to Immudex’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.

Order Confirmation
Immudex 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 Immudex in writing within 3 business days. If Immudex has not received such notification in due time, the order confirmation shall be deemed accepted by the Purchaser.

Prices
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.

Immudex reserves the right to amend prices without prior notice.

Payment
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 Immudex, which have not been admitted in writing by Immudex. If payments by the Purchaser are overdue, Immudex 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 Immudex has received in cash or cleared funds payment in full of the price of the goods and all other goods being unpaid.

Delivery
The Purchaser will be under the obligation to pay all freight and insurance charges.

Product Information
All information and data contained in Immudex’s product information material and price lists are binding only to the extent that they are stated or referred to in the order confirmation.

Delay
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 Immudex, the Purchaser may terminate the purchase order being the sole remedy of the Purchaser. Immudex shall in no way or circumstances be liable for loss of production, profit, business or any other consequential indirect loss or non-documented loss.

Acceptance
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 Immudex 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 Immudex’s request, the Purchaser shall return the goods to Immudex at the Purchaser’s expense. If the Purchaser has not notified Immudex of non-conformity within said 5 business days, the goods shall be deemed accepted by the Purchaser.

Defects
Immudex undertakes to remedy defects by the supply of a replacement or, at Immudex’s option, by crediting the Purchaser for the defective goods.

Over and above this, Immudex 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 Immudex has been guilty of misconduct.

Immudex shall in no way nor circumstances be liable for loss of production, profit, business or any other consequential indirect loss or non-documented loss. Immudex shall not be liable for any defects attributable to faulty treatment, handling, transport, storage, or any other form of negligence caused by others.

Product Liability
Immudex shall be liable for personal injury only if it is proved that such injury was caused by negligence on the part of Immudex or others for whom Immudex is responsible. However, this liability shall only be assumed by Immudex, if the delivered goods are used within the intended use. Immudex shall not be liable for damage to property, nor shall Immudex be liable for damage to products manufactured by the Purchaser or to other products of which the delivered goods form part. Immudex 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.

Immudex 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 Immudex might incur product liability towards any third party, the Purchaser shall indemnify Immudex as far as Immudex’s liability has been limited by the preceding paragraphs.

The above limitations in Immudex’s liability shall not apply where Immudex has been guilty of gross misconduct. However, Immudex 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 Immudex. Non-observance of this provision shall liberate Immudex from any and all product liability and other liability which thereafter shall rely on the Purchaser of the product.

Disputes
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 Immudex’s offer/order confirmation, or related to any delivery from Immudex to the Purchaser, shall be finally settled in accordance with Danish law. The Maritime and Commercial Court of Copenhagen is the only accepted venue.