General Terms and Conditions of Sale(s) and Delivery

1. GENERAL

1.1 The present General Terms and Conditions of Sale and Delivery shall apply to all contracts entered into by Synthogra A/S unless otherwise agreed in writing, in which case any such agreement shall only concern the specific contract.

1.2. The terms and conditions set out herein derogate from, among others, the provisions of the Danish Sale of Goods Act (Købeloven), which shall thus only apply to the extent that the parties have not agreed otherwise.

2. QUOTATIONS AND PRICES

Quotations are valid, for acceptance by the Buyer, for 30 days from the date of the quotation.
Orders are accepted on the basis of prices ruling at the date of despatch.

3. VAT

Value added tax will be levied at the appropriate rate on all despatches.

4. CLERICAL ERRORS

Synthogra A/S reserves the right to correct clerical errors.

5. THE GOODS

Synthogra A/S has a policy of continuous improvement and the right is therefore reserved to make modifications to design and method of manufacture without prior notice.
Despatches for custom or specially modified products may contain up to 15% more than ordered. The Buyer will be invoiced for the total quantity despatched.

6. DELIVERY

6.1 Whilst every effort is always made to execute orders as near as possible to the dates specified for despatch, all orders are accepted subject to delays unavoidable or beyond reasonable control.

6.2 Force Majeure - Synthogra A/S shall not be liable for any non-performance of its obligations where such non-performance is due to circumstances beyond Synthogra A/S control.

6.3 All delivery times indicated shall be approximate times of delivery for the product unless Synthogra A/S has accepted a specific time of delivery.

7. CLAIMS FOR DAMAGE AND LOSS OF GOODS

Goods received in a damaged or unsatisfactory condition must be signed for as such and Synthogra A/S is under no liability whatsoever for such goods unless Synthogra A/S receives a claim within 7 days of receipt of such goods. Errors and/or shortages must be notified within 7 days of receipt. Non deliveries must be notified within 7 days from the date of the invoice.

8. MINIMUM ORDER VALUE

Synthogra A/S reserves the right to apply a minimum order charge at the time the order is placed.

9. CARRIAGE CHARGE

Synthogra A/S reserves the right to make a standard carriage charge and to charge for any special carriage requirements requested by the Buyer.

10. CANCELLATIONS

Orders on the books of Synthogra A/S cannot be varied or countermanded except with the consent of Synthogra A/S and upon terms that will indemnify Synthogra A/S against loss.

11. RETURN OF GOODS

No Goods should be returned to Synthogra A/S until the reason for return has been indicated to and accepted by Synthogra A/S. If a credit is agreed, where the Buyer has ordered goods in error, then a charge will be levied to cover inspection, handling, re-stocking and administration.

12. RISK AND PROPERTY

Risk of loss or damage to the goods shall pass to the Buyer at the time of delivery.
The property in the goods shall not pass to the Buyer until all sums due or owing to Synthogra A/S by the Buyer on any account have been paid, and until payment the following provisions of this paragraph shall apply. Until full payment is made in cash, the whole of the price shall not be treated as paid until any cheque, or other instrument of payment given by the Buyer, has been met on presentation, or otherwise honoured, in accordance with these terms. If the Buyer defaults in the punctual payments of any sum owing to Synthogra A/S, then Synthogra A/S shall be entitled to the immediate return of all goods sold by Synthogra A/S to the Buyer in which the property has not passed to the Buyer, and the Buyer hereby irrevocably authorises Synthogra A/S and its employees and agents to recover the goods and to enter any premises of the Buyer for that purpose. Demand for recovery of the goods by Synthogra A/S, shall not of itself discharge either the Buyer’s liability to pay the whole price and take delivery of the goods, or the right of Synthogra A/S to sue for the whole of the price.

13. GUARANTEE

13.1 Synthogra A/S shall not be liable for any loss or damage whatsoever suffered by the Buyer, or by any third party, in relation to goods supplied under this contract. Synthogra A/S shall not be liable for any operating loss, loss of profits, loss of time or any other similar indirect loss arising as a result of defective or nonconforming products. The purchaser shall be entitled to no other remedies for breach against Synthogra A/S then the remedies specified herein.

13.2 No warranty expressed or implied is given by Synthogra A/S as to the quality, suitability or fitness for any purpose under particular conditions, of goods supplied under this contract, notwithstanding that such purpose or conditions may be known, or shall have been made known, to Synthogra A/S, save as may be provided by statute.

13.3 Without prejudice to the foregoing, Synthogra A/S will undertake to replace, free of charge, any goods found to have been defective at the time of delivery, provided that Synthogra A/S is notified in writing within six months of the despatch date, and provided that such goods are returned CIF/DDP terms and that Synthogra A/S inspection establishes the claim. However, any attempt to print or convert Synthogra A/S products with equipment not approved in writing by Synthogra A/S may negate this undertaking.

14. TERMINATION

If the Buyer shall make fault in, or commit a breach of these conditions, or any other of its obligations to Synthogra A/S, or if any distress or execution shall be levied upon the Buyer’s property or assets, or if the Buyer shall make, or offer to make arrangements, or composition with creditors, or commit any act of bankruptcy, or if any petition or receiving order in bankruptcy shall be presented or made against him, or if the Buyer is a Limited Company and any resolution or petition to wind-up such Company’s business (other than for the purpose of amalgamation or reconstruction) shall be passed or presented, or if a receiver of such Company’s undertaking, property or assets, or any part thereof shall be appointed, Synthogra A/S shall have the right forthwith to determine any Contract then subsisting, without prejudice to any claim or right Synthogra A/S may otherwise make or exercise.

15. DISPUTES

15.1 Any dispute arising out of the contract, including disputes concerning the existence or validity of the contract, shall be sought settled through mediation at the Danish Institute of Arbitration in accordance with the rules thereon adopted by the Danish Institute of Arbitration as are applicable at the time of submission of the request for mediation.

15.2 Such meditation shall not preclude a party from instituting arbitration proceedings in accordance with the provisions set out below or from initiating other legal action as a consequence of the dispute arisen.

15.2 If the mediation is terminated without the dispute having been settled, the dispute shall be settled by arbitration at the Danish Institute of Arbitration in accordance with the rules thereon adopted by the Danish Institute of Arbitration as are applicable at the time of the filing of the arbitration case.

15.3 The present General Terms and Conditions of Sale and Delivery, all contracts concluded in relation thereto as well as all disputes arising out of these General Terms and Conditions of Sale and Delivery shall be subject to Danish law.

17. PAYMENT TERMS

Invoices will be raised and dated by the Company on the date of despatch of the Products, unless otherwise specifically requested and agreed all Invoices will be payable by the Customer 14 days from the date of invoice, unless agreed in writing by Synthogra A/S.
The Company reserves the right to charge a surcharge on credit card transactions (which may exceed the amount charged to the Company by the credit card companies) by way of a handling or processing charge. Synthogra A/S shall be entitled to charge interest, on any overdue payments, of 2% per commenced calendar month until the full payment is received.



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