Terms and Conditions of Purchase

V. 3. (1 May 2018)

1. Preamble
1.1
These Terms and Conditions of Purchase apply to all purchases of products, cf. below, between Nordic Medical Solutions ApS, Axel Towers, Axeltorv 2F, 5th floor, DK-1609 Copenhagen K, Denmark, business registration number in Denmark: 34352542 (“Nordic Medical Solutions”) and your company as supplier (the “Supplier” (whether singular or plural)).

1.2
These terms and conditions are incorporated into the agreement between the parties by way of reference from the written purchase order submitted by Nordic Medical Solutions to the Supplier and forwarding of the terms and conditions to the Supplier.

1.3
Any and all products supplied by Nordic Medical Solutions are covered by these terms and conditions including but not limited to, pharmaceuticals (both over-the-counter and prescription-only medicines), parapharmaceuticals, medical devices, cosmetics and disposables.

1.4
These terms and conditions will co-exist with any other agreements concluded by the parties and will take precedence in case of any inconsistencies.

2. Supply and delivery
2.1
Nordic Medical Solutions and the Supplier will agree to the details of the supply, and Nordic Medical Solutions will subsequently confirm the agreement in the purchase order to the Supplier. Hereinafter, the Supplier will issue a pro forma invoice to Nordic Medical Solutions. In case of inconsistencies between previous agreements on the purchase, the purchase order and/or the pro forma invoice, the purchase order will take precedence if the Supplier has not objected to the contents thereof within 48 hours from receipt thereof.

2.2
Unless otherwise agreed, the products must be delivered at Nordic Medical Solutions’ address, warehouse or offices according to the instructions, including the delivery time set out in the purchase order.

2.3
Nordic Medical Solutions will pay invoices at the time set out in the purchase order.

2.4
If products are not delivered to Nordic Medical Solutions at the agreed time, then Nordic Medical Solutions is entitled to terminate the purchase order. If Nordic Medical Solutions wishes to terminate the purchase order according to this clause, Nordic Medical Solutions must notify the Supplier thereof no later than 48 hours after the agreed time of delivery. In the event that any prepayment has been made, such prepayment must be returned in full and without any deductions to Nordic Medical Solutions within 72 hours from receipt of the cancellation of the purchase order.

3. Back orders
3.1
The Supplier must inform Nordic Medical Solutions as soon as possible if a product is in back order or for any other reasons cannot be delivered fully or partly within the agreed time of delivery.

3.2
Back orders must be delivered without undue delay. Nordic Medical Solutions must be notified of the new time of delivery.

3.3
Nordic Medical Solutions reserves the right to cancel back orders and/or delayed deliveries entirely or partly up until the time of notice of dispatch to Nordic Medical Solutions.

3.4
Unless otherwise set out in the purchase order, expiry of products must upon delivery be at least 12 months remaining shelf life.

4. Consignment
4.1
The products must be delivered to Nordic Medical Solutions ready for transportation in packaging and with labelling appropriate to the storage of products and mode of transport reasonably specified by Nordic Medical Solutions, in accordance with the agreement, these terms and conditions as well as applicable legislation and industry standards.

4.2
Transport cartons must be marked with the Supplier’s name and be free of old and irrelevant labels and markings.

4.3
The Supplier must place documentation of the following information on or inside the transport carton:

  1. Product name (of the product)
  2. Item number
  3. Batch no.
  4. Expiry date
  5. Number of packages in carton
  6. Number of packages in convenience pack
  7. Special storage deliveries must be clearly marked and packed separately from other products: Cold and frozen products, hazardous products, mix pallets and mix cartons or tender products, back orders or campaign products. Clearly marked means a visible label (not white) with required language placed on all sides of the cartons/pallets at pitch 50 or more.

4.4
The Supplier must use its best efforts to ensure that products are delivered suitable packed on pallets and/or in transport cartons of an optimum size and quantity. Onward transfer must be taken into account.

4.5
If Nordic Medical Solutions bears the risk of freight of the products from the Supplier, the Supplier will cooperate fully and loyally with Nordic Medical Solutions in its efforts to establish a claim against the carrier.

4.6
In case of Nordic Medical Solutions return of the products to Supplier, irrespective of the reason for this, the Supplier bears the risk of the products during transport.

5. Information
5.1
In connection with a purchase order submitted by Nordic Medical Solutions, the Supplier must upon receipt thereof and no later than 48 hours thereafter, provide information, e.g. in a proforma invoice, of:

  1. Name and address of the Supplier
  2. Date of sending the product
  3. Product name of the product
  4. Item number, form, strength and package size
  5. Requirements for special storage conditions.

5.2
Each shipment must be accompanied by one delivery note per delivery. The delivery note must contain the following information:

  1. Product name
  2. Quantity (number of pallets and transport cartons)
  3. Item number, form of product strength and package size
  4. Batch no.
  5. Expiry date
  6. Requirements for special storage conditions
  7. Safety notes and warnings
  8. Identification of Nordic Medical Solutions as the customer
  9. Number and units per trading unit
  10. Name and address of the Supplier
  11. Name and address of the recipient.

5.3
Further, upon shipment, the Supplier must immediately per email to Nordic Medical Solutions provide information on:

  1. Method of shipment
  2. Name of carrier
  3. Tracking no.
  4. Estimated arrival date.

5.4
Failure to supply any of the information set out in this section 5 will be considered a material breach of the purchase order.

6. Purchase of medical devices (additional requirements)
6.1
The Supplier warrants that (i) all medical devices purchased by Nordic Medical Solutions carry a valid and legal CE marking and (ii) that manufacturer established outside the EU has appointed a representative in the EU. Furthermore that all products supplied as a minimum carries English language on the outerpack and leaflet.

7. Certificate of control (COA/COC)
7.1
By accepting terms and conditions for purchase the supplier proactively takes the responsibility that all Medical products delivered are manufactured in accordance with GMP. All Medicals purchased within EU for resale within the EU must be accompanied by a certificate of control (COA/COC), if such certificate exist. Request for mentioned certificate is required latest 24 hrs. after shipping/pick up of goods. If a verification evidence is not available, the requirement for proof of verification is waived.

8. Quality control
8.1
To the extent permitted under applicable legislation, the Supplier must perform out-going quality control to ensure the quality of products delivered to Nordic Medical Solutions. The Supplier must use its best efforts to perform the quality control in accordance with applicable legislation and best industry practices.

9. Obligations to inform and product recalls
9.1
The Supplier must within 5 days from the time when information on an adverse event came or should have come to the Supplier’s knowledge provide any available information thereon to Nordic Medical Solutions. In this respect, an adverse event means (i) any malfunction, failure, defect or deterioration in the characteristics and/or performance of a product, as well as any inadequacy in the labeling or the instructions for use which, directly or indirectly, has, might lead to or might have led to the death of a patient or user or of other persons or to a serious deterioration in their state of health and (ii) any technical or medical reason in relation to the characteristics or performance of a product leading to systematic recall of products of the same type by the Supplier.

9.2
The Supplier must immediately inform Nordic Medical Solutions about any and all complaints, which may refer to the products. The information provided must include a full and complete description of the complaint and any action taken in response to the complaint by the Supplier.

9.3
If the Supplier becomes aware of any other information regarding the products, intellectual property rights or infringements of such regarding the products that the Supplier believes is reasonably likely to be of importance to Nordic Medical Solutions, it must immediately report that information to Nordic Medical Solutions. The Supplier will have sole conduct of the defence thereof, at the Supplier’s expense. Nordic Medical Solutions will co-operate in such defense, the extent reasonably requested by the Supplier, at the Supplier’s expense. The Supplier on must an on-going basis provide all documentation in such case to Nordic Medical Solutions.

9.4
Nordic Medical Solutions will notify the Supplier immediately in the event of Nordic Medical Solutions’ knowledge about a product recall.

10. Warranties
10.1
The Supplier warrants that the products delivered to Nordic Medical Solutions (i) are delivered at the agreed time, (ii) correspond to what has been ordered, and (iii) have been duly stored according to storage conditions of the product in transit. At request, the Supplier must provide Nordic Medical Solutions with supporting documentation thereof.

10.2
Further, the Supplier warrants that Nordic Medical Solutions is entitled to resell the products in wholesale and that there are no limits for wholesale distribution/sales of the products worldwide.

10.3
The Supplier warrants that any handling obligations attached to the products have been complied with by Supplier and its previous suppliers, and that Supplier will supply documentation for such handling immediately upon the request of Nordic Medical Solutions.

11. Regulatory matters
11.1
Nordic Medical Solutions disclaims all liability for its customers’ obtaining and maintaining any required marketing permissions or for fulfilling any regulatory registration requirements for the products which are to be marketed or sold by the Customer.

12. Set-off
12.1
Nordic Medical Solutions is entitled to set off any amount payable, whether stemming from the same or other purchase orders, to the Supplier if the Supplier has delivered products to Nordic Medical Solutions which will entitle Nordic Medical Solutions to a refund of the purchase sum or other liability on the part of the Supplier.

13. Liability
13.1
Nordic Medical Solutions is liable to pay damages in accordance with the ordinary rules of Danish law with the limitations and exclusions set out in these terms and conditions.

13.2
Nordic Medical Solutions will not pay damages for any indirect losses or consequential damage suffered by the Supplier or any third party. Indirect losses or consequential damage include but are not limited to loss of business opportunities, loss of profit, loss of goodwill, loss of interest and duty to pay any liquidated damages, penalties or fines.

13.3
Nordic Medical Solutions’s total aggregated liability for any and all claims including damages is limited to an amount equal to the purchase price paid for the product(s) to which the claims relate. The aforesaid monetary limitation applies irrespective of the basis thereof and must to the widest extent possible include claims based on acts of negligence (whether ordinary or gross negligence), strict liability, product liability, etc.

14. Governing law and venue
14.1
These terms and condition, including disputes regarding their existence or validity, are governed by Danish law, irrespective of any conflict of laws rules, which could otherwise result in the application of the laws of another jurisdiction to the dispute.

14.2
Any dispute arising out of, or in connection, with this these terms and conditions, including disputes regarding their existence or validity, must be settled by the ordinary Danish courts, and if possible before the court of Frederiksberg as the court of first instance.

14.3
Notwithstanding clause 13.2, as regards Suppliers in countries which are not a party to a mutual convention on recognition of judgements with Denmark and which are a party to the New York Arbitration Convention, any dispute arising out of, or in connection with, these terms and conditions must be finally settled by arbitration in accordance with the Rules of Procedure of the Danish Institute of Arbitration (Danish Arbitration) in force at the time of the commencement of such proceedings. The Institute of Arbitration will appoint one arbitrator, who will be the chairman of the arbitral tribunal.