Terms and Conditions of Sale

V. 2. (1 May 2018)

1. Preamble
1.1
These Terms and Conditions of Sale apply to all sales of products, cf. below, between Nordic Medical Solutions ApS, Havnegade 39, DK-1058 Copenhagen K, Denmark, business registration number in Denmark: 34352542 (“Nordic Medical Solutions”) and your company as costumer (the “Customer” (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 offer submitted by Nordic Medical Solutions to the Customer and forwarding of the terms and conditions to the Customer.

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.

2. Purchase orders
2.1
A binding agreement between Nordic Medical Solutions and the Customer is concluded when the Customer has confirmed the acceptance of Nordic Medical Solutions’ offer in writing e.g. in a purchase order or by email (“purchase order”). Unless otherwise stated in the offer, offers are valid for a period of 3 days. Nordic Medical Solutions is at any time entitled to withdraw offers until the Customer has accepted the offer in writing.

2.2
All orders for products are subject to availability, and Nordic Medical Solutions reserves the right to cancel any Customer purchase order or agreement if supply is impossible.

2.3
Purchase orders are binding on the part of the Customer.

3. Delivery
3.1
Nordic Medical Solutions must deliver the agreed products to the Customer and must perform its obligations in accordance with the order confirmation and the terms and conditions herein, however subject to the Customer’s payment of all purchase sums as they fall due.

3.2
If delivery is delayed, Nordic Medical Solutions must without undue delay notify the Customer thereof. Delay will only be considered material breach of a purchase order if delay persists for more than 8 days. In case of multiple shipments for a purchase order, the 8 days will be calculated per shipment.

3.3
Applicable delivery terms (e.g. ex works or DAP) are set out in the quotation order confirmation or the proforma invoice.

4. Compliance

4.1
Nordic Medical Solutions acts as an international wholesaler and does not assume any liability for compliance with legislation in the country in which the Customer is established or the country into which the Customer imports the products. Hence, the Customer is responsible for specifying the order sufficiently for the purpose of ensuring that further wholesale or retail sale of the products meet the requirements of the relevant jurisdiction, e.g. language requirements, product registration, patient information leaflets, labelling or presentation of the product in general.

4.2
The Customer is responsible for obtaining and maintaining any required or relevant marketing permissions or for fulfilling any regulatory registration requirements for the products which are to be imported, marketed or sold by the Customer.

4.3
The Customer warrants that any handling obligations (following from e.g. these terms and conditions, the packaging of the product or industry regulation) or selling restrictions attached to the products as to further resale or import of the products will be complied with, and that the Customer will impose such restrictions on any subsequent customers of the products.

4.4
By accepting terms and conditions for sale the customer proactively takes the responsibility of being in compliance and strictly follow current international and local legislation in force for all handling of Pharmaceutical products. This includes, besides the responsibilities listed in 4.1 to 4.4, the customer furthermore takes solely responsibility of following international and local government requirements in force for handling of Pharmaceutical products and also requirements which are not listed in terms and conditions for sale.

5. Prices
5.1
Prices stated in pricelists and previously paid prices are not binding with regard to subsequent purchase orders.

5.2
Unless otherwise stated, all prices are exclusive of VAT, custom duties, taxes and the like.

5.3
Prices stated in other currencies than Danish Kroner (DKK) will be subject to the following exchange mechanism between DKK and the currency in question: If the Customer fails to pay the amount at the due date, and the corresponding amount in DKK changes with more than 2% at the time of the Customer’s actual payment to Nordic Medical Solutions, Nordic Medical Solutions is entitled to change the price and issue an additional invoice for anamount corresponding the loss following from the change in the exchange rate. The official exchange rates of the Danish National Bank (Danmarks Nationalbank) will apply.

6. Set-off

6.1
The Customer is not entitled to set off any amounts payable to Nordic Medical Solutions, whether stemming from the same or other purchase orders.

7. Payment
7.1
Unless otherwise agreed, all deliveries are subject to advance payment to Nordic Medical Solutions. Shipment will not be initiated before payment has been received by Nordic Medical Solutions.

7.2
If products are not prepaid, products delivered to the Customer remains the property of Nordic Medical Solutions until paid for in full, including any default interest, by the buyer, irrespective of any passing of risk.

7.3
If the Customer fails to effect payment on time, Nordic Medical Solutions is entitled to charge default interest at the rate of 1.5 per cent per month or fraction of month after the due date.

8. Damages in transit
8.1
If Nordic Medical Solutions bears the risk of freight of the products to the Customer, any claims for loss, shortage, breakage, leakage or other damage occurring in transit must be notified to Nordic Medical Solutions at info@nordicms.com no later than 8 days after the Customer has obtained or should have obtained knowledge thereof. Claims received after this time are not accepted.

8.2
Notification must be accompanied by relevant pictures and the report made by the carrier of the loss, shortage, breakage or damage. Claims submitted by the Customer without appropriate documentation will be rejected.

8.3
The Customer will cooperate fully and loyally with Nordic Medical Solutions in its efforts to establish a claim against the carrier.

8.4
The sole and exclusive remedy of the Customer in case of damage in transit is a replacement order or repayment of the purchase sum, at the discretion of Nordic Medical Solutions. The Customer disclaims all other remedies (including, but not limited to, indirect and consequential damages, etc.) in case of damage in transit.

9. Duty of inspection
9.1
The Customer warrants that the Customer, and if the Customer is not entitled to do so, then any subsequent customers who are entitled thereto will perform an appropriate inspection of the products supplied by Nordic Medical Solutions without undue delay after receipt of the products. Failure to comply with the duty of inspection will entail that the Customer will not be entitled to claim breach under applicable legislation.

10. Obligations to inform and product recalls

10.1
The Customer must within 5 days from the time when information on an adverse event came or should have come to the Customer’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 Customer.

10.2
The Customer must no later than 8 days from receipt of the products 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 Customer.

10.3
If the Customer becomes aware of any other information regarding the products, intellectual property rights or infringements of such regarding the products that the Customer believes is reasonably likely to be of importance to Nordic Medical Solutions, it must immediately report that information to Nordic Medical Solutions.

10.4
Nordic Medical Solutions will notify the Customer immediately in the event of Nordic Medical Solutions’ knowledge about a product recall and will provide instructions on how to assist in returning all affected products. Nordic Medical Solutions may determine the recall measures required from the Customer on a recall-by-recall basis, and the Customer must comply with such measures unless such instructions are in violation of the law applicable to the Customer. Without further instruction, the Customer must provide to Nordic Medical Solutions any available documentation on seizure notices from public agencies and recall notices sent to the Customer’s subsequent customers. The Customer bears its own cost in connection with product recalls.

11. No warranties

11.1
To the fullest extent permitted by law, Nordic Medical Solutions expressly disclaims and excludes all warranties (express or implied) without limitation, including warranty of quality or fitness for any particular purpose.

12. Liability
12.1
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.

12.2
Nordic Medical Solutions will not pay damages for any indirect losses or consequential damage suffered by the Customer 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.

12.3
Nordic Medical Solutions’ total aggregated liability for any and all claims including damages and/or refund of purchase price 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 of the liability and will to the widest extent possible include claims based on acts of negligence (whether ordinary or gross negligence), strict liability, product liability, etc.

12.4
Any claim including claims for breach, including remediation of defects and delays will be barred and obsolete three (three) months following delivery irrespective of whether the Customer was or should have been aware of the existence of the claim.

13. Force majeure

13.1
The parties are not be liable for delays or for non-performance by itself or its sub-suppliers (other than failure to pay any amounts due) due to force majeure. For as long as a force majeure situation persists, the party affected by such force majeure situation is exempt from the duty to performance of its obligations.

14. Confidentiality

14.1
Prices and other delivery terms agreed between Nordic Medical Solutions and the Customer are considered confidential information. The parties must keep and maintain such confidential information in strict confidence and will not disclose such information to any third parties except as expressly required by law or as agreed with the other party. This obligation remains in force for five (5) years after the latest purchase made by the Customer.

15. Governing law and venue

15.1
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.

15.2
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.

15.3
Notwithstanding clause 15.2, as regards customers 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.

15.4
Notwithstanding the above, Nordic Medical Solutions will always be entitled to initiate legal proceedings at the home jurisdiction of the Customer.