Terms of Sale
“Provider” means Larodan AB or any of its subsidiaries, separately or jointly referred to as Provider.
“Products” means any chemical reference standards and reagents to be used in research, development and quality control, which are supplied by the Provider.
All Products are ”for research use only”.
“Customer” means any buyer of Products from Provider, whether the buyer is a reseller, sales agent, end user or representative of end-user.
“Sale” means the process of effectively transferring ownership of Products from Provider to Customer through the Order acknowledgement, Delivery, Invoicing and Payment of said Products.
These General Terms of Sale apply to any Sale of Products from Provider to Customer, unless otherwise agreed in writing between Customer and an authorized representative of Provider.
Changes of General Terms of Sale
Provider may change these General Terms of Sale without notice, and only the version valid at the time of a Sale shall apply to that Sale.
The Price of Products is agreed on a case by case basis between Provider and Customer and is stated in an Order acknowledgement or Invoice. Provider is not bound by prices stated in general price lists. The Price does not include freight, freight packaging, or any services, unless otherwise agreed in writing
Specification of Products
Any technical or other Specification for Products shall be issued in writing directly to Customer, and only such directly provided written Specification shall be enforceable upon Provider.
Changes in Products
Provider may cease to supply Products, or change the Specifications for Products, without notice.
A Quotation issued from Provider to Customer is an indication of a potential Sale shall have no legal consequence, unless otherwise agreed in writing.
Order acknowledgement constitutes an agreement concerning a sale of Products from provider to Customer. A duly issued Order acknowledgement shall state at least the relevant Products, Price and currency. Provider is obliged to supply Products in accordance with a duly issued Order acknowledgement. Customer is obliged raise formal objections and corrections, if any, to a duly issued Order acknowledgement within two (2) days from receipt.
Products are delivered Ex works (Incoterms 2000), Providers address as stated in a duly issued Order acknowledgement. Products delivered in accordance with these terms constitute a Delivery.
Insurance of Products during freight will not be arranged by Provider unless otherwise agreed.
Products are delivered anytime within the Delivery time stated in an Order acknowledgement.
Provider does not accept compensation claims due to delays or non-deliveries. Provider reserves the right to withdraw from delivery due to long term shortage of starting materials, production breakdown and other circumstances beyond Provider’s control.
Invoice constitutes a payment instruction from Provider to Customer. A duly issued Invoice shall state at least the relevant Products, Price, currency, Payment method and Payment time. Customer is obliged to make payment in accordance with a duly issued Invoice. Customer is obliged raise formal objections and corrections, if any, to a duly issued Invoice within two (5) days from receipt.
Payment is to be made as stated in a duly issued Invoice, in the specified currency. Standard Payment method is bank transfer to Provider’s bank account as stated on a duly issued Invoice. Standard Payment time is thirty (30) days from the issue of Invoice.
Products are warranted to be free from defects in design, material and workmanship effecting the usability or function of Products in accordance with their Specifications. This Warranty does not cover limitations in usability or function of Products arising from Customer’s incautious treatment of Products. This Warranty is valid for a period of two (2) years from Delivery. Customer is obliged raise formal claims in accordance with this Warranty within thirty (30) days from the Warranty claim arises. All claims must specify batch (lot) and Invoice number. Return of
goods will not be accepted unless authorized by Provider. Defective Products subject to this Warranty will be replaced by Provider free of cost for Customer.
Limitation of Provider’s liability
Provider is only liable for direct damages relating directly to Products. Provider is never liable for indirect or consequential damages incurred by Customer.
Provider’s Intellectual Property Rights
Sale of Product constitutes the transfer of ownership of a specific Product. It never constitutes any other right for the Customer to make any other use of any of Provider’s intellectual property rights relating to Products.
Customer is obliged to treat all data and information concerning Provider’s business with confidentiality and keep it secret, provided that it is neither generally accessible nor generally known.
Provider is granted the right by Customer, to use Customer a reference and mention Customer as user of Products.
Governing law and disputes
These General Terms of Sale are governed by and shall be construed in accordance with the laws in the country of Provider. All disputes arising in connection with These General Terms of Sale shall be finally settled by arbitration in accordance with generally accepted rules in the country of Provider. The place of arbitration shall the arbitration court closest to the address of Provider. The English language shall be used in the arbitration proceedings.
The acceptance of an Order acknowledgement constitutes an acceptance of these General Terms of Sale.
These General Terms of Sale are in effect and valid for all Sale of Products by Provider to Customer from January 1, 2018.