Offer to Sell Products:
This writing constitutes an offer or counteroffer by Cardlab ApS. (“Seller”) to sell the products (“Products”) described in Seller’s sales quotation or order acknowledgment, as the case may be, in accordance with these Terms and Conditions, to the party to whom the sales quotation or order acknowledgment is addressed (“Buyer”). This writing is not an acceptance or confirmation of any offer made by Buyer, and all Product orders are expressly conditioned upon Buyer's agreement to these Terms and Conditions. Seller hereby objects to any additional or different terms which may be contained in any of Buyer’s purchase orders, acknowledgments, contracts, or other forms, or in any other communication heretofore or hereafter received from Buyer. This offer or counteroffer expires thirty (30) days from its date, unless Products are subsequently shipped by Seller and accepted by Buyer. Buyer will be deemed to have assented to these Terms and Conditions unless Seller receives written notice of any objection within three (3) business days after Buyer’s receipt of this form.
Terms of Payment:
Unless expressly otherwise stated on Seller’s quotation or order acknowledgment, the full purchase price is to be received in net cash by Seller within fourteen (14) days following the date of Seller's order acknowledgement. All payments shall be made to Seller by means of transfer into the bank account specified on Seller's order acknowledgement or in accordance with such other instructions as the Seller may reasonably provide. All monies to be paid by Buyer shall be paid in Euros unless other currency is agreed according to Purchase Order. If all the goods covered hereby are not delivered at one time, Buyer shall pay the unit prices for the actual goods delivered, unless otherwise agreed in writing. All shipments covered hereby shall at all times be subject to Seller’s credit approval of Buyer, and Seller reserves the right to require alternative payment terms, including, without limitation, sight draft, letter of credit, or payment in advance. Any amounts not paid by the date due shall bear interest at Libor (3 months) + 2% per month from the due date until paid.
Retention of Title:
The ownership of the Products shall not pass to Buyer and full legal and beneficial ownership of the Products shall remain with Seller unless and until Seller has received payment in full for the Products including all secondary costs such as interest, charges, expenses etc. In the event of termination on the basis of these Terms and Conditions, Seller shall, without prejudice to any other rights of Seller, be entitled to require immediate re-delivery of the Products for which it may invoke a retention of title. As long as title to the Products remains with Seller pursuant to this provision, Buyer is entitled to use the Products solely to the extent required in its ordinary course of business, and, to the extent possible, shall: a) keep the Products separate and in a clearly identifiable manner; b) notify Seller immediately of any claims by third parties which may affect the Products; and c) adequately insure the Products. The Buyer shall further take all measures to ensure that Seller's title is in no way prejudiced. The Buyer authorizes Seller to file such financing statements as Seller may determine to be desirable to perfect Seller’s security interest in the Products in any relevant jurisdiction, and Buyer agrees to cooperate with Seller and to execute any and all documents and instruments reasonably requested of Buyer to perfect Seller’s security interest granted hereunder.
The prices for the goods covered hereby shall be as set forth in Seller’s quotation or order acknowledgment attached hereto. However, if such prices are based on the purchase of a particular quantity of goods and Buyer fails to purchase such quantity, Seller shall have the right to collect from Buyer the difference between the price paid by Buyer for the goods purchased and Seller’s standard price for such goods in the quantity purchased by Buyer. Unless otherwise stated in Seller’s quotation, the prices for the goods covered hereby do not include costs of shipping or special packaging. All prices quoted are valid for thirty (30) days from the quotation date, unless otherwise stated on the face of the quotation.
Seller's prices do not include Value Added Tax, manufacturer’s tax, occupation tax, use tax, sales tax, transfer tax, privilege tax, excise tax, duty, custom, tariff, inspection or testing fee, or any other tax, fee, interest or charge of any nature whatsoever, whether international, national, state, or local, however designated, which is levied or imposed by any governmental authority, on or measured by the transaction between Seller and Buyer, and any such taxes, fees, interest or charge shall be paid by Buyer in addition to the prices quoted or invoiced, or in lieu thereof the Buyer shall supply Seller with an appropriate tax exemption certificate. In the event Seller is required to pay any such tax, fee, interest or charge, Buyer shall reimburse Seller therefore.
Delivery and Shipping:
Unless expressly stated otherwise in Seller's order acknowledgement, all deliveries of goods shall be Ex Works Seller's production facility. The Buyer accepts that it can be expressly stated in Seller's order acknowledgement, that the deliveries of goods shall be Ex Works the production facility of Seller's subcontracting supplier situated in f.i. USA, Denmark, France, China. The term Ex Works shall have the meaning assigned to the same in the latest version of INCOTERMS published by the International Chamber of Commerce at Paris, France, at the time of Seller's order acknowledgement. Upon Buyer's receipt of the goods at the agreed Ex Works delivery site the Buyer must sign an accompanying delivery note stating that the goods have been delivered to the Buyer. Transportation expenses are paid by Buyer unless otherwise agreed. Shipping dates are approximate and shall not be of the essence. Shipping dates are based upon prompt receipt of all necessary information from Buyer. Seller will notify Buyer promptly of any material delay and will specify the revised delivery date as soon as practicable. All Products shall have lot identification markings and will be delivered with lot inspection data. For Product lotting and manufacturing efficiency, Lot quantities may vary by +/- 1% without written permission from Buyer. Seller shall not be liable for any damages to Buyer or to any other party for Seller’s delay in delivery or error in filling any orders for any reason whatsoever. Seller reserves the right to make delivery in installments, and all such installments will be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries, unless otherwise agreed in writing. Delay in delivery of any installment shall not relieve Buyer of its obligations to accept remaining deliveries. Claims for shortages or similar errors in delivery must be made in writing to Seller within five (5) days after receipt of shipment, and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Buyer.