Terms and Conditions of Trade

1.    Application
a)    Unless other terms and conditions are accepted by UV Medico A/S (“the Company”) by means of a written amendment to these terms and conditions, the contract to supply goods and / or services will be on the terms and conditions set out below (“the Contract Terms”). Commencement of the supply of goods and / or services from the Company confirms to the Company that the Customer has read, understood, and agreed to abide by these terms and conditions.
b)    Any terms and conditions of the buyer are not a part of the Contract Terms.

2.    Acceptance
a)    All quotations are given subject to confirmation by the Company upon receipt of the Customer’s order and no contract shall be concluded until such confirmation is given, or the Customer’s order is otherwise accepted. Each order when accepted constitutes a separate contract.
b)    Quotations from the Company are valid for a period of 10 days unless otherwise specified.

3.    Prices
a)    Unless otherwise stated, quoted prices are exclusive sales tax, duties as well as all costs of packing and carriage.
b)    The Company reserves the right to adjust such exclusive prices between the date of the quotation and the completion of the contract.
c)    If prices are changed after a contract has become binding, the Company shall give the Customer written notice of such variation and, on receipt of such notice, the Customer may cancel the contract. If goods are to be delivered or services are to be supplied in instalments, the Customer may cancel only the undelivered goods or the unperformed part of the services. If the contract is not cancelled, the Customer shall be bound obligated to pay the varied price in respect of the goods delivered or services performed after such notice is received. To be effective, the cancellations must be in writing and must be received by the Company within fourteen days of the date of such notice of correction of price.
d)    The quoted prices on pro forma invoices are only valid for the period specified thereon. If no period is specified thereon, the quoted prices are valid until the end of the calendar month in which the pro forma invoice was raised.

4.    Delivery and performance of services
a)    Delivery or performance dates or periods are estimates only and are not binding on the Company. The Company will endeavour to complete the contract or deliver the goods by the estimated date or within the estimated period or, if there is no estimated date or period specified, within a reasonable time limit, but in no circumstances will the Company be liable for any loss or damage of any kind whatsoever arising directly or indirectly from any delay in the completion of the contract or delivery of the goods however caused, nor will any such delay entitle the Customer to terminate or rescind the contract.
b)    The Company reserves the right to make partial shipments.
c)    Any estimated delivery date or estimated performance period begins on the date of the Company’s acceptance of the Customer’s order (order confirmation) as required by Condition 2 or later if the Company at a later stage from the Customer receives any further information, which it may require to proceed with the contract. The Customer agrees to supply such information promptly and to accept the goods or services by or within the estimated delivery date or estimated performance period specified in the contract and to give any necessary instructions for delivery or performance accordingly.
d)    The goods shall be and thereafter remain at the Customer’s risk from the time of delivery to the Customer or to the Customer’s carriers as specified in the delivery terms (Incoterm) of the contract, but the property in the goods shall not pass to the Customer until the Company has received payment in accordance with Condition 6. Unless otherwise agreed in writing, the delivery terms are EXW, Incoterms 2010.
e)    The Company provides estimated weight and dimensions, when the goods are ready for shipment.
f)    The ownership (both legal and equitable) of the goods shall not pass to the Customer until the purchase price of the goods, together with all costs incurred, has been paid in full.
g)    Prior to the ownership of the goods passing to the Customer, the Customer may deliver the goods to a third party pursuant to a bona fide and arm’s length agreement to resell the goods, but such liberty will cease in any of the events referred to in Condition 18.
h)    At any time after the payment of the goods has become due, but remains unpaid, the Company may elect to rescind the contract and / or recover any/ ll of the goods, which are still the Company’s property and may enter onto any premises where such goods may be for the purpose of affecting such recovery. Such payment will be deemed immediately due in any of the events referred to in Condition 18.
i)    Where the goods are re-sold by the Customer and, at the time of such re-sale the legal and equitable title in the goods has not passed to the Customer, the proceeds of such re-sale will be held by the Customer in a fiduciary capacity on trust for the Company, and the Customer will account to the Company for the same to the extent necessary to pay the price of the goods.

5.    Cancellation by the Customer
No contract shall be subject to cancellation or suspension by the Customer in whole or in part without the written consent of the Company, and the Company shall be entitled, as a condition of granting such consent, to require the Customer to pay all loss and damages suffered by the Company as a result of such cancellation or suspension.

6.    Payment
a)    In the event of a sale to a Customer that has been granted credit facilities by the Company, payment by the Customer is due, as per agreed payment terms, counting from invoice date of the goods. Payment must be made to the Company’s advised bank account in agreed currency. All bank commission fees, or correspondence bank charges must be paid for by the Customer. The Company will only pay bank charges to the Company’s own banker.
b)    If the Customer fails to pay the Company by the due date, the Company may either suspend all further deliveries or performances of services until payment is made in full or cancel the contract and any other contracts between the Customer and the Company in so far as goods remain to be delivered or services remain to be performed thereunder. Furthermore, all sums owed to the Company by the Customer, whether on any account whatsoever or otherwise, shall immediately become due and payable in full.
c)    The Company reserves the right to charge interest when payment has not been made on the due date, at the rate of 2% per month, calculated from the time of the due date of payment until receipt of any outstanding balance by the Company.
d)    As legislated by Directive 2011/7/EU of the European Parliament, the Company reserves the right to charge a compensation fee of EUR 40, - per overdue invoice.

7.    Limited warranty
a)    The Company guarantees goods against defects of material and workmanship under normal usage for the period of two year (24 months) from date of shipment from the Company and the warranty is based on the data specifications of the products provided on the Company’s website at the time of purchase. Excluded from the warranty is consumable parts such as (but not limited to) dry bags, fuses, and the like.
b)    Warranty is subject to Customer presenting an original receipt / invoice which must be submitted to determine if the product is under warranty.
c)    Upon receipt, the Customer is obligated to perform examination/inspection of the goods to check for any defects. The Customer shall within one week notify the Company of any defects that has or could have been determined at the inspection of the goods and in general within one week from the time the Customer has or should have noticed the defect giving rise to any claim.
d)    To the extent of goods including batteries, the Company does not warrant any capacity of such batteries.
e)    The Company does not assume any responsibility relating to the soundness and technical requirements of materials, staff, services, and locations provided by the Customer and/or by third parties by order of the Customer. In addition, the Customer will indemnify the Company against any claims against the latter with respect to the objects and services provided as mentioned above. 

8.    Returns (RMA)
a)    Goods may not be returned by a Customer without the Company’s prior consent. To the extend the Company has accepted such return, goods must be unused, in original packaging and in saleable condition, subject to the Company’s quality control and test inspection, and in no event will the Company accept return of specially modified or custom goods, or goods invoiced more than six (6) months prior to date of Customer’s return request. Restocking fees may apply. 
b)    Requests for spare parts, replacement products or product repairs must be submitted via RMA.
c)    If the product is under warranty, proof of purchase must be submitted as part of the RMA request as mentioned in Clause 7.
d)    Spare(s) or exchange product(s) to be returned to the Company will be invoiced to the Customer and credited upon receipt of the faulty spare part(s) or product(s) by the Company. Defective components must be returned by the Customer at the Customer’s expense within 30 days of receipt of part(s) or exchange product(s) and must be safely stowed and clearly labelled with the RMA number. If not returned within 30 days, the invoice becomes due and must be paid.
e)    All spare(s) or exchange product(s) returned to the Company must be accompanied with a copy of the RMA form and state the reason for the return.
f)    If items are returned for a reason deemed invalid and without prior consent, the Company will reserve the right to charge a restocking or handling fee to the Customer.
g)    If the product is not returned in proper packaging, the Company reserves the right to charge a handling fee as stipulated in Clause 7.
h)    End Users (those purchasing products directly from Customers of the Company, and not from the Company) should direct all inquiries for returns to the Customer from whom the End User purchased the products, and not the Company.
i)    For non-warranty repairs, the Customer shall return the defect product(s) to the Company at the Customer’s own cost. The Company will evaluate the status of the defect product(s) and make non-warranty repair quotation to the Customer. The repair will not start until such quotation has been accepted by the Customer. The products under non-warranty repair should be collected by the Customer at the Company’s notification. If such products are not collected by the Customer within 6 months from the Company’s first notification, such products will become the Company’s property and can be sold at the Company’s discretion.

9.    Loss or damage in Transit
In the case of a sale where the goods are to be delivered by or on behalf of the Company, the Company will repair or, at its option, replace free of charge any part of the goods lost or damaged in transit provided that the Company and the carrier are given written notice of such loss or damage within the time required by the carrier’s conditions of carriage or within 3 working days of the arrival of the goods (or, in the case of non-delivery of the goods, within 7 working days of dispatch), whichever is the earlier.

10.    Limitations of Liability and warranty
a)    The warranty shall be deemed invalid if the goods have been used for any purpose other than those for which they were intended or otherwise than in accordance with the Company’s instructions, or have been subjected to excessive voltages, or stored under improper conditions, or otherwise abused or tampered with, or if the Company’s trademark or serial number has been removed, defaced, or altered.  
b)    The limited warranty does not include defects or malfunctions to the extend they have occurred as a result of (i) Electrical supply conditions, including spikes and lows in voltage supply that are beyond the specified limits of the goods and those set or defined by relevant specifications for the goods; (ii) Incorrect wiring/installation or maintenance of goods or any other electrical components such as drivers not performed by (or for) the Company; or (iii) Failure to adhere to installation and operating instructions or guidelines prescribed by the Company or any other document accompanying the goods, as well as applicable safety, industry and/or electrical standards or codes; 
c)    If the Company replaces the defective part in accordance with the foregoing provisions, the defective part shall be and remain the property of the Company. The defective part, repaired or replaced, will only be guaranteed for the unexpired period of the warranty applicable to the related product.
d)    The Company’s obligation under this limited warranty is limited to, at the Company’s sole discretion, either the repair or replacement of the product or reimbursement of the purchase price. If the product has been discontinued or is no longer available, “replacement of the product” shall mean a comparable product as determined by the Company.
e)    The Company is, at its sole discretion, entitled to perform warranty services on location of the goods. In such event, Customer shall make the warranted goods readily accessible for the Company including, but not limited to, providing any reasonable and necessary equipment, at Customer’s expense, needed by the Company to access such warranted goods. The specific terms for on-location repairs or inspections of costs NOT covered by the warranty: (De)mounting, (de)installation, removal and replacement of goods, structures or other parts of Customer’s facility, decontamination, and re-installation of (Defect) goods are not covered by the warranty provided. Customer will be responsible and shall bear the costs for these activities, including costs of access for remedial warranty efforts by the Company.
f)    The Company reserves the right to recommend a Service Centre / Distributor for the repair or replacement if more convenient for the Customer.
g)    To the extent permitted by applicable law, the Company will not assume any responsibility and shall not be liable for any cost labour or of materials used to repair any goods without the prior written authorization of the Company. Further the Company will not be liable to the customer for any (I) special, incidental, consequential, indirect or exemplary damages arising from performance or failure of performance of any product (including product liability) or provision of these standard terms (including such damages incurred by third parties), such as, but not limited to, loss of revenue or anticipated profits or lost business or (II) amount which exceeds the purchase price of the product to which such liability relates. The customer acknowledges that this limitation of liability is a material factor in the determination of product purchase price and that acceptance of this limitation of liability by it is a fair allocation of risk.
h)    The Company undertakes no responsibility that the product will be fit for any particular purpose for which customer may be buying the product. Any implied warranty is limited in duration to the warranty period. No oral or written information, or advice given by the Company, its agents or employees, shall create a warranty or in any way increase the scope of this limited warranty.
i)    Cosmetic degradation is not covered by the warranty.

11.    Software provided by the Company
a)    Any software other than provided by the Company shall not be installed on the good. Any violation hereof, will void any warranty. 
b)    The Company does not warrant the Company’s software itself to be free from defects. 
c)    Users of the software provided by the Company agrees to the extent permitted by applicable law that the use of the software is without warranty of the Company, and the use of the software is on the terms “as is”. 
d)    In no event does the Company warrant that the software will meet the requirements or functions of the users or fits the purposes of the users. Further, the Company does not warrant any future updates of the relevant software nor that the software will be applicable with any third-party software, applications, or services.
e)    The Company is not in any event liable for damages resulting from improper or incorrect use of the software. Further, limitations stipulated under clause 10 shall apply.

12.    Force majeure
The Company assumes no liability or responsibility for the consequences arising out of the interruption of its business by natural causes, i) acts of God; ii) flood, fire, earthquake or explosion; iii) war, invasion, hostilities, terrorist threats or acts, riot or other civil unrest; iv) government order or law; v) actions, embargoes or blockades in effect on or after the date of this Agreement; vi) strikes, material shortages, labour stoppages or slowdowns, inability to obtain materials or other industrial disturbances; and vii) shortage of adequate power or transportation facilities

13.    Design
Where goods are manufactured and / or installed in accordance with any design drawing or specification of the Customer, the fact that the Company has undertaken the contract shall not be constructed as a guarantee, warranty or representation of the practical ability of construction or of the efficiency, safety or suitability of goods to be supplied or of work to be executed by the Company and the Customer hereby indemnifies the Company as a result of any goods manufactured to the Customer’s design or specification infringing any patent, registered design, copyright or similar protection or the provisions of any statue or any statutory instrument or regulation for the time being in force.

14.    Indemnity
The Customer shall indemnify the Company against all damage or injury to any person, firm or company and against all proceedings charges and expenses for which the Company may become liable in respect of the goods sold or services supplied under the contract except to the extent that the Company expressly in the contract terms accepts liability to the Customer or unless such damage or injury shall have been a direct result of the negligence of the Company and can be attributed to no other cause (whether in whole or in part).

15.    Specifications
Specifications and information accompanying the quotation or confirmation of order are under the copyright of the Company and must not be divulged or used without its written permission. The Company reserves the right to modify the design of goods without notice, provided the performance of the goods is not adversely affected.

16.    Governing law and jurisdiction
The place of jurisdiction is Denmark, and the venue is the court for the region where the Company is located. The laws of Denmark govern any disputes, including in relation to the existence or validity of a contract.

17.    Company can change terms
The Company is entitled to change and/or modify these terms and conditions at the sole discretion of the Company. Any changes will be effective for all orders to Customers accepted by the Company after the effective date of such modification.

18.    Termination
The Company shall be entitled to terminate the contract immediately if the Customer has a bankruptcy order made against him, has entered liquidation (whether voluntary or compulsory), is under administration or any insolvency proceedings exist against the Customer.