General terms and conditions of sale and delivery apply to BioGram ApS, CVR no. 40922598
1.0 Validity
1.1 These Terms and Conditions of Sale and Delivery apply to all offers, sales and deliveries made between BioGram ApS (hereinafter referred to as BioGram) and BioGram. The Client, unless otherwise expressly agreed.
1.2 These Terms and Conditions may be changed by BioGram with a notice of 60 days upon publication on BioGram’s website. However, the changes cannot be announced with effect for contracts already concluded.
2.0 Offer
2.1 Any offer made by BioGram must be accepted within 30 days of its submission, failing which it will be forfeited.
3.0 Price
3.1 All prices are in Danish kroner and excluding VAT. The buyer is obliged to accept changes in the price until delivery because of documented increased costs for the seller because of changes in exchange rates, customs, taxes, duties, etc. regarding the agreed delivery.
4.0 Payment
4.1 Payment must be made no later than the date stated in the invoice as the last due date for payment. If this is not stated, payment must be made in cash upon delivery.
4.2 If payment is made after the due date, BioGram is entitled to calculate interest on the outstanding debt from the due date at any time at the rate of 2% per month. By deployment of reminders is attributed a reminder fee of DKK 100.
4.3 The Buyer is not entitled to set off against any counterclaims against BioGram that are not acknowledged in writing by BioGram and is not entitled to withhold any part of the purchase price due to counterclaims of any kind.
5.0 Retention of title
5.1 BioGram reserves, subject to the limitations imposed by mandatory law, ownership of the Sold Property until the full purchase price plus accrued costs have been paid to BioGram or to the party to whom BioGram has transferred its right, cf. section 12.
5.2 When converting or working on what is sold, the retention of title is maintained so that it covers the transformed or processed object to an extent corresponding to the value it sold represented at the time of sale.
6.0 Delivery
6.1 Delivery is made from BioGram’s address, regardless of whether BioGram brings the sold goods to the Buyer by its own people or by a third party in accordance with a separate agreement with the Buyer.
6.2 The delivery time is determined by BioGram to the best of its discretion in accordance with the circumstances prevailing at the time the offer is made/the agreement is concluded. Unless expressly agreed, a delay of delivery by 14 days due to BioGram’s circumstances is in all respects considered to be timely delivery, so that the Buyer cannot exercise any authority over BioGram for that reason.
6.3 In the event of a delay, BioGram is obliged to immediately notify the Buyer and provide information. When delivery can be expected to be completed.
7.0 Product Changes
7.1 BioGram reserves the right to make changes to agreed specifications without notice if this can be done without inconvenience to the Buyer.
8.0 Defects and complaints
8.1 Upon delivery, the Buyer shall immediately make such examination of the Goods as proper business use requires.
8.2 If the Buyer wishes to invoke a defect, the Purchaser must, immediately after the defect has been or should have been discovered, notify BioGram in writing of this, and state in which the shortage remains. If the buyer has discovered or should have discovered the defect and he does not complain as stated, he cannot later claim the defect.
8.3 At BioGram’s option, defects in the product will be rectified or the product will be re-delivered.
8.4 If rectification or delivery in accordance with clause 8.3 is not made within a reasonable time, the Buyer shall, in compliance with the general rules of Danish law and these sales and the right to terminate the contract, demand a reduction in the purchase price or claim compensation.
8.5 If the Buyer has not invoked the defect against BioGram within 6 months after the date of delivery, he cannot claim it later. For parts that have been replaced or repaired, cf. section 8.3, BioGram assumes the same obligations as apply to the original sold for a period of 6 months, however, BioGram’s liability for defects not for any part of what is sold can be extended to more than 1 year from the original delivery date.
9.0 Limitation of Liability
9.1 A claim for damages against BioGram cannot exceed the invoice amount for the item sold.
9.2 BioGram shall not be liable for operating losses, loss of profit or other indirect losses in connection with the Agreement, including direct losses arising from delays or deficiencies in the sold.
10.0 Returns
10.1 The sold items will only be returned by prior written agreement.
10.2 In cases where the buyer is entitled to cancel the deal, or if the sold item is returned to BioGram for replacement or rectification of defects, the sold product must be sent to BioGram in its original packaging and at the buyer’s expense and risk. To the extent that BioGram is subject to shipping costs, etc., BioGram is entitled to claim these refunds from the Buyer and offset these against the Buyer’s possible claims against BioGram. After completion of the repair or in the case of replacement, the buyer is obligated to collect the repaired or replaced item at BioGram’s own expense and risk.
11.0 Product Liability
11.1 For product liability, the rules in force in Danish law apply at any given time. To the extent that nothing else follows from mandatory legal rules, BioGram is not liable for operating losses, loss of profit or other indirect loss.
12.0 Transfer of rights and obligations
12.1 BioGram is entitled to assign all rights and obligations under the agreement to a third party.
13.0 Disputes
13.1 Any dispute between the parties shall be settled in accordance with Danish law and with BioGram’s domicile as the place of jurisdiction.