General Terms and Conditions

 
General
These general terms and conditions of sale (hereinafter “General Terms and Conditions”) shall apply to all offers, sales and deliveries of products and provision of services (“Product(s)”) from Euro Diagnostica AB, and/or from any Affiliate (as defined below) of Euro Diagnostica AB (hereinafter “Euro Diagnostica”), to a third party customer purchaser, and/or any third party acting on behalf of such third party customer purchaser (hereinafter “Purchaser”), including any orders for Products made by such entities to Euro Diagnostica, irrespective of any general conditions of purchase of Purchaser. 
 
For the purposes of these General Terms and Conditions the term “Party” shall mean Euro Diagnostica or Purchaser and where used in the plural shall mean Euro Diagnostica and Purchaser. Further, the term “Affiliate” shall mean any legal entity controlling, controlled by or under common control with Euro Diagnostica AB. 
 
Offers
Offers from Euro Diagnostica are valid for a maximum period of 30 days from the date of the offer, unless specifically stated otherwise. These General Terms and Conditions shall be regarded as an integrated part of and governing an offer made and, save in the event of any other agreement formalized between the Parties, embody the entire understanding between the Parties in relation to the supply of Product(s) as contemplated herein.
 
Order Acknowledgement
Upon confirmation by Purchaser of an offer from Euro Diagnostica or upon an order by Purchaser to Euro Diagnostica, Euro Diagnostica shall, subject to Euro Diagnostica’s acceptance of the Purchaser’s order confirmation or the order by the Purchaser, issue an order acknowledgement in respect of the same and the issuance of the Purchaser’s order shall represent a binding obligation on the part of Purchaser. Euro Diagnostica shall be entitled to approve orders partially by making reductions, reservations and deviations. If such partial approval is not acceptable to Purchaser, Purchaser shall inform Euro Diagnostica in writing within 3 business days of receipt of Euro Diagnostica’s order acknowledgement. If Euro Diagnostica has not received such notification in due time, the order acknowledgement shall be deemed accepted by Purchaser.
 
Prices
The firm and fixed price is stated in the order acknowledgement or offer. Unless otherwise explicitly stated, prices are quoted at time of order acknowledgement, exclusive of taxes and any other duties. Where such taxes and duties are explicitly included in the price, Euro Diagnostica may demand that any increase in such taxes and duties effective after the date of the order acknowledgement and up until the date of delivery is paid by Purchaser. On orders less than 500€, a handling fee may be applied by Euro Diagnostica.
 
Euro Diagnostica price list is in currency SEK. Euro-Diagnostica bases its exchange rate on the Swedish National Bank’s monthly Fixed rate of the last day of the previous month. Euro Diagnostica reserve the right to change prices, in other currencies than SEK, if exchange rate varies with +/- 2.5%.
 
If circumstances beyond Euro Diagnostica’s control, occurring prior to the date of delivery, result in a sudden considerable increase in e.g. cost of instrumentation, cost of supply, etc., Euro Diagnostica shall be entitled to increase the price by a percentage equivalent to the increase of costs caused by the circumstance and where such increase can be justified by Euro Diagnostica on reasonable commercial grounds. If Euro Diagnostica claims a circumstance as mentioned above, Euro Diagnostica shall make a new order acknowledgement in writing to Purchaser without delay, in which the circumstance must be described thoroughly along with a calculation of the price increase. If such price increase is not acceptable to Purchaser, Purchaser shall inform Euro Diagnostica in writing within 3 business days of receipt of the new order acknowledgement. If Euro Diagnostica has not received such notification in due time, the new order acknowledgement shall be deemed accepted by Purchaser. 
 
Terms of Payment
Unless otherwise stated in the order acknowledgement or invoice, payment terms are 30 days from date of invoice. 
 
For the avoidance of doubt, title in the Product(s) shall not pass to Purchaser but shall expressly reside with Euro Diagnostica until payment in full of the relevant invoice.
 
Should Purchaser fail to observe the terms of payment, Euro Diagnostica shall – without prejudice to any other right or remedy available to it at equity or law – be entitled to one or more of the following actions: 
 
a) Request Purchaser to return the product to Euro Diagnostica at the cost of Purchaser.
b) Terminate the relevant delivery and any other obligations owed from Euro Diagnostica to Purchaser in relation to the relevant order or otherwise and claim all losses and damages.
c) Charge interest on the amount unpaid at a rate set at two and a half percent (2.5%) per month, or, if lower, the maximum permitted by law, until payment has been made in full.
d) Take a lien over any property of or previously held on behalf of Purchaser and that is otherwise under the physical control of Euro Diagnostica. 
 
Terms of Delivery
Unless otherwise stated in the order acknowledgement, terms of delivery shall be EXW (INCOTERMS most recent version), Euro Diagnostica’s facilities, Malmö, Sweden. The Purchaser shall be responsible to supply to Euro Diagnostica, sufficiently in advance in order to enable Euro Diagnostica to make the necessary shipping arrangements, all appropriate information including (a) marking and shipping instructions, (b) import certificates, and (c) documents required to obtain necessary government licenses and any other documents prior to their shipment. If any such instructions, documents or confirmations are not so received or would require unreasonable expenses or delay on its part, then Euro Diagnostica may, at its sole discretion and without prejudice as to any other remedies, delay the time of shipment.
 
Delay in Delivery
If a delay in delivery occurs, Euro Diagnostica shall forthwith give notice to Purchaser of the delay and the reasons thereof. Following such notice, Euro Diagnostica shall be given a reasonable time to remedy such delay. If Euro Diagnostica fails to remedy the delay within such time, the Purchaser shall be entitled to compensation from Euro Diagnostica for all direct losses, damages or costs incurred by the Purchaser due to the delay, however, maximum the total price of the delivery of the Products subject to such delay. No compensation shall be payable if the delay can be documented to be the result of Force Majeure (as defined below). The payment of such compensation shall be Purchaser’s sole and exclusive remedy for any claim for loss or damage attributable to any delay in delivery of the Products. 
 
Non-conformity
Purchaser must notify Euro Diagnostica in writing no later than 5 business days from the date of actual delivery of any non-conformity of the Products with any mutually agreed specifications for and quantities of the Product.
 
Training
Training in use of the Product is only included if explicitly stated in the order or order acknowledgement.
 
Warranty and, Liability and Limitation of Liability 
The Products are intended solely for the use set out in the product specifications available at www.eurodiagnostica.com, applicable from time to time, and Euro Diagnostica shall not be liable for any losses, costs or damages caused by use for any other purpose. Euro Diagnostica warrants that the Product will be supplied in accordance and will conform with the product specifications available at www.eurodiagnostica.com at the time of order acknowledgement, unless otherwise agreed. 
 
THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ARISING UNDER COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE). The liability of Euro Diagnostica under this limited warranty, or otherwise under these General Terms and Conditions, does not apply (i) to any failure of the Product to conform with the product specifications that is attributable to any improper or negligent handling, storage or use by anyone other than an employee of Euro Diagnostica, or (ii) where Purchaser fails to notify Euro Diagnostica of such defect in writing without undue delay upon the Purchaser becoming aware of such non-conformity. In the event of breach of this limited warranty as accepted by Euro Diagnostica or confirmed by an independent expert pursuant to the provisions below, the sole and exclusive liability of Euro Diagnostica shall be, in its sole discretion, to replace the relevant Product at its own expense or to refund any sums previously paid in respect of the same. 
 
In the event of any dispute as to whether any quantity of the relevant Product sold hereunder fails to meet the specifications, such dispute shall be resolved by an independent testing organisation reasonably acceptable to and mutually agreed between the Parties. The decision of the testing organisation shall be final and binding upon the Parties. The costs of such independent testing organisation shall be borne by the Party against whom such dispute is resolved.
 
EURO DIAGNOSTICA SHALL NOT BE LIABLE TO PURCHASER (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)), OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE TO BUSINESS EARNINGS, LOSS OF PROFITS OR GOODWILL, AND WHETHER ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH LOSS, SUFFERED BY PURCHASER AND/OR RELATED WITH AND/OR CONNECTED TO ANY PRODUCT SOLD PURSUANT TO THESE GENERAL TERMS AND CONDITIONS. FURTHER EURO DIAGNOSTICA’S LIABILITY FOR ANY CLAIM FOR LOSS OR DAMAGE UNDER THESE GENERAL TERMS AND CONDITIONS SHALL NOT EXCEED THE SUM OF EUR ONE HUNDRED THOUSAND (€100,000) FOR ANY ONE OCCURRENCE OR IN THE AGGREGATE. 
 
IT IS FULLY ACKNOWLEDGED BY EURO DIAGNOSTICA THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AS STATED HEREIN SHALL NOT BE APPLICABLE IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT ON THE PART OF ANY EMPLOYEE OF EURO DIAGNOSTICA. .
 
Indemnification
Expressly subject to the exclusions and limitations as set out above, Euro Diagnostica shall indemnify Purchaser from any loss, cost, damage or expense (a “Loss”) from any lawsuit, action, claim, demand, assessment or proceeding (a “Claim”) arising or occurring as a result of: 
 
i. product liability claims, including personal injury or property damage proximately caused by Euro Diagnostica’s gross negligence or intentional misconduct,
 
ii. other personal injury or property damage caused by Euro Diagnostica’s gross negligence or intentional misconduct, or 
 
iii. any violation of applicable law, rule or regulation by Euro Diagnostica, in each case except to the extent any portion of such Loss or Claim is attributable to or result from (a) that such Product was altered after it left Euro Diagnostica’s control or (b) the negligence, gross negligence or misconduct of Purchaser, its officers, servants, agents, contractors or subcontractors.  
 
Notwithstanding anything herein to the contrary, Euro Diagnostica shall have no liability with respect to any portion of such Loss or Claim that is attributable to or result from Purchaser's negligent acts or omissions or misconduct or combination, operation or use of the Product with products, data or other materials not provided by Euro Diagnostica.
 
Intellectual Property Rights
Unless otherwise expressly agreed, Euro Diagnostica (or such party from which Euro Diagnostica has a license in respect of the Products or parts thereof) shall retain all intellectual property rights in respect of the Products. The Purchaser undertakes to adhere to any regulations in respect of Euro Diagnostica’s or any third party’s intellectual rights set out at www.eurodiagnostica.com.
 
Cases of Relief (Force Majeure)
All cases of force majeure being any circumstance or set of circumstances outside the reasonable control of a Party and which materially impede a Party from performing its obligations hereunder (“Force Majeure”) and which shall include, but not be restricted to, fire, flood, earthquake, explosion, riot, strike, lockout, terror, war and regulations of any governmental or local authority shall, for the duration of and to the extent of the effects caused by such disturbances, release the Parties from the performance of their contractual obligations hereunder for the duration of such Force Majeure subject that Force Majeure shall not release Purchaser from its payment obligations hereunder for Products received in accordance with these General Terms and Conditions. The Party wishing to claim relief shall notify the other Party in writing without delay on the commencement and on the cessation of such circumstance. 
 
Governing law 
These General Terms and Conditions, and the relationship between Euro Diagnostica and the Purchaser, shall be governed in accordance with the laws of Sweden, without having regard to their conflicts of laws principles. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Malmö, Sweden. The arbitration proceedings shall, if not otherwise agreed, be conducted in the Swedish language if the Purchaser is Swedish and otherwise in the English language. Notwithstanding the above, any action for collection of any payment obligation may be brought in any court with competent jurisdiction.