Terms of service
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. SCOPE
The following General Terms and Conditions of Sale and Delivery shall apply to all services and deliveries from Magle Biopolymers A/S (hereafter referred to as “Magle Biopolymers”).
2. PRICE AND PAYMENT
Sale of Product(s) is made according to the applicable price schedule or other price quotations confirmed by Magle Biopolymers.
The Customer shall make payments in full at the time of ordering the Product(s) at Magle Biopolymer’s shop.
In the event, the Customer is expected to pay the price upon receipt of the invoice from Magle Biopolymers, such payments shall be made within 30 days of the Invoice. Any late payments will be subject to penalty interest accrued at the rate of 8% per annum above the official rate fixed by Denmark’s National Bank.
3. WARRANTIES
Magle Biopolymers hereby represents and warrants that Product(s) shall meet the specifications as provided on the webpage.
Magle Biopolymers does not make any additional warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or uninterrupted supply of Product(s). Magle Biopolymers does not warrant that the Product(s) will be suitable for any application beyond the agreed specifications.
4. DELIVERY CONDITIONS
Delivery Time
The delivery time for each product is confirmed and stated in the order confirmation letter generated by Magle Biopolymers and received by the Customer upon completing the purchase at the web shop. Magle shall deliver the Product(s) in accordance with the agreed delivery date specified in the order confirmation letter.
Magle Biopolymers shall incur no liability for any claims as a consequence of delays in delivery unless otherwise agreed in writing. The delivery time stated will in events beyond Magle Biopolymer’s reasonable control, including without limitation events caused by force majeure, strikes, lockouts, war, mobilizations, sanctions, export and import restrictions and limitations, disease outbreaks, inability to secure deliveries from suppliers, etc, be deferrable by a number of days corresponding to the duration of the set-back.
Place of Delivery and Dispatch
Unless otherwise agreed delivery and transfer of risk shall take place CIP cf. Incoterms 2020.
Deliveries shall be made to the location(s) specified by the Customer, and Magle shall ensure that all Product(s) are properly packaged, labelled, and stored to prevent damage during transit.
5. QUANTITY OF DELIVERY
Immediately on delivery the Customer shall examine whether the measure, weights and quantity of the Product(s) are in accordance with the delivery notes. Any claims regarding measure, weight or quantity of delivery are to be made in writing right after completion of the examination.
6. DEFECTS
Immediately on delivery, the Customer shall examine whether the goods are in accordance with Magle Biopolymers’ specifications. Any complaints shall be made immediately. With respect to latent defect, the Customer shall have notified Magle Biopolymers immediately on discovery or at the latest 3 months after delivery otherwise the Customer will lose the right to rely on the defect.
Magle Biopolymers’ obligations shall be limited solely to replacement at no charge to the Customer of the Product(s) which in Magle Biopolymers’ judgment fail to meet Magle Biopolymers’ Product(s) specifications or Magle Biopolymers shall issue a credit note for any such Product(s) to the amount of the original invoice price.
7. LIABILITY AND LIMITATION OF LIABILITY
Magle Biopolymers shall not be liable towards the Customer for any damages and/losses except where the Customer’s loss is caused by proven gross negligence or willful misconduct of Magle Biopolymers.
Magle Biopolymers shall not be liable to the Customer for any indirect, incidental, punitive, or consequential damages, including but not limited to loss of profits, loss of business, loss of goodwill, or reputational harm. The total cumulative liability of Magle Biopolymers shall not exceed the total value of the Product(s) purchased by the Customer from Magle Biopolymers for the past 12 months period.
Magle Biopolymers is not liable for personal, or material damage caused to the Customer or the Customer’s property by the product delivered. If such damage is caused to third parties or third parties’ property, Magle Biopolymers is only liable in accordance with the rules under the Danish Product Liability Act.
8. PRODUCT LIABILITY
The Customer assumes complete and exclusive responsibility for any use or disposition by it of the Product(s) and shall indemnify and hold Magle Biopolymers harmless against any claim which may be brought against Magle Biopolymers by any third Parties (including employees of the Customer) which may arise directly or indirectly out of any such use or disposition (including but not limited to intellectual property infringement claims and claims or suits arising out of injuries to persons and/or damage to property). This undertaking by the Customer shall not apply if and to the extent the third-party claim brought against Magle relates to or is the result of product failing to meet Magle Biopolymers’ specifications.
9. DISPUTES AND APPLICABLE LAW
The Agreement shall be governed by substantive Danish Law
In case of disputes arising out of this agreement the Parties submit to the competent court in Denmark.
Any disputes arising from the agreement shall be governed by the laws of Denmark.
Any dispute arising out of or in connection with the sale of Product(s) to the Customer, including any disputes regarding the existence, validity or termination, shall be settled amicably.
If settlement cannot be reached, the dispute shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Copenhagen. The language to be used in the arbitral proceedings shall be English.
In the event of a payment default by the Customer, Magle Biopolymers reserves the right to initiate legal proceedings in the Customer’s jurisdiction.