LED VIRUSKILL A/S
2800 Kongens Lyngby - Danmark
Tel: +45 77346261
1.1. These terms and conditions of sale ("Terms") apply to any sale of products ("Product") from LED VirusKill A/S to any Customer ("Customer"). Deviations from the Terms are valid only when expressly agreed in writing between LED VirusKill A/S and the Customer.
1.2. The Terms take precedence over all the Customer's terms and conditions, regardless of whether the Customer has referred or may refer to it in orders, emails, letters, on websites, etc., unless LED VirusKill A/S has expressly accepted such terms and conditions in writing.
1.3. When using the Product, compliance with all legislation, including any regulations pertaining to public law, is the Customer's responsibility.
2. Prices and specifications
2.1. All prices and specifications stated in catalogues, prospectuses, advertisements, illustrations, price lists, etc., are solely intended as a guide, and thus cannot be regarded as guaranteed, unless otherwise expressly stated in the Purchase Agreement.
2.2. LED VirusKill A/S has the right to change the specifications of the Product without notice if this can be done without causing significant inconvenience to the Customer.
2.3. All prices from LED VirusKill A/S are stated in DKK, exclusive of freight, VAT and any other charges or taxes.
3. Conclusion of agreements
3.1. An offer from LED VirusKill A/S is not binding. Thus, LED VirusKill A/S can at any time revoke an offer until a Purchase Agreement has been formed.
3.2. A final agreement ("Purchase Agreement") is not deemed to be formed, until LED VirusKill A/S' acceptance of the Customer's order has been confirmed in writing by the drawing up of a written order confirmation and only on the conditions stated in the order confirmation.
3.3. The Customer's objections, if any, to the contents of the order confirmation must be made in writing and received by LED VirusKill A/S not later than 5 days after the date of the order confirmation. Unless the Customer gives such notice, the order confirmation will be deemed to have been accepted by Customer.
3.4. All orders made by the Customer, including oral orders, are irrevocable until either a Purchase Agreement has been formed or LED VirusKill A/S has rejected the order. This applies irrespective of when delivery of the Product is to be made.
3.5. LED VirusKill A/S is free to choose whether it wants to accept or reject an order. An order may only be cancelled or changed upon LED VirusKill A/S' written approval.
4. Place of delivery
4.1. The place of delivery is Ex Works (Incoterms 2020) LED VirusKill A/S' address in Denmark. Notwithstanding anything to the contrary in the Terms, delivery (whether Ex Works (Incoterms 2020) or in any other way) will not take place until LED VirusKill A/S has registered the Customer's payment of the relevant invoice.
4.2. LED VirusKill A/S may, at its own transportation method option and for the Customer's account and risk, forward the Product to a recipient's address selected by the Customer, if the Customer so requests.
5. Terms of payment
5.1. An invoice for a Purchase Agreement will be issued when such Purchase Agreement has been formed. The terms of payment are net cash 14 days from the date of invoice, and in any case no later than the date of delivery. Any later payment will be regarded as overdue. LED VirusKill A/S will have the right to suspend delivery of a Product until the Customer's payment of the relevant invoice has been registered by LED VirusKill A/S.
5.2. If a Product is in backorder, such Product will be invoiced no later than 5 workdays prior to the expected delivery of such Product.
5.3. In the event of overdue payment, LED VirusKill A/S will have the right to charge default interest at a rate of 2 % per month or fraction of a month.
5.4. Payment by set-off can only be made with LED VirusKill A/S' express and written consent.
5.5. Money orders, cheques and bills of exchange will not be regarded as payment until they have been discharged in full.
6.1. The Customer will not have the right to cancel or return a Product, unless expressly agreed with LED VirusKill A/S in writing. LED VirusKill A/S will have the right to charge a cancellation fee in this connection.
7. Time for performance
7.1. A delivery period stipulated in the Purchase Agreement begins to run as from the following times, whichever is the later:
· The day when the Purchase Agreement is formed, cf. clause 3.1.
· The day when LED VirusKill A/S receives an agreed guarantee or payment which must be made prior to delivery.
· The day when LED VirusKill A/S has received from the Customer all the information required for the performance of the delivery.
7.2. If LED VirusKill A/S' delivery is delayed due to the circumstances of the Customer, LED VirusKill A/S may fix a new time-limit on its own.
8.1. In the event of a delay in delivery due to LED VirusKill A/S' negligence, the Customer will have the right demand delivery by written notification to LED VirusKill A/S and to fix a reasonable and final time-limit of minimum 30 days.
8.2. If delivery has not been made within the time-limit fixed by the Customer pursuant to clause 8.1, possibly adjusted pursuant to clause 7.2, the Customer may terminate the Purchase Agreement for the part that is not delivered within such reasonable and final time-limit by written notification to LED VirusKill A/S.
8.3. With the exception of the right to terminate the Purchase Agreement pursuant to clause 8.2, the Customer is excluded from applying any other general remedies as a result of LED VirusKill A/S' delay, which means that the Customer in no event will have the right to claim compensation for any direct or indirect loss, including operating loss, loss of profits and other financial consequential losses caused by delay. Nor will the Customer have the right to terminate previous or subsequent Purchase Agreements in the event of delayed delivery. This limitation of LED VirusKill A/S' liability does not apply if the delay is due to LED VirusKill A/S' gross negligence.
9. Duty of inspection
9.1. Immediately upon receipt, the Customer must carefully inspect the Product in order to make sure that the Product delivered are free of defects in terms of both quality and quantity.
10. Notice of defect
10.1. Notice of defects that have been or should have been discovered by the Customer upon receipt of a delivery, cf. clause 9.1, must be submitted in writing within 7 days of delivery; LED VirusKill A/S cannot be held responsible for the defect after that time.
10.2. Any notices of defect, objections, etc., must be submitted in writing immediately after the defect has been or should have been discovered. In the absence of a timely notice of defect, the Customer will forfeit its right to advance claims in respect of the defect. In any case, LED VirusKill A/S' liability for defects will lapse 6 months after the time of delivery.
10.3. If the Customer wrongfully notifies LED VirusKill A/S of a defect, LED VirusKill A/S will have the right to invoice any costs incurred by LED VirusKill A/S as a result of the Customer's wrongful notice.
11.1. If any defects are documented, for which LED VirusKill A/S may be held responsible, cf. clause 10 and this clause 11, LED VirusKill A/S will have the right, at LED VirusKill A/S' discretion, to either remedy the defect or deliver a substitute product in replacement.
11.2. LED VirusKill A/S will, within a reasonable time after receiving a notice of defect in accordance with clauses 10.1and 10.2, make a written statement regarding its decision under clause 11.1. If LED VirusKill A/S fails to fulfil its obligations pursuant to clause 11.1 within 30 days of submitting its written statement to the Customer, the Customer shall give LED VirusKill A/S a final respite of minimum 15 days to remedy the defect. If LED VirusKill A/S' obligation has not been fulfilled before the expiration of this respite, the Customer may terminate the Purchase Agreement, if the defect is material, and claim compensation for its loss, but not more than 10 % of the agreed purchase price agreed. If the defect is not material, the Customer will have the right to claim a proportionate price reduction, but not more than 10 % of the purchase price agreed.
11.3. LED VirusKill A/S' liability only includes defects occurring during proper use of the Product. The liability does not include defects that are due to causes arising after the risk has passed to the Customer, including, but not limited to,
(i) defects that are due to insufficient maintenance, overloading or incorrect installation or use by the Customer;
(ii) defects that are due to changes or other interventions made in the Product without LED VirusKill A/S' written consent;
(iii) defects that are due to incorrect repairments of the Product;
(iv) ordinary wear and tear.
11.4. LED VirusKill A/S cannot be held responsible for defects caused by materials provided by the Customer, or designs prescribed or specified by the Customer.
11.5. LED VirusKill A/S is not liable for any defects other than what is stipulated in clause 10 and this clause 11. LED VirusKill A/S will in no event be liable for indirect loss caused by a defect in the Product, including any operating loss, loss of profits and other financial consequential losses. This limitation of LED VirusKill A/S' liability does not apply if LED VirusKill A/S has been grossly negligent.
12. Product liability
12.1. LED VirusKill A/S will only be liable for personal injury caused by the products delivered if it is documented that the injury is caused by the negligence of LED VirusKill A/S. Lack of strict non-compliance with any instructions or manuals regarding the use, maintenance and/or general handling of the Product will in any case be deemed contributory negligence of the Customer. LED VirusKill A/S' total liability cannot exceed an amount of DKK 750,000.00.
12.2. LED VirusKill A/S will not be liable for any damage to property caused by the Product, which occurs while the Product is in the Customer's possession. LED VirusKill A/S is neither liable for any damage caused by the Product on products made by the Customer, to products in which the Product is incorporated, or to Products on which the Product is applied, or for damage caused by the Customer's products in which the Product is installed or to which the Product otherwise is connected.
12.3. LED VirusKill A/S will in no event be liable for any indirect loss, including operating loss, loss of profits or other financial consequential loss.
12.4. Compensation for product liability cannot be claimed from LED VirusKill A/S in relation to a Product if more than 5 years have passed since the Product was delivered.
12.5. If LED VirusKill A/S incurs product liability in respect of a third party, the Customer is obliged to indemnify LED VirusKill A/S to the same extent as LED VirusKill A/S' liability in respect of the Customer is limited by the provisions stipulated in clauses 12.1-12.4.
13. Force majeure
13.1. LED VirusKill A/S cannot be held liable for non-fulfilment of its obligations if they are prevented or made unreasonably burdensome as a result of any event or circumstance beyond LED VirusKill A/S' control, such as fire, war, epidemics, pandemics, quarantine restrictions, natural disasters, martial law, seizure, strike, industrial action, blockade, lockout, currency restrictions, import/export restrictions, shortage of means of transport or transport accidents, defective or delayed deliveries from sub-suppliers, prevented supply/delivery of raw materials, intermediary products or any other delivery of satisfactory quality.
13.2. In the event of force majeure as mentioned in clause 13.1, LED VirusKill A/S will have the right, free from liability, to defer its obligations, or – if the agreed date of delivery is exceeded by more than 90 days – to terminate the contract by written notification to the Customer.
14. Confidentiality and intellectual rights
14.1. All drawings and other technical documents relating to the Product, which have been disclosed by LED VirusKill A/S to the Customer, belong to LED VirusKill A/S. The Customer will not have the right to disclose any technical or business-related information or documents to a third party, unless LED VirusKill A/S has given express and written consent to such disclosure.
14.2. The Customer does not obtain any rights in the form of licenses, patents, copyrights, trademarks or other intellectual property rights to the Product.
15. Transfer of rights
15.1. LED VirusKill A/S has the right to transfer all rights and obligations under the Purchase Agreement to a third party. The Customer has the right to transfer all rights under the Purchase Agreement to a third party, however the Customer may only transfer its obligations under the Purchase Agreement to a third party upon LED VirusKill A/S' express and written acceptance.
16. Applicable law and venue
16.1. Any dispute between LED VirusKill A/S and the Customer arising out of or in connection with the Terms or the Purchase Agreement must be settled according to Danish law, but excluding the rules of CISG, at the Maritime and Commercial Court in Copenhagen or – at LED VirusKill A/S' discretion – at the Customer's venue.