Terms and Conditions of Sale and Delivery
Sales and Delivery Terms, also referred to as Terms and Conditions, for IVUS Medical ApS.
1. Scope of Application
1.1 Application: The following terms and conditions of sale and delivery (“the Terms”) apply to the sale and/or delivery of products and/or services (hereinafter referred to as the “product(s) or service(s)”) from IVUS Medical ApS, CVR No. 44740087 (hereinafter referred to as “IVUS Medical”), to business customers, organizations, and public authorities (hereinafter referred to as the “Buyer”) registered with a valid CVR number.
The Terms apply unless otherwise agreed in writing between the Buyer and IVUS Medical.
2. Contractual Basis
2.1 Contractual Basis: These Terms, together with IVUS Medical’s offers and order confirmations, constitute the entire contractual basis governing IVUS Medical’s sale and delivery of products and related services to the Buyer (“the Contractual Basis”).
The Buyer’s purchasing terms printed on orders or otherwise communicated to IVUS Medical do not form part of the Contractual Basis.
2.2 Amendments and Supplements: Amendments to and supplements of the Contractual Basis are only valid if agreed in writing by both IVUS Medical and the Buyer.
3. Products and Services
3.1 Products: Products sold and delivered by IVUS Medical to the Buyer are new and comply with Danish legislation at the time of delivery.
3.2 Services: Related services sold and delivered by IVUS Medical in connection with the sale and delivery of products are performed properly and comply with Danish legislation at the time of delivery.
3.3 Limitation of Liability: Products and related services sold and delivered by IVUS Medical are intended for laboratory use or IVUS Medical diagnostics and for use within Denmark.
Regardless of any conflicting terms in the Contractual Basis, IVUS Medical shall in no event be liable for loss or damage attributable to use for other purposes or use outside Denmark.
The Buyer shall indemnify IVUS Medical to the extent that IVUS Medical incurs liability for such loss or damage.
4. Prices and Payment
4.1 Prices: All prices are stated in Danish kroner (DKK) excluding VAT.
4.2 Applicable Price List: Prices for products and related services follow IVUS Medical’s applicable price list at the time IVUS Medical confirms the Buyer’s order, unless otherwise agreed in writing.
4.3 Payment: The Buyer must pay all invoices for products or related services no later than net 8 days from delivery, unless otherwise agreed in writing.
5. Late Payment
5.1 Interest: If the Buyer fails to pay an invoice on time for reasons beyond IVUS Medical’s control, IVUS Medical is entitled to interest on the overdue amount at a rate of 2% per commenced month from the due date until payment is made.
5.2 Termination: If the Buyer fails to pay a due invoice within 14 days after receiving a written payment demand from IVUS Medical, IVUS Medical is entitled, in addition to interest pursuant to clause 5.1, to:
(i) terminate the sale of the products and/or related services affected by the delay,
(ii) terminate the sale of products and/or related services not yet delivered or require prepayment, and/or
(iii) exercise other remedies for breach of contract.
5.3 Retention of Title: The Buyer is not entitled to withhold payment due to any counterclaims not acknowledged in writing by IVUS Medical.
Ownership of the delivered goods remains with IVUS Medical until full payment, including interest, has been made.
6. Offers, Orders, and Order Confirmations
6.1 Offers: IVUS Medical’s offers are valid for a maximum of 30 days from the date of the offer, unless otherwise stated. Acceptance received after the expiry of the acceptance period is not binding on IVUS Medical unless otherwise notified.
6.2 Orders: The Buyer must be registered as a customer in IVUS Medical’s customer register in order to place an order.
6.3 Customer-Relevant Information: Upon registration, the Buyer consents to IVUS Medical sending relevant information such as tips, offers, news, and activities. This is primarily done digitally via newsletters and e-catalogues sent to the email address provided.
The Buyer may unsubscribe at any time via the newsletter, the website, or by contacting customer service.
6.4 Reservation of Rights: All information regarding products, services, prices, etc. on IVUS Medical’s website, sales materials, and catalogues is considered an invitation to trade and is therefore not binding. IVUS Medical reserves the right to errors, backorders, price and printing errors, image discrepancies, and changes in VAT and duties.
6.5 Order Confirmations: IVUS Medical aims to send written confirmation or rejection of an order within five (5) business days of receipt.
An order is final when confirmed by IVUS Medical. Cancellation can only take place by agreement and subject to payment of costs incurred by IVUS Medical and its suppliers.
6.6 Order Changes: Orders may not be changed without IVUS Medical’s written consent. IVUS Medical will make reasonable efforts to accommodate change requests before the order is transferred to packing and delivery.
6.7 Conflicting Terms: If the order confirmation does not correspond with the Buyer’s order or the Contractual Basis, and the Buyer does not wish to accept the discrepancies, the Buyer must notify IVUS Medical in writing within three (3) business days. Otherwise, the Buyer is bound by the order confirmation.
7. Delivery
7.1 Delivery Terms: Deliveries include only what is stated in the order confirmation. Orders placed with suppliers cannot be cancelled unless accepted by the supplier.
7.2 Specially manufactured products cannot be returned.
7.3 Force majeure events such as import restrictions, strikes, lockouts, material shortages, or other circumstances beyond IVUS Medical’s control apply. IVUS Medical shall notify the Buyer as soon as possible.
7.4 Delivery Method: Delivery is EXW (Ex Works) Incoterms® 2020 unless otherwise agreed in writing.
7.5 Delivery Charges: An order handling fee of DKK 250 applies to orders under DKK 2,000 unless otherwise agreed.
7.6 Transfer of Risk: Risk passes upon handover to the carrier selected by IVUS Medical.
7.7 Delivery Time: Delivery times are estimates and depend on order size and nature. IVUS Medical reserves the right to deliver earlier unless otherwise agreed.
8. Delayed Delivery
8.1 Notification: IVUS Medical will inform the Buyer of delays and provide a revised delivery estimate.
8.2 Termination: If delivery is delayed by more than 14 days and not completed within an additional reasonable period of at least 14 days, the Buyer may terminate the affected order(s). No other remedies apply.
9. Warranty
9.1 Warranty: IVUS Medical will replace products if defects caused by material faults are identified within 12 months from the invoice date, provided the defect is not due to improper maintenance or misuse.
Technical advice is given without charge and followed at the Buyer’s own risk.
9.2 Exclusions: The warranty does not cover defects caused by improper storage or use contrary to instructions or normal practice.
10. Defects and Complaints
10.1 Notification: Defects must be reported in writing without delay. Failure to do so forfeits the right to claim.
10.2 Limitation: No compensation is provided for consequential losses. Only defective or incorrectly delivered components will be replaced.
10.3 Inspection: The Buyer must return defective parts upon request. Transport to IVUS Medical is at the Buyer’s risk and expense. Return transport is covered by IVUS Medical if covered by warranty.
10.4 Remedy: IVUS Medical will remedy defects within a reasonable time after confirmation.
10.5 Termination: If defects are not remedied within 40 days, the Buyer may terminate the affected order(s). No further rights apply.
11. Returns / Cancellation
11.1 Returns require prior agreement and are subject to a 15% fee (minimum DKK 750 excl. VAT).
11.2 Non-returnable products include:
- Non-resalable products
- Reagents, sterile, or controlled products
- Specially sourced products
- Products with limited shelf life
- Discontinued items
11.3 Returns are at the Buyer’s risk and expense.
11.4 Non-stock orders cannot be cancelled.
11.5 All cancellations require IVUS Medical’s approval.
12. Use and Liability
12.1 Use: The Buyer is responsible for using products according to manufacturer specifications.
12.2 Liability: Each party is responsible for its own actions. IVUS Medical is not liable for misuse.
12.3 Compliance: Buyers using products for pharmaceutical, cosmetic, or similar purposes are responsible for regulatory compliance.
12.4 Product Liability: IVUS Medical’s liability applies only to the extent required by mandatory law.
12.5 Limitation of Liability: IVUS Medical’s total annual liability shall not exceed 100% of the net invoiced amount from the previous calendar year, except in cases of gross negligence or intent.
12.6 Indirect Loss: IVUS Medical is not liable for indirect losses unless caused intentionally or by gross negligence.
12.7 Force Majeure: IVUS Medical is not liable for failure caused by force majeure, including pandemics, war, natural disasters, fire, flooding, vandalism, or labor disputes.
13. Intellectual Property Rights
13.1 Ownership: All intellectual property rights belong to IVUS Medical or its suppliers.
13.2 Technical Data: Technical data is only binding if explicitly agreed in writing.
14. Confidentiality
14.1 Use and Disclosure: Confidential information must not be disclosed or misused.
14.2 Protection: The Buyer must safeguard confidential information appropriately.
14.3 Duration: Confidentiality obligations apply indefinitely.
15. Processing of Personal Data
15.1 Processing: Personal data is processed in accordance with GDPR.
15.2 Storage and Disclosure: Data is stored only as long as necessary and not shared without consent.
15.3 Contact: Requests regarding personal data can be sent to info@ivus.dk.
16. Governing Law and Venue
16.1 Governing Law: All transactions are governed by Danish law.
16.2 Venue: Any disputes shall be settled by Danish courts.
Note: IVUS Medical reserves the right to amend these Terms at any time without prior notice.
April 8, 2025
Kim Bidsted, CEO