1. General
By placing an order with EvodiaBio ApS (herein: “EvodiaBio”), you (herein: the “Customer”) agree to the following General Terms and Conditions (herein: “T&C”).
These T&C supersede all other agreements and understandings (including, but not limited to, any terms or conditions which may be included in Customer’s purchase order, order confirmation, or similar document), whether written or oral, between the parties with respect to the purchase and delivery.
Any variation to these T&C (including any special terms and conditions agreed between the parties such as discounts) shall be inapplicable unless explicitly agreed to in writing by EvodiaBio (e.g. by any special terms appearing from our standard sales agreement or order confirmation).
Any advice, recommendation or representation given by EvodiaBio or its representatives to the Customer as to the storage, application or use of the Product(s), or otherwise, which is not confirmed in writing by EvodiaBio is followed or acted upon entirely at the Customer’s own risk. Accordingly, EvodiaBio shall not be liable for any such advice, recommendation or representation which is not so confirmed in writing.
2. Orders
Ordering of Yops® (herein: “the Product”) shall be made in writing to EvodiaBio, for example, by filling in and sending the attached template via email.
The following information shall, at a minimum, be stated in each order:
- The Customer’s name and, in the event of a new Customer, the company registration number;
- Invoice address and delivery address;
- Indication of the quantity ordered per Product reference.
The order is only binding once confirmed in writing by EvodiaBio. Upon order confirmation, an expected shipping date will be advised.
3. Prices and Payment
All prices quoted by EvodiaBio are valid until the date provided in the quote (or, if none is provided, for fourteen (14) calendar days).
All prices are listed in EUR and exclude shipping and any bank and transfer charges, which must be borne by the Customer.
Prices are exclusive of value added tax, sales tax, or any similar tax (if any) properly chargeable in any relevant jurisdiction (herein: “VAT”) and, unless otherwise quoted, exclusive of any tariffs, import and export duties, fees (including shipping and handling), and similar.
VAT will be added according to applicable laws. If goods are transported by the Customer or their appointed carrier, EvodiaBio requires confirmation of arrival for EU deliveries and proof of export for non-EU deliveries for VAT declaration purposes.
Payment must be received by EvodiaBio prior to the pickup or shipment of the order and in any event within thirty (30) calendar days following the date of invoice.
EvodiaBio shall be entitled to charge interest on overdue payments from the date when payment becomes due in the amount of 2% for each month or fraction thereof following the date of payment.
4. Delivery
Except as otherwise agreed in writing, Products are delivered Ex Works (EXW), Incoterms® 2020, at EvodiaBio’s production facility in Rødovre, Denmark.
Unless otherwise agreed in writing, delivery of the Product(s) shall take place on the date specified by EvodiaBio. The Customer shall make all arrangements necessary to take delivery of the Product(s) whenever they are tendered for delivery.
The date of delivery specified by EvodiaBio is an estimate only. Time for delivery shall not be of the essence of the contract and, while every reasonable effort will be made to comply with such delivery dates, compliance is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any stated delivery date.
5. Failure to Take Delivery
If the Customer fails to take delivery of the Product(s) or fails to give adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Customer’s reasonable control or by reason of EvodiaBio’s fault), then, without prejudice to any other right or remedy available to EvodiaBio, EvodiaBio may:
- store the Product(s) until actual delivery and charge the Customer for the reasonable costs (including insurance) of storage; or
- sell the Product(s) at the best price readily obtainable and (after deducting all reasonable storage and expenses) account to the Customer for the excess over the price under the agreement or charge the Customer for any shortfall below the price under the agreement.
6. Warranty and Claims
EvodiaBio warrants that, as of delivery, the Product(s) shall conform in all material respects with their product datasheet and be free from material defects in design, material, and workmanship. A deviation in quantity is possible in individual cases of up to five percent (5%) of the net weight of the Product and shall not by itself be deemed a non-conformance.
Promptly upon receipt of the Product(s), the Customer shall make reasonable inspection of the Product(s) for completeness, visible defects, and any damages.
The Customer must give written notice of any non-conformance in the Product(s) within three (3) business days after such non-conformance is discovered or ought to have been discovered, providing photos if possible.
If the Product(s) are found to be non-conforming and timely notice thereof is given by the Customer, EvodiaBio will, at its reasonable discretion, either provide a replacement or a refund.
This warranty shall not apply to any alleged non-conformance or other defect that results from damage, physical abuse, vandalism, misuse, inappropriate storage or transportation, alterations, modifications, additions, or repairs made without EvodiaBio’s prior consent, exposure to water or corrosive liquids or other substances, exposure to excessive heat, or use other than as intended by EvodiaBio.
This Section sets forth the Customer’s sole and exclusive remedies for any non-conformance in the Product(s). Except as stated in this Section, EvodiaBio does not make any express or implied warranty as to the Products.
7. Liability
In no event shall EvodiaBio be liable for any special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of business, business interruption, or any other commercial damages or losses, arising out of or related to the late delivery or the use or inability to use the Product(s), however caused, regardless of the theory of liability (contract, tort or otherwise) and even if EvodiaBio has been advised of the possibility of such damages.
EvodiaBio shall not be liable to the Customer or be deemed to be in breach of the agreement for the Product(s) by reason of any delay in performing, or any failure to perform, any of EvodiaBio’s obligations in relation to the Product(s) if the delay or failure was due to any cause beyond EvodiaBio’s reasonable control. Without prejudice to the generality of the foregoing, such causes include:
- act of God, explosion, flood, tempest, fire or accident;
- war or threat of war, sabotage, insurrection, civil disturbance, or requisition;
- acts, restrictions, regulations, prohibitions, or measures by any governmental or local authority;
- import or export regulations or embargoes;
- strikes, lock-outs, or other industrial actions or trade disputes;
- difficulties in obtaining raw materials, labor, fuel, parts, or machinery; or
- power failure or breakdown in machinery.
EvodiaBio’s total cumulative liability to the Customer, including for direct damages and any indemnification obligation (whether arising from breach of contract, negligence, or otherwise), shall not exceed the sum paid or payable to EvodiaBio by the Customer under the agreement for the Product(s) that are the subject of and directly affected by such claim.
8. Product Liability
EvodiaBio carries industry standard product liability insurance.
If any third party should claim damages from the Customer based on allegations of product liability in relation to the Product(s), the Customer must notify EvodiaBio thereof immediately in writing.
The Customer shall accept to be sued at the court or other venue that tries any product liability case against EvodiaBio arising out of or related to Product(s) sold to the Customer under the agreement for the Product(s).
For the sake of clarity, EvodiaBio will have no liability and the Customer shall indemnify EvodiaBio for product liability if and to the extent that a claim of product liability is based on or caused by:
- a product modification made by the Customer or a third party;
- use of the Product(s) in combination with other products not made or sourced by EvodiaBio;
- Product(s) made to specifications not provided by EvodiaBio; or
- improper use, maintenance, storage, or servicing of the Product(s) by the Customer or a third party.
THE PRODUCT(S) ARE NOT MADE, INTENDED, OR AUTHORIZED FOR USE IN ANY TYPE OF APPLICATION OR ACTIVITY IN WHICH FAILURE OF THE PRODUCT(S) COULD RESULT IN PERSONAL INJURY OR DEATH (E.G. MEDICAL TREATMENTS).
If the Customer makes such unauthorized use of the Product(s), the Customer shall indemnify and hold harmless EvodiaBio and its officers, employees, subsidiaries, and affiliates against all claims, costs, damages, expenses, and reasonable attorney fees arising out of any claim, including product liability claims, associated with such unauthorized use.
The Customer is solely responsible for determining the proper application and use of the Product(s) in compliance with applicable laws, rules, and regulations.
For the sake of clarity, and to the extent permitted under applicable law, EvodiaBio’s product liability is subject to the same limitations as set out in Section 7 (Liability).
9. Intellectual Property and Restrictions
EvodiaBio retains title and ownership to any and all intellectual property rights (whether registered or not) in the Product(s) (including, but not limited to, rights in trade secrets and other confidential information, rights in inventions, patent rights, and trademarks), except that the Customer may use the Product(s) for their intended purpose.
Except as expressly agreed by the parties in writing, the Customer shall not:
- alter, enhance, re-compound, or otherwise modify the Product(s) (including their packaging) or any related intellectual property;
- disassemble, decompile, or reverse engineer any of the Product(s) or intellectual property;
- resell, market, distribute, sublicense, or transfer the Product(s) and/or intellectual property rights (including trade secrets and confidential information) or any derivatives thereof to any third party; or
- use any trademarks or similar marks of EvodiaBio for marketing, sales, or any other commercial purpose.
10. Confidentiality
Unless the parties have entered, or later enter into, a non-disclosure agreement or similar applying to the agreement for the Product(s), the following shall apply:
From time to time, EvodiaBio and the Customer may disclose to each other confidential and proprietary information relating to the Product(s):
- information clearly marked as confidential or proprietary; or
- information that would reasonably be understood as confidential under the circumstances.
Such confidential information shall not include information which:
- is or becomes publicly available without breach of this Section;
- is approved for release by the disclosing party;
- is lawfully obtained from a third party without a duty of confidentiality;
- was already known to the receiving party prior to disclosure;
- is independently developed without use of the confidential information; or
- is required to be disclosed under applicable law or stock exchange rules.
The receiving party shall:
- not disclose confidential information to any third party;
- only disclose it to relevant personnel bound by similar confidentiality obligations;
- not reverse engineer, decompile, or disassemble any confidential information;
- protect the information with at least reasonable care;
- only use the information for its intended purpose; and
- promptly notify the disclosing party of any unauthorized use or disclosure and take reasonable steps to mitigate it.
11. Governing Law and Venue
The agreement for the Product(s) and these T&C shall be governed by the UNIDROIT Principles of International Commercial Contracts (2016) and, with respect to issues not covered by such Principles, by the laws of Denmark.
In the event of any dispute, controversy, or claim arising out of or in connection with the agreement for the Product(s) and/or these T&C, the parties shall attempt in good faith to resolve such dispute promptly by negotiation between executives who have authority to settle such disputes.
If the parties fail to resolve such dispute within ninety (90) days through negotiation, the dispute shall be finally settled by arbitration administered by the SCC Arbitration Institute under the following terms:
- Where the amount in dispute does not exceed EUR 100,000: the Rules for Expedited Arbitrations shall apply.
- Where the amount in dispute exceeds EUR 100,000: the Arbitration Rules shall apply.
- Where the amount in dispute exceeds EUR 100,000 but does not exceed EUR 1,000,000: the tribunal shall consist of a sole arbitrator.
- Where the amount in dispute exceeds EUR 1,000,000: the tribunal shall consist of three arbitrators.
The seat of arbitration shall be Copenhagen, Denmark.
The language of the arbitral proceedings shall be English.
The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration.
12. International Relations
Notwithstanding any other restrictions in these T&C, the Customer shall comply with all applicable laws, rules, and regulations governing the export, import, re-export, or re-import of the Product(s) or any work deriving from the use of the Product(s), and shall obtain all necessary licenses, permits, and similar.
The Customer will, if reasonably requested by EvodiaBio, provide all necessary or appropriate assistance and information to allow EvodiaBio to comply with all export and import controls, including information regarding the end use of the Product(s).
The Customer will notify EvodiaBio of the requirements of any applicable legislation or regulations requiring action on the part of EvodiaBio, including the payment of any duties or similar in connection with the Product(s).
EvodiaBio may restrict the sale of Product(s) within specific geographic regions due to contractual arrangements or governmental restrictions.
The Customer is responsible, at its own expense, for ensuring that EvodiaBio’s Product(s) comply with the national legislation of the country or countries in which the Customer markets or uses the Product(s).
13. Miscellaneous
Privacy and Data Protection. With regard to data processed in connection with Customer orders, EvodiaBio’s privacy and data protection notice applies and is available at https://evodiabio.com/privacy-policy/.
Validity. If any provision of these T&C is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining provisions remain in full force and effect.
Non-Waiver. Failure by EvodiaBio to enforce compliance with these T&C, or any delay in doing so, shall not be considered a waiver of its rights or a tacit amendment of these terms, and shall not prevent enforcement at a later stage.
Assignment. The agreement for the Product(s) is not assignable, transferable, or sublicensable by the Customer without EvodiaBio’s prior written consent.
Notices. All notices under the agreement and these T&C must be in writing and will be deemed duly given:
– when received, if personally delivered;
– when receipt is electronically confirmed, if sent by fax or email;
– the next day, if sent via recognized overnight delivery service;
– upon receipt, if sent by certified or registered mail.
Survival. All provisions which by their nature should survive termination shall survive, including accrued payment rights, warranty disclaimers, limitations of liability, and governing law and venue.
14. Amendments
EvodiaBio reserves the right to amend these T&C at any time.
For any questions or further information, you are welcome to contact us at info@evodiabio.com.
