Standard Terms for Sales Agreement
Our terms are inspired by the business standard, IAMERS, to allow our customers a swift and easy contract and handling of the order and relation.
LBN Medical Sales Terms
TERMS AND CONDITIONS – SALES CONFIRMATIONS
The reason for this specific contract is the nature of our business, which is dealing with used imaging equipment, where LBN Medical is not in control of equipment’s availability, unless it is in stock, and the fact that equipment is limited and therefore nothing is secured unless the down payment and contract terms are followed 100 %. Dealing worldwide has many cultural, legal and financial challenges, so any need for elaboration or explanation please talk to the sales person involved.
1.1. The Parties: Seller:
LBN Medical A/S
CVR-no. 27 09 82 90 (hereinafter named as “LBN“)
As stated in the Sales Confirmation (hereinafter named as “The Buyer”)
1.2. Scope of the delivery
The sales object can be both Equipment, products and services (hereinafter named as “The Delivery”). In order to be part of The Delivery it must be described in the Sales Confirmation and will then be subject to these terms and conditions.
1.3. The sole description of The Delivery
The description of The Delivery is based solely on the Sales Confirmation made by LBN and any annexes specifically referred to from the Sales Confirmation. No other material or documentation has any validity as a part of the agreement between the buyer and LBN. 2
1.4. Sale “AS IS”
The Delivery is sold “AS IS”. Accordingly, LBN encourages Buyer to conduct a complete and thorough inspection, tests and appraisal of any product or equipment prior to the legal handover according to the delivery terms in the Sales Confirmation. The Buyer shall make all necessary arrangements and carry any related costs for any such efforts.
1.5 LBN Refurbished Equipment If The Delivery consists of LBN Refurbished Equipment and is sold with any kind of Warranty, this Warranty covers change of defect parts that causes the system to be not functional. Accordingly the Warranty is not covering any form of labor or transport cost. The Buyer will return the defect part and pay for the shipment hereof. After receiving the defect part LBN will ship a replacement part and pay for the delivery hereof. Furthermore In order for the Warranty to be applicable it is important that The Buyer has observed paragraph 5.2 below in these terms & conditions and that any change of parts or other modification of the system after installation is performed by persons trained by the relevant OEM.
1.6 Intended use of product and legislation
The Buyer is responsible for keeping informed about the intended use of the product and for not being in conflict with any relevant legislation related to the use of the product.
2.0. RESERVATION OF EQUIPMENT
2.1. Any equipment which is part of The Delivery can only be confirmed reserved upon LBNs receipt of any down payment agreed as part of the payment terms in the Sales Confirmation.
3.1. All prices are given in the currency stated on the Sales Confirmation and are exclusive of taxes, VAT and other charges. All prices given are based on the acceptance of the complete offer. Any additional such as required technical assistance, consultancy etc. costs are charged separately.
4.0. PAYMENT AND TRANSFER OF RIGHTS TO THE DELIVERY
4.1. The agreed down payment must be received by LBN two days (48 hours) after undersigning/acceptance of these Terms and Conditions at the latest.
4.2. If down payment is not received in due time, LBN reserves the right to cancel the Sales Confirmation. 3
4.3. Final payment must be received no later than 2 weeks (14 days) after the Products/equipment are ready for shipment unless otherwise stated in the Sales Confirmation.
4.4. If the agreed date for installation, de-installation, pick up or delivery is postponed by the Buyer, LBN will have the right to invoice the Buyer for the full sales amount according to the Sales Confirmation plus an amount to cover reasonable resulting costs as a consequence of the delay, and delivery of the equipment to storage at the Buyer’s risk and expense. If the Buyer defaults by not completing payment within 10 days from the invoicing date, LBN will regard the invoice to be overdue and Section 4.5 will come into effect.
4.5. If the Buyer fails to pay the invoice in due time, LBN have the right to execute one of the following two options (A or B) and inform the Buyer of the decision in writing:
A. To terminate The Delivery or any remaining balance thereof and use the down payment to cover costs to sell the equipment to other side. LBN shall in writing inform the Buyer at the time of late payment that the Sales Confirmation is cancelled and the down payment will be used to set-off in the expenditures incurred as to a necessary sale to another entity. The right for LBN to sell equipment to another entity may prove to be impossible insofar as the product or the equipment is specially bought for the Buyer. Insofar as this is the case and the Product/equipment cannot be sold to another entity LBN can keep the down payment and claim other relevant costs or losses to be covered by the Buyer. B. To maintain The Delivery and invoice the Buyer for costs arising as a result of the delayed payment, according to Section 4.7 below.
4.6. When the Buyer according to the agreement is responsible for picking up the equipment, he must do so no later than 2 weeks (14 days) after LBN has notified the Buyer that the equipment is ready for pickup. If The Buyer fails to do so LBN can invoice the costs arising as a result of the delay according to section 4.7 below.
4.7. If the Buyer either fails to pay or fails to pick up the equipment according to the agreement and section 4.5.B. above, LBN is entitled to invoice the Buyer for any resulting costs, for example but not limited to, external or internal stock rental, transport costs and handling costs. LBN can estimate the costs as long as it is not above market level of the relevant costs.
4.8. LBN retains title in all goods and equipment supplied under these Terms and Conditions until payment is made in full and all debts howsoever arising and owed by the Buyer to LBN have been paid in full. 4
5.1. All Products/equipment and services are in general provided without warranty As-Is, Where-Is, unless stated otherwise in the Sales Confirmation.
5.2. If The Delivery according to the Sales Confirmation is sold with any kind of Warranty it is important to observe the following in order for the claim to be applicable: -The installation and setup on end user site of any equipment that is part of The Delivery is performed by persons trained by the relevant OEM -The damage or defect must not be caused by equipment misuse or use outside the required OEM recommendation as described in the OEM manuals and documentation. – The damage or defect must not be caused by electrical supply default LBN will evaluate the claim and if accepted the Warranty covers change of defect parts that causes the system to be not functional. Accordingly the Warranty is not covering any form of labor or transport cost. The Buyer will return the defect part and pay for the shipment hereof. After receiving the defect part LBN will ship a replacement part and pay for the delivery hereof. In order for any warranty to be valid hereafter the replacement part needs to be installed by person trained by the relevant OEM.
5.3. All Warranties of merchantability and fitness of purpose are specifically disclaimed as to U.S. based Buyers due to the specific regulations of implied warranties. Hence, LBN disclaims all warranties of fitness or merchantability. The Buyer cannot plead the covenants in the Uniform Commercial Code or other U.S. regulation concerning implied warranties of fitness and/or merchantability.
6.0. LICENSED PRODUCTS
6.1. LBN claims no right, title or interest in or to any OEM software or other licensed products that may be attached to or necessary for the operation of the equipment that is the subject of these Terms and Conditions, and further, LBN disclaims any responsibility for procuring for Buyer from the owner or owners of such Products the legal right or license to use such Products. Any OEM license or service access related matter remains the full responsibility of the Buyer and the OEM.
7.0. SUBCONTRACTORS AND THIRD PARTY PRODUCTS
7.1. LBN is permitted to use subcontractors and Third Party products for the completion of any task.
7.2. LBN cannot be held responsible for any errors in third party products. LBN assigns to the Buyer all rights under the guarantees on third party products to make claims 5
against the provider. The Buyer or any party contracting with the Buyer shall not be entitled to make any claim on these guarantees against LBN.
8.0. FORCE MAJEURE
8.1. LBN shall not be liable for any failure to perform under these Terms and Conditions and the Sales Confirmation due to circumstances beyond LBN’s exclusive control such as but not limited to, embargo, war, terrorist attack, natural disasters and other similar circumstances.
9.0. LIMITATION OF LIABILITY
9.1. In no event shall LBN be liable for any indirect losses, consequential, incidental or punitive damages, including, but not limited to, loss of profit or revenue, loss of use of the products or any associated equipment, damage to associated equipment, cost of capital, cost of substitute products, facilities, services or replacement power, down time cost, or claims of Buyer or Buyer’s customer for such damages.
9.2. LBN will not be liable for any damages for bodily injury, or personal loss thereof related to any part of The Delivery.
9.3. Unless sold with warranty LBN can not be held liable for operability and LBN will have no liability for any failure of equipment after LBN has completed The Delivery and the Buyer has retained title according to the agreed delivery terms.
9.4. Delivery times are stated according to LBN’s best estimates. LBN cannot be held responsible for any delay in any part of The Delivery. A late delivery does not entitle the Buyer to cancel an order unless the delay is due to gross negligence on the part of LBN.
9.5. The Buyer agrees to indemnify and hold harmless LBN against any and all claims, judgments, costs, expenses, or other losses to end-user deriving from LBN’s service related to The Delivery, including but not limited to bodily injury, or personal loss hereof.
9.6. The Buyer’s recovery from LBN for any claim shall not exceed 10 % of the invoice amount.
10.1. Both LBN and Buyer agree to treat all information and material regarding the other as confidential. This confidentiality continues after the end of the Buyer’s purchase. 6
11.0. GOVERNING LAW, DISPUTE RESOLUTION AND JURISDICTION
11.1. Any dispute between LBN and the Buyer situated in Denmark shall be settled at the Court of Aalborg, notwithstanding that the nature of the display may be a High Court case. For sales to foreign customers any dispute shall be settled according to Danish laws at the Court “Sø– & Handelsretten” in Copenhagen.
12.1. By signing below, LBN and the Buyer accepts the Terms and Conditions. Hence, the Terms and Conditions are acknowledged to be an integral part of the Sales Confirmation regarding The Delivery.
The Buyer: The Seller:
Place: __________________ Aalborg
Date: _________________ Date: ___________________
“Company Name” LBN Medical A/S
Name of the signatory Name of the signatory