SALES AND DELIVERY TERMS OF TEMedic Asia Pte. Ltd.
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1. GENERAL TERMS
1.1 These 'Sales and Delivery Terms' shall apply to all sale and delivery by TEMedic Asia Pte. Ltd., unless otherwise agreed in
writing between the Parties.
1.2 The Buyer's terms of purchasing, as they may be specified in the Buyer's general purchasing terms; in the Buyer’s
purchase order; at the Buyer's website, or the like, will not apply to any delivery made by TEMedic Asia Pte. Ltd., unless
expressly accepted in writing by TEMedic Asia Pte. Ltd..
1.3 In case of discrepancies between these 'Sales and Delivery Terms' and specific agreed terms between the Parties,
the more specific conditions will prevail.
2. DEFINITIONS
2.1 Products – Systems, products, spare parts, services, etc. sold by TEMedic Asia Pte. Ltd. will in these Sales and Delivery terms
be named as “Products”.
3. ORDER CONFIRMATION
3.1 Order Confirmation is including that the order will lapse if the object is sold to another or transaction in the light of
changes that the hospital is responsible, cannot be implemented - including as a result of significant bursting
assumptions.
4. PAYMENT TERMS
4.1 Terms of payment shall be as set out in the Order Confirmation.
4.2 If payment is not made and received by TEMedic Asia Pte. Ltd. at due date as the latest, TEMedic Asia Pte. Ltd. charge interest on the
amount outstanding at the time in question at a rate of 1 % per commenced month from the date of invoice.
4.3 The Buyer shall not be entitled to withhold any payment or set-off any payment against any alleged outstanding
claim on TEMedic Asia Pte. Ltd., not approved by TEMedic Asia Pte. Ltd..
4.4 Products not collected due to delayed payment will be stored and insured at the costs of the Buyer, until final
payment has been received by TEMedic Asia Pte. Ltd. and the Products can be released.
5. DELIVERY TERMS
5.1 All Products are delivered EXW, and EXW are to be interpreted according to the latest version of INCOTERMS, as
published by the International Chamber of Commerce in Paris, France, at the time of TEMedic Asia Pte. Ltd.’ Order
Confirmation.
5.2 Upon specific agreement, TEMedic Asia Pte. Ltd. can be of assistance in arranging packing, labeling and distribution of the
Product at the cost and responsibility of the Buyer.
6. DELAYS
6.1 The Buyer accepts that delays may occur due to force Majeure or Hospital/owner postponed deadline.
6.2 TEMedic Asia Pte. Ltd. are not in any way to be held liable for any delays beyond the influence of TEMedic Asia Pte. Ltd. (as, but not
exclusively: force majeure situations and Hospital/prior owner postponed deadline.
6.3 Delays do not entitle the Buyer to cancel the order or to be compensated in any way.
7. ORDER CANCELLATION
7.1 In case of order cancellation by the Buyer, TEMedic Asia Pte. Ltd. is entitled to compensation. The compensation is
calculated as follows: 1-10 business days before delivery 30% of the sales price.
8. INSPECTION
8.1 All Products of TEMedic Asia Pte. Ltd. are sold as is, why the Buyer is urged to inspect the Products during the agreed
inspection period.
8.2 All inspections are to be agreed with TEMedic Asia Pte. Ltd. prior to inspection.
1. Warranties - TEM guaranties that the Products was fully operational at de-installation. Additionally, TEM
guaranties the Products are under no any encumbrances, licenses and fees. TEM has the right to sell the
Products.
9. RETENTION OF TITLE
9.1 The Products shall remain the property of TEMedic Asia Pte. Ltd. until full payment has been received, and all other sums
due are paid. The retention of title of Products shall pass from TEMedic Asia Pte. Ltd. upon such title passing to the Buyer's
customers, but only in the manner admitted in clause 9.2.
9.2 Until such time as the title of the Products has passed to the Buyer, the Buyer shall upon receipt of the Products:
(a) hold such Products on a fiduciary basis as the depositary of TEMedic Asia Pte. Ltd. and shall insure the Products as the
property of TEMedic Asia Pte. Ltd. and shall store and mark the Products in such a way that they are readily identifiable as the
property of TEMedic Asia Pte. Ltd., and shall hold the proceeds of such insurance on trust for TEMedic Asia Pte. Ltd..
(b) not pledge or allow any encumbrance, lien, charge or other interest to arise or be created over the Products
(c) not dispose of or deal with the Products or any documents of title relating to them or any interest in them
Except that the Buyer may on the Buyer's own account use and sell the Products to the Buyer's usual type of
customers in the ordinary course of the Buyer's trade, provided that the Buyer's right to use or sell the Products shall
automatically cease upon the occurrence of an insolvency event.
9.3 If a payment becomes overdue; the Buyer is in breach of any of his other obligations to TEMedic Asia Pte. Ltd.; an insolvency
event occurs; or TEMedic Asia Pte. Ltd. reasonably expects that an insolvency event is about to occur:
(a) TEMedic Asia Pte. Ltd. may by written notice terminate the Buyer's right (if still subsisting) to use or sell the Products; and
(b) TEMedic Asia Pte. Ltd. shall be entitled upon demand to the immediate return of all Products which remain in the ownership
of TEMedic Asia Pte. Ltd., and the Buyer irrevocably authorize TEMedic Asia Pte. Ltd. to recover such Products and any documentation
relating to them and for that purpose, to enter any place. The Buyer shall take all reasonable steps to help TEMedic Asia Pte. Ltd. recover them. Recovery by TEMedic Asia Pte. Ltd. of the Products shall not of itself cancel the Buyer's liability to pay the
whole or balance of the price for the Products or any other rights of TEMedic Asia Pte. Ltd..
9.4 Insolvency event means the Buyer has any order, proceeding, appointment or other step taken or made by or in
respect of the Buyer for any composition or arrangement with creditors generally, winding-up, dissolution,
administration, receivership or bankruptcy, or any similar event occurs in any jurisdiction in which the Buyer is
incorporated, resident or carry on business.
10. LIMITATION OF LIABILITY
10.1 TEMedic Asia Pte. Ltd. is liable pursuant to the general rules of Danish law for imperfect goods. However, TEMedic Asia Pte. Ltd.
cannot under no circumstances be held liable for more than the direct loss suffered by the Buyer. Thus, TEMedic Asia Pte. Ltd.
shall not be held liable for losses on operations, loss of time, loss of earnings, or any other indirect loss.
10.2 TEMedic Asia Pte. Ltd.' liability for any loss or damage shall be limited to the amount paid by the Buyer for the Product, on
which the claim is based.
11. FORCE MAJEURE
11.1 The following circumstances shall imply exemption from liability on TEMedic Asia Pte. Ltd., when such circumstances occur
after the Buyer has received the Order Confirmation and the circumstances obstruct, postpone or render the
fulfillment of the agreement disproportionally costly:
War, riots, civil disorder, strikes, walk-outs, blockades or lock-outs (whether TEMedic Asia Pte. Ltd. is a party thereto or the
cause of such conflicts or not), in case of fire, natural disasters, shortage of means of transport or transport accidents,
currency restrictions, ban on imports or exports, operational failure or other shut-down of operations or a similar
situation causing a disability for TEMedic Asia Pte. Ltd.. The list is not exhaustive.
11.2 The Party, for whom the impossibility to fulfill its obligations under the terms of the Order, shall advise the other
Party immediately of the occurrence mentioned above. Within 14 (fourteen) calendar days after the beginning of the
incident, the Party shall forward evidence of the incidence provided by the country's Competent Government
Authorities where the incident occurs.
11.3 If the circumstances proceed for more than 10 (ten) weeks, each Party shall be entitled to cancel the order or part
of the order, without this being considered a breach of contract. None of the Parties shall have the right to claim
compensation of possible losses from the other Party.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 The sale of Products hereunder does not convey any license whatsoever to any intellectual property right of
TEMedic Asia Pte. Ltd., including its trademarks and names.
13. PRODUCT LIABILITY
13.1 TEMedic Asia Pte. Ltd.' product liability shall be limited to the widest extent possible under applicable law.
13.2 Without any unnecessary delay, the Buyer shall inform TEMedic Asia Pte. Ltd. in writing, if the Buyer learns of
circumstances that may justify product liability on TEMedic Asia Pte. Ltd..
13.3 The Buyer shall be under the obligation to accept a legal action brought against him at the same forum, which
may be processing an action against TEMedic Asia Pte. Ltd. regarding product liability. TEMedic Asia Pte. Ltd. shall, however, be entitled
to decide that the internal relationship between the Buyer and TEMedic Asia Pte. Ltd. shall be settled in accordance with clause
14. JURISDICTION AND APPLICABLE LAW
14.1 Any dispute arising out of or relating to the Parties’ agreement, including these general conditions of sale and
delivery and questions of product liability shall be settled in accordance with Danish law.
14.2 TEMedic Asia Pte. Ltd.' venue shall be the District Court of Aalborg, Denmark. TEMedic Asia Pte. Ltd. shall nevertheless always be
entitled in lieu hereof to bring an action against the Buyer at the Buyer's venue. Furthermore, TEMedic Asia Pte. Ltd. shall be
entitled to request a dispute to be settled by arbitration arranged by Danish Arbitration in accordance with the rules of
arbitration procedure adopted by Danish Arbitration and in force at the time when such proceedings are commenced.
The arbitration tribunal shall be domiciled in Copenhagen and the proceeding be conducted in English. This clause 14.2
shall not, however, prevent either party from seeking interlocutory remedies such as the requesting of an injunction,
attachment, etc.
15. SEVERABILITY
15.1 If any provision(s) of these terms is/are finally determined to be invalid or unenforceable, the balance of these
conditions shall remain in effect. In this case the provision(s) must be replaced by such valid and enforceable
provision(s) as will come as close to the purpose and legal position of the invalid or unenforceable provision(s) as
possible.
14. WAIVER
14.1 Failure by TEMedic Asia Pte. Ltd. to exercise or enforce any rights under these ‘Sales and Delivery Terms’ is not to be
regarded as a waiver of any such right. Nor shall it delimit the possibility to exercise or enforce these at any time
hereinafter.