The Invoice

Only the terms set out in this document shall constitute the contract between the Purchaser and Cervius Medical (known here-in as Cervius) for the sale of the equipment. The invoice always refers to these Sales Terms on the Cervius website.

The sale has happened when down- or full payment has been made. If payment is not made fully within 10 days from first invoice Cervius has the right to sell the equipment to another party. Cervius will then return any payment made by the first party.

Pick up of the equipment shall happen within 10 working days of the time of partial or full payment.

Delivery

Delivery of the equipment is taking place when the equipment is turned over to the transporter at the place of delivery. Upon delivery the equipment shall be at the risk of the Purchaser in all respects. If Cervius is handling the transportation delivery takes place when delivered to the Purchaser.

Please always examine the package(s) received for any exterior damages to the packaging. If there are any visual damages to the packages buyer is obliged to make a note to the courier delivering the package(s) of these defects. Afterwards immediately inform Cervius of any damages to the equipment received. It is very important that the Purchaser informs Cervius of damages and send images of the damaged equipment to Cervius. Cervius will then pass on this information to the insurance company. If the insurance company does not get this information immediately Cervius will not be obliged to reimburse the Purchaser for the payment and loss.

In case of return of equipment shipping is always paid by the Purchaser.

Property of the Equipment

The property if the equipment shall pass to the purchaser when, and only when, payment in full has been received by Cervius.

Delay

In case the delivery date is exceeded more than 30 days the Purchaser is entitled to cancel the contract unless force majeure is in question. The Purchaser is not entitled to claim damages from Cervius.

Notification of Defects

The Purchaser is obliged to examine the equipment promptly on receipt, and notification of defects shall be made in writing upon receipt of the equipment.

After this period the Purchaser can only make notification of defects, which could not be determined at such first-hand examination. Notification of defects shall be made in writing without any unfounded delay after determination of the shortcomings.

Upon the passing over the risk of the equipment to the Purchaser Cervius shall bear no responsibility for any shortcomings. For that reason the Purchaser is not entitled to cancel the contract, claim damages or sustain any other claim of non-fulfilment.

Cervius clearly disclaim responsibility for any indirect losses such as consequential loss, loss of time, loss of profits or the like hat the shortcomings may have caused the Purchaser.

Force Majeure

The following circumstances result in exemption from liability when occurring after the conclusion of the contract and preventing its fulfillment:

Labour disputes, strikes, lockouts and any other circumstance on which the parties have no influence such as fire, war, mobilization, unforeseen military calling-up, sabotage acts, requisition, impounding, currency restrictions, import and export prohibition, rising, disturbances, lack of working plants, general lack of goods, restrictions in the means of transportation, and lack of deliveries from sub-contractors or delay in such deliveries as described in any of the circumstances stated herewith.

Product Liability

In relation to the Purchaser Cervius is not liable to damage on personal or property, just as Cervius is not liable to any loss of profits, lost wages or any other indirect or diverted loss.

In the event that Cervius may be held liable to third party according to the rules and regulations of products liability or according to general regulations on damage the Purchaser shall indemnify Cervius.

Warranties

Cervius warrants that the equipment in question is sold free of all encumbrances, liens, charges and claims whatsoever.

The equipment is sold “as is” and in working condition. This means that the equipment shall be functioning unless stated that the equipment is sold as a spare part. The Purchaser must however be aware that some times there can be a need for changing minor parts in the equipment, which is normally handled through an OEM or distributor service and maintenance agreement. Cervius shall not be liable for such normal maintenance costs to run the equipment.

Any warranty given on the equipment is limited to one week after delivery, if not otherwise stated. The maximum warranty covered in any circumstances is limited to 30% of the purchase price and only covering materials.

The Purchaser is always allowed to inspect the equipment before the purchase themselves or to have a local OEM or distributor to do this on their own cost.

The Purchaser has the obligation to test the equipment before bringing it into operation.

Settlement of Disputes

For Danish as well as international sales to foreign costumers any dispute shall be settled in accordance with the rules and regulations of the Danish law at the Court “Sø- & Handelsretten” in Copenhagen.