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General Conditions

GENERAL CONDITIONS OF SALE AND DELIVERY 

effective from 1st September, 2011

 
1. General
All our offers, sales and deliveries are subject exclusively to the following conditions, unless anything to the contrary has been confirmed by us in writing. Business conditions of the Buyer which conflict with present conditions will become the part of the current contract only if they are accepted expressly and in writing by us.

2. Acceptance of Order
All offers issued by us are open for acceptance for the period stated in the offer, or if none is stated, for thirty days. Orders are considered accepted by us, if we have submitted to the Buyer a written confirmation, or executed the delivery implicitly.
Any amendments, cancellations or other modifications of orders by the Buyer are subject to their acceptance by the manufacturer.

3. Prices
Our prices are to be understood net and exclusive of VAT in the currency agreed upon. For overseas customers prices are ex-works.

4. Despatch
The goods are shipped for account and risk of Buyer, even if transport charges are being borne by us, or delivered free of charge. We shall not be liable for any loss occurred during transportation. All forwarding instructions are to be given with the order. However, we have the right to choose the route and the means of transportation, unless otherwise agreed. Any warranty for the quickest and cheapest transportation are explicitly excluded. Special fees for express deliveries, effected on the Buyer’s request, shall be at the Buyer's expense. International Commercial Terms such as FOB., CIF., C and F. etc. are to be interpreted according to the INCOTERMS, 2010.

5. Delivery
Delivery dates are indicated in good faith, however we reserve the right to alter the delivery date notifying the Buyer as soon as possible. We do not accept liability for any direct or indirect loss or damage due to the eventual delay in delivery howsoever caused.

6. Packaging
Where the goods are supplied by us in returnable containers they must be returned to us at the Buyer's expense in good condition within the period specified by us in writing.
Containers are hired out - unless otherwise agreed - for 30 days free of charge, after this period a specified charge - subject to the type of the container - is to be paid.

7. Reservation of Title
We retain ownership of the goods until such time as the Buyer has completely fulfilled all his obligations from the current business transaction toward us, such ownership is retained notwithstanding delivery to the Buyer. If under the law of the country in which the goods are located reservation of title is not permitted, we are entitled to demand an equivalent security from the Buyer.

8. Complaints
Complaints arising out of material defects or inadequate quantities so far as this can be discovered by a reasonable examination, must be submitted together with the evidences in writing immediately and in the case of apparent defect within 15 days after receipt of the consignment at the latest. If the complaint is justified, shortages will be rectified by further delivery, or the goods will be replaced. If the rectification or replacement would be either impossible or also defective, we shall, at our choice, either take back the goods, repay the purchase price or grant an appropriate rebate. Further claims are explicitly excluded. In case of hidden defects, which cannot be detected upon receipt of the goods complaints must be submitted within the expiry period stated in the analytical certificate or on the label, and where no expiry period is stated, within 30 days from the receipt of the consignment.

9. Force Majeure
We do not assume any responsibility for non-deliveries, delays or losses in general caused by any circumstances beyond our reasonable control including but not limited to any strike, lock-out, shortage of energy or  raw materials, war, unavoidable breakdown, authorities' orders or regulations, including but not limited to any economic sanction imposed under a resolution approved by the Security Council of the United Nations, the US or the EU, which render the execution of a particular contract in part or in full impossible. All the aforementioned occurrences entitle us to withdraw from the contract wholly or in part without the Buyer having any right to compensation.

10. Special conditions for custom synthesis
We retain the right to revise the quoted price and/or deadline based on the preliminary synthesis experiments not later than the half-time of the expected synthesis duration counted from the confirmation of the firm order till the quoted delivery date. The Buyer has the right either to accept the amendment or to withdraw the order.
We retain the right to terminate the contract in case we are not able to fulfil it due to unexpected, unavoidable technical problems during the synthesis procedure. 
The elaborated synthesis rout is the intellectual property of SyTracks unless otherwise agreed in written form.

11. Payment
Unless otherwise agreed in writing, payment of all invoices shall be made to us net and in full amount without any bank deduction in the currency invoiced through remittance in advance. If agreed in writing by both side previously remittance within 30 days from the date of the invoice is acceptable. Depending on the value of the goods delivered irrevocable, confirmed L/C might be required. In case of delay in payment on part of the Buyer, we reserve the right either
 a) to demand an adequate security for payment, or
 b) to levy interest for default on the unpaid amounts at the usual international rate, or
 c) to suspend the deliveries and/or cancel any of our outstanding obligations.
All bank charges, expenses, exchange commissions and other costs arising at foreign banks are to be borne by the Buyer. We cover only those bank charges expenses and other costs which - according to the type of contract - are to be borne by the Seller, or which are expressly and explicitly undertaken by him.

12. Liability
The purchaser acknowledges that there may be hazards associated with the use of certain products offered. The purchaser agrees that their personnel concerned with any such products are aware of the hazards and assumes all responsibility for the warning of their employees and independent contractors of all hazards to persons and property in any way connected with the products. The purchaser agrees to instruct their employees, agents and customers to use safely such product. The purchaser also assumes all responsibility for the results of using any product offered in combination with other articles or substances, and in any manufacturing process, and for the ultimate safe disposal of the product in accordance with applicable laws.

SyTracks' sole obligation and the purchaser's exclusive remedy with respect to products proved to SyTracks' satisfaction to be defective or non-conforming shall be the return of such products to SyTracks, and refund of the purchase price actually paid therefore by the purchaser. SyTracks shall not be subject to any obligations or liabilities, whether arising out of breach of contract, warranty, tort (including negligence and strict liability) or other theories of law, with respect to goods sold or technical services rendered by SyTracks, or any undertakings, acts or omissions relating thereto. Without limiting the generality of the foregoing, SyTracks specifically disclaims any liability for property or personal injury, damages, penalties, special or punitive damages, damages or lost profits or revenues, loss of use of product or any associated equipment, cost of capital, cost substitute products, facilities or services, downtime, shutdown or slowdown costs, or for any other type of economic loss and for claims of the purchasers customers or any third party for any such damages.

SyTracks shall not be liable for and disclaims all consequential, incidental and contingent damages whatsoever.

The purchaser shall indemnify SyTracks from and against any and all losses, damages and expenses (including legal fees and other costs of defending any action) that SyTracks may sustain or incur as a result of any claim of breach of contract, tort (including negligence, breach of implied warranty, strict liability in tort) or other theories of law, by the purchasers, its officers, agents or employees, its successors and assigns, and its customers, or other persons, whether direct or indirect, in connection with the use of the product furnished thereunder.

13. Patent situation
By the offer or the sale of merchandise we do not assume guarantee in respect of the patent situation of the product involved in the country of the Buyer unless otherwise agreed in writing.

14. Disputes
All disputes arising out of or in relation to this agreement shall be discussed by the parties in a friendly manner. Place of performance and jurisdiction for both parties shall be Copenhagen. Both parties accept the competency of the courts of Danish Maritime and Commercial Court in the city of Copenhagen. However, we retain the right to assert our claims at the Buyer's legal domicile.

15. Reexport prohibition
Reexport is not allowed unless previously agreed in written form.

16. Return deliveries
Return deliveries require our previous consent.
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