Terms and Conditions of Clinic Partners
These Terms and Conditions of Sale are the only ones which shall apply unless statutory rights are provided or to be implied into this agreement for sale.
1. GENERAL
1.1 For the purpose of this document the following expressions shall have the meaning assigned to them below:-
a) The “Supplier” means Ipomia AB.
b) The “Buyer” shall mean the company in whose name the order is made out.
c) The “Products” shall mean the items ordered by the Buyer.
1.2 Unless otherwise agreed in writing by the Supplier these conditions which supersede any earlier sets of conditions appearing in the Supplier’s catalogues or elsewhere shall override any terms or conditions stipulated incorporated or referred to by the Buyer whether in the order or in any negotiations and all guarantees warranties or conditions (including any conditions as to quality or fitness for any particular purpose) whether express or implied by statute common law or otherwise are excluded and hereby negatived.
2. REFERALL COMISSION
The Buyer shall be entitled to a commission for repeat sales made by a customer of the buyer at the Suppliers website, provided the buyer have given the customer the “Ipomia Discount Card” and the customer has used it, created an account or using the Ipomia cookies for tracking prior to such purchase. The commission shall amount to ten (10) per cent of the public list price for the relevant Product and will be paid quarterly in arrears within 30 days of each quarter. The Supplier shall have the right to set off the commission against payment for purchases made by the Retailer.
3 ORDERS, SUPPLY AND ACCEPTANCE
3.1 Buyer shall submit orders (“Orders”) to Supplier in through the suppliers website. Acceptance of submitted Order by Supplier occur either expressly through confirmation of the Order or through delivery of the Products to the Buyer in accordance with this Agreement.
4. TIME FOR DELIVERY
4.1 Normal time of delivery for goods in stock is 10 days from receipt of Order. For goods not in stock the time for delivery will be confirmed for each Order.
4.2 Any time or date indicated by the Supplier for delivery is given and intended as an estimate only and the Supplier shall not be liable to make good any damage or loss whether arising directly or indirectly out of delay in delivery.
5. TERMS OF DELIVERY
5.1 The Products shall be delivered Ex works (NCOTERMS 2010).
5.2 The Supplier shall arrange the transportation on behalf of the Buyer. The Buyer shall be responsible for importation and any duties and taxes in the country of destination.
6. PRICE & TAX
6.2 All prices are net prices plus relevant value added tax.
7. PAYMENT
7.1 The Purchase Price shall be paid through the suppliers website with the payment methods offered.
8. CHANGES OF PRODUCTS
8.1 Supplier reserves the right to make changes to its Products and adjust its prices.
9. COMPLAINTS
9.1 Any complaints regarding the Products delivered must be made in writing to the Supplier within five (5) days from the date of delivery and no responsibility or liability is accepted for complaints submitted other than in this manner or in excess of this period.
9.2 The Supplier agrees as its sole liability to replace any shortages or damaged goods without delay. The Supplier shall at its option have the right to give a credit for such Products.
10. WARRANTY
10.1 The Products are delivered in accordance with the agreed condition. Minor deviations in structure and color compared to the agreed condition are, however, reserved, insofar as these lie in the nature of the materials used and are usual in the trade.
10.2 Information in catalogues, price lists and other information material handed to Buyer by Supplier as well as information describing the Products must not, under any circumstances, be taken as guarantees for a particular condition of the Products. Such guarantees require to be agreed expressly in writing in order for them to become effective.
10.3 The Supplier is liable for defects due to faults in design, materials or manufacture of the Products upon delivery. Buyer has the right to reject the defective product, in whole or in part within two (2) months after the discovery of the defect and to return the product to the Supplier at Supplier’s risk and cost. Upon such rejection, the Supplier shall without delay and free of charge, at the sole discretion of Supplier, either repair the defect or replace the defective product with new goods conforming with the Agreement and any other requirements.
11. TIME LIMITATIONS ON CLAIMS
The Supplier’s right to invoke a claim on account of factual defects ceases (6) months after delivery.
12. INTELLECTUAL PROPERTY
12.1 The Buyer shall use the Supplier's trade marks and product names when marketing the Products. The right and obligation to such use is limited to sales of any goods purchased from the Supplier. The Buyer shall not use any other trade mark or product name in conjunction with the Supplier's trade marks or product names. The Buyer has no right to use or register any trade mark, product name or trade name which is confusingly similar to the Supplier's trade marks, product names or trade names.
12.2 The Buyer shall not acquire any property rights whatsoever in the Supplier's trade marks.
12.3 The Supplier assumes no liability, whether express or implied, for the Products' infringement upon present or future patents or other industrial property rights of any third party.
12.4 The Buyer shall without delay inform the Supplier of any infringement or suspected infringement in of the Supplier's patents or other industrial property rights. The Supplier is however not obliged to defend such rights. If the Supplier chooses to defend his rights the Buyer shall at his own cost and to a reasonable extent assist the Supplier.
13. LIMITATION OF LIABILITY
13.1 None of the Parties shall be liable for any consequential and indirect losses, unless caused intentionally or by gross negligence.
14. FORCE MAJEURE
14.1 The parties shall be relieved from liability for a failure to perform any obligation under this Agreement if such failure is due to a circumstance (“ground of relief”) which is beyond a party's control, impedes the performance thereof, and could not be foreseen when the agreement was concluded.
14.2 As soon as the impediment has ceased the obligation shall be performed in accordance with the provisions of the Agreement. As grounds of relief shall be considered: war, acts of war, acts or omission of authorities, conflict on the labor market, new or changed legislation, currency restrictions and similar circumstances.
14.3 A party who desires relief according to the provisions above must notify the other party thereof without delay.
14.4 Notwithstanding the provisions above either party is entitled to rescind the agreement if the performance of a material obligation is delayed for more than three (3) months.
15. GOVERNING LAW
15.1 The laws of Sweden shall be proper laws of the contract unless otherwise agreed in writing.
16. ARBITRATION
16.1 Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
16.2 The place of arbitration shall be Stockholm.
16.3 The language(s) to be used in the arbitral proceedings shall be English.
