General Terms and Conditions

 
General
These general terms and conditions of sale (hereinafter “General Terms and Conditions”) shall apply to all offers, sales and deliveries of products and provision of services (“Product(s)”) from Svar Life Science AB (formerly known as Euro Diagnostica AB), and/or from any Affiliate (as defined below) of Svar Life Science AB (hereinafter “Svar Life Science”), to a third party customer purchaser, and/or any third party acting on behalf of such third party customer purchaser (hereinafter “Purchaser”), including any orders for Products made by such entities to Svar Life Science, irrespective of any general conditions of purchase of Purchaser. 
 
For the purposes of these General Terms and Conditions the term “Party” shall mean Svar Life Science or Purchaser and where used in the plural shall mean Svar Life Science and Purchaser. Further, the term “Affiliate” shall mean any legal entity controlling, controlled by or under common control with Svar Life Science AB. 
 
Offers
Offers from Svar Life Science are valid for a maximum period of 30 days from the date of the offer, unless specifically stated otherwise. These General Terms and Conditions shall be regarded as an integrated part of and governing an offer made and, save in the event of any other agreement formalized between the Parties, embody the entire understanding between the Parties in relation to the supply of Product(s) as contemplated herein.
 
Order Acknowledgement
Upon confirmation by Purchaser of an offer from Svar Life Science or upon an order by Purchaser to Svar Life Science, Svar Life Science shall, subject to Svar Life Science’s acceptance of the Purchaser’s order confirmation or the order by the Purchaser, issue an order acknowledgement in respect of the same and the issuance of the Purchaser’s order shall represent a binding obligation on the part of Purchaser. Svar Life Science shall be entitled to approve orders partially by making reductions, reservations and deviations. If such partial approval is not acceptable to Purchaser, Purchaser shall inform Svar Life Science in writing within 3 business days of receipt of Svar Life Science’s order acknowledgement. If Svar Life Science has not received such notification in due time, the order acknowledgement shall be deemed accepted by Purchaser.
 
Prices
The firm and fixed price is stated in the order acknowledgement or offer. Unless otherwise explicitly stated, prices are quoted at time of order acknowledgement, exclusive of taxes and any other duties. Where such taxes and duties are explicitly included in the price, Svar Life Science may demand that any increase in such taxes and duties effective after the date of the order acknowledgement and up until the date of delivery is paid by Purchaser. On orders less than 500€, a handling fee may be applied by Svar Life Science.
 
Svar Life Science price list is in currency SEK. Svar Life Science bases its exchange rate on the Swedish National Bank’s monthly Fixed rate of the last day of the previous month. Svar Life Science reserve the right to change prices, in other currencies than SEK, if exchange rate varies with +/- 2.5%.
 
If circumstances beyond Svar Life Science’s control, occurring prior to the date of delivery, result in a sudden considerable increase in e.g. cost of instrumentation, cost of supply, etc., Svar Life Science shall be entitled to increase the price by a percentage equivalent to the increase of costs caused by the circumstance and where such increase can be justified by Svar Life Science on reasonable commercial grounds. If Svar Life Science claims a circumstance as mentioned above, Svar Life Science shall make a new order acknowledgement in writing to Purchaser without delay, in which the circumstance must be described thoroughly along with a calculation of the price increase. If such price increase is not acceptable to Purchaser, Purchaser shall inform Svar Life Science in writing within 3 business days of receipt of the new order acknowledgement. If Svar Life Science has not received such notification in due time, the new order acknowledgement shall be deemed accepted by Purchaser. 
 
Terms of Payment
Unless otherwise stated in the order acknowledgement or invoice, payment terms are 30 days from date of invoice. 
 
For the avoidance of doubt, title in the Product(s) shall not pass to Purchaser but shall expressly reside with Svar Life Science until payment in full of the relevant invoice.
 
Should Purchaser fail to observe the terms of payment, Svar Life Science shall – without prejudice to any other right or remedy available to it at equity or law – be entitled to one or more of the following actions: 
 
a) Request Purchaser to return the product to Svar Life Science at the cost of Purchaser.
b) Terminate the relevant delivery and any other obligations owed from Svar Life Science to Purchaser in relation to the relevant order or otherwise and claim all losses and damages.
c) Charge interest on the amount unpaid at a rate set at two and a half percent (2.5%) per month, or, if lower, the maximum permitted by law, until payment has been made in full.
d) Take a lien over any property of or previously held on behalf of Purchaser and that is otherwise under the physical control of Svar Life Science. 
 
Terms of Delivery
Unless otherwise stated in the order acknowledgement, terms of delivery shall be EXW (INCOTERMS most recent version), Svar Life Science’s facilities, Malmö, Sweden. The Purchaser shall be responsible to supply to Svar Life Science, sufficiently in advance in order to enable Svar Life Science to make the necessary shipping arrangements, all appropriate information including (a) marking and shipping instructions, (b) import certificates, and (c) documents required to obtain necessary government licenses and any other documents prior to their shipment. If any such instructions, documents or confirmations are not so received or would require unreasonable expenses or delay on its part, then Svar Life Science may, at its sole discretion and without prejudice as to any other remedies, delay the time of shipment.
 
Delay in Delivery
If a delay in delivery occurs, Svar Life Science shall forthwith give notice to Purchaser of the delay and the reasons thereof. Following such notice, Svar Life Science shall be given a reasonable time to remedy such delay. If Svar Life Science fails to remedy the delay within such time, the Purchaser shall be entitled to compensation from Svar Life Science for all direct losses, damages or costs incurred by the Purchaser due to the delay, however, maximum the total price of the delivery of the Products subject to such delay. No compensation shall be payable if the delay can be documented to be the result of Force Majeure (as defined below). The payment of such compensation shall be Purchaser’s sole and exclusive remedy for any claim for loss or damage attributable to any delay in delivery of the Products. 
 
Non-conformity
Purchaser must notify Svar Life Science in writing no later than 5 business days from the date of actual delivery of any non-conformity of the Products with any mutually agreed specifications for and quantities of the Product.
 
Training
Training in use of the Product is only included if explicitly stated in the order or order acknowledgement.
 
Warranty and, Liability and Limitation of Liability 
The Products are intended solely for the use set out in the product specifications available at www.eurodiagnostica.com, applicable from time to time, and Svar Life Science shall not be liable for any losses, costs or damages caused by use for any other purpose. Svar Life Science warrants that the Product will be supplied in accordance and will conform with the product specifications available at www.eurodiagnostica.com at the time of order acknowledgement, unless otherwise agreed. 
 
THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR ARISING UNDER COURSE OF PERFORMANCE, COURSE OF DEALING OR TRADE USAGE). The liability of Svar Life Science under this limited warranty, or otherwise under these General Terms and Conditions, does not apply (i) to any failure of the Product to conform with the product specifications that is attributable to any improper or negligent handling, storage or use by anyone other than an employee of Svar Life Science, or (ii) where Purchaser fails to notify Svar Life Science of such defect in writing without undue delay upon the Purchaser becoming aware of such non-conformity. In the event of breach of this limited warranty as accepted by Svar Life Science or confirmed by an independent expert pursuant to the provisions below, the sole and exclusive liability of Svar Life Science shall be, in its sole discretion, to replace the relevant Product at its own expense or to refund any sums previously paid in respect of the same. 
 
In the event of any dispute as to whether any quantity of the relevant Product sold hereunder fails to meet the specifications, such dispute shall be resolved by an independent testing organisation reasonably acceptable to and mutually agreed between the Parties. The decision of the testing organisation shall be final and binding upon the Parties. The costs of such independent testing organisation shall be borne by the Party against whom such dispute is resolved.
 
SVAR LIFE SCIENCE SHALL NOT BE LIABLE TO PURCHASER (WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE OR OTHERWISE)), OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE TO BUSINESS EARNINGS, LOSS OF PROFITS OR GOODWILL, AND WHETHER ADVISED OF OR AWARE OF THE POSSIBILITY OF SUCH LOSS, SUFFERED BY PURCHASER AND/OR RELATED WITH AND/OR CONNECTED TO ANY PRODUCT SOLD PURSUANT TO THESE GENERAL TERMS AND CONDITIONS. FURTHER SVAR LIFE SCIENCE’S LIABILITY FOR ANY CLAIM FOR LOSS OR DAMAGE UNDER THESE GENERAL TERMS AND CONDITIONS SHALL NOT EXCEED THE SUM OF EUR ONE HUNDRED THOUSAND (€100,000) FOR ANY ONE OCCURRENCE OR IN THE AGGREGATE. 
 
IT IS FULLY ACKNOWLEDGED BY SVAR LIFE SCIENCE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY AS STATED HEREIN SHALL NOT BE APPLICABLE IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT ON THE PART OF ANY EMPLOYEE OF SVAR LIFE SCIENCE.
 
Indemnification
Expressly subject to the exclusions and limitations as set out above, Svar Life Science shall indemnify Purchaser from any loss, cost, damage or expense (a “Loss”) from any lawsuit, action, claim, demand, assessment or proceeding (a “Claim”) arising or occurring as a result of: 
 
i. product liability claims, including personal injury or property damage proximately caused by Svar Life Science’s gross negligence or intentional misconduct,
 
ii. other personal injury or property damage caused by Svar Life Science´s gross negligence or intentional misconduct, or 
 
iii. any violation of applicable law, rule or regulation by Svar Life Science, in each case except to the extent any portion of such Loss or Claim is attributable to or result from (a) that such Product was altered after it left Svar Life Science’s control or (b) the negligence, gross negligence or misconduct of Purchaser, its officers, servants, agents, contractors or subcontractors.  
 
Notwithstanding anything herein to the contrary, Svar Life Science shall have no liability with respect to any portion of such Loss or Claim that is attributable to or result from Purchasers negligent acts or omissions or misconduct or combination, operation or use of the Product with products, data or other materials not provided by Svar Life Science.
 
Intellectual Property Rights
Unless otherwise expressly agreed, Svar Life Science (or such party from which Svar Life Science has a license in respect of the Products or parts thereof) shall retain all intellectual property rights in respect of the Products. The Purchaser undertakes to adhere to any regulations in respect of Svar Life Science’s or any third party’s intellectual rights set out at www.eurodiagnostica.com.
 
Cases of Relief (Force Majeure)
All cases of force majeure being any circumstance or set of circumstances outside the reasonable control of a Party and which materially impede a Party from performing its obligations hereunder (“Force Majeure”) and which shall include, but not be restricted to, fire, flood, earthquake, explosion, riot, strike, lockout, terror, war and regulations of any governmental or local authority shall, for the duration of and to the extent of the effects caused by such disturbances, release the Parties from the performance of their contractual obligations hereunder for the duration of such Force Majeure subject that Force Majeure shall not release Purchaser from its payment obligations hereunder for Products received in accordance with these General Terms and Conditions. The Party wishing to claim relief shall notify the other Party in writing without delay on the commencement and on the cessation of such circumstance. 
 
Governing law 
These General Terms and Conditions, and the relationship between Svar Life Science and the Purchaser, shall be governed in accordance with the laws of Sweden, without having regard to their conflicts of laws principles. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Malmö, Sweden. The arbitration proceedings shall, if not otherwise agreed, be conducted in the Swedish language if the Purchaser is Swedish and otherwise in the English language. Notwithstanding the above, any action for collection of any payment obligation may be brought in any court with competent jurisdiction.