General terms and conditions

General terms and conditions

1. Applicable conditions

1.1 These General Terms and Conditions shall apply to all sales and deliveries from Novo Nordisk Pharmatech A/S (“Novo Nordisk Pharmatech”) to the buyer (the “Buyer”), unless the parties have agreed otherwise in writing.

1.2 Orders submitted by the Buyer are not binding upon Novo Nordisk Pharmatech unless accepted by Novo Nordisk Pharmatech by means of a written order confirmation.

2. Pricing

2.1 Prices will be specified in US Dollars (USD), British Pounds (GBP), Euro (EUR) or Danish Kroner (DKK) in the applicable order confirmation.

3. Payment and retention of title

3.1 Novo Nordisk Pharmatech will invoice the Buyer on the date of shipment of the goods. All invoices shall be paid within thirty (30) calendar days of the invoice date unless stated otherwise.

3.2 The Buyer may offset or withhold payment on the grounds of counter-claim only if such counterclaim has been acknowledged in writing by Novo Nordisk Pharmatech. Should the Buyer be in arrears with any payment or should there be reasonable doubts as to the Buyer’s solvency or credit rating, Novo Nordisk Pharmatech shall be entitled to require immediate payment of all Novo Nordisk Pharmatech’s claims against the Buyer, without prejudice to any other rights Novo Nordisk Pharmatech may have.

3.3 Novo Nordisk Pharmatech shall be entitled to require payment in advance at Novo Nordisk Pharmatech’s sole discretion.

3.4 The goods shall remain the property of Novo Nordisk Pharmatech until the Buyer has settled all its obligations arising from the mutual business relations, including payment in full of the purchase price in accordance with the applicable invoice.

4. Deliveries and force majeure

4.1 Delivery shall take place in accordance with INCOTERMS 2010, as specified in the applicable order confirmation.

4.2 Novo Nordisk Pharmatech shall be relieved from any obligation to supply for as long as the Buyer is in arrears with any due payment.

4.3 Novo Nordisk Pharmatech shall not be liable for delays which are due to extraordinary  circumstances outside of Novo Nordisk Pharmatech’s reasonable control. Such extraordinary circumstances shall include but not be limited to unforeseen breakdowns, delayed deliveries or non-delivery by Novo Nordisk Pharmatech’s suppliers, shortage of labour, power or raw materials, strikes, lockouts, difficulties in providing means of transport, trans-port hold-ups, fire, war, seizure, riots and disturbances. Should delivery be delayed for more than one (1) month due to such hindrance, each party shall be entitled to withdraw from the contract with respect to the quantities affected thereby under exclusion of all further claims.

4.4 Any offer or delivery of goods and provision of services made by Novo Nordisk Pharmatech shall be subject to the Terms and Conditions set forth herein if nothing else has been agreed on by the parties explicitly in writing. It is acknowledged and agreed that these Terms and Conditions shall also apply to all future agreements between the parties without there being a need to refer to these Terms and Conditions again. Customer´s own general terms and conditions are subject to our explicit written approval insofar as they are not in accordance with the Terms and Conditions presented here, and may be subject to additional fees.

5. Cancellations and returns

5.1 After receipt of order confirmation, the Buyer shall not be entitled to cancel the applicable order or return non-defective goods, unless Novo Nordisk Pharmatech has agreed otherwise in writing.

6. Defects and claims

6.1 A defect in the goods delivered by Novo Nordisk Pharmatech shall only be deemed to be present to the extent that the goods delivered deviate from the applicable specifications and data sheet.

6.2 Upon receipt of the goods, the Buyer must check that the goods have not been damaged during transport. In case the goods have been or may have been damaged during transport, the Buyer shall make a written remark on the delivery note and notify Novo Nordisk Pharmatech hereof in writing within five (5) days after receipt of the goods by the Buyer.

6.3 Goods delivered by Novo Nordisk Pharmatech shall be deemed to be free of any defects and approved by the Buyer, if defects are not reported in writing to Novo Nordisk Pharmatech as soon as they are discovered, and in no event later than sixty (60) days after receipt of the goods by the Buyer.

6.4 In the case of justified and properly notified complaints, Novo Nordisk Pharmatech shall only be obligated, at its discretion, taking the Buyer’s interests adequately into account, to reduce the price, remedy the defect, exchange the goods or take them back and refund the purchase price.

7. Limitation of liability

7.1 The liability of Novo Nordisk Pharmatech cannot exceed the amount paid by the Buyer under the applicable invoice.

7.2 Additionally, Novo Nordisk Pharmatech cannot be held liable for any indirect losses or claims, including but not limited to claims for damages not pertaining to the goods themselves (consequential damages), loss of profit, loss of production, operating losses or any other indirect losses.

7.3 To the extent that the goods delivered by Novo Nordisk Pharmatech have been incorporated into or added to another product, Novo Nordisk Pharmatech shall not be held liable for any damages to or caused by such product.

8. Product liability

8.1 The Danish rules of law in force at any time regarding product liability shall apply. The liability of Novo Nordisk Pharmatech shall be limited in accordance with clause 7 above and to the greatest extent permitted under Danish law.

9. Applicable Law and Jurisdiction

9.1 THESE GENERAL TERMS AND CONDITIONS AND ALL SALES AND DELIVERIES

FROM NOVO NORDISK PHARMATECH TO THE BUYER SHALL BE GOVERNED BY THE

LAWS OF DENMARK WITHOUT RECOURSE TO ANY CONFLICT OF LAW RULES. THE

DANISH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE

BETWEEN NOVO NORDISK PHARMATECH AND THE BUYER.

AUGUST 2016