In these Terms and Conditions, “Episentum” shall mean Episentum AB, reg. no 559075-5376, a Swedish corporation existing under Swedish law. The “Buyer” shall mean the person, firm, company or other organization who or which has ordered products (the “Products”) from Episentum. These Terms and Conditions shall apply to the Buyer’s purchase of Products from Episentum. Episentum reserves the right to change these Terms and Conditions at any time and for any reason.
Pricing and Payment
Episentum reserves the right to change prices at any time without prior notification. All prices are exclusive of any customs or excise duties, value added taxes, sales taxes or similar taxes. The Buyer is solely responsible for payment of such taxes and agrees to indemnify Episentum for any such taxes not properly paid by the Buyer. Where the Buyer wishes to benefit from an exemption from such taxes, the Buyer must prior to shipping and invoicing of the Products provide Episentum with all information and documentation needed to exercise the exemption. Episentum will add sales taxes when shipping Products to jurisdictions where Episentum is responsible for the collection of sales tax, unless the Buyer has provided the information relevant for tax exemption. Buyers within the European Union must prior to shipping and invoicing provide Episentum with a valid VAT number in order to benefit from any exemptions from Swedish VAT. Swedish VAT of 25 % will otherwise be added to the invoice. Episentum will invoice the Buyer based on information provided and will not modify issued invoices or issue new invoices based on later information, unless required to do so by law. Payment terms are net thirty (30) days from the date of Episentum’s invoice unless otherwise explicitly agreed between the parties. Payment shall be made in full in the currency invoiced. The Buyer is responsible for any bank charges that are incurred in making the payment. In case of failure to fulfil the payment terms, Episentum shall have the right to suspend delivery of Products and/or cancel any order. In case of failure to make payment in full on the due date, Episentum shall also have the right to charge interest at an annual rate equal of 20% on all unpaid amounts. The Buyer shall be liable to Episentum for all costs and fees, including attorney´s fees that Episentum may incur due to any actions or measures to collect any unpaid amounts.
No order is binding until Episentum has accepted an order. All terms and conditions of these Terms and Conditions shall supersede any terms or conditions of a purchase order which modify or are otherwise inconsistent with these Terms and Conditions. Notwithstanding anything to the contrary in these Terms and Conditions, even if an order has been accepted by Episentum or preparations or measures otherwise have been taken by Episentum to deliver under an order, Episentum shall have the right to withdraw and cancel or postpone delivery of the Products at any time. If so, Episentum shall notify the Buyer to that effect without delay. Shipment will be made FCA (Incoterms 2010) Episentum’s shipping point in Upplands Väsby, Sweden. Episentum reserves the right to select the packaging and shipping method and the carrier to be used for the Buyer’s order. Shipping and handling costs will be added to the invoice. Episentum will not be responsible for any loss or damage to Products following delivery to the carrier. Products are normally shipped at ambient temperature. The Buyer shall keep close track of each shipment of Products in transit and shall accept delivery of each shipment without delay.
Limited Warranty and Product Replacement
Episentum warrants that the Products upon delivery FCA Episentum’s shipping point in Upplands Väsby, Sweden conform in all material to the specifications found in the product data sheet of each Product. The Buyer shall inspect each shipment upon receipt without delay. The Buyer shall notify Episentum in writing within thirty (30) working days of receipt of the shipment of any claim with respect to non-conforming or undelivered Products, failing which, Episentum shall not be required to consider the claim. If the Products are confirmed by Episentum not to materially conform to the Specifications or not conform in quantity to an accepted order, Episentum’s sole obligation shall be, at its own option, to refund the purchase price for or replace non-conforming or undelivered Products. In the event of return of non-conforming Products by the Buyer, a return authorization must be obtained from Episentum. Products shall be returned by the Buyer within thirty (30) days of receiving a return authorization. Episentum’s liability for any claim relating to the Products shall be limited to such replacement of Products or refund of the purchase price as mentioned above. What is set out above constitutes the only representations made by Episentum with respect to the Products and all other representations and warranties, including, without limitation, any implied warranty or condition regarding results obtained through the use of the Products (such as to the effect that the results will be accurate, valid or complete), of merchantability, fitness for a particular purpose, non-infringement or otherwise are hereby expressly excluded.
All Products are for supplied for research use only. The Products are not intended for diagnostic, therapeutic, or any in vivo use. Commercial use of the Products without the written permission of Episentum is prohibited. The Products may not be resold, modified for resale or used to manufacture commercial products, or used to provide research services or other commercial services without prior written approval from Episentum. The Buyer is solely liable to ensure compliance with any regulatory requirements related to the Buyer’s use of Products. The Buyer shall ensure that the Products are stored, handled and otherwise used in a safe and professional manner. The Buyer shall indemnify and hold Episentum, its directors, officers, shareholders, employees, representatives and assigns (collectively “Affiliates”) harmless from and against any and all costs, liabilities, losses and expenses that Episentum or its Affiliates suffers or incurs by reason of any use for which the Products are not intended.
Episentum warrants that i) the software will perform substantially the functions described in the documentation provided, and ii) that the media in which the software is furnished, will be free from defects in materials and workmanship under normal use. Episentum does not warrant that the software will perform error free without interruption or that Episentum will correct all program errors. Episentum will undertake to i) correct within a reasonable period of time, any reported failure of the software to perform substantially the functions described in the documentation provided, and ii) replace any physical media which has proven defective in materials or workmanship on an exchange basis without charge. These are the sole and exclusive remedies for any breach of warranty. Episentum is not responsible for any problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made or released after the release of the software, nor for problems in the interaction of the software with software not supplied and/or manufactured by Episentum. The software may not be modified, disassembled, reverse engineered or copied, except that one copy may be made for back-up purposes. Without the prior written consent of Episentum no copy of the software may be sold or transferred to any third party, or the license assigned, sublicensed or otherwise transferred by the Buyer. The Episentum Software License to use the software does not transfer any right, title or interest in the software to the Buyer, except as may specifically have been explicitly agreed between the parties. The Buyer is hereby on notice that the software is protected under copyright laws and international treaties.
Limitation of Liability
Episentum’s total liability arising out of, connected with, or resulting from these Terms and Conditions or from the manufacture, sale or use of the Products shall be limited to i) a sum equivalent to the total amount paid by the Buyer to Episentum for Products under the purchase order to which the claim relates or ii) EUR one thousand (1,000), whichever is lower. In no event shall Episentum be liable to the Buyer for any loss of production or profit, loss of use, loss of data, loss of contracts or for any other consequential, economic or indirect loss whatsoever under these Terms and Conditions or otherwise relating to the manufacture, sale or use of the Products. Except as specifically set out in these Terms and Conditions, Episentum shall not be bound by any warranty, representation, statement, advice or recommendation, whether oral or in writing, made in relation to the use of the Products on its website, in product catalogues, product literature, marketing material or otherwise.
The Buyer agrees to indemnify and hold Episentum and its Affiliates harmless from and against any and all costs, liabilities, losses, and expenses that Episentum or its Affiliates suffers or incurs arising from or related to any breach by the Buyer of these Terms and Conditions. The Buyer agrees to indemnify and hold Episentum and its Affiliates harmless from and against any and all costs, liabilities, losses, and expenses resulting from any claim, suit, action, or proceeding brought by any third party against Episentum or its Affiliates alleging or arising from or related to any breach by the Buyer of these Terms and Conditions.
Episentum shall be relieved from liability for failure to perform of any of its obligations to the extent such performance is prevented by any circumstances beyond its reasonable control including but not limited to strikes, lock outs or labour disputes of any kind (whether relating to its own employees or others), fire, flood, explosion, natural catastrophe, military operations, blockade, sabotage, revolution, riot, civil commotion, war or civil war, plant breakdown, computer or other equipment failure or inability to obtain equipment, material or transportation, or other circumstances of similar importance.
Governing Law and Disputes
These Terms and Conditions shall be governed by and construed in accordance with the substantive laws of Sweden. Any dispute, controversy or claim arising out of, or in connection with these Terms and Conditions shall settled by the courts of Sweden, with the district court of Stockholm as first instance.
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Episentum, Episentec, EpiGrammer, the Episentum logo, and the Episentec logo are trademarks of Episentum AB. Episentec and EpiGrammer are registered Swedish trademarks of Episentum AB. The products and technologies of Episentum AB are covered by pending patents. All third party trademarks are the property of their respective owners.