Products and commercial supplies
Quotations, systems, hardware, spare parts, accessories, configured products and other physical supplies.
Danish Myo Technology A/S
Standard Terms & Conditions of Sale
These terms govern DMT quotations, orders, products, deliveries, services, software, installation, training, warranty handling and related commercial transactions unless otherwise expressly agreed in writing.
Applicable seller
The DMT entity identified in the quotation, order confirmation
or invoice.
Order acceptance
Orders become binding only when accepted by DMT in writing.
Written deviations
Different customer terms apply only when expressly accepted by
DMT in writing.
Important contract information
Which DMT entity is the seller?
Check the quotation
The selling entity is identified in the applicable DMT
quotation, order confirmation or invoice.
Group-company fulfillment
An order may be supplied, shipped, installed or serviced
through another DMT group company or service partner.
Specific written terms prevail
Express deviations stated in an accepted quotation or written
agreement take precedence where applicable.
These terms are provided for reference. Customers should review
the applicable quotation, order confirmation and invoice for the
specific selling entity, delivery term, currency and any agreed
deviations.
Scope and acceptance
When these terms apply
These Standard Terms and Conditions of Sale apply to supplies made by the DMT entity identified as seller, unless that entity expressly accepts different terms in writing.
Software and technical services
Software licenses, installation, training, support, maintenance, calibration, repair and other services.
Customer purchase terms
Purchase-order, tender or procurement terms submitted by the customer do not apply unless DMT expressly accepts them in writing.
Complete terms
Terms & Conditions of Sale
The following provisions apply to the applicable DMT selling entity identified in the quotation, order confirmation or invoice.
Applicable Seller and Acceptance
These Standard Terms and Conditions of Sale apply to all quotations, order confirmations, sales, deliveries, services, spare parts, accessories, software, training, installation, maintenance and other supplies by the DMT entity identified in the applicable quotation, order confirmation or invoice as the seller (“DMT”), unless otherwise expressly agreed in writing by that selling entity.
The selling entity may be Danish Myo Technology A/S, DMT-USA Inc. or another DMT group company.
The customer’s contract is with the DMT selling entity identified in the applicable quotation, order confirmation or invoice. DMT may perform, supply, ship, install, service or otherwise fulfil an order through one or more DMT group companies, affiliates, subcontractors, logistics providers or service partners.
Where a product is shipped directly from Danish Myo Technology A/S or another DMT group company to the customer, the shipment is made on behalf of the applicable DMT selling entity unless otherwise expressly stated in writing.
By placing an order with DMT, the customer accepts these Standard Terms and Conditions of Sale. Any terms submitted by the customer, including purchase, procurement, tender or purchase-order terms, shall not apply unless expressly accepted in writing by DMT.
Quotations and Orders
All quotations issued by DMT are valid for the period stated in the quotation. If no validity period is stated, the quotation is valid for thirty (30) days from the quotation date.
An order is binding only when accepted by DMT in writing, including through an order confirmation, invoice or written email confirmation.
DMT may reject any order at its discretion, including where products are unavailable, export approvals are required, payment terms are not approved or the order conflicts with applicable laws or regulatory requirements.
Prices
Prices are stated in EUR, USD or another currency specified in DMT’s quotation or order confirmation.
Unless expressly stated otherwise, prices exclude VAT, sales taxes, customs duties, import duties, tariffs, freight, insurance, bank charges, withholding taxes and other taxes, fees, charges or governmental levies.
The customer is responsible for all taxes, duties, fees and charges applicable to the order, except taxes based on DMT’s own income.
For deliveries within Denmark, Danish VAT will be charged at the applicable rate. For deliveries to customers within the European Union, the customer must provide a valid VAT number where required. If the customer does not provide a valid VAT number, DMT may charge Danish VAT at the applicable rate.
For sales by DMT-USA Inc. or deliveries within the United States, applicable sales, use, excise or similar taxes may be charged unless the customer provides a valid exemption certificate. Unless expressly included in DMT’s quotation or order confirmation, such taxes are not included in the product price.
Price Adjustments
DMT may adjust prices before delivery if currency fluctuations, supplier price increases, raw-material costs, freight costs, duties, taxes, tariffs, energy costs, regulatory costs or other external costs materially affect DMT’s cost of supplying the products or services.
DMT will notify the customer of any price adjustment before delivery. If the adjustment materially increases the total order price, the customer may cancel the affected order within five (5) business days after receiving notice.
This cancellation right does not apply to custom-made products, specially procured products, configured systems, spare parts ordered specifically for the customer or products already shipped.
Payment
Unless otherwise agreed in writing, payment terms for approved account customers are net thirty (30) days from the invoice date. The invoice date is normally the shipment date.
DMT may require full or partial prepayment, payment before shipment, a deposit or other payment security, including for new customers, custom orders, large orders, distributor orders, customers outside approved credit terms or customers with overdue amounts.
All payments must be made in full without deduction, set-off, counterclaim, withholding or deduction of bank charges, unless required by mandatory law.
If payment is overdue, DMT may charge interest at 1.5% per commenced month, or the maximum rate permitted by applicable law, whichever is lower.
DMT may suspend further deliveries, services, support, warranty processing, software access or order acceptance until all overdue amounts have been paid.
The customer shall reimburse DMT for reasonable collection costs, legal fees and expenses incurred in recovering overdue amounts.
Cancellation and Changes
Orders may be cancelled or changed only with DMT’s prior written approval.
If DMT accepts cancellation before delivery, DMT may charge a cancellation fee of ten percent (10%) of the original purchase price.
For custom-made products, specially configured systems, special-order components, products already in production, products already shipped or products procured specifically for the customer, the customer shall pay DMT’s incurred costs, committed costs and reasonable cancellation charges. These charges may exceed ten percent (10%) of the original purchase price.
DMT may reject cancellation or change requests after shipment.
Delivery and Shipment
Delivery dates, dispatch dates and lead times stated by DMT are estimates only unless expressly confirmed by DMT in writing as binding.
DMT will use reasonable efforts to dispatch products within the estimated timeframe. DMT shall not be liable for loss, damage, cost or expense arising from delay in dispatch or delivery.
Unless otherwise stated in DMT’s quotation or order confirmation, delivery is Ex Works the applicable DMT facility, Incoterms 2020.
For sales by DMT-USA Inc. to customers in the United States, unless otherwise stated in DMT’s quotation or order confirmation, delivery is DDP to the customer’s delivery address in the United States, Incoterms 2020.
DMT may fulfil an order by direct shipment from Danish Myo Technology A/S or another DMT group company, even where the customer’s contract is with a different DMT selling entity.
If DMT arranges shipment, DMT may select the carrier and shipping method it considers appropriate. Freight, insurance, handling, customs clearance, duties, taxes and related charges may be added to the invoice unless included in the quotation or order confirmation.
DMT may make partial or split shipments at its discretion. Each shipment may be invoiced separately.
Export orders are conditional upon DMT obtaining any required export licence, governmental approval, customs clearance or regulatory authorisation.
Risk and Title
Risk of loss or damage passes to the customer in accordance with the delivery term stated in DMT’s quotation, order confirmation or these terms.
Unless otherwise stated, risk passes when the products are made available at the applicable DMT facility under Ex Works the applicable DMT facility, Incoterms 2020.
For sales by DMT-USA Inc. to customers in the United States under DDP, risk passes when the products are placed at the customer’s disposal at the named destination in the United States, ready for unloading.
Title remains with the applicable DMT selling entity until that selling entity has received full payment for the products and all related charges. Retention of title does not affect the passing of risk.
Until title passes, the customer shall keep the products identifiable, properly stored, insured and free from liens or third-party rights. The customer shall not pledge, transfer, dispose of or modify unpaid products without DMT’s prior written consent.
Where required to give effect to DMT’s retention of title, the customer shall cooperate with DMT in completing any registration, filing or other legal formality.
Inspection and Delivery Claims
The customer shall inspect all products promptly upon delivery.
Claims concerning visible transport damage, shortage, incorrect products or other visible delivery discrepancies must be notified to DMT in writing within seven (7) days after delivery.
The customer must retain all packaging and shipping materials for inspection where transport damage is suspected. Transport damage should be reported immediately to the carrier and then to DMT.
Claims concerning latent defects or warranty matters are handled under DMT’s separate Warranty Terms and Conditions.
Failure to notify DMT within the applicable notice period may result in rejection of the claim, except where prohibited by mandatory law.
Warranty
Warranty terms for DMT products are governed by DMT’s separate Warranty Terms and Conditions applicable at the time of order acceptance, unless otherwise expressly agreed in writing by DMT.
DMT’s warranty obligations are limited to those expressly stated in the applicable Warranty Terms and Conditions.
No other warranties, representations or conditions apply, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement or suitability for a specific experiment, protocol, method, application or regulatory use, to the maximum extent permitted by law.
The customer is responsible for ensuring that DMT products are suitable for the intended use and are installed, maintained, cleaned, calibrated and operated in accordance with DMT manuals, specifications, protocols and written instructions.
Read the complete
DMT Warranty Terms and Conditions
.
Returns and RMA
A Return Material Authorization (“RMA”) number is required for all product returns, including warranty, service, repair and inspection returns.
Warranty returns are governed by DMT’s separate Warranty Terms and Conditions.
Products returned without an RMA number may be rejected or returned to the customer at the customer’s cost.
The customer is responsible for proper packaging of returned products. Products damaged due to improper or inadequate packaging may be rejected, repaired at the customer’s cost or returned to the customer.
Unless otherwise agreed in writing, the customer is responsible for freight, insurance, customs clearance, duties, taxes and related charges for return shipment to DMT.
If DMT determines that a returned product is not defective, is outside warranty or has been damaged by causes not covered by the applicable Warranty Terms and Conditions, DMT may charge the customer for inspection, testing, repair, replacement, return shipment and related costs.
Software
Software supplied by DMT is licensed, not sold.
Use of DMT software is subject to DMT’s applicable software licence terms, as amended from time to time.
In the event of conflict between these Standard Terms and Conditions of Sale and DMT’s software licence terms, the software licence terms shall prevail with respect to software use.
The customer shall not copy, modify, reverse engineer, decompile, distribute, sublicense or otherwise misuse DMT software except as expressly permitted by DMT’s software licence terms or mandatory law.
Installation, Training and Services
Where DMT provides installation, training, maintenance, support, calibration, repair or other services, the customer should provide timely access, suitable facilities, utilities, equipment, personnel, safety conditions and information reasonably required by DMT.
Unless included in DMT’s quotation or order confirmation, travel time, travel expenses, accommodation, waiting time, additional visits and out-of-scope work may be invoiced separately.
If a scheduled service visit is cancelled, postponed or delayed by the customer, DMT may charge reasonable cancellation costs, travel costs, waiting time and other expenses incurred.
DMT is not responsible for delays, additional costs or unsuccessful service outcomes caused by unsuitable site conditions, unavailable customer personnel, missing or third-party equipment, unauthorised modifications or incomplete information supplied by the customer.
Specifications and Product Changes
DMT continuously improves its products and may change product design, specifications, components, software, documentation, photographs, drawings, brochures, manuals and published descriptions without notice.
Products may differ slightly from descriptions, photographs, drawings or illustrations in catalogues, brochures, product sheets, manuals, websites or other materials.
DMT supplies products in accordance with its specifications. Unless expressly agreed in writing, DMT does not warrant that products are suitable for a specific application, experiment, protocol, regulatory purpose or customer-specific use.
Regulatory Use and Customer Responsibility
The customer is responsible for determining whether products are suitable for the intended use, application, laboratory procedure, regulatory environment and local legal requirements.
Unless expressly stated by DMT in writing, DMT products are supplied for research and laboratory use and are not supplied for diagnostic, therapeutic, clinical, surgical or patient-use purposes.
The customer is responsible for all permits, approvals, registrations, validations, qualifications and regulatory compliance required for the use, import, installation, operation or resale of the products.
Export Control, Sanctions and Import Compliance
The customer shall comply with all applicable export-control, sanctions, customs, import and trade-compliance laws and regulations, including, where applicable, those of Denmark, the European Union, the United States and the destination country.
The customer shall not export, re-export, transfer, resell or use any DMT product, software, technology, documentation or service in violation of applicable export-control or sanctions laws.
The customer shall not supply DMT products, software, technology, documentation or services to a restricted party, sanctioned party, embargoed country, prohibited end-user or prohibited end-use.
DMT may suspend, delay or cancel an order without liability if DMT determines that shipment, delivery, service, support, payment or performance may violate applicable export-control, sanctions, customs, import or trade-compliance requirements.
The customer is responsible for obtaining and maintaining all import licences, customs clearances, local approvals, permits and authorisations required in the destination country, except where DMT is expressly responsible for import clearance under an applicable DDP delivery term.
Limitation of Liability
To the maximum extent permitted by applicable law, DMT shall not be liable for loss of profit, revenue, production, data, use, contracts, goodwill or time; business interruption; operating loss; laboratory downtime; failed experiments; replacement costs; or indirect, consequential, incidental, special, punitive or exemplary damages.
DMT’s total aggregate liability arising out of or in connection with any order, product, service, delivery, delay, defect, warranty claim or contract shall not exceed the amount paid by the customer for the specific product or service giving rise to the claim.
These limitations apply whether the claim is based on contract, warranty, tort, negligence, strict liability, product liability, statute, indemnity or another legal theory.
Nothing in these terms limits liability to the extent that such limitation is prohibited by mandatory law.
Product Liability and Misuse
DMT shall have no liability for damage, loss, injury, claim or cost caused by improper handling, improper operation, misuse, abuse, unauthorised repair, unauthorised modification, use outside specification or failure to follow DMT manuals, specifications, protocols, warnings or written instructions.
The customer shall indemnify and hold DMT harmless from claims, losses, damages, costs and expenses arising from the customer’s misuse, unauthorised modification, improper resale, regulatory non-compliance or use of products outside their intended purpose.
Force Majeure
DMT shall not be liable for delay or non-performance caused by circumstances beyond DMT’s reasonable control, including supplier delays, material shortages, transport disruption, customs delay, export or import restrictions, governmental action, sanctions, war, terrorism, civil unrest, labour disputes, epidemic, pandemic, natural disaster, fire, flood, energy shortage, cyber incident, infrastructure breakdown or other events beyond DMT’s reasonable control.
DMT may suspend performance, extend delivery times, allocate available products among customers or cancel affected orders without liability.
Confidentiality
Non-public technical, commercial, financial, pricing, product, software or business information disclosed by DMT shall be treated as confidential and shall not be disclosed to third parties or used for any purpose other than the customer’s purchase, evaluation, installation, operation or maintenance of DMT products.
This obligation does not apply to information that is publicly available without breach of these terms, lawfully known before disclosure, independently developed without use of DMT’s confidential information or required to be disclosed by law.
Governing Law and Disputes
These Standard Terms and Conditions of Sale and any contract between DMT and the customer shall be governed by Danish law, excluding its conflict-of-law rules, unless the applicable DMT selling entity expressly states otherwise in an accepted quotation, order confirmation, invoice or other written agreement.
The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Any dispute, controversy or claim arising out of or in connection with these terms, an order or a contract between DMT and the customer shall be finally settled by arbitration in accordance with the rules of the Danish Institute of Arbitration, unless the applicable DMT selling entity expressly states otherwise in an accepted written agreement.
The seat of arbitration shall be Copenhagen, Denmark. The language of arbitration shall be English.
Notwithstanding the above, DMT may bring proceedings before ordinary courts to collect unpaid invoices, protect intellectual property rights, enforce confidentiality obligations or obtain interim injunctive relief.
Miscellaneous
If any provision of these terms is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect.
Failure by DMT to enforce any provision shall not constitute a waiver of that provision or another provision.
The customer may not assign or transfer an order, contract, right or obligation without DMT’s prior written consent.
DMT may update these Standard Terms and Conditions of Sale from time to time. The version applicable to an order is the version in effect when DMT accepts the order, unless otherwise agreed in writing.
Commercial clarification
Questions about an order, quotation or delivery?
Contact DMT for clarification regarding ordering terms, payment, delivery conditions, installation, service, software licensing, returns or warranty handling. The applicable quotation, order confirmation or invoice should be included where possible.