Terms & Conditions

CelVivo General Terms and Conditions

 Revision: 2021-10-26

Applicable for: ClinoStar, ClinoReactor and auxiliary devices.
These General Terms and Conditions (“General Terms”) applies to all products (“Products”) sold by CelVivo ApS (“CelVivo”).

The General Terms shall constitute an appendix to a purchase agreement, order confirmation or documents of a similar nature, which together constitutes the Parties agreement (the “Agreement”).

The purchasing entity will throughout this document be known as the “Buyer” while “Party” and “Parties” refers to either Party of this agreement or both “Parties together.

These General Terms will supersede any general terms and conditions of the Buyer.

Email shall be considered sufficient wherever “written” is used in these General Terms.

Order placement

Products shall be ordered in written and no order shall be considered binding until CelVivo has confirmed the order. The order confirmation shall contain information on the quantity, price and estimated delivery time. Each order is subject to the General Terms regardless of any provisions in the Buyers order.

Should CelVivo experience delays impacting the agreed delivery time, CelVivo will notify the Buyer of such delays. CelVivo is entitled to delay delivery by up to sixty (60) business days within these General Terms.

Payment

All purchases of Product are subject to the prices defined in CelVivo’s pricelist at the time the order was received. Prices are subject to change at any time at CelVivo’s discretion.

Unless the Parties has agreed otherwise in writing payment for Products under this General Terms shall be made no later than thirty (30) days from the date of invoice. Payments are to be made in the currency invoiced by CelVivo.  CelVivo can require advance payment of up to 50% of the total order value to be paid no later than eight (8) dates from the Buyer receiving the order conformation.

The Buyer is not entitled to withhold payments to CelVivo or to make reduction in the paid amount for fees, expenses, claims or other amount owed, or claimed to be owed, to Buyer form CelVivo originating from this agreement or other agreements.

CelVivo is entitled to claim fees and interest on the owed amount in the case of Buyers late payment. The interest will be set at the reference rate determined by the Central Bank of Denmark (“Nationalbanken”) with an addition om 10 percentage points.

CelVivo is not responsible for additional customs fees and tariffs.

The ownership of the Products will remain with CelVivo until the Buyer has made full payment.

Service

CelVivo shall be solely responsible for, and entitled to, carry out after sales service and repairs on all Products.

Delivery

CelVivo will ensure delivery of new and returned, upgraded, or repaired Products to the Buyer under the term DAP (Incoterms 2010) at location agreed between the parties. All transports in connection with replacement or return of Products shall be at the risk of the Buyer.CelVivos will carry the transport expense if the cause of the return is due to malfunctions covered by warranty, if the cause of the return is caused by other reasons the buyer will lift the transportation cost. The Buyer must comply with the instructions for CelVivo on how to return the equipment.

CelVivo is entitled to make partial deliveries.

The Buyer shall immediately following each delivery of any Product inspect the Product in order to identify any external damage and to ensure that the delivery is in accordance with the order. Any defects or deficiencies which are detected in conjunction with delivery shall immediately be reported in writing. CelVivo is entitled to inspect any goods reported. Should the Buyer not report damages within reasonable time the right to claim shall be regarded as waived.

CelVivo is not responsible for delays in delivery or the inability to deliver from the carrier. CelVivo cannot be made responsible for damages attributed to improper handling during delivery.

Liability

CelVivo will remedy defects in the Products originating from faulty design, materials, production and similar that can be attributed to CelVivo. CelVivo’s liability is limited to defects appearing withing the first 24 months from the date when the Product was delivered.

CelVivo is only liable for defects that may appear under the Products intended use. The liability does not cover defects resulting from improper use, lack or faulty maintenance, incorrect use of consumables, using not approved consumables, incorrect storage or placement of the Product by the Buyer or changes to the product made by the Buyer. The liability does not cover normal wear and tear of the Product.

The Buyer must make CelVivo aware of any defects without undue delay after the defect has been discovered. The notification must be given in writing containing a detailed description of the defect and how the defect manifests itself.  Should the defect not been reported within reasonable time or after the expiry of the liability period the right to claim shall we regarded as waived. The right to claim is also deemed as waived if the defect is suspected to cause damage to the Product and the Buyers has not ceased to operate the Product after the defect became apparent to the Buyer.

If the Buyer reports a defect, which CelVivo investigates under its obligations under these Terms and Conditions, and if such defect is found not to be existent or valid, CelVivo has the right to invoice the Buyers for the time and materials spent investigating the alleged reported defect.

CelVivo has the possibility to repair or replace the Product as CelVivo’s discretion following a reported defect. The Parties can agree to a reduction in the purchase price as a remedy of a defect. Should CelVivo not fulfill its obligation to remedy the defect the Buyer can request a return of the Product. The Buyers can request this after having notified CelVivo in writing of its intention to return the product and given CelVivo reasonable time to try to remedy the defect.

Should a Product or parts of a Product be recalled by CelVivo the Buyer immediately stop using the Product and assist in returning the Product to CelVivo following the instructions given. In this event CelVivo will compensate the Buyer.

CelVivo have no liability for defects besides the ones stipulated above. CelVivo cannot be held liable for any indirect loss or damages including but not limited to loss of business, loss of data, business suspension or any other indirect losses.

Buyer must hold CelVivo harmless in the case the CelVivo incurs liability towards third parties.

CelVivo is liable for claims made in accordance with the law for personal injury or property caused directly by the Product. The Buyer must immediately notify CelVivo in writing of claims in connection with CelVivo’s product liability. In order for CelVivo to ascend to its obligation requires CelVivo’s has the possibility to control, defend or settle any requirements made against CelVivo.

The aggregated liability of any claim under these General Terms shall be limited to the refund of the purchase price of the Products with respect to which the loss, damage or breach occurred.

CelVivo will maintain a product liability insurance in accordance with customary conditions.

Rights & trademarks

All rights including intellectual property rights, covering patents, design rights, trademarks, know-how or similar, related to the Products and any documentation, manuals, operating instructions or similar is the exclusive property of CelVivo. The Buyers purchase of Products or related services does not constitute a transfer of ownership of any rights of CelVivo or in any other way give the Buyer proprietary rights of CelVivo’s intellectual property rights.

In the case that the Product contains software (“Software”), the CelVivo retains the right to update the Software and associated documentation, interfaces, data and similar. All Software in the Products is licensed to the Buyer and may be used in accordance with the End-user license agreement (“EULA”). CelVivo retains all ownership of the Software. Besides the right to use the Software the Buyer has not rights over the delivered Software. The Buyer may not alter, or try to alter, the software in any way.

The Product and Software may only be used in accordance with these General Terms following the manual and operating instructions. The Product and Software may not be used for illegal activity or in a way that is or can be seen as harmful, abusive, offensive or may infringe the rights of CelVivo or in any other way harm CelVivo. All use of the Product and Software must be in line with local laws and regulations.

Neither party will have the right to transfer, assign or delegate its rights or obligations under this Agreement or any portion thereof without the prior written consent of the other party. CelVivo may however assign this Agreement or parts thereof to a subsidiary, or successor corporation without such consent.

Force majeure

Neither Party shall be liable to the other Party for losses resulting from circumstances of an unusual nature, which prevent(s) performance of a contract, if these occur after the conclusion of the contract and are beyond the Parties’ control, including: War, pandemic, insurrection, civil unrest, natural disasters, public seizure, prohibition of import or export, interruption of normal communications, including energy, and similar conditions of the relevant suppliers.

Do any of the above circumstances occur, the affected Party is entitled to defer fulfilment of its obligations under the Agreement for up to 30 days, after which each of the Parties has the right to terminate the Agreement with immediate notice.

The Party who will invoke any of the above circumstances shall without undue delay give written notice to the other Party.

Confidentiality

As part of the fulfillment of its obligations Buyer or CelVivo may disclose confidential information (“Confidential Information”), including but not limited to:

  • All know-how
  • Any other technical or commercial information:
    • transmitted in documents, models or other tangible form marked at the time of disclosure or otherwise expressly or presumably stated to be disclosed in confidentiality; and
    • which is disclosed orally and which the disclosing party or its representatives have characterized as confidential at the time of disclosure
  • Any sample or article in which the information is incorporated or derived from the information, whether supplied by the disclosing party
  • Any copies of the above
  • Any communication or record relating to the foregoing which has been orally transmitted

The Parties have agreed to

  • Maintain confidentiality of the Confidential Information;
  • Not disclose the Confidential Information or allow it to be disclosed, in whole or in part or in summary form, to third parties without the prior written consent of the disclosing party, except as provided in the section below;
  • Use the Confidential Information only to the extent necessary to fulfil the purpose of the cooperation;
  • Ensure that the Cconfidential Information and ccopies are protected against theft and unauthorized access and that no one obtains unauthorized access to the Confidential Information; and
  • Notify the disclosing party promptly if the rreceiving party becomes aware of an unauthorized person’s possession or use or knowledge of the Confidential Information, and to provide any assistance requested by the Disclosing Party in connection with such unwarranted possession, use or knowledge.

The mentioned restrictions regarding use, disclosure and copying of the Confidential Information do not apply to Confidential Information:

  • Which were publicly available at the time they were received from the disclosing p
  • Which the rreceiving party was aware of before being received from the disclosing p
  • Developed by employees of the rreceiving party who have not directly or indirectly used or had access to or knowledge of the Confidential Information.
  • Subsequently become publicly available without this being due to non-compliance with the a
  • Received from a third party who holds the Confidential Information legitimately and who is entitled to disclose it to the public.
  • Which the Receiving Party is required to disclose in accordance with the law, applicable accounting rules, stock exchange rules or under a competent court decision; or
  • Which it is strictly necessary to disclose in connection with a dispute, arbitration or similar legal proceedings relating to the a

If the receiving party considers itself to be subject to an exception specified above, the rreceiving party shall promptly notify the disclosing party thereof and document the exceptions specified above. The burden of proof rests with the rreceiving party.

If it is legally necessary in accordance with the paragraph above that the receiving party or one of the rrepresentatives of the receiving party discloses the Confidential Information in connection with a legal action, the receiving party shall immediately and prior to such disclosure notify the disclosing party so that the disclosing party may seek to obtain issued a ban or other appropriate legal action

Warranty

CelVivo can not in any way be made responsible for consequential losses or downtime caused by the lack of features, issues or lack of performance attributed to of our products.

Alterations or repairs made to the products by a party not approved by CelVivo will be regarded as a void of the warranty and guarantee. CelVivo does not in any way guarantee the safety or performance of the Products should unauthorized repairs or alterations have been made. CelVivo does not in any way guarantee the safety or performance of the Products if the Product has not been used in line with the manual and/or operating instructions including but not limited to wrong voltage, operating conditions or any other form for neglect of the Buyer. CelVivo is not responsible for damages attributed to use of outdated information even if these have been supplied by CelVivo. The Buyer must ensure using an updated system and utilizing the latest manuals which can be found on the Customer Portal of CelVivo’s homepage or will be distributed on request.

The ClinoStar® has a warranty of 1 year from delivery date.

CelVivo’s warranty is not applicable for any damages resulting from an accident.

The warranty will be voided and CelVivo shall not be responsible if the guidelines for service and maintenance as set out in the manual has not been followed.

CelVivo’s warranty is only applicable for functional components and does not cover cosmetic damages to the Product, for instance but not limited to scratches or dents on the Product surface or non-functional impacting damages to the product interior.

Consumables, including but not limited to the ClinoReactor, are not covered by the warranty.

Cost for repair and transport will be covered by the Buyer in the case that a repair is outside the Warranty.

Miscellaneous

If applicable the delivered Product has been tested, validated and approved against relevant industry and/or market specific standards. Details can be found in the user manual accompanying the product.

This Agreement shall be governed by and is construed in accordance with the internal law (and not the law of conflicts) of Denmark.

Any dispute shall be attempted to be settled via mediation. Either Party is entitled to give notice to the other of commencement of mediation proceedings with suggestions for a mediator. A mediator shall lay down his/her own rules of procedure, but the Parties are obliged to participate in at least one mediation meeting. Any mediation proceedings shall be in English. If the Parties fail to agree on the appointment of a mediator within 14 days from the notice of commencement of mediation proceedings, either party is entitled to request that a mediator is appointed by the Danish Mediation Institute (www.mediationsinstituttet.com) and that mediation is conducted in accordance with the rules of procedure of the Danish Mediation Institute applicable from time to time. The venue shall be Copenhagen, Denmark. The appointment shall be binding on the Parties. If the dispute is not resolved within 30 days from the appointment of a mediator, either Party may seek/continue to have the dispute resolved as stated below. The costs for a mediator shall be shared equally between the parties.

The above agreement on mediation shall not prevent the initiation of arbitrational proceedings. However, a Party’s failure to comply with the above agreement on mediation shall entitle the other Party to a contractual penalty in the amount of DKK 250,000.

Any unresolved dispute shall be finally settled by arbitration arranged by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The language of the arbitration shall be English, and the venue shall be Copenhagen, Denmark. The arbitration and the results of the arbitration shall be kept confidential by the Parties. Notwithstanding the foregoing, CelVivo is entitled to initiate court proceedings at the ordinary courts of Buyers domicile country.

Terms and conditions for demonstrations

Background and explicit purpose
The Lender is one of the world’s leading manufacturers of Advanced 3D Cell and Tissue Culture Equipment
The Borrower wish to lend a prototype of ClinoStar® (“Equipment”) from Lender in order to test the functionalities and the like (“Arrangement”). This Equipment Lending Agreement therefore governs the Parties’ rights and obligations related to such Arrangement.

Conditions for Arrangement
The Equipment shall be shipped by Lender to Borrower at the expense of Lender.
The Equipment is lent to Borrower as is and without any guarantees or warranties.
The Equipment shall be placed at the premises of Borrower and shall adequately store and protect the Equipment from any damages, fire, theft or other incidents which may damage or reduce the value of the Equipment save for normal wear and tear. The Borrower bears the risk for the Equipment.
The Equipment must not be used for any of Lender’s competitor’s products now or later. Borrower must return the Equipment to Lender free of charge if Borrower intends to use the Equipment for Lender’s competitors’ products.
Return of Equipment by Borrower to Lender at the end of the Lending Period shall be performed using the forwarder appointed by the Lender and at Lender’s risk and costs.
Ownership to the Equipment will remain with Lender during the Lending Period. The Equipment is a prototype.
The Equipment is used for testing with the purpose of investigating if the equipment should be purchased.

Equipment Value and lending amount
The principal value of the Equipment as per the latest signature date is EUR 19.000 (“Equipment Value”). The lending of the Equipment is free of charge.

Lending Period
The Lending Period is specified on the demo order form.
Immediately after termination of the lending period the Equipment should be returned to CelVivo using the appointed forwarder
Failure to return the Equipment within 4 weeks after end Lending period will be consider as a purchase and the Equipment will be invoiced, and the borrower hereby guarantees the payment of the Equipment Value.

Undertakings by Borrower
Borrower undertakes:
Not to sell, transfer, lease, lend, pledge or otherwise provide as security or otherwise dispose of all or any part of the Equipment to any third party without Lender’s prior written consent during the Lending Period.
To return all the Equipment immediately if the controlling interest of Borrower is transferred or assigned.

Liability
CelVivo is only liable for defects that may appear under the Products intended use. The liability does not cover defects resulting from improper use, lack or faulty maintenance, incorrect use of consumables, using not approved consumables, incorrect storage or placement of the Product by the Borrower.

Return of Equipment
In the event that the Equipment cannot be returned to Lender in a satisfactory and fully functional condition save for normal wear and tear as per any of the provisions in this Agreement, the Borrower hereby guarantees the payment of the reduced value of the damaged Equipment save for normal wear and tear.

Contact

Customer inquiries can be directed to

CelVivo ApS
Ny Vestergaardsvej 21, 1 sal
3500 Værløse
Denmark

Phone: +45 70 228 228
Mail: info@celvivo.com

Returns of parts or products must be sent to:
Prior to returning a product, the Buyer must ensure that the equipment has been cleaned and does not constitute any hazards. This must be documented by filling out and signing the decontamination sheet which must be send to CelVivo before returning the equipment.

CelVivo ApS
Ny Vestergaardsvej 21, 1 sal
3500 Værløse
Denmark