Sales and delivery conditions

These terms of sale and delivery apply between Vetnordic A/S (hereinafter referred to as "Vetnordic") and the customer (hereinafter referred to as "the Customer") for all sales, unless modified by written agreement.

**1. Contact and company information

Vetnordic A/S Nyvang 15, 1. sal 5500 Middelfart

CVR no. 43145975

The customer can contact Vetnordic during our opening hours which are: Monday - Friday 9.00 - 17.00.

2. Conclusion of the agreement

The purchase offer is accepted when the Customer has received Vetnordic's order confirmation. The Customer should check the order confirmations sent. The terms and conditions together with Vetnordic's order confirmations constitute the entire contractual basis. The Customer's purchasing conditions printed on orders or otherwise communicated to Vetnordic shall not form part of the contractual basis.

Changes and additions to the contractual basis require a separate written agreement.

3. Cancellation and modification of orders for utensils.

The Customer may change or cancel an undelivered order by written agreement with Vetnordic.

4. Prices

All prices are in EUROs (EUR) and are exclusive of VAT. All prices are current prices and Vetnordic may change these from time to time, but not in respect of products already ordered.

Reservations are made for price changes, proofreading errors and other circumstances that may lead to incorrect prices being stated. In such a case, Vetnordic is entitled to cancel a concluded agreement and shall not be liable for any loss resulting from this.

5. Delivery.

Products are delivered DDP to the customers address, Incoterms 2020. Details of delivery time and place will be stated in the order confirmation.

The Customer must inspect the purchased goods upon delivery. If the Customer discovers a defect, this must be reported immediately in writing to Vetnordic. If a defect that the Customer discovers or should have discovered is not immediately notified in writing, it cannot subsequently be asserted against Vetnordic.

6. On delivery

Parcels for companies and other organizations are delivered to their premises. The Customer can track their shipment in GLS’ parcel tracking and thus prepare for the arrival of the delivery. If the delivery fails (for example, the courier (GLS) does not meet staff at the clinic), an arrival notice is left at the address (if possible). The shipment is returned to the distribution center to wait for a second delivery attempt.

**7. Right of return

The customer has a one-month right of return after delivery, provided that the product is returned in the same condition as it was received, so that the product can be resold as new.

Customised products that are specially made for a customer can only be returned after written agreement.

Sterile products are returned in unbroken and undamaged original packaging. The original packaging must be protected by an outer packaging during return transport.

A return label and instructions are enclosed with the delivery, which must be used when returning the product. If the return label is lost, the Customer can contact Vetnordic's customer service.

8. Delay

Vetnordic shall inform the Customer of any expected delays in delivery and at the same time state the reason for the delay and the new expected delivery time.

If Vetnordic does not deliver within 6 working days after the agreed delivery time for reasons for which the Customer is not responsible and delivery is not made within a reasonable period of at least 3 working days, the Customer may cancel the order(s) affected by the delay without notice by written notification to Vetnordic. The Customer has no other rights in respect of delayed delivery.

Vetnordic can under no circumstances be held liable for the Customer's indirect losses as a result of a delayed or non-delivery. Furthermore, Vetnordic can only be held liable for direct losses in the event of a material breach of the agreement by Vetnordic, provided that the Customer can prove that he has suffered a loss as a result of the delay.

9. Payment.

Vetnordic's payment terms are current month + 14 days from the invoice date unless otherwise agreed in writing.

If the Customer fails to pay by the last due payment date and the delay is not caused by Vetnordic, Vetnordic shall be entitled to charge default interest from the due date at 2% per month or part thereof and to charge payment for all invoiced and delivered goods, regardless of previously agreed credit terms.

10. Retention of title and security

Vetnordic retains title to the products sold, regardless of whether delivery has taken place, until the full purchase price and any interest/fees have been paid.

Vetnordic shall at any time in connection with or after the conclusion of the agreement be entitled to demand adequate security for Vetnordic's total costs in connection with the agreement.

11. Defects

If the Customer discovers a defect that the Customer wishes to invoke, it must immediately notify Vetnordic in writing. If a defect that the Customer discovers or should have discovered is not immediately notified in writing to Vetnordic, it cannot be invoked later. In any case, defects cannot be claimed later than 1 year after delivery. The decisive factor for the assessment of a defect is that the defect, or its cause, has been present at the time of delivery and at the same time is either beyond expectation or of a safety-related nature. The Customer shall provide Vetnordic with the information requested by Vetnordic regarding a notified defect.

Within a reasonable time after Vetnordic has received notification from the Customer and investigated the claim, Vetnordic shall contact the Customer regarding the complaint. The Customer shall send products or parts to Vetnordic upon request. The Customer bears the costs and risk of the shipment to Vetnordic. Vetnordic bears the costs and risk of the return shipment to the Customer if there is a defect.

Vetnordic may choose to remedy any defects by: (i) exchanging the product, (ii) replacing or repairing defective parts or the entire product, or (iii) sending parts to the Customer for the Customer's own replacement or repair.

If Vetnordic fails to remedy a defect, for reasons for which the Customer is not responsible, within a reasonable time after Vetnordic has recognised the existence of a defect and the defect has not been remedied within a reasonable period of at least 6 working days, the Customer may cancel the purchase of the product(s) affected by the defect without notice by written notice to Vetnordic. The Customer shall have no other rights in respect of defects in products than those expressly stated in this clause 11.

**12. Limitations of liability

Vetnordic's liability for defects shall not exceed 2% of the Customer's total purchases from Vetnordic in the previous calendar year.

Notwithstanding any terms to the contrary, Vetnordic shall not be liable to the Customer for indirect losses, including but not limited to loss of production, sales, profit, time, goodwill or data and the costs of their restoration, unless the loss is caused intentionally or grossly negligent. To the extent that Vetnordic may be held liable towards third parties, the Customer shall be obliged to indemnify Vetnordic to the extent that such liability exceeds the limits set out above.

All deliveries from Vetnordic are exclusively for veterinary use. Vetnordic is responsible for the content and legal correctness of the products, but can in no case be held liable for the products not being used correctly.

**13. Product liability

Vetnordic shall be liable with regard to damage caused by the delivered products to the extent that such liability follows from mandatory legislation. The Customer shall indemnify Vetnordic to the extent that Vetnordic may incur product liability in addition to this.

**14. Discharge from liability - force majeure

The following circumstances shall discharge Vetnordic from liability if they occur after the conclusion of the contract and prevent its fulfilment:

Labour disputes, strikes, lock-outs and any other circumstance beyond the control of the parties, such as fire, epidemic, war, unforeseen military call-up of similar magnitude, acts of sabotage, seizure, currency restrictions, riots and civil commotion, shortage of means of transport, general scarcity of goods, restrictions on motive power, and shortages in deliveries from subcontractors or delays in such deliveries caused by any of the circumstances mentioned in this clause.

The party wishing to invoke any of the said circumstances shall notify the other party as soon as possible of the event that has occurred and when it is expected to cease.

Both parties are entitled, by written notice to the other, to terminate the agreement when its fulfilment within a reasonable time becomes impossible due to any of the circumstances mentioned in clause 14.

15. Applicable law and jurisdiction

The parties' dealings shall in all respects be governed by Danish law.

Any dispute that may arise in connection with the parties' dealings shall be settled by a Danish court.

Disputes concerning the Customer's non-payment for deliveries may be brought by Vetnordic at the Customer's home court, notwithstanding the above provision on jurisdiction.