NOVO IMAGING – B2B Terms & Conditions

1. Definitions

• Seller: NOVO IMAGING, as referenced in written offers, quotations, invoices, or order confirmations supplying products, parts, and/or services.

• Buyer: The individual, firm, company, or organization purchasing products, parts, and/or services from NOVO IMAGING.

• Product: Any goods, equipment, or devices, including any sub-devices.

2. Contractual Basis

2.1. Unless otherwise agreed in writing, all deliveries shall be governed by these Terms and Conditions.
2.2. These Terms supersede any of the Buyer’s terms and form an integral part of every order and/or agreement. Any Buyer’s terms attached to purchase orders are hereby declared null and void.
2.3. Any other terms or modifications shall only be binding if explicitly accepted in writing by the Seller.
2.4. Amendments stated directly on the Sales Order/Invoice shall prevail in case of discrepancies.
2.5. References to Incoterms are to the latest version available.
2.6. Revised versions of a Sales Order/Invoice supersede all prior versions.

3. Delivery

3.1. Unless stated otherwise, Seller provides only standard light packaging (secured on wooden pallets and wrapped in protective film).
3.2. Additional packaging (e.g., vapor packing, wooden crating) may be provided at Buyer’s request and expense, as explicitly stated on the Sales Order/Invoice.
3.3. Delivery occurs 14 days after both the Buyer’s full advance payment and the Seller’s receipt of the equipment from third-party suppliers.
3.4. Delays do not entitle Buyer to compensation; the Buyer may cancel only if delivery fails after three months beyond the scheduled date.
3.5. If the Buyer fails to collect goods within 30 days, storage fees will apply:

• MRI: €900/week

• Other equipment: €300/week

• Ultrasound/Mobile X-Ray/Mammo: €100/week
  3.6. Buyer bears responsibility for maintenance (e.g., liquid helium refilling) during storage.
  3.7. Risk transfers upon helium delivery into the MRI Cryostat.
  3.8. EXW sales require transporter verification using the Sales Order Number.
  3.9. For intra-EU sales, a signed CMR must be returned within 14 days of collection.
  3.10. For exports outside the EU, Buyer must ensure export declarations are closed within four weeks.
  3.11. Failure to comply may result in Seller invoicing full VAT.
  3.12. Seller reserves the right to withhold equipment until all associated costs are paid.
  3.13. If Buyer fails to retrieve goods within 3 months, Seller may resell the goods. Buyer remains liable for all related costs, lost profits, and a 15% cancellation fee.
  3.14. Buyer cannot dispute the resale price obtained by Seller.

4. Export Control Regulations

4.1. Buyer acknowledges that certain NOVO IMAGING products are subject to international export control laws (UN, EU, USA).
4.2. NOVO IMAGING reserves the right to suspend or terminate obligations if export or import licenses are denied or restricted.
4.3. Buyer must comply with all export regulations and indemnify NOVO IMAGING from any resulting damages or penalties.
4.4. These obligations survive termination of the Agreement and supersede conflicting terms.

5. Prices and Quotations

5.1. Quotations are valid for 10 days from the date of issuance.
5.2. All prices are exclusive of VAT or other applicable taxes.
5.3. Sales are subject to availability on a “first come, first served” basis.

6. Payment Terms

6.1. Unless otherwise stated, payment in full is required in advance before delivery or collection.
6.2. Late payments incur interest at 2% per month (24% per annum).
6.3. All bank fees must be borne by the Buyer.

7. Retention of Title

7.1. Goods remain the property of the Seller until full payment is received.
7.2. If Buyer takes possession before payment completion, ownership remains with Seller until payment is settled in full.
7.3. Sales Orders are valid for 10 days only; Seller may cancel thereafter.

8. Defects and Inspection

8.1. Unless specified otherwise, products are sold “as is, where is”, without warranty.
8.2. Illustrations and descriptions are for reference only.
8.3. Buyer must inspect goods within 48 hours of receipt; failure to notify Seller of defects within this period constitutes acceptance.
8.4. Material defects (exceeding 25% of order value) may justify cancellation; minor defects will be rectified within a reasonable time.
8.5. Buyer may not claim damages for defects or indirect losses.
8.6. Cosmetic issues or fair wear and tear are not considered defects.
8.7. Inclusion of manuals, calibration devices, or service keys is not guaranteed.

9. Disclaimer & Limitation of Liability

9.1. Seller is not liable for damages arising from equipment defects or usage.
9.2. Buyer assumes all product liability risks and must indemnify Seller against third-party claims.
9.3. Seller’s total liability is capped at 10% of the Sales Order value.
9.4. Seller is not responsible for indirect, incidental, or consequential losses, including loss of profit, goodwill, or business interruption.

10. Severability

If any clause is deemed invalid or unenforceable, the remaining provisions remain in full effect.

11. Insolvency

In case of Buyer insolvency or bankruptcy proceedings, Seller may terminate the Sales Order or Service Contract immediately, in whole or in part.

12. Governing Law and Jurisdiction

12.1. All disputes shall be governed by Danish law and settled in the Aalborg District Court.
12.2. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

13. Environmental Responsibility

13.1. NOVO IMAGING encourages all partners to uphold environmental and safety standards in handling medical equipment.
13.2. Electronic waste should be managed in accordance with European WEEE standards or equivalent local regulations.

ALL RETURNS ARE SHIPPED TO:

Novo Imaging ApS

Speditorvej 4A, 9000 Aalborg, Denmark

Accounting inquiries: [email protected]

Sales Inquiries: [email protected]