Terms and conditions

General Terms and Conditions of Sale

1. Scope of Applicability
   
   1.1. These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by us notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
   
   1.2. We reserve the right to change these GTCS at any time. We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.
   
   In these terms and conditions:
   
   1. “we” means PowerMedic US Inc. (for customers located in USA and Canada); and PowerMedic ApS for the rest of the world.
   
   2. “you” means our customer or prospective customer, and “us”, “our” and “your” should be construed accordingly.
   
   
2. Quotations, Purchase Orders and Order Confirmations
   
   2.1. All quotations made by us are open for acceptance within thirty calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
   
   2.2. All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, delivery place, contact person, contact info and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.
   
   2.3. We aim to confirm all orders within three working days.
   
   2.4. If you require a quotation for a repair, we will charge you a fee covering technical work and administration whether you want the actual repair job done or not.
   
   
3. Prices and Terms of Payment
   
   3.1. The prices for goods shall be those set forth in our order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added, and similar taxes or charges imposed by any authority.
   
   3.2. In addition to the price of the products, you will pay a delivery charge, which will be notified to you before the contract of sale comes into force.
   
   3.3. We will verify prices as part of our sale procedures so that the correct price will be notified to you before the contract comes into force.
   
   3.4. Unless expressly stated otherwise in our order confirmation, payment for goods shall be made cash in advance (CIA) or cash account without offset or deduction.
   
   3.5. We may in our sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance, bank guarantee, letter of credit or otherwise.
   
   3.6. If you fail to pay any invoice within seven calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven calendar days of the expiration of the grace period. Further, we may charge you interest from the due date to the date of payment at the rate of 1½ % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
   
   3.7. Title to goods delivered shall remain vested in us and shall not pass to you until the goods have been paid for in full. If you fail to pay any invoice within seven calendar days of the due date of payment, we may retake the goods covered by the invoice. You must insure all goods delivered to their full replacement value until title to the goods has passed to you.
   
   
4. Terms of Delivery and Late Delivery
   
   4.1. Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be DAP (delivered at place) in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term. You will pay any duties and taxes on import.
   
   4.2. The delivery dates of goods shall be those set forth in our order confirmation. If we fail to deliver goods within seven calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period. No further claims can be made due to late delivery.
   
   We always deliver as soon as possible, and our stated goal is to have PowerLasers delivered within 10 working days after ordering and GigaLasers within 30 working days after ordering.
   
   4.3. We reserve the right to make delivery in instalments.
   
   
5. Acceptance of goods
   
   You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within seven calendar days after delivery of the goods.
   
   
6. Order cancellation
   
   – We may cancel a contract under these terms and conditions immediately, by giving you written notice of termination, if:
   (a) you fail to pay, on time and in full, any amount due to us under that contract; or
   (b) you commit any breach of that contract.
   
   – You may cancel a contract under these terms and conditions immediately, by giving us written notice of termination, if we commit any breach of that contract.
   
   – If you are a business customer, we may cancel a contract under these terms and conditions by written notice to you if:
   
   (a) you cease to trade;
   (b) you become insolvent or unable to pay your debts within the meaning of the insolvency legislation applicable to you;
   (c) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of your business or assets, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court;
   (d) the ability of your creditors to take any action to enforce their debts is suspended, restricted or prevented, or some or all of your creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
   (e) any process is instituted which could lead to you being dissolved and your assets being distributed to your creditors, shareholders or other contributors.
   
   – We may cancel a contract under these terms and conditions by written notice to you if we are prevented from fulfilling that contract by any event beyond our reasonable control, including without limitation any unavailability of raw materials, components or products, or any power failure, industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, riot, terrorist attack or war.
   
   – If a contract under these terms and conditions is cancelled in accordance with Section 6:
   
   (a) we will cease to have any obligation to deliver products which are undelivered at the date of cancellation.
   (b) you will continue to have an obligation where applicable to pay for products which have been delivered at the date of cancellation (without prejudice to any right we may have to recover the products)
   
   
7. Consumers: distance contracts and web shop orders
   
   – This Section applies if and only if you offer to contract with us, or order with us, as a consumer – that is, as an individual acting wholly or mainly outside your trade, business, craft or profession.
   
   – You may cancel an order through our website or cancel a contract entered with us through our website (without giving any reason for your withdrawal or cancellation) at any time within the period:
   
   (a) beginning upon the submission of your offer/order; and
   
   (b) ending at the end of 14 days after the day on which the products come into your physical possession or the physical possession of a person identified by you to take possession of them (or, if the contract is for delivery of multiple products, lots or pieces of something, 14 days after the day on which the last of those products, lots or pieces comes into your physical possession or the physical possession of a period identified by you to take possession of them).
   
   – To withdraw an offer to contract or cancel an order on the basis described in this Section, you must inform us of your decision to withdraw or cancel (as the case may be). You may inform us by means of any clear statement setting out the decision. In the case of cancellation, you may inform us using the cancellation form that we will make available to you. To meet the cancellation deadline, it is enough for you to send your communication concerning the exercise of the right to cancel before the cancellation period has expired.
   
   – If you cancel a contract or an order on the basis described in this Section, you must send the products back to us or hand them over to us or a person authorized by us to receive them. You must comply with your obligations referred to in this Section without undue delay and in any event not later than 14 days after the day on which you inform us of your decision to cancel the contract. You must pay the direct cost of returning the products.
   
   – If you cancel an order in accordance with this Section, you will receive a full refund of the amount you paid to us in respect of the order including the costs of delivery to you, except if you chose a kind of delivery costing more than the least expensive kind of delivery that we offer, we reserve the right to retain the difference in cost between the kind of delivery you chose and the least expensive delivery we offer.
   
   – If the value of the products returned by you is diminished by any amount as a result of the handling of those products by you beyond what is necessary to establish the nature, characteristics and functioning of the products, we may recover that amount from you up to the contract price. We may recover that amount by deducting it from any refund due to you or require you to pay that amount direct to us. Handling which goes beyond the sort of handling that might reasonably be allowed in a shop will be “beyond what is necessary to establish the nature, characteristics and functioning of the products” for these purposes.
   
   – We will refund money using the same method used to make the payment unless you have expressly agreed otherwise. In any case, you will not incur any fees as a result of the refund.
   
   – Unless we have offered to collect the products, we will process a refund due to you as a result of a cancellation on the basis described in this Section within the period of 14 days after the day on which we receive the returned products or (if earlier) after the day on which you supply to us evidence of having sent the products back. If we have not sent the products to you at the time of withdrawal or cancellation or have offered to collect the products, we will process a refund due to you without undue delay and, in any case, within the period of 14 days after the day on which we are informed of the withdrawal or cancellation.
   
   – You will not have any right to cancel a contract as described in this Section insofar as the contract relates to:
   
   (a) the supply of non-prefabricated goods that are made based on an individual choice of or decision by you, or goods that are clearly personalized
   (b) the supply of sealed goods which are not suitable for return due to health protection or hygiene reasons, where such goods have been unsealed by you; or
   (c) the supply of goods which are, according to their nature, inseparably mixed with other items after delivery.
   
   – We store information about you in compliance with General Data Protection Regulations (GDPR). If you own a product manufactured by us, we will store the information at a minimum of 10 years for purposes of fulfilling the requirements for medical devices regarding information and withdrawal.
   
   
8. Warranty
   
   8.1. We warrant that upon delivery and for a period of thirty-six months from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. Our warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than us.
   
   8.2. With respect to goods which do not conform to the warranty our liability is limited, at our election, to refund of the purchase price for such goods less a reasonable amount for usage, repair of such goods, or replacement of such goods; provided, however, that such goods must be returned to us, along with acceptable evidence of purchase, within fourteen calendar days after you discovered the lack of conformity or ought to have discovered it.
   
   8.3. We make no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder. We make no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
   
   
9. Intellectual Property Rights Infringement
   
   – The copyright as well as the ownership to our brand marks, product images, drawings, illustrations, texts in brochures, manuals, website and other digital media belong to us.
   
   – Your use of any of the materials mentioned above is is not allowed unless permission has been explicitley granted by us in writing.
   
   – If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and you are enjoined from using same, we will, at our option and expense, procure for you the right to continue using the goods; replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; modify the goods to make them non-infringing; or refund the purchase price of the goods less a resonable amount for usage. The foregoing states our sole liability for intellectual property rights infringement.
   
   
10. Limitation of Liability
    
    10.1. Neither of us will be entitled to, and neither of us shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Your recovery from us for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
    
    10.2. We shall not be liable for any claims based on our compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.
    
    
11. Force Majeure
    
    11.1. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.  The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
    
    
12. Law and jurisdiction
    
    12.1. The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale between us.
    
    12.2. No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
    
    12.3. Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
    
    12.4. These GTCS and all contracts of sale entered between us shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to our right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.
    
    12.5. The website of the European Union’s online dispute resolution platform is available at https://webgate.ec.europa.eu/odr/main.
    
    
13. Our details
    
    – This website is owned and operated by PowerMedic ApS and our subsidiary PowerMedic US, Inc.
    
    – We are registered in Denmark with registration number/VAT-ID 21483931 and PowerMedic US, Inc. in the US with IRS# 20-8640807
    
    – Our principal place of business in Denmark is:
    PowerMedic ApS, Gasvaerksvej 8, DK-4300 Holbaek
    
    – Our principal place of business in the US is:
    PowerMedic US, Inc., 114 FS Drive, Suite A, Viroqua, WI 54665
     
    
14. You can contact us:
    
    (a) by post, using the postal address;
    (b) using our website contact form;
    (c) by telephone, on the contact number published on our website; or
    (d) by email, using info (at) pmlas.com.