GENERAL TERMS OF SALE (VERSION: 1 JULY 2014)
1.1 The general terms of sale shall be an integrated part of every agreement regarding the sale of products and services entered into by the Seller, unless otherwise agreed in writing by the Seller and the Purchaser. Any deviating terms given by the Purchaser in an order or by any other means, shall have no effect.
1.2 Offers, orders or order confirmations made by the Seller or the Purchaser, shall have no effect until confirmed in writing by the Seller.
2 PRODUCT INFORMATION ETC.
2.1 Data in the product information or price lists shall only have effect when agreements explicitly refer to these. The Seller shall only be responsible for Products designed for a certain purpose when this has been explicitly agreed by the Seller in writing.
2.2 If nothing else is agreed, delivered samples are regarded as prototypes and the Seller does not guarantee complete conformity between the delivered Products and the prototypes.
3.1 The initial price offered by the Seller shall have no effect until the Purchaser has confirmed the offered price and the Seller subsequently has confirmed that the initial price can be offered to the Purchaser.
3.2 Prices are given excluding Swedish value-added tax (moms).
4.1 If the Parties have agreed upon a delivery clause, the delivery clause shall be interpreted in accordance with INCOTERMS, valid on the date of the entering into of the agreement. If the Parties have not agreed upon a delivery clause, the delivery shall be executed ”Ex Works”.
4.2 Delivery dates stated by the Seller are estimates only. The
Seller shall not be liable to compensate the Purchaser for any damages whatsoever by reason of the Seller´s failure to deliver Products by such estimated delivery dates, nor shall the Purchaser be entitled to refuse to accept the Products by reason of late delivery.
5 TOLERANCE VARIATIONS
Weight and volumes stated in the confirmation of an order shall be regarded as estimates only. The weight stated in the Seller´s weight certificate shall apply for the purpose of invoicing.
6 EXAMINATION AND CLAIMS
6.1 The Purchaser shall immediately inspect the Product upon delivery in accordance with sound business practise with respect to quantity, quality and apparent defects. Claims regarding defects of a Product shall be made to the Seller in writing, containing a specification of the nature and extent of the defects.
6.2 The claim shall be made within fourteen days after the defect was discovered or should have been discovered by the Purchaser. After expiry of the time periods mentioned in this section 6.2, the Purchaser shall be deemed to have accepted the Products and Products can no longer be rejected.
6.3 Claims regarding defects of a Product caused by an independent conveyor during the transportation shall be made to the conveyor in accordance with the terms and conditions of the transportation. The above regulations regarding defects of a Product, shall also apply in the event of deficiency of the Product.
6.4 Any claimed defect will not in any way release the Purchaser from its commitment to pay the purchase price for the Product by its due date.
7.1 The Seller warrants that upon delivery the supplied Products will be in conformance with the specifications for the Products and be within the tolerance variations stated in the Seller´s weight certificate. The Seller makes no other warranties or representations with respect to the Products furnished by the Seller and disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
7.2 The liability of the Seller for breach of warranty is limited to defects claimed within six (6) months from the date of delivery of the Products Purchaser’s sole and exclusive remedy for breach of warranty shall be limited to the replacement or repair, at the Seller’s sole option and expense, of any defective part.
8 LIMITATION OF LIABILITY
The Seller shall not be liable for any loss or damages, including operational loss or damage or other consequential, incidental or indirect loss or damage, arising out of the use of the Products or arising under or in connection with these general terms of sale.
9 INFRINGEMENT OF THIRD PARTIES RIGHTS
The Purchaser shall hold the Seller indemnified for infringement of third parties rights, such as infringement of patents, design, copyrights or trademarks, for Products delivered in accordance with drawings, models, other prototypes, analysis instructions descriptions or other documents, supplied by the Purchaser.
10 FORCE MAJEURE
10.1 The Seller shall not be liable for any failure to perform its obligations under these general terms of sale, if the failure is a result of (or prevents, obstructs or delays the fulfilment of the obligation) measures or omissions taken by any authority, new or amended legislation, labour dispute, blockade, warfare, fire, flood, shortage of transportation, products or energy or major accidents or defect or delay of delivery from any subcontractor.
10.2 If the Seller claims exclusion from sanctions in accordance with the section 10.1 above, the Seller shall without delay inform the Purchaser thereof. In the event of delay of such information, the Purchaser is entitled to receive compensation for damages that could have been avoided, to the extent set out in Section 8.
11 TERMS OF PAYMENT
11.1 The Seller shall issue an invoice upon shipment of the Products.
11.2 In the event of a material change to the Purchaser´s condition (financial or otherwise), including without limitation, insolvency, stopping or suspending payment of any of its debts, inability or admission of inability to pay its debts as the fall due, any default of any obligation of the Purchaser to the Seller etc. The Seller shall have the right to terminate the purchase and cancel agreed deliveries without incurring any liability.
11.3 Duties and any other charges payable on the Products, which are mandatory after the date of sale, shall be paid by the Purchaser.
11.4 The Seller is entitled to interest to overdue payment in accordance with Swedish law.
12 RETENTION OF TITLE
12.1 The Seller shall retain the ownership of delivered Products until payment of the purchase price for the Product has been made in full by the Purchaser.
13.1 The Parties undertakes not to disclose any confidential information concerning the Seller or the Purchaser which a party may receive [during the activities contemplated in these general terms of sale].
13.2 Confidential information shall mean every data of technical, commercial nature including, but not limited to, data regarding prices or other nature irrespective of whether the data has been documented or not or been labelled as confidential. This confidentiality undertaking shall not include information which is publically known by other means than by a breach against this undertaking.
If any provision of this Agreement is declared or found to be illegal, unenforceable or void, this shall not imply that the Agreement shall be considered to be illegal, unenforceable or void. Instead the agreement and the provision shall be subject to reasonable modification, provided that the illegality, unenforceability and voidance materially affect party’s performance or outcome of the Agreement. When modifying the Agreement or a provision, the original intention of parties shall be considered to the fullest extent possible.
15.1 Any dispute in connection with this Agreement shall be settled by arbitration in accordance with the Rules of Expedited Arbitration Institute of the Stockholm Chamber of Commerce.
15.2 The arbitral proceedings shall take place in Stockholm.
15.3 These general terms of sale shall be governed by the substantive laws of Sweden. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the sale of the Products.