1. SCOPE OF APPLICATION

These delivery terms apply between traders for the purchase of facilities and components in which installation is not included in the delivery, unless otherwise agreed in writing. These terms do not apply to agency transactions, to which the manufacturer's delivery terms apply.

 

2. OFFER

The seller makes a binding offer that is valid for 30 days from the date of the offer, unless otherwise agreed. If the seller's offer has been made on intermediate sales terms, it means that the offer is valid directly from stock, so that the item can be sold to a third party during the validity period of the offer, and the seller does not guarantee that there is sufficient stock of the item.

 

3. AGREEMENT

An agreement between the seller and the buyer is considered to have been formed when - the contracting parties have signed a written agreement (delivery agreement); - the buyer has approved the binding agreement in writing (the order); or - the seller has confirmed a different order than the offer-based order or an order that deviates from the offer in writing (order confirmation).

 

4. DRAWINGS AND DOCUMENTS

4.1

The price, size, weight, and capacity information that appears in documents, illustrations, circulars, drawings, catalogs, and price lists, as well as other technical and other details, have been provided without commitment unless expressly referred to in the offer.

 

4.2

All drawings and technical documents required for the manufacture of the item or part thereof, which one party has transferred to the other party before or after the agreement is concluded, remain the property of the transferor. The recipient may not use, reproduce, transfer, or otherwise disclose information about these to third parties without the transferor's permission.

 

5. DELIVERY TERMS

Unless otherwise agreed, Incoterms 2000 delivery terms apply.

 

6. PACKAGING

The prices listed in price lists and catalogs refer to unpackaged items.

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7. DELIVERY TIME

7.1

If no agreement has been made regarding the delivery time, the supplier shall determine the delivery time, taking into account what has been agreed in section 7.4.

7.2

If nothing else has been agreed, the delivery time shall be calculated from the latest of the following dates: a. the date on which the contract was concluded; b. the date on which the seller receives information that a valid import license, the manufacturer's export license, or a license issued by another manufacturing country or a domestic authority has been issued, where such a license is required; c. the date on which the seller receives the payment specified in the contract, which must be made before production begins.

7.3

If nothing else has been agreed, the delivery time ends when the goods leave the seller's warehouse or when the seller notifies the buyer that they are ready for delivery.

7.4

For approximate delivery times (e.g. "about 3 months"), one-third of the time specified is the amount by which the delivery time can be exceeded or reduced. Each party has the right, after two-thirds of the specified delivery time has elapsed, to demand in writing a specific delivery time. If nothing has been agreed on the delivery time, each party has the right to proceed in the manner described above six months from the date the contract was concluded.

7.5

After being informed of an impending delay, the seller must notify the buyer of the delay and provide the reason for the delay and the estimated new delivery date.

7.6

In the event of a delivery delay, the seller is obliged to compensate the buyer, upon request, for direct damages that the buyer can prove. If nothing else has been agreed, the amount of compensation shall be no more than 0.5% of the VAT-free value of the delayed delivery for each full week after the agreed delivery date. However, the maximum amount of compensation shall not exceed 6% of the VAT-free value of the delayed delivery.

 

8. DELIVERY AND RECEIPT OF GOODS

8.1

If nothing else has been agreed, the goods shall be deemed to have been transferred when they have been transferred to the carrier for delivery to the customer. If, according to the contract, the buyer is to pick up the goods from the seller or a location specified by the seller, the goods shall be deemed to have been transferred when the seller has notified the buyer that the goods are ready for delivery.

8.2

The buyer does not have the right to refuse partial delivery unless otherwise agreed in writing.

8.3

A delivery note should accompany the goods. The buyer should be able to verify, upon delivery of the goods, whether the delivery corresponds to the delivery note and carefully check that it is intact on the outside. Before the goods are used, attached, or installed, the buyer should carefully check that the goods are appropriate.

 

9. FORCE MAJEURE AND OVERWHELMING DIFFICULTIES

The seller is not obliged to fulfill the contract if delivery of the goods is prevented by disruptions or interruptions in the operation due to natural obstacles, strike, lockout, war, mobilization, export or import ban, lack of transport equipment, cessation of production, traffic disruptions, or other such obstacles that are insurmountable for the seller. Even in cases where fulfilling the contract requires sacrifices that are unreasonable compared to the benefit the seller receives from them, the seller is not obliged to fulfill the contract. If the obstacle or discrepancy ceases within a reasonable time, the buyer has the right to demand that the seller fulfill the contract.

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10. PRICE

10.1

The price stated in the offer represents the tax-free net price for a certain unit for the quantity concerned in the seller's stock.

10.2

If changes occur in the general charges related to the delivery, such as customs duties, freight or value-added tax or in other general charges related to the delivery before the delivery date, the seller has the right to change the price of the goods in the same proportion as the respective changed prices affected the price of the goods.

10.3

If the agreed price for the delivery, after the hindrance referred to in paragraph 1 has ceased, the cause mentioned in paragraph 9 should be changed, and it would be unreasonable to bind the seller or buyer in the contract to the said price, the seller has the right and obligation to change the price by the amount that the hindrance in paragraph 9 has caused.

 

11. CURRENCY CONDITIONS

11.1

In the event of changes in exchange rates affecting the purchase price, the seller has the right to change the price in SEK in the same proportion for the part of the purchase price that the seller has not received from the buyer, at least one business day before the exchange rate change takes effect. In this case, a business day means the day when Swedish banks sell foreign currency. In the event of changes in exchange rates, a comparison is made between the exchange rate on the payment day and the offer day. If an agreement on a different rate has been reached after the offer day, this rate applies instead of the offer day rate. If the exchange rate changes after the invoice due date and the purchase price has not been paid by then, the price is determined in euros, but at least at the due date rate.

11.2

If the exchange rate falls before the payment day of the goods, the buyer has the right to demand a credit of the price in the same proportion as the exchange rate has changed. This right is forfeited for a buyer who does not pay for the goods by the due date.

11.3

If the exchange rate changes by less than +/- 2%, neither party has the right to change the price.

11.4

The seller should present its claims at least within one month from the day of receipt of payment, and the seller should present its claims no later than one month from the invoice due date. In other cases, the right to change the price is forfeited.

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​12. PAYMENT

12.1

The payment period starts counting from the day of invoicing. In case of delay in payment, the buyer is obliged to pay delay interest according to the interest rate applicable at the relevant time, as well as the costs incurred as a result of collection.

12.2

If the buyer has not paid the amount due within a reasonable time from the due date, the seller has the right, by written notice to the buyer, to be released from the agreement and to receive compensation for the damage caused to the seller, but not more than the unpaid part of the goods, plus delay interest and collection costs.

12.3

If the buyer neglects partial payments of the agreed purchase amount or other due payments that the buyer should pay, the seller has the right, after written notice in the matter, to defer further deliveries until the overdue invoices have been paid or acceptable guarantees have been provided. In that case, the agreed delivery time is deemed to have been postponed accordingly, and the buyer is not entitled to make any claims for damages against the seller or cancel the order due to this delay.

12.4

If the buyer, for a reason other than that mentioned in point 9, fails to receive the goods on the agreed date, he/she is nevertheless obliged to make payment, which has been made depending on the delivery, as if the goods in question had been delivered. The seller is obliged to ensure that the goods are stored at the buyer's risk and expense after notifying the buyer of this. Upon the buyer's request, the seller is obliged to insure the goods at the buyer's expense.

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13. WARRANTY

13.1

For the goods, the warranty granted by their manufacturer, if any, is in force. The warranty period is considered to start from the day of delivery of the goods, or if installation is included in the price of the goods, after completion of the installation. If installation is delayed by more than 30 days from the delivery date due to a circumstance not attributable to the buyer, the warranty starts to apply on the 31st day after delivery.

13.2

If defects are observed in raw materials or manufacturing, the seller undertakes, in the event that the affected item is sent to the seller without delay or at the latest at the end of the warranty period, to correct the defect at its own discretion, either by repairing the defective item or by delivering a new intact item free of charge to the buyer. The costs incurred by the delivery of the facility for warranty repair are paid by the buyer, and the seller pays the costs of sending it back to the buyer.

13.3

The warranty does not cover damages resulting from accidents, lightning strikes, floods, or other natural phenomena, normal wear and tear, unsuitable, careless or abnormal operation, overloading, incorrect maintenance or modifications, alterations and installation work that have not been carried out by the seller (or by an authorized representative thereof). The choice of materials for facilities subject to corrosion is the responsibility of the buyer, unless otherwise agreed by law.

13.4

If the manufacturer changes the design of its facilities, the seller is not obliged to make corresponding changes in facilities that have already been purchased.

13.5

If the warranty is invoked, the buyer is required to fulfill the obligations arising from the delivery and specified in the agreement.

13.6

For goods that have been replaced or repaired under the warranty, the seller grants a new warranty, but only until the end of the original warranty period.

13.7

For repairs of facilities outside the warranty, the seller grants a 3-month service guarantee, which covers materials and work performed.

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14. Complaints

Any complaint regarding the quantity or nature of the goods must be made in writing within 8 working days from the receipt of the goods, under the threat that the buyer will otherwise lose the right to invoke any defects or deficiencies. Claims related to delayed delivery or defects in the delivery must be made before the deadline set forth in the relevant provisions.

 

15. Seller's Liability

The buyer is not entitled to demand compensation from the seller for any personal, property, or consequential damages resulting from defective goods, as well as damages caused by the seller to other parts of the delivery. The seller's liability for delay and defective goods is limited to the penalties set forth in sections 7 (Delivery Time) and 13 (Warranty). Under no circumstances is the seller obliged to compensate the buyer for indirect damages. If the manufacturer or the party from whom the seller purchased the goods fails to fulfill its contract, and the seller's delivery is delayed or undelivered, the seller is not obliged to compensate the buyer for any damages resulting from this. Claims related to delivery or defective goods must be made in writing within 30 days from the day the defect was observed or should have been observed. Claims related to delayed delivery must be made in writing within 30 days from the day the delay ended. However, all claims related to the delivery must be made no later than two (2) years from the date of delivery.

 

16. Limitation of Damage

The party alleging that the other party has breached the contract is obliged to take all necessary measures to limit the damage that has arisen if the party can do so without unreasonable costs or unreasonable inconvenience.

 

17. Returns

A purchase agreement is binding and irrevocable, and the seller is not obliged to accept returns. Delivered goods are only returned in accordance with the agreement, and the invoice for these goods is credited only if the seller has expressly approved the return and agreed to the amount of the credit. Such goods may only be returned and credited if they are in their original packaging and in their original condition.

 

​18. Transfer of Ownership

Ownership of the goods passes to the buyer when the full purchase price has been paid to the seller, unless otherwise agreed.

 

19. Notices

The sender is responsible for ensuring that messages sent to the other party are received.

 

20. Responsibility for Recycling

The buyer is responsible for the goods' share of the obligations imposed on the producer (the seller) by the EU directive 2002/96/EU/27.1.2003 (WEEE).

 

DISPUTES

Disputes arising from the agreements and provisions relating to them shall be settled primarily between the parties. If agreement cannot be reached, the dispute shall be settled in court at the seller's place of domicile.