These General Conditions shall apply when the parties agree to them in writing or otherwise. Any modifications to or deviations from them must be agreed upon in writing. 

 

 

 

DEFINITIONS 

 

In these General Conditions, the following terms shall have the meanings assigned to them below: 

 

“Gross Negligence”: an act or omission that implies either a failure to give due consideration to serious consequences—which a conscientious contracting party would normally foresee as likely to occur—or a deliberate disregard of the consequences of such an act or omission; 

 

“In Writing”: communication by means of a document signed by both parties, or by letter, email, or other means agreed upon by the parties; 

 

“the Product”: the item(s) to be supplied under the contract, including documentation. 

 

 

 

PACKAGING 

 

Prices quoted in bids and contracts shall, unless otherwise specified, be deemed to include the Supplier’s standard packaging. 

 

 

 

DEVIATIONS IN WEIGHT OR QUANTITY 

 

The delivery may deviate from the agreed weight or quantity only if the parties have expressly agreed to such a deviation in writing. 

 

 

 

PRODUCT INFORMATION 

 

All information and data contained in general product documentation and price lists shall be binding only to the extent that they are expressly incorporated into the contract by reference in writing. 

 

 

 

DELIVERY, TRANSFER OF RISK 

 

Any agreed trade term shall be interpreted in accordance with the INCOTERMS® in effect at the time the contract is formed. 

 

 

 

If no trade term has been specifically agreed upon in writing, delivery shall be Ex Works (EXW) at the location designated by the Supplier. 

 

 

 

DELIVERY TIME, DELAY 

 

If a delay in delivery is caused by an act or omission on the part of the Purchaser, the delivery period shall be extended by a period that is reasonable under the circumstances. The delivery period shall be extended even if the cause of the delay occurs after the originally agreed delivery date.  

 

 

 

Except as specified in Clause 12.3, the Supplier’s right to an extension of the delivery time shall also apply when delivery is delayed due to a circumstance that constitutes Force Majeure under Clause 12.1. 

 

 

 

If the Supplier fails to deliver the Product on time, the Purchaser may, by written notice to the Supplier, set a final reasonable deadline for delivery, stating the Purchaser’s intention to terminate the contract if delivery does not take place by such deadline. If delivery does not take place by such deadline, the Purchaser may terminate the contract by written notice to the Supplier. 

 

 

 

If the delay in delivery is of substantial importance to the Purchaser, or if it is clear from the circumstances that such a delay will occur, the Purchaser may immediately terminate the contract by providing written notice to the Supplier. 

 

 

 

If the Purchaser terminates the contract pursuant to Clause 7.3, the Purchaser is entitled to compensation from the Supplier for any increased costs the Purchaser may incur in procuring a substitute product from another source, provided that the Purchaser acts in a reasonable manner. The Purchaser is hereby precluded from making any other claim for compensation with respect to the Supplier’s failure to deliver on time. 

 

 

 

If the Purchaser does not terminate the contract, he shall not, unless otherwise agreed, be entitled to any compensation for the Supplier’s failure to deliver on time. 

 

 

 

PAYMENT 

 

Unless otherwise agreed, payment shall be made within 30 days after delivery of the Product and issuance of the invoice. If the Purchaser fails to take delivery of the Product on the agreed date, payment shall nevertheless be made as if delivery had taken place in accordance with the contract. 

 

 

 

If the Purchaser fails to pay by the stipulated date, the Supplier shall be entitled to interest from the day on which payment was due and to compensation for collection costs. The interest rate shall be as agreed between the parties or, failing that, 8 percentage points above the rate of the European Central Bank’s main refinancing facility. The compensation for collection costs shall be 1 percent of the amount on which interest for late payment becomes due. 

 

 

 

If the Purchaser has not paid the amount due within three months, the Supplier shall be entitled to terminate the contract by giving written notice to the Purchaser and, in addition to Clause 8.2, to claim compensation for the loss it incurs. Such compensation shall not exceed the agreed purchase price. 

 

 

 

The Supplier has the right to require advance payment for all new orders if the total amount of outstanding orders exceeds 5,000 EUR (credit limit). 

 

 

 

If the Purchaser fails to pay an invoice from the Supplier by the due date, the Supplier has the right to refuse delivery of new Products until the overdue amounts are paid.  

 

 

 

RETENTION OF TITLE 

 

The Product shall remain the property of the Supplier until paid for in full, to the extent that such retention of title is valid under applicable law. 

 

 

 

The Purchaser shall, at the Supplier’s request, assist the Supplier in taking any measures necessary to protect the Supplier’s title to the Product. 

 

 

 

The retention of title shall not affect the transfer of risk under Clause 6.1. 

 

 

 

LIABILITY FOR DEFECTS 

 

The Supplier agrees to replace any Product or part thereof that is defective due to faulty design, materials, or workmanship.  

 

 

 

The Supplier’s liability is limited to defects that become apparent within five years of the date of delivery of the Product. The Purchaser shall, upon the discovery of any defect, notify the Supplier in writing without undue delay. If the Purchaser fails to do so, the Purchaser shall forfeit the right to have the Product replaced under Clause 10.1. 

 

 

 

The Supplier agrees to ship the replacement Product or spare part free of charge to addresses within the EU, excluding addresses in the Outermost Regions and in Overseas Countries and Territories (the “EU”). If a replacement Product or part thereof is to be shipped outside the EU, the Purchaser shall notify the Supplier in Writing whether the goods should be shipped to an address within the EU (free of charge) or to an address outside the EU (at the Purchaser’s expense). 

 

 

 

If the Supplier fails to deliver a Product or part thereof as a replacement within a reasonable time after receiving the Purchaser’s notice under Clause 10.3, the Purchaser may, by written notice to the Supplier, terminate the contract with respect to the defective product. If the Purchaser terminates the contract, the Purchaser is entitled to compensation from the Supplier for any additional costs the Purchaser may incur in procuring a substitute Product from another source, provided that the Purchaser acts in a reasonable manner.  

 

 

 

The Supplier is under no obligation to deliver a Product or part thereof that is identical to the original Product if (i) the original Product was manufactured in accordance with the Purchaser’s specifications or (ii) the original Product or part thereof is no longer manufactured. In such circumstances, the Supplier shall have the right to deliver a similar Product or part thereof. 

 

 

 

The Supplier shall not be liable for defects in the Product or for failure to deliver a replacement product or part thereof, except as specified in Clauses 10.1 and 10.4. This applies to any loss that may be caused by the defect or the failure to deliver a replacement product, such as loss of production, loss of profit, and other indirect losses. This limitation of the Supplier’s liability shall not apply if the Supplier has been guilty of gross negligence. 

 

 

 

ALLOCATION OF LIABILITY  

 

The Supplier shall not be liable for any damage to property caused by the Product after it has been delivered and while it is in the Purchaser’s possession. Nor shall the Supplier be liable for any damage to products manufactured by the Purchaser or to products of which the Purchaser’s products form a part. 

 

 

 

If the Supplier becomes liable to any third party for property damage as described in the preceding paragraph, the Purchaser shall indemnify, defend, and hold the Supplier harmless. 

 

 

 

If a third party files a claim for damages as described in this Clause against one of the parties, that party shall immediately notify the other party in writing. 

 

 

 

The Supplier and the Purchaser shall be mutually obligated to appear before the court or arbitral tribunal hearing claims for damages filed against either of them on the basis of damage allegedly caused by the Product. The liability between the Supplier and the Purchaser shall, however, be settled in accordance with Clause 14.1. 

 

 

 

The limitation of the Supplier’s liability set forth in the first paragraph of this Clause shall not apply if the Supplier has been guilty of gross negligence. 

 

 

 

FORCE MAJEURE 

 

Either party shall be entitled to suspend performance of its obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by Force Majeure, meaning any of the following circumstances: labor disputes and any other circumstance beyond the control of the parties, such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions on the use of power, currency and export restrictions, epidemics, natural disasters, extreme natural events, acts of terrorism, and defects or delays in deliveries by subcontractors caused by any such circumstance referred to in this Clause. A circumstance referred to in this Clause, whether occurring prior to or after the formation of the contract, shall give a right to suspension only if its effect on the performance of the contract could not have been foreseen at the time of the formation of the contract. 

 

 

 

The party claiming to be affected by force majeure shall notify the other party in writing without delay of the occurrence and cessation of such circumstances. If a party fails to provide such notice, the other party shall be entitled to compensation for any additional costs it incurs that it could have avoided had it received such notice. 

 

 

 

If a force majeure event causes a delay in performance by either party that is of substantial importance to the other party, the latter may immediately terminate the contract by providing written notice. 

 

 

 

Notwithstanding any other provisions of these general terms and conditions, either party may terminate the contract by giving written notice to the other party if performance of the contract is delayed by more than three months due to a force majeure event as defined in Clause 12.1. 

 

 

 

CONSEQUENTIAL LOSSES 

 

Unless otherwise stated in these General Conditions, neither party shall be liable to the other party for loss of production, loss of profits, loss of use, loss of contracts, or any other consequential or indirect loss whatsoever. 

 

 

 

DISPUTES AND APPLICABLE LAW 

 

Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). 

 

 

 

This Agreement shall be governed by the substantive law of Sweden. 

 

 

 

The Rules for Expedited Arbitrations shall apply, unless the SCC, at its discretion and taking into account the complexity of the case, the amount in dispute, and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators. 

 

 

 

The seat of arbitration shall be Stockholm, Sweden, and the language of the arbitration shall be English. 

 

 

 

The Parties undertake and agree that all arbitral proceedings conducted pursuant to this arbitration clause shall be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award rendered or declared during the proceedings. Information covered by this confidentiality undertaking may not be disclosed to a third party without the prior consent of the other Party. Exceptions to the foregoing shall apply only to the extent that disclosure may be required of a Party due to mandatory law, an order of a competent court or public authority, or to protect, fulfill, or pursue a legitimate legal right or obligation, or to enforce or challenge an award.