1. Appointment and Scope

 

1.1 The Supplier hereby grants to the Distributor a non-exclusive right to market and sell the products listed in the price list (hereinafter collectively referred to as (the “Products”) in the country where the distributor has its registered office activity (hereinafter referred to as the “Territory”), but not elsewhere.

 

1.2 The grant of rights is not limited to any specific customers or customer categories. The above-mentioned grant of rights does not prevent the Supplier from appointing other distributors, or from direct or indirect deliver of Products to the Territory by himself.

 

1.3 The Distributor shall buy the Products as an independent contractor and shall sell the Products in its own name, for its own account and on its own risk and expense. The Distributor may not in any respect represent the Supplier or enter into any agreement or other commitment on his behalf. The Distributor shall in no event sell the Products through external retail companies, webstores, e-commerce sites or any third-party company without the written consent from the Supplier. Not following the above directions is considered as a breach of contract.

 

1.4 New products which are marketed by the Supplier shall be covered by this Agreement after written agreement between the parties. The Supplier may discontinue supply of a product covered by the Agreement if the product is no longer kept within the Supplier’s range of Products or if it is no longer profitable to sell the product in the Territory. The Supplier is free to change the Products in whatever way the Supplier seems suitable.

 

2. Obligations of the Distributor

 

2.1 The Distributor shall use its best efforts to promote the sale of the Products within the Territory. The Distributor shall market and sell the Products in a relevant way and in accordance with applicable laws and standards, such as product liability standards.

 

2.2 The Distributor shall not, without prior written consent from the Supplier, fix, remove or change any trademark, trade name, sign or other mark on any Product or its packing or make any alterations in the construction or design of any Product.

 

2.3 The Distributor shall provide an efficient sales organisation and employ such qualified and trained staff as may be necessary to promote the sale of the Products in the Territory and otherwise carry out its obligations under this Agreement. The Distributor shall appoint at least one employee as brand ambassador, that on regular basis take part in training sessions planned by the Supplier.

 

2.4 The Distributor shall promptly inform the Supplier of any matter likely to lead to a claim regarding a lack of conformity of Products delivered. The Distributor shall not, without prior written consent from the Supplier, negotiate, make statements or agreements, or take any other steps towards a third party in respect of such claims.

 

3. Obligations of the Supplier

 

3.1 The Supplier shall free of charge provide the Distributor with digital pictures of the Products and with samples to the extent required and agreed between the Parties for fairs and exhibitions in which the Distributor participates. Other relevant sales promotion materials and activities concerning the Products will be provided or paid for by the Supplier subject to separate agreement made between the parties.

 

3.2 The Supplier shall forthwith communicate to the Distributor comprehensive details of any improvements made to the Products or of any modifications or replacements thereof.

 

3.3 The Supplier shall promptly communicate to the Distributor any information obtained concerning the Products or the marketing operation of any supplier or distributor of similar products, which may reasonably be of assistance to the Distributor in its operation of this Agreement.

 

4. Sale and purchase conditions

 

4.1 Prices

 

4.1.1 The Distributor shall buy the Products at prices according to the Supplier’s price list in force at any time. The price list shall be valid on a yearly basis. The Supplier shall distribute a new price list at least 30 days before the new price list and prices enters into force.

 

4.1.2 The Supplier shall have the right to adjust the prices for the Products if (i) the Supplier’s cost of raw material or (ii) the currency exchange rate increases with more than five (5) per cent compared with the raw material costs or the currency exchange rate at the date when the applicable price list enters into force. Prices may also be adjusted when Terms are amended.

 

4.1.3 The prices on the price list are exclusive of value added tax.

 

4.2 Terms of delivery

 

4.2.1 Sale and purchase of Products shall be concluded by means of exchange of written orders and acceptances between the parties. The order shall include part number, quantity, and wanted delivery date.

 

4.2.2 An order submitted by the Distributor shall be deemed accepted by the Supplier when confirmed in writing or electronically by the Supplier.

 

4.2.3 The Supplier will deliver the Products in accordance with the order confirmation.

 

4.2.4 The Distributor is responsible for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Distributor, and for providing Supplier with any necessary information relating to the Products within a sufficient time frame in order to enable Supplier to perform its duties in accordance with this Agreement.

 

4.2.5 An order which has been accepted by the Supplier may not be cancelled by the Distributor.

 

4.2.6 Products will be delivered FCA-Jonkoping in accordance with Incoterms 2020 the Supplier’s warehouse in Jönköping and Customer will make its own transport arrangements, unless otherwise specifically agreed in writing between the Parties. Should the Parties agree that the Supplier arrange for delivery, it shall be delivered in accordance with DAP Incoterms 2020 to a warehouse or hub, and charges related to transport, customs duties, tariffs, packaging, unloading and insurance shall be borne by the Distributor. Title of ownership is passed upon full payment of the Products.

 

4.2.7 Risk of damage to or loss of the Products shall pass to the Distributor at the time of delivery from the Supplier’s warehouse. Distributor shall insure the Products accordingly.

 

4.2.8 Distributor is responsible for ensuring that accurate customs duties are paid for in relation to the order. Consequently, the customs duties on the export from Sweden, if applicable, and the customs duties and taxes linked to the import of the Products, applicable in the region to which it must be delivered, will be paid by the Distributor.

 

4.2.9 Should Distributor not pay for the Products in a timely manner, Supplier is entitled to, at its option, either request delivery to Supplier of the Products at Distributor’s cost or enter the premises of Distributor or any third party where the Products are stored to repossess the Products. Supplier shall recover from Distributor all reasonable costs and charges associated with such repossession. This does not limit Supplier’s right to claim damages related to the unpaid order.

 

4.2.10 If the Supplier discovers that a delay in delivery is likely to appear, the Supplier shall notify the Distributor about this as soon as possible. Dates quoted for delivery of the Products and performance of any agreed services are approximate, Supplier shall not be liable for any delay in delivery of the Products however caused. Time for delivery and performance shall not be of the essence of this Agreement.

 

4.2.11 On the day of delivery, the Distributor undertakes to check the compliance and condition of the delivery for the purposes of ensuring that it has not been damaged during transport. Claims due to transport damages shall be notified immediately in writing to the truck driver (on transport document). Other contingent claims shall be made within five (5) days from the delivery date by using the Röshults’ Claim Application form on-line at roshults.com. If the Distributor cannot take receipt of the Products, the Distributor must inform the Supplier about this immediately. Such notice must be made no later than 10 working days before the delivery date. If made later, delivery will be made despite of this. The Distributor is obliged to make payment for the Products irrespective of receipt of the Products can be made or not.

 

4.3 Payment

 

4.3.1 The Distributor shall pay all Products in accordance with the payment terms stated on the invoice.

 

4.3.2 If the Distributor at any time should fail to make payment in full on the due date, penal interest amounting to 10% per cent per month plus the interest rate under the Swedish Interest Act will be charged.

 

4.4 Guarantee

 

4.4.1 Unless otherwise specified, the Supplier guarantees that the Products will fullfil the agreed specifications for two (2) years from the date of delivery. This guarantee is not applicable if the Products have been improperly used or in other way used in violation of Röshults’ user manual and warranty terms and conditions which are found at Röshults webpage. The warranty does not cover rust damage where the paint has been damaged. Some of the products are untreated and develop a natural patina after a few days.

 

4.4.2 However, Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage or negligence of Distributor (or its employees or customers), abnormal working conditions, failure to follow and communicate Supplier’s instructions (whether oral or in writing) and/or instructions of use, misuse or alteration or repair of the Products without Supplier’s approval or failure due to any cause beyond Supplier’s reasonable control.

 

4.4.3 Warranty claims must be made immediately but no later than within 24 months from the date of delivery.

 

5. Trademarks and other industrial property rights

 

5.1 The Supplier grants a non-exclusive license to the Distributor to use the trademarks and other signs stated in the Marketing Guidelines for the marketing of the Products in the Territory. The Distributor shall market the Products solely under the licensed trademarks and other signs. The Distributor shall not use any other trademark or product name in conjunction with the Supplier’s trademarks or product names or trade names. Customer shall not remove or change any trademark, trade name, sign or other mark on any Products or its packaging or make any alterations in the construction or design of any Products.

 

5.2 The trademarks and all other intellectual property rights pertaining to the Products are and shall continue to be the sole property of the Supplier.

 

5.3 The Distributor may neither in nor outside of the Territory use or apply for registration of any of the Supplier ́s trademarks and other signs or trademarks and other signs that are confusingly similar.

 

5.4 The Distributor shall without delay inform the Supplier of any infringement or suspected infringement in the Territory of the Supplier’s industrial property rights. If the Supplier deems it appropriate to defend his rights the Distributor shall at his own costs and to a reasonable extent assist the Supplier.

 

6. Confidentiality

 

6.1 The parties undertake not to reveal the trade secrets of the other party nor to use or exploit such secrets or part thereof including information regarding the Products otherwise than for the purpose and during the continuance of the Agreement. Trade secrets shall include, but not be limited to, any information, technical, commercial or of any other kind, whether written or oral, which a party keeps secret, the unauthorised disclosure of which would be harmful to the party. Trade secrets do not include information that is or becomes publicly known without breach of this provision. The parties shall take all necessary precautions reasonably calculated to prevent an unauthorized disclosure or use of such trade secrets by employees, subagents, or other intermediaries.

 

6.2 The obligations set forth above shall survive the termination of the business relationship.

 

7. Marketing

 

7.1 Distributor shall strictly follow guidelines as described in the Marketing Guidelines. Failing to follow these guidelines, depending on the extent, may be considered as a breach of contract.

 

8. Product Liability

 

8.1 Unless otherwise follows from the Product Liability Act or other mandatory law, the Supplier shall not be liable for damage to property, personal injury, any direct, indirect, special, or consequential loss or damage based on product liability in respect of a Product sold by the Distributor.

 

8.2 The Distributor may present claims against the Supplier based on product liability only if he gives notice to the Supplier stating that he intends to exercise his right and such notice is given within reasonable time from his receipt of a third-party claim. The Distributor has forfeited his right to present such claims against the Supplier if he does not present the claim within two (2) years from the date of delivery of the Product.

 

9. Liability

 

9.1 If delivered Products are found faulty then the Supplier shall, at its choice, either (i) replace or (ii) repair the Products (or the part in question) or re-perform the service in question free of charge or (iii) refund to Customer the price of the Products (or a proportionate part of the price). The Supplier shall have no further liability to Customer with regards to the warranty. Unless otherwise agreed, return of goods and replacement are done from and to Customer location where Products were initially shipped to.

 

9.2 The party suffering the loss shall take such measures as are reasonable to mitigate the loss.

 

9.3 Compensation for indirect loss shall not be payable unless the loss was caused by gross negligence or intent.

 

9.4 The Supplier’s aggregate liability, whether as a result of breach of these Terms, warranty, guarantee, indemnity, tort (including negligence), strict liability, statutory duty or otherwise, shall not exceed the order value for the specific Products.

 

10. Force majeure

 

10.1 Either party is relieved from liability for a failure to perform any of its obligations due to any circumstances beyond its immediate control, which impedes, delays, or aggravates any obligation to be fulfilled by it under this Agreement, such as changes in laws and regulations or in the interpretation thereof, acts of authorities, war, acts of war, labour disputes, blockades, major accidents and currency restrictions.

 

10.2 The party desiring to invoke an event of force majeure shall give immediate notice to the other party of the commencement and the cessation on such event of force majeure, failing which the party shall not be discharged from liability for any non-performance caused by such event of force majeure.

 

11. Jurisdiction

 

11.1 All contracts are governed by the laws of Sweden.

 

11.2 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of one sole arbitrator.

The place of arbitration shall be Jönköping, Sweden. The language to be used in the arbitral proceedings shall be English.

 

12. Validity

 

Terms & Conditions may be updated or amended on a yearly basis.