1. Ingress

This document cover General delivery terms from Supplier to Röshults.

 

2. Purchase object

Exclusive, as further described in this agreement.

 

3. Delivery

 

4.1 Scope of delivery

The Seller transfers to the Buyer the Purchase object specified in the Purchase order and terms for delivery, in accordance with the terms and conditions set forth in this Agreement.

 

4.2 Call-off

The buyer can request extra deliveries of the Purchase object specified. Such request shall be specified with scope and delivery time. The Seller shall respond to such request within 3 working days.

 

4.3 Time of delivery

Delivery of the Purchase object shall be effected in accordance with the Purchase order.

 

4.4 Terms of delivery

The Purchase object shall be delivered DAP at Röshults (INCOTERMS 2020).

 

4.5 Documentation and drawings

The parties shall provide drawings and other documentation in accordance with the Products. Documentation (regardless of medium) provided under this Agreement remain the property of the supplying party and may not without written approval be copied, communicated to a third party or used for other purposes than installation, operation and maintenance of the Equipment.

 

4.6 Sub-contractors

The Seller is not entitled to use sub-contractors for the manufacture or erection of the Purchase object without the written consent of the Buyer.

 

5. Delivery test

A delivery test (DT) shall be carried out at the place of manufacture during normal working hours in accordance with the Documentation.

The purpose of the test is to verify that the Purchase object in all respects is in compliance with agreed technical requirements.

The Seller shall inform the Buyer of the DT at least 5 days before the scheduled performance of the DT and at least 2 days before delivery of the Purchase object. A test report regarding the DT shall be worked out jointly by the parties. The Buyer is entitled to bring any advisor to the DT or be represented by any representative(s).

If the DT shows that the Purchase object is not in accordance with the technical requirements of the Agreement, the Seller shall rectify any deficiencies in order to ensure compliance with the Agreement, whereafter a new DT shall take place.

Each party shall bear his costs in connection with the DT.

The results from the DT does not affect the Seller’s liability for defects in the Purchase object.

 

6. Late delivery

The Buyer has informed the Seller about the importance of the Purchase object being delivered on time. In the event of late delivery exceeding 10 days, the Buyer shall be entitled to rescind this agreement. Regardless whether or not the agreement is rescinded, the Seller bears strict liability to pay damages for any loss suffered by the Buyer on account of late delivery.

 

7. Price

The total price of the Purchase object is in accordance with the Purchase order. The price is fixed and exclusive of value added tax.

 

7.1 Payment

The contracted price shall be paid in cash no later than agreed on Purchase order, after receipt of the Seller’s invoice to the bank account stated in said invoice.

 

8. Cancellation

The Buyer shall be entitled to cancel the sale of the Purchase object on or before the delivery. In the event of such a cancellation, the Buyer shall pay compensation to the Seller for the Seller’s costs incurred.

 

9. Secrecy

The parties shall not during the period of the agreement and for a period of three years after its termination reveal the trade secrets of the other party. The parties shall take all necessary precautions reasonably calculated to prevent an unauthorized disclosure or use of such trade secrets by employees.

 

10. Inspection

The Buyer or his representative have the right to inspect the manufacture of the Purchase object in the Seller’s work shops or any other place where manufacture is carried out. The Buyer shall inform the Seller about time for inspection at least 1 day prior to each visit. At such inspections the Buyer is entitled to bring any advisor or to be represented by any representative(s). The Seller shall assist at inspections and provide all information required by the Buyer.

Each party shall bear his costs in connection with inspections.

The Buyer’s inspection shall not affect the Seller’s liability for defects.

 

11. Liability for defects

The Buyer has informed the Seller that it is important that the Purchase object function flawlessly and that it can be used in the manner intended by the Buyer.

The Seller warrants that the Purchase object is not defective, which means, inter alia, that the Purchase object can in every respect be used in the manner intended by the Buyer. As to function and performance, the Seller also warrants the following: 5 years from delivery date.

Defects shall be remedied without delay by the Seller and without expense to the Buyer. The Buyer shall be entitled, himself or through a third party of his choice, to remedy the defect at the Seller’s risk and expense if the Seller fails to fulfil his obligation to remedy the defect or if the Buyer cannot reasonably wait for the Seller to remedy the defect.

If the defect remains 5 days from the point in time when the Seller received knowledge thereof, the Buyer shall be entitled to either rescind the agreement or request a reduction of the price in an amount corresponding to the defect or shortcoming.

Regardless of whether or not the agreement is rescinded, the Seller bears strict liability for damages for the Buyer’s losses due to a defect in the Purchase object.

So-called intellectual property defects are governed by the provision “Infringement of a third party’s rights”.

 

12. Infringements of a third party’s rights

The Seller warrants that the Purchase object or any part thereof does not infringe the right of a third party.

The Seller hereby undertakes to compensate the Buyer for any compensation and damages which the Buyer has been obliged to pay through settlement or judgment for infringement of intellectual property rights stemming from the Buyer’s use of the Purchase object.

In the event that a third party claims an infringement, the Buyer shall inform the Seller thereof and the Seller shall at the Buyer’s request and at his own expense take over the dispute and pursue the case on the Buyer’s behalf, and at his own expense either ensure the Buyer the right to continued use of the Purchase object or replace the disputed part of the Purchase object with a part that conforms to the contracted specifications. If continued use of the Purchase object is possible during the dispute, the Seller shall provide security for the loss which the Buyer might come to incur on account of the claimed infringement.

The Buyer shall be entitled to rescind this agreement if the Seller does not remedy an intellectual property defect within a reasonable time from the point in time when the Seller received notice from the Buyer that a third party has claimed infringement.

In addition to compensation for sums which the Buyer was compelled to pay to a third party, the Buyer shall be entitled to compensation for any other loss due to an intellectual property defect.

The Buyer’s right to remedies on the basis of an intellectual property defect shall cease 3 year(s) after the day the agreement was concluded.

 

13. Damage caused by the Purchase object

The Seller shall be liable for all personal injury or property damage caused by the Purchase object regardless of whether or not the Seller has acted with negligence.

The Seller has obtained product liability insurance. The Seller agrees to maintain the insurance no matter time.

 

14. The buyer’s breach of contract, penalty interest etc.

In the event of late payment, penalty interest shall be paid at an interest rate according to the Swedish Interest Law.

The Seller shall be entitled to rescind the agreement if the Buyer commits a fundamental breach of the contract and does not undertake correction within 30 days after written complaint. A fundamental breach will be deemed to exist if the breach is of fundamental importance to the Seller and the Buyer was aware or ought to have been aware of this.

If the purchase is rescinded, the Seller shall be entitled to damages corresponding to Appendix 4. Compensation for indirect loss, such as loss of profits, is only payable if the Buyer has acted with gross negligence.

 

15. Force majeure

The parties shall be relieved from liability for a failure to perform any obligation under this Agreement if such failure is due to a circumstance (“ground of relief”) which

 

1. is beyond a party’s control;

2. impedes the performance thereof; and

3. could not be foreseen when the agreement was concluded.

 

As soon as the impediment has ceased the obligation shall be performed in accordance with the provisions of the Agreement. As grounds of relief shall be considered: war, acts of war, acts or omission of authorities, conflict on the labour market, new or changed legislation, currency restrictions and similar circumstances.

A party who desires relief according to the provisions above must notify the other party thereof without delay.

Notwithstanding the provisions above either party is entitled to rescind the agreement if the performance of a material obligation is delayed for more than 3 months.

 

16. Limitation of liability

Neither party is liable for any indirect loss suffered by the other party, unless it has been found guilty of gross negligence. The term indirect loss shall be construed in accordance with the Swedish Sale of Goods Act.

 

17. Notices and language

Any notice, request, consent and other communication to be given by a party under this Agreement (hereinafter called a “Notice”) shall be in the English language and deemed to be valid and effective if personally served on the other party or sent by registered prepaid airmail or by e-mail or telefax to the presented addresses in the preamble.

 

A Notice shall be deemed to have been given:

 

1. in the case of personal service: at the time of service;

2. in the case of prepaid registered mail: at the latest 3 days after the date of mailing;

3. in the case of e-mail: on the date a receipt-acknowledged e-mail is sent; and

4. in the case of telefax: on the date the telefax is sent, provided receipt is confirmed by the other party.

 

Changes of address are to be notified as set out in this provision.

 

18. Amendments

Only those amendments and additions to this contract that are made in writing and signed by the parties are valid.

 

19. Entire agreement

The contents of this agreement and its appendices shall supersede all previous written or oral commitments and undertakings.

 

20. Termination of agreement

This agreement is valid from date of signature and forward. Either party can terminate the agreement in writing with notice period of 6 months.

 

21. Applicable legal rules

This agreement shall in the order mentioned below be governed by

 

1. 1. The Swedish Sale of Goods Act (1990:931)
2. 2. Swedish law