Both parties undertake to maintain strict secrecy and reserve and not to divulge to third parties, in any form, any information or technological knowledge exchanged in the fulfillment and management of the contract, however acquired. All rights of industrial and intellectual property relative to the product supplied are, and will remain the exclusive property of the vendor. Offers are valid for a period of 30 days from the date of issue.
Form of the contract
Any price lists or material describing the products sent by the vendor not explicitly containing the term 'offer'or an equivalent term, is not valid as an offer. The buyer must return a countersigned copy of the offer when accepting an offer and/or submitting a purchase order.
The contract will be considered complete only when the vendor sends the buyer the order confirmation and/or pro-forma invoice which, unless cancelled in writing within seven days of receipt, is considered effective and binding, requiring the observance of the general conditions of sale specified herein.
The products ordered by the buyer will be manufactured as defined in the Product Characteristics specifications, constituting an integral part of the contract.
Any information contained in catalogues, prospectuses, circulars, advertisements, price lists or any other illustrative documentation by the vendor, and any of the characteristics of samples or models sent by the vendor to the buyer, is not binding unless expressly specified in the contract.
Guarantee for the goods and limited responsibility
The vendor guarantees that its products will comply with the specifications expressly agreed upon at a prior date by both parties in the "Technical characteristics" and accepted as such by the buyer. The guarantee covering defects is limited to product defects due to manufacturing or material faults attributable to the vendor.
The guarantee does not cover machine parts subject to normal wear, such as: rubber sleeves and expansion grips for chucks, drive belts, etc. For the silicone coated rollers, the guarantee only covers the adhesion of the coating to the metal. The guarantee is only applicable to original replacement parts. The vendor, furthermore, is not bound by the guarantee in the event of faults, malfunctions and/or reduced performance due to any external factors, such as, for example: wrong installation, tampering, modification or repairs by persons not authorized in writing, incorrect voltage in power supply lines, no conformity with the predispositions required, radio interference or any other form of interference, mains line disturbances, negligence, failure to conduct maintenance as specified in the manual, user incompetence, fire, natural phenomena and war.
All shipments of products and/or any type of replacement part, whether as replacements under guarantee or otherwise, samples, etc. will be adequately packed and protected both internally (with shock protection filler) and externally (robust, sealed boxes) to prevent damage during transport rendering inspection difficult and/or requiring repair.
When returning electronic material (boards, devices, Eprom chips and all other components, whether under guarantee or otherwise) the buyer must return the component in its original or equivalent packaging and must only use anti-static bagging or packaging in contact with the device (boards, etc.).
The use of any inappropriate packing voids the guarantee, resulting in the full price of the goods being invoiced to the buyer.
The guarantee is considered void in the following cases:
1. if parts returned as defects are found to have been tampered with, or inappropriately or incorrectly repaired without the authorization of the vendor;
2. in the event of non-payment, whether total or partial, for the goods. The guarantee has a validity of 12 months from the date of delivery, unless otherwise stipulated and specified in the general conditions under the section headed "Guarantee", and a validity of 6 months for replaced parts, subject to the receipt of a correctly compiled complaint from the buyer, in compliance with the following article, and subject to the express request for services covered by the guarantee received by the vendor in writing from the buyer. In response to the aforementioned request, after considering the nature of the complaint and within a reasonable period of time, the vendor is bound to (at its own discretion) either:
a) provide the buyer free of charge with the same type and quantity of replacements for the parts considered defective or non-compliant with the agreed terms; in this event, the vendor may demand the return of said defective parts, which will become the vendor's property;
b) at its own expense, repair parts considered defective or modify parts that do not comply with the agreed terms.
Defective materials must be reshipped, at the buyer's expense, to the vendor for replacement within 15 days of receipt of the goods. In the event of inobservance of the above, the catalogue price for the replacement parts applicable at the time of replacement will be charged to the buyer. Replacement material will be shipped to the buyer's address or to the dealer at the expense of the vendor. If, upon inspection of the returned material, the vendor determines that the case is not subject to the conditions of guarantee, the full price of the material shipped will be invoiced to the buyer, in addition to the shipping costs incurred. In the event of technical assistance performed under guarantee at the premises of the user, labour costs will be at the expense of the vendor, whereas all expenses for transfer, board and lodgings will be at the expense of the buyer.
The guarantee described herein incorporates and replaces all legal guarantees for defects and compliance and excludes all other possible liability of the vendor relative to the products supplied. The buyer may not forward any other requests for reimbursement for damages and no other claims may be made on the vendor.
The vendor cannot, in any circumstance, be held responsible for indirect damages or lost profit and cannot be held liable for damages due to accidents of any shape or form occurring during the use of its products.
Form and terms of claims
Complaints regarding the compliance of the products must be made in writing and must indicate in detail the defects and/or non-compliances contested within 30 days of the installation and initial test report.
Delivery and shipping
Unless otherwise specified in the order confirmation and/or pro-forma invoice, the goods will be delivered ex works. It is understood that the delivery and shipping of the product are at the expense of the client and at the risk of the client, even when shipped by, and at the expense of, the vendor, as stipulated by Incoterms 2010.
Where the date of delivery has not been expressly agreed upon by both parties, the vendor will not supply the products before receipt of the agreed advance payment. The vendor cannot be held responsible for delays due to causes beyond its control.
Price and terms of payment
The buyer undertakes to pay the sum specified in the order confirmation/pro-forma invoice in compliance with the terms agreed upon for the purchase of products. Unless otherwise specified, payment must be made via the bank specified by the vendor in accordance with the methods and within the period specified in the order confirmation/pro-forma invoice. In the event of both parties agreeing upon payment made by documentary credit, payment backed by bank guarantee or by a stand by letter of credit, the bank specified by the vendor must be informed of the same 30 days prior to the expected delivery date by a letter requesting the issue of the documentary credit, bank guarantee or stand by letter of credit, which will then be given to the buyer by the vendor together with the order confirmation/pro-forma invoice, constituting an integral part of this contract.
In the event of a part or the entirety of the payment remaining unpaid after delivery, the delivered goods will remain the property of the vendor until the full price agreed has been paid.
Causes beyond the vendor's control and limited liability
In the event of fire, building failure, floods, missed supplies, transport disturbances, delays by suppliers or transport agents, strikes, lock-outs or any other event beyond the control of the vendor, which impedes or significantly reduces production and/or causes delays in delivery, the party affected (vendor) has the right to be granted a sufficient extension (to be defined from case to case) of the terms of delivery, or for the collection of returned products, provided that it informs the other party of the aforementioned causes beyond its control in good time. Once the extended terms described above have elapsed, should the conditions beyond the vendor's control continue, the other party may cancel the contract, informing the breaching party in writing by registered mail with return receipt. In this case, the latter party will not be liable for damages.
Any interpretation of the general conditions of sale may only be made with reference to the wording herein. Any modification or amendments to these general conditions of sale made by either party to the contract must be made in writing. Inobservance of this term cancels the contract. The exemption of any one or more of the terms of these general conditions does not extend or apply to any other term and does not implicate an intention to waive the general conditions as a whole.
The general conditions for sale herein, with the exception of any exemptions agreed upon in writing, govern all current and future contracts of sale between the parties.
In the absence of any other agreements between the parties, all sales contracts and the general conditions for sale herein will be subject to the Vienna Convention on the sale of moveable goods, dated 1980, henceforth referred to as the VCMG. All matters not expressly regulated by the VCMG will be subject to Swedish law.
Resolution of disputes
For all disputes relative to this contract, the court of competent jurisdiction will be the Court of Landskrona, Sweden. The vendor reserves the right to submit the dispute for deliberation to the competent judicial authority for the domicile of the buyer. The aforementioned conditions regulate all dealings, pertinent to the supply of goods in response to your orders and subject to our confirmation, conducted between our company (vendor) and yours (buyer).