Chen Karlsson AB General Terms and Conditions of sale

These General Terms and Conditions of Sale shall, unless otherwise agreed to in writing, apply to all deliveries of products and related services provided by Chen Karlsson AB (hereinafter “Chen Karlsson”) to buyer. All references to the “Agreement” in these General Terms and Conditions of Sale shall mean the quotation, the binding order, these General Terms and Conditions of Sale and any other documentation referred to by Chen Karlsson in the quotation.
Any general conditions referred to by buyer in e.g. quotations, orders, delivery schedules, etc. shall be valid only if explicitly accepted in writing by Chen Karlsson.

Any quotation provided by Chen Karlsson demonstrates an intention to be bound by Chen Karlsson and must be accepted by buyer in full within two weeks from quotation date, unless otherwise stated in the quotation. Buyer may accept the quotation by telephone but shall be required to provide a written acceptance if requested by Chen Karlsson. An order is binding on both parties once the quotation has been accepted by buyer.
Unless specifically agreed in writing, buyer shall not be permitted to cancel binding orders.

The products shall be delivered Ex Works ALL Logistik AB, Strandvägen 2, 696 74 Hammar, Sweden (Incoterms 2010), unless otherwise expressly agreed between Chen Karlsson and buyer.
The delivery date stated in the order is Chen Karlsson’s best estimate of the delivery date. Products may normally be delivered within 7-14 days from buyer’s acceptance of the quotation. If Chen Karlsson anticipates that it will not be able to deliver in time, Chen Karlsson shall promptly inform buyer thereof, and, if possible, the time when delivery can be expected.
If the products are delayed by more than one (1) month, buyer may by written notification require delivery within a reasonable final period that shall not be less than one week. Should Chen Karlsson not deliver within such final period, and this is not due to any circumstance for which buyer is responsible, then buyer may by written notification to Chen Karlsson cancel the relevant order.
Cancellation according to section 3.3 is the only remedy available to buyer in case of delay on the part of Chen Karlsson.

If buyer anticipates that it will be unable to accept delivery of the products at the agreed delivery time, buyer shall promptly notify Chen Karlsson thereof and, if possible, specify when it will be able to accept delivery. If buyer fails to accept delivery of the products at the agreed delivery time, buyer shall nevertheless be liable to pay for the goods as if delivery had taken place. If possible, Chen Karlsson will arrange for storage of the products at buyer’s risk and expense.

Buyer shall pay the price for the products stated in the quotation. The price does not include VAT, import or export duties or other public charges and fees. Packaging is not included in the purchase price. The product will be delivered in Chen Karlsson’s standard packaging.

Payment shall be made in EUR.
Payment shall, subject to section 5.3 below, be made within ten (10) days from the date of invoice by electronic wire transfer. Where buyer is not equipped to pay by wire transfer, buyer agrees to reimburse Chen Karlsson for any costs associated with processing alternate forms of payment.
Unless otherwise agreed, buyer must pay 50 % of the order value in advance prior to delivery (immediately after acceptance of quotation), and 50 % upon delivery (payment terms 10 days). No deliveries will be made by Chen Karlsson until advance payment has been made. Such payment terms shall prevail until Chen Karlsson notifies buyer otherwise.
Payment in due time is of the essence of the Agreement. Chen Karlsson shall upon late payment by buyer be entitled to interest on the sum overdue from the due date until full payment has been made. The interest rate shall per annum be calculated in accordance with § 6 of the Swedish Interest Act (1975:635) (Sw. räntelagen).
Chen Karlsson shall have the right to suspend further delivery of products in case of buyer’s default of payment and to request security for payment of ordered products.

6.Local law and regulations
Unless otherwise agreed, buyer is responsible for all permits required, inspections, information and compliance with applicable local rules, regulations and other requirements relating to the products (e.g. with respect to sale and use), including technical requirements, in the country where buyer will sell or use the products.

Chen Karlsson warrants that the products conform to the specification provided by Chen Karlsson to buyer. No other warranties, expressed or implied through application of law or regulation are applicable. The warranty set out in this section shall be void where buyer fails to report defects within a reasonable time from when the defect was discovered, attempts to repair or alter the product itself or causes the products to be repaired or altered by a third party not authorized by Chen Karlsson.
Chen Karlsson does not warrant the merchantability, aptness, utility, functionality of products or products’ fitness for a particular purpose.
Buyer shall at all times follow Chen Karlsson’s instructions related to the products. Chen Karlsson is not liable for defects in the products caused by normal wear and tear, incorrect use, storage, maintenance, mounting, installation or refinement of the products by buyer or by any third party, or if buyer or any third party has not followed Chen Karlsson’s instructions. Chen Karlsson is further not liable for defects arising out of materials provided, or a design stipulated or specified by buyer.
Buyer must inspect the products at its own expense within a reasonable time after delivery and report any defects to Chen Karlsson immediately in writing. Where defects are latent, they must be reported immediately upon being discovered by buyer.
Chen Karlsson’s warranty set out in section 7.1 is limited to defects which are discovered and reported within twelve (12) months from delivery date. The original warranty period for any product which has been repaired or replaced by Chen Karlsson will not be extended.
Chen Karlsson’s liability for defective products is limited to replacement or repair of the defective products or refund of purchase price. Chen Karlsson may in its own sole discretion decide what remedy to undertake. The provision in this section shall constitute Chen Karlsson’s exclusive liability and sole remedy for any and all damages resulting from defective products.

The total liability of Chen Karlsson for any claim whether in contract, tort (including negligence) or otherwise arising out of, connected with or resulting from the manufacture, sale, delivery, resale, replacement or use of any product shall in no event exceed the price agreed for the product which have given rise to such claim.
In no event, including without limitation if the products are defective, infringing, delayed, or not delivered, will Chen Karlsson be liable for any special, incidental, indirect, or consequential damages (such as lost profits), whether under a contract, tort, warranty, or other legal theory.
Chen Karlsson does not undertake any responsibility for the consequence of the use of any product in combination with any other defective or substandard material, substance or product.

9.Product liability
Chen Karlsson shall only be liable for personal injury or property damage caused by the products in case Chen Karlsson is liable according to applicable mandatory product liability law.
If Chen Karlsson incurs liability towards any third party for such damage or loss that Chen Karlsson is not liable for according to the Agreement, buyer shall indemnify, defend and hold Chen Karlsson harmless.
10.Intellectual property rights
Chen Karlsson retains ownership of all intellectual property rights related to the products, including but not limited to design, trademarks, logos, pattern, drawings, copyright and patents, as well as to any products developed in the course of or arising from work for buyer. Buyer shall not assert any claims to these rights. All brochures, manuals and other literature provided to buyer remain the property of Chen Karlsson, shall be held in confidence by buyer and shall not be used in a manner detrimental to the business of Chen Karlsson.

11.Subsequent improvements
Chen Karlsson may make improvements in design or otherwise to its products without creating a duty to improve or upgrade products previously sold to buyer.

12.Force majeure
Chen Karlsson shall not be liable for failure or delay in the performance of any obligation under the Agreement if the failure or delay is caused by circumstances beyond Chen Karlsson’s control which hinder or considerably obstruct the manufacture or delivery of the products. Such circumstances shall be deemed to be difficulties with the procurement of raw materials for the products as well as other hardships and disturbances such as, including but not limited to, civil disturbances, strikes, lock-outs, fire, riots, war, explosions, shortage of fuel or energy, lack of transportation, obstruction or stoppage of shipping and other transport difficulties and break-downs or failure of any kind to or of Chen Karlsson’s equipment or facilities necessary for the performance of the obligations of Chen Karlsson, and which obstruct or delay delivery from Chen Karlsson.

All information which is not publically available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to Chen Karlsson or to any of its business matters, which has been disclosed or may be disclosed to buyer or which buyer has or may otherwise become aware of in connection with the Agreement, shall at all times be kept strictly confidential by buyer and not be used by it for any other purpose than the performance or enforcement of the Agreement, nor be disclosed by it to any third party without the prior written consent of Chen Karlsson.

14.Disputes and governing law
Any dispute, controversy or claim arising out of, or in connection with, the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the institute – taking into account the complexity of the case, the amount in dispute and other circumstances – determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden.
The Agreement shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction. Claims for payment for products or work performed may however be instituted by Chen Karlsson in any competent court of justice.