GENERAL TERMS OF SALE – BUSINESS
GENERAL TERMS OF SALE – BUSINESS
1. These general terms of sale apply between the Customer and Theofils ("Seller") unless the parties have agreed otherwise in writing.
When the term "written" or "in writing" is used in these provisions, it refers to a document signed by both parties or letter, email, or other forms of communication agreed upon by the parties.
PACKAGING
2. Prices in quotes/bids and agreements shall, unless otherwise stated, be understood to include the Seller's standard packaging
PRODUCT INFORMATION
3. Information provided in marketing materials by the Seller and in price lists and other product information is binding only to the extent that the agreement explicitly refers to them.
QUOTE AND ORDER CONFIRMATION
4. The Seller's quote or bid is valid, with the exceptions stated in these general terms of sale and unless otherwise stated in the quote, for 30 days from the date of the quote/bid. The quote/bid is binding subject to interim agreements and applies only to undivided orders.
5. Order confirmation from the Seller that the Customer has not objected to in writing within 8 days after the date of confirmation shall be considered approved in its entirety by the Customer.
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PRICES AND PAYMENT
6. All prices are based on the Seller's applicable procurement or manufacturing costs on the date of the Seller's quote/bid or order confirmation. If these costs subsequently increase due to price changes from the Seller's supplier, changes in customs, freight, or insurance costs, changes in exchange rates, or other reasons beyond the Seller's control, the Seller reserves the right to correspondingly increase the agreed price. The Seller is obliged to immediately notify the Customer of price changes.
7. Increased procurement costs caused by the Customer's express request for immediate delivery shall be paid by the Customer.
8. All prices are exclusive of value-added tax or similar taxes and/or fees. Freight and any packaging costs are not included in the price unless otherwise agreed.
9. Payment shall be made within 30 days from the invoice date unless otherwise agreed.
10. If the Customer suspends payments, is declared bankrupt, enters liquidation, undergoes corporate restructuring, or is otherwise insolvent, the Seller has the right to stop delivery and condition delivery on the Customer paying in cash or providing adequate security for the agreed price and other costs to be paid by the Customer. The Seller reserves the right to conduct a customary credit assessment of the Customer, including obtaining a credit report, and based on this assessment, require the Customer to pay in cash.
11. The Seller has the right to withhold delivery if the Customer fails to pay. The goods remain the Seller's property until fully paid, to the extent that such retention of title is valid under law.
12. If the Customer does not pay within the prescribed time, or within the time otherwise specifically agreed, default interest shall be charged at the reference rate applicable at any given time plus 8 percentage points, as well as a late fee according to the information on the invoice. If payment is not made within sixty (60) days from the due date, despite reminders, the Seller has the right – without regard to what is stated in the first paragraph – to terminate the agreement with immediate effect by written notice to the Customer.
13. Objections to the invoice must be made within 8 days from the invoice date to be considered.
DELIVERY TIME AND DELAY
14. Delivery shall be made in accordance with what is stipulated in the order confirmation. In addition to the delivery time established in the individual agreement, the Seller is entitled, if necessary, to extend the delivery time by an additional quarter of the agreed delivery time, but at least one week and at most one month. Delivery is considered to have been made on time if the goods within the delivery time (or new delivery time after extension) have either been picked up/dispatched or reported ready for pickup/dispatch.
15. If no delivery clause has been agreed, delivery shall be made free from the Seller's warehouse, Jönköping, according to the INCOTERMS applicable at the time of the agreement. If the Seller has expressly undertaken in the agreement to arrange transport and insurance of the goods, the Customer will be charged the costs incurred. For shipments outside Sweden, different rates apply. For more information regarding international shipping, contact the order department.
16. The Seller is not responsible for delayed delivery due to circumstances at the Seller's supplier if the circumstances causing the delay are beyond the Seller's control.
17. The Seller shall notify the Customer of any anticipated change in the delivery time for the whole or parts of the delivery.
18. To the extent that the agreed delivery concerns unique products (i.e., products not included in the Seller's regular range), the Customer lacks the right to cancel if the delivery is delayed and the delay is due to reasons beyond the Seller's control. To the extent that the agreed delivery concerns standard products, the Customer has the right to cancel if the delay exceeds 8 days beyond the extension period that the Seller is entitled to according to point 14.
RECEIPT INSPECTION, DEFECTS OR SHORTAGES
19. The Customer shall perform a receipt inspection upon receiving the goods. The Customer's receipt inspection shall include, among other things, reconciliation of received goods against the delivery note and inspection for visible damage to the goods and their packaging. Any discrepancies in quantity and observed damages shall be reported to the carrier and noted on the consignment note when the goods are acknowledged. The Customer shall also inspect the goods in other customary ways and in accordance with the Sale of Goods Act.
20. Complaints about delivered quantity shall be made within 8 days from the receipt of the goods. Complaints about quality, tolerances, etc., shall be made immediately after the discrepancy is discovered, but no later than 1 month from the receipt of the goods. If the Customer fails to make such a complaint within the prescribed time, despite discovering or should have discovered the discrepancy, the Customer loses the right to claim remedies for defects.
21. Complaints according to point 20 shall be made in writing without unreasonable delay after the defect has been discovered and shall include information about the nature of the discrepancy and the extent of the shortage.
22. If the goods are found to be defective, the Seller is obliged to, within a reasonable time, replace, repair, or rework the delivered goods at no cost. The Seller is free to choose which of these measures to take. However, the Seller has no responsibility for defects caused by circumstances beyond the Seller's control. Circumstances at the Seller's supplier shall be considered beyond the Seller's control.
23. The Seller's liability for defects according to point 22 only covers defects that appear within one year from the day the goods were delivered.
24. If the Seller does not remedy defects specified in point 22 within a reasonable time, the Customer has the right to cancel the agreement regarding the part of the delivery affected by the defect. This right of cancellation includes the entire delivery if the defective part is a significant part of the delivery and the purpose of the delivery is frustrated by the defect. The Customer's right of cancellation arises no earlier than four weeks after the defect should have been remedied.
25. In addition to what is stipulated in points 22-24, the Seller has no liability for defects or for failure to deliver replacements, etc. This applies to any loss that the defect or failure may cause, such as production loss, lost profit, and other economic consequential loss.
CANCELLATION
26. Cancellation of goods not yet delivered may only occur with the Seller's written approval. If the Seller approves the cancellation, the Customer is only entitled to a refund of the paid price. The Customer shall, except for the paid price, fully compensate the Seller's loss due to the cancellation.
RETURN
27. Return of damaged or incorrect goods may only occur after the Seller has approved the return.
28. When returning the goods, they must be delivered back to the Seller at the Customer's expense in the original packaging and in the same condition as when delivered to the Customer. If this is not done, the goods will not be credited. A copy of the invoice or receipt must be included when returning the goods.
29. When the Seller has approved the return, despite no fault in the goods or delivery, the Customer will be credited the invoice value minus 20 percent and a return handling fee of 250 SEK. For the delivery of the goods to the Seller, the provisions in point 28 apply. Goods not part of the Seller's stock range will only be credited if the Seller's supplier accepts the return.
CHANGE OF AND/OR ADDITION TO ORDER
30. Changes and/or additions to orders are only accepted if the change or addition is made on the same business day as the original order placement. Thereafter, changes and additions are considered as new orders.
LIABILITY FOR PROPERTY DAMAGE CAUSED BY DELIVERED GOODS (PRODUCT DAMAGE)
31. The Seller is not liable for damage that the goods cause to real or personal property or the consequences of such damage if the damage occurs while the goods are in the Customer's possession. The Customer shall indemnify the Seller to the extent that the Seller is held liable to third parties for such damage or loss that the Seller is not responsible for according to the first paragraph. These limitations on the Seller's liability do not apply if the Seller has committed gross negligence. If a third party makes a claim against the Seller or the Customer for compensation for damage or loss referred to in this point 31, the other party shall be immediately notified in writing. The Seller and the Customer are obliged to submit to the court or arbitration tribunal handling compensation claims against either of them if the claim is based on damage or loss allegedly caused by delivered goods. However, the internal relationship between the Seller and the Customer shall always be settled by arbitration according to point 39.
GROUNDS FOR EXEMPTION (FORCE MAJEURE)
32. The following circumstances constitute grounds for exemption if they hinder or make the fulfillment of the agreement unreasonably burdensome: labor disputes and any other circumstances beyond the parties' control, such as fire, natural disasters, and extreme natural events, war, mobilization or military call-up of equivalent scope, requisition, seizure, trade and currency restrictions, riots and civil commotion, scarcity of transport means or labor, general goods shortage, restrictions in the supply of power, and defects in or delays of deliveries from suppliers caused by such grounds for exemption. The aforementioned circumstances constitute grounds for exemption only if their impact on the fulfillment of the agreement could not be foreseen when the agreement was entered into.
33. A party wishing to invoke circumstances constituting grounds for exemption according to point 32 shall immediately notify the other party in writing when such circumstances occur and when they cease. If grounds for exemption cause a party's fulfillment of the agreement to be delayed and this is of significant importance to the other party, the latter has the right to immediately terminate the agreement by written notice. Regardless of what otherwise applies according to these provisions, a party may terminate the agreement by written notice to the other party if the fulfillment of the agreement is delayed by more than 3 months due to grounds for exemption mentioned in point 32.
SAMPLES, DRAWINGS, AND TECHNICAL DESCRIPTIONS
34. Samples, drawings, and technical descriptions provided by the Seller are and remain the Seller's property and are protected by the Copyright Act (1960:729) and constitute trade secrets according to the Trade Secrets Act (1990:409). The material may not be copied, disclosed to third parties, or otherwise used in a way that could harm the Seller's interests. Information about weights, dimensions, performance, or other data provided in catalogs, brochures, drawings, or other informational material is approximate, and the Seller reserves the right to make such changes even during ongoing delivery as are necessitated by material issues, manufacturing methods, or reasons beyond the Seller's control. The Seller also reserves the right for typographical errors in marketing materials.
LIMITATION OF LIABILITY, WARRANTY, ETC.
35. In addition to what is stated in these general terms of sale, the Seller has no liability for delays or defects in the goods. The Seller is therefore not obliged to compensate the Customer for expenses, production losses, lost profits, or other direct or indirect losses due to delays or defects in the goods. This limitation of liability applies only if the Seller has not acted with gross negligence.
36. Published information about the Seller's goods originating from the Seller's suppliers does not in itself constitute a warranty from the Seller that the goods fully correspond to the information provided by the supplier. It is therefore the Customer's responsibility to ensure that the goods meet all the conditions specified by the supplier. The variety of possible uses for each product and the development of new applications mean that the Customer must carefully assess the suitability of the goods for the intended use.
37. The Seller's technical advice on usage provided at any time corresponds to the knowledge that the Seller possesses at that time about the goods and their areas of application. The advice does not constitute a warranty or assurance of the goods' specific properties or areas of application. It is therefore the Customer's responsibility to ensure that the properties of the goods are in accordance with the Customer's specific needs, production processes, and areas of application.
38. Compensation for any complaints is considered goodwill from the Seller and should never be regarded as an acknowledgment of liability or fault unless the Seller has expressly admitted such liability or fault in writing.
DISPUTE AND APPLICABLE LAW
39. Disputes arising from this agreement shall be finally settled by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce for simplified arbitration with a sole arbitrator. The arbitration shall take place in Jönköping. However, if the value of the dispute is less than three price base amounts, the dispute shall be settled in the general court with Jönköping District Court as the first instance.