Lamiflex Group General Conditions of Sales of Goods and Services
DEFINITIONS
In these General Conditions the following terms shall have the meaning set forth below.
”Buyer” means any person who has entered into a Contract with the Seller for purchase and supply of Deliverables.
”Contract” means an agreement entered into by the Buyer and the Seller for sale and supply of Deliverables, including the Seller´s order confirmation, these General Conditions, any agreed specifications or any other agreement made in writing by the parties in relation to the Deliverables.
”Deliverables” shall mean the Goods and/or the Services, as applicable.
”Goods” shall mean the goods sold and delivered by the Seller to the Buyer under the Contract.
”Seller” shall mean Lamiflex AB and/or any of its affiliates.
APPLICABILITY
1. These General Conditions shall apply on all sales and supplies of Deliverables by the Seller to the Buyer.
Deviations from these General Conditions shall not apply unless agreed specifically in writing by authorized representative of the Seller.
ORDERS
2. No Contract shall be considered as entered into until an order confirmation has been provided from the Seller to the Buyer. If the Buyer does not accept the order confirmation it must immediately notify the Seller thereof in writing. If no such notification is given by the Buyer within two (2) business days, the Buyer is bound by the price and other conditions contained in the Seller´s order confirmation. If the goods already have left the seller the buyer is bound to the contract.
3. Orders by the Buyer for Deliverables may not be subject to cancellations or changes without the Seller´s written consent. The Seller reserves the right to charge the Buyer for any costs and expenses incurred in relation to cancellations or changes of orders requested by the Buyer.
DELIVERY OF GOODS
4. The Buyer shall with due care make a customary inspection of the Goods upon delivery and notify the Seller in writing of any defects or shortcomings immediately, and in case of freight damages also noted on the freight documents at unloading. The notification to Seller, shall in no case be later than five (5) business days after the delivery of the Goods. The notice shall contain a description of how the defect manifests itself. If the Buyer fails to notify the Seller of defects or shortcomings, which should reasonably have been discovered through customary inspection, in writing and within the above time limits, it loses its right to make any claim towards the Seller in respect of the defects or shortcomings.
5. Where a delivery term has been agreed in the Contract in relation to delivery of Goods, it shall be interpreted in accordance with the INCOTERMS in force at the formation of the Contract. If not trade term is specifically agreed, the delivery term shall be FCA (defined INCOTERMS 2010, as amended) to the place specified in the Seller´s order confirmation.
6. The date of delivery shall be taken as the date on which the Goods, according to the agreed delivery terms, are to be regarded as handed over.
PRICE AND PAYMENT
7. The applicable prices for the Deliverables are set forth in the Contract. All prices are net taxes, VAT, customs duties and other similar levels or costs, unless otherwise provided in the agreed delivery term or set forth in the Contract.
8. Payment terms: 30 days net from the date of invoice.
9. Delayed payment shall carry penalty interest with Euribor 3M + 8% p.a on any outstanding amount.
10. If the Buyer has failed to pay by the due date, the Seller may suspend further performance of its contractual obligations until full payment of all outstanding invoices are made
If the Buyer has failed to pay the amount due within 60 day after the due date, the Seller may terminate the Contract by giving written notice to the Buyer. The Seller shall furthermore be entitled to full payment for the Deliverables even if it has not been delivered in full and, in addition, to interest on late payment as well as to claim compensation for all the losses suffered.
RETENTION OF TITLE
11. The Goods shall remain the property of the Seller until paid in full, to the extent that such retention of title is legally valid.
INTELLECTUAL PROPERTY
12. The intellectual property entailed in or related to the Deliverables shall at all times be the property of the Seller. Consequently, nothing in the Contract shall be construed as transferring any intellectual property in connection with the sale and delivery of the Deliverables. Consequently, the intellectual property entailed in the goods or in the packaging solutions provided by the Seller will never form part of Contract and will thus always remain the sole property of the Seller, unless so expressly agreed in each individual case and the Buyer has paid separately and specifically for the specific intellectual property.
DELAYED DELIVERY OF DELIVERABLES
13. If the Seller finds that it will not be able to meet the agreed delivery date in relation to the delivery of Deliverables it shall notify the Buyer thereof in writing, stating the cause of the delay and indicating the date on which it expects to be able to deliver.
14. Should a delivery or part-delivery of Deliverables be delayed because the Seller has materially neglected its obligations to begin work or to take other steps within such a time that it can effect delivery of the Deliverables by the due date, the Buyer shall be entitled to cancel the Contract upon giving written notice thereof to the Seller, although such cancellation may be resorted to only if the delay is of material significance to the Buyer and the Seller has realised or should have realised this.
The Buyer may, regardless of the cause of the delay, not cancel a Contract if it has not objected to a prolonged delivery time within two business days, upon receiving notice from the Seller in accordance with clause 13. If the Buyer has raised such objection, the Seller shall have reasonable time to deliver.
15. If the Buyer does not take delivery of the Goods on the agreed delivery date, the Buyer is liable for every cost, loss and expense incurred by the Seller as if the Goods in question had been delivered. The Seller shall, if the Goods is still in the hands of the Seller, arrange for the Goods to be stored at the Buyer´s risk and expense. The Seller may also, at its sole discretion, terminate the Contract and/or claim damages for cost, loss and expense suffered in relation hereto.
LIABILITY FOR DEFECTS IN THE GOODS
16. The Seller undertakes to deliver the Goods in the condition agreed to between the parties and free from faulty design, materials and workmanship in relation to the specifications of the Goods.
17. The Goods shall be regarded as defective if not in compliance with clause 16. In case of defective Goods the Seller shall remedy the defect by way of (at the Seller´s choice) either repairing or replacing the Goods at the Seller´s own cost or by refunding the purchase price paid to the Seller for such defective Goods.
18. The Seller´s liability for defects does not cover defects caused by circumstances, which arise after the risk har passed to the Buyer, nor does it cover normal wear and tear or deterioration. Furthermore, the Seller´s liability does not cover defects due to mishandling, overloading or otherwise attributable to the Buyer or third parties.
19. The Seller´s liability is limited to defects which appear within a period of three (3) months from the date of delivery of the Goods, unless the Goods is intended to be used within a shorter period of time in which case the liability is limited to defects which appear within the intended period of use.
For parts of the Goods, which have been repaired or replaced under clause 17, the Seller shall have the same liability for defects as for the original Goods for a period of three (3) months. For other parts of the Goods, the liability period referred to in paragraph one shall be extended only by the period during which the Goods could not be used due to a defect for which the Seller is liable.
Regardless of the provisions of clauses 17-23, the Seller have no liability for defects in any part of the Goods or any claim, cost, damage or expense related thereto for more than two (2) years from the original delivery date. In addition, the Seller shall have no liability what so ever for any defects in any Goods or any claim, cost, damage or expense related thereto (i) if Goods is used on multiple occasions and/or for multiple trips if such Goods is delivered as expendable packaging, (ii) if Goods in any way or part is used for or in transports which the Goods is not originally intended for, or (iii) the Goods in any other way is used in breach of the Buyer´s instructions or for any other purpose than the Goods was originally delivered for.
20. After receipt of a written notice under clause 4, the Seller shall remedy the defect without undue delay. The Seller shall bear the costs as specified in clauses 17-23. Remedial work shall be carried out at a location of the Seller´s choice. If the Buyer gives such notice as referred to in clause 4, and no defect is found for which the Seller is liable, the Sellers hall be entitled to compensation for work and costs incurred as a result of the notice.
21. If remedy of the defect in the Goods requires intervention in other equipment than the Goods, the Buyer shall be responsible for any work or cost caused thereby.
22. All transports in connection with repair or replacement of Goods shall be at the Seller´s risk and expense. The Buyer shall follow the Seller´s instructions regarding how the transport shall be carried out.
The Buyer shall bear the increase in costs for remedying a defect which the Seller incurs when the Goods are located elsewhere than at the destination stated in the Contract or – if no destination has been stated – the place of delivery.
23. If the Seller fails to fulfil its obligations under clause 20 within a reasonable time, the Buyer may by written notice require it to do so within a final time period. If the defect is substantial or of the defect is not remedied within the final time period, the Buyer may instead terminate the Contract by written notice to the Seller.
24. The Seller shall have no liability for defects save as expressly set forth in clauses 17-34.
LIMITATION OF LIABILITY
25. The Seller shall have no liability for damage to property or physical persons caused by any Deliverable. If a third party lodges a claim for compensation against the Seller or the Buyer for loss or damage referred to in this clause, the other party shall forthwith be notified thereof in writing.
26. It is acknowledged and agreed that the representations and warranties set forth in these General Conditions in relation to the sale and supply of the Deliverables are exclusive and in lieu of all warranties of quality and performance, written, oral or implied, whether in contract tort, negligence, strict liability or otherwise. All other representations or warranties, including but not limited to any future performance warranties and any implied warranties of merchantability and fitness for a particular purpose, are hereby disclaimed.
27. In no event shall the Seller be liable for any consequential or indirect damages, including, but not limited to, costs for third parties (e.g. end customers), loss of profit, loss of goodwill, cost of capital and costs incurred in connection with substitute sources of supply. Furthermore, in no event shall the aggregate liabilities of the Seller exceed the purchase price actually paid by the Buyer to the Seller with respect to the Deliverables in question.
GROUND FOR RELIEF (FORCE MAJEURE)
28. The following circumstances shall constitute grounds for relief if they impede the performance of the Contract or makes performance unreasonably onerous and could not reasonably be foreseen: industrial disputes and any other circumstance beyond the control of the parties, such as fire, war, mobilisation or military call up of a comparable scope, requisition, seizure, trade and currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the supply of power and defects or delays in deliveries by subcontractors caused by any such circumstance as referred to in this clause.
29. The party wishing to claim relief under clause 28 shall without delay notify the other party in writing on the intervention and on the cessation of such circumstance.
If grounds for relief prevent the Buyer from fulfilling its obligations, the Buyer shall reimburse the expenses incurred by the Seller in securing and protecting the Goods.
30. Notwithstanding other provisions of these General Conditions, either party shall be entitled to terminate the Contract by notice in writing to the other party, if performance of the Contract is delayed more than six months by reason of any grounds for relief as described in clause 28.
CONFIDENTIALITY
31. All information exchanged or otherwise transferred between the parties during the term of the Contract shall be treated as confidential, not be disclosed to any third parties and only used for the purposes of the Contract.
DISPUTES, APPLICABLE LAW
32. Disputes arising out of or in connection with the Contract shall not be brought before the court, but shall be finally settled by arbitration in accordance with the law on arbitration applicable in Sweden.
33. All disputes arising out of the Contract and that cannot be settled by arbitration shall be judged according to the laws of Sweden, and parties hereby submit to the jurisdiction of the Swedish Courts.
DATA PROTECTION
34. Data subject to data protection laws may be provided by the Buyer to the Seller and will in such case be processed by the Seller in order to manage the existing business relationship between the Buyer and the Seller, to provide the Deliverables and related products and services, and for administrative and marketing purposes. The Sellers hall only process the data in accordance with applicable law. Upon written request the Seller will correct any data that is incorrect, incomplete or misleading. The Seller will also, once per year and free of charge upon written request, give information on what personal data that is processed about the requesting registered company or person.
35. Should the Seller under applicable law be considered as a personal data processor on behalf of the Buyer, the Seller undertakes to take appropriate technical and organizational measures to protect the data as required by applicable law.