General conditions of sale

§ 1 General

These general terms and conditions of sale apply to all sales and deliveries of products from Tribotec's product range (the "Product(s)") and are included in Tribotec's quotations and order confirmations as well as in sales agreements between Tribotec and the Buyer. No deviating or supplementary rules or conditions shall apply without Tribotec's express written consent. All Products marketed by Tribotec are intended for professional use in industry.

§ 2 Origin of the agreement

2.1 Tribotec's quotations are not binding without a written undertaking to that effect. The agreement ("Sales Agreement") between Tribotec and the Buyer is concluded by Tribotec confirming the Buyer's order in writing. Such confirmed order is subject to these general terms and conditions of sale.

2.2 Orders with a net value of less than SEK 1000 are not accepted.

§ 3 Delivery

3.1 Unless otherwise specifically agreed between the parties or pursuant to the Sales Agreement, the Products are delivered EXW (Incoterms 2010) (Metallvägen 2, 435 33 Mölnlycke, Sweden).

3.2 If the Buyer wishes for Recipient Freight, this shall be stated on the order from the Buyer. If the parties agree on Recipient Freight, this means that Tribotec will engage a carrier contracted by the Buyer at the Buyer's expense. The risk and any insurance for the Products during transport/freight is borne by the Buyer. Invoices will not be credited in the event of loss or damage to the Products during transport/freight.

3.3 If the Buyer wishes to add a freight charge, this shall be stated on the order from the Buyer. If the parties agree on additional freight costs, this means that Tribotec will appoint and engage its own carrier at the Buyer's expense. The risk and any insurance for the Products during transport/freight shall be borne by the Buyer. Tribotec shall ensure that delivery is made to the place specified by the Purchaser and shall be entitled to additionally invoice the Purchaser for all costs attributable to the freight/transport. Invoicing can be done separately or directly on the goods invoice. Invoices will not be credited in the event of loss or damage to the Products during transport/freight.

3.4 If the Buyer wishes Other Carrier, this shall be stated on the order from the Buyer together with information on where and to whom the delivery is to be made. If the parties agree on Other Freight Payer, this means that Tribotec will engage the carrier contracted by the Buyer at the Buyer's expense. The risk and any insurance for the Products during transport/freight is borne by the Buyer. Invoices will not be credited in the event of loss or damage to the Products during transport/freight.

3.5 The risk for the Products in the event of delivery in accordance with clauses 3.2 - 3.4 above is transferred to the Buyer when the Products are loaded onto the carrier's means of transport at Tribotec.

3.6 The stated delivery time shall be deemed to be approximate, unless a specific delivery time has been confirmed in writing by Tribotec. In the event of delivery in accordance with clauses 3.2 - 3.4 above, the Products shall be deemed to have been delivered by Tribotec when the Products are loaded onto the carrier's means of transport at Tribotec, unless otherwise specifically agreed in writing between the parties or stated in the Sales Agreement.

3.7 If the Buyer's transport instructions are delayed or provide for delivery later than stated in the Sales Contract, delivery shall be deemed to have been effected and the Products shall be stored for the Buyer at the Buyer's expense.

3.8 Special packaging is charged separately on the goods invoice in accordance with Tribotec's prices applicable at the time.

§ 4 Transfer of ownership

4.1 The ownership of delivered Products shall remain with Tribotec until payment has been made in full. During the period during which Tribotec retains ownership, the Purchaser shall store the Products on behalf of Tribotec. If the Buyer fails to pay for the Products in accordance with the payment terms stated on the invoice, Tribotec shall be entitled to take back the Products without prior notice. Products that have not yet been paid for shall be stored separately from other property and labelled as belonging to Tribotec.

4.2 Notwithstanding the provisions of paragraph 4.1 above, the Purchaser shall have the right to use the Products in its normal production before full payment has been made and the retention of title will apply to that part of the Products which is intact at the time.

4.3 The risk of loss of or damage to the Products shall pass to the Buyer immediately after delivery of the same has taken place in accordance with the applicable delivery terms.

§ 5 Prices

5.1 Prices are quoted exclusive of value added tax (VAT) and applicable VAT will be added.

5.2 The price is based on exchange rates, as well as on customs duties, taxes and other public charges, applicable at the time of the conclusion of the Sales Agreement. In the event of any changes after the date of the conclusion of the Sales Agreement in the relevant exchange rates or in applicable taxes or public charges or if circumstances have arisen which Tribotec could not reasonably have foreseen or controlled earlier, Tribotec shall be entitled to adjust the prices accordingly or to compensate for the change.

5.3 In the event of an increase in the cost of energy, raw materials or other resources necessary for the manufacture of the Products occurring before the agreed delivery date, Tribotec shall be entitled to increase the price of the Products ordered accordingly by written notice to the Purchaser, provided that the Purchaser has the right to cancel the purchase within seven days of receipt of such notice.

§ 6 Payment

6.1 Payment shall be made in accordance with the payment terms indicated on the invoice by transfer to the bank account indicated. Unless otherwise specifically agreed or stated on the invoice, amounts are due for payment 30 days net from the invoice date. If the Buyer fails to pay the agreed amount on the due date, Tribotec shall, in addition to other applicable sanctions, be entitled to:

a) charge interest at the rate of two (2) per cent on the amount of the claim for each month or part thereof and charge a late payment fee of SEK 50;

b) be reimbursed by the Buyer for all costs incurred in the recovery of the outstanding debt;

c) suspend deliveries until payment of all claims has been made.

6.2 Amounts paid by the Buyer shall be deemed to constitute payment of outstanding claims in chronological order based on their respective due dates.

§ 7 Guarantees

7.1 Tribotec warrants that a Product conforms to the material certificate issued by Tribotec for the specific Product.

TRIBOTEC MAKES NO OTHER EXPRESS OR IMPLIED PROMISE OR WARRANTY, NOR DOES TRIBOTEC WARRANT THAT THE PRODUCT IS MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE, UNLESS THIS HAS BEEN CONFIRMED IN WRITING IN ACCORDANCE WITH CLAUSE 7.2 BELOW.

7.2 Recommendations or statements regarding the Products do not constitute a warranty without written confirmation thereof by Tribotec. Buyer must itself verify, by testing or otherwise, the suitability of the Products for the intended purpose, taking into account all factors affecting the intended use. This includes checking and reconciling the intended use of the Products against applicable material certificates. If Tribotec has undertaken to carry out tests or trials on behalf of the Buyer, Tribotec accepts no responsibility for this:

a) utilisation of the result for a specific purpose, where such use has not been clearly confirmed in writing,

b) different interpretation of the data produced than explicitly stated, and

c) deviations from the results occurring outside the laboratory environment due to factors other than the established parameters of the tests or trials.

7.3 If the Buyer wishes a product or analysis certificate, Tribotec will provide such a certificate for a fee announced by Tribotec from time to time.

§ 8 Returns

Only returns of complete, unopened original packaging authorised in advance in writing by Tribotec will be credited. Incorrect orders will be credited at 80 % of the product price. Customised and specially ordered Products may not be returned. In case of returns, the Buyer shall contact Tribotec's customer service on tel: 031-887880 and return the Products to the address: Metallvägen 2, 435 33 Mölnlycke.

§ 9 Limitation of liability

Tribotec shall not be liable for loss of profit, loss of production, indirect or other special incidental or consequential damages, whether or not caused by negligence. Tribotec's liability and Buyer's sole remedy for any damage arising out of

1) defective products,

2) sales of products,

3) the use of Products, or

4) non-delivery or delayed delivery of the Products is, in addition to the product liability remedies set out in paragraph 10 below, expressly limited to an obligation to

1) replace defective Products or

2) refund the purchase price in the event of justified cancellation of the ordered delivery caused by a longer delay in relation to the delivery time specified in the Sales Contract.

No other claims can be made by the Buyer against Tribotec in respect of Products sold under the Sales Agreement.

§ Section 10 Product liability

Tribotec shall compensate the Buyer and indemnify it against any direct costs incurred by the Buyer as a result of the Products causing personal injury or material damage to third parties.

Tribotec shall only be liable for such damage provided that the Buyer has used the Products for the applicable purpose and in strict accordance with the product information sent by Tribotec, and, further, provided that the Buyer has maintained continuous production control, including regular inspections and tests of all production components and end products.

Unless otherwise expressly agreed in writing, liability for personal injury or property damage shall be limited to a maximum of SEK 500,000 per damage event and a maximum of SEK 1,000,000 per year. Other possible claims for compensation from third parties relating to the Products are beyond Tribotec's responsibility. The Purchaser shall indemnify Tribotec in the event that such claims for compensation are directed against Tribotec.

§ 11 Inspection, complaints, notification.

Immediately after delivery of the Products, the Purchaser shall inspect them by analysis or otherwise and in so doing shall exercise such care as is customary or required in the circumstances of the individual case. Any complaints regarding the quantity or visible condition of the delivered Products shall be submitted to Tribotec within 30 days of delivery of the Products. Any complaints regarding hidden defects in the Products shall be submitted to Tribotec within two (2) months of delivery. Failure to make a complaint within the above-mentioned complaint periods means that the Products are deemed to be in accordance with the specifications. Defective Products shall not be destroyed or returned to Tribotec without Tribotec's prior written consent.

§ 12 Force Majeure

Neither party shall be liable for delays resulting from events beyond its control (Force Majeure Event), including strikes or other labour disputes, shortages of raw materials or other production resources, lack of transport services, breakdown of plant, fire and explosions, war and warlike conditions (including terrorist acts). The contracting party that cannot fulfil its obligations due to the Force Majeure Event shall notify the other party thereof without delay and give an estimated time for fulfilment. Each Party shall have the right to suspend performance of its obligations under the Contract if the other Party is unable to fulfil its obligations for a period exceeding three (3) months due to an Event of Force Majeure.

§ 13 Unforeseen circumstances

If the circumstances existing at the time of the conclusion of the Sales Agreement should change before the delivery time to such an extent that the fulfilment of one or more of the obligations for either party would become unreasonably burdensome and this change could not reasonably have been foreseen by the contracting party concerned, Tribotec and the Buyer shall attempt to eliminate the problem in question in order to preserve the intentions of the Sales Agreement including the original balance between the contracting parties. If no settlement is reached within a reasonable time, the affected contracting party shall have the right to cancel the Sales Agreement with respect to non-performed deliveries.

§ 14 Applicable law, legal forum

The Sales Agreement shall be governed by and construed in accordance with the laws and regulations of Sweden. Disputes relating to the Sales Agreement shall, without exception, be referred to the competent court in the place where Tribotec's head office is located.