§ 1. General
The present general conditions of sale apply to all sales and deliveries of products from Tribotec's product range ("Product/s") and are included in Tribotec's offers 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 and written consent. All Products that Tribotec markets are intended for professional use in industry.
§ 2 Origin of the agreement
2.1 Tribotec's quotations are not binding without a written commitment to that effect. The agreement (the "Sales Agreement") between Tribotec and the Buyer is established by Tribotec's written confirmation of the Buyer's order. For such confirmed order, these general terms and conditions of sale apply.
2.2 Orders with a net value of less than SEK 1,000 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).
3.2 If the Buyer wishes Consignee shipping, this must be stated on the order from the Buyer. If the parties agree on consignee shipping, this means that Tribotec hires a carrier contracted by the Buyer at the Buyer's expense. The Buyer bears the risk and any insurance for the Products during transport/shipping. The goods invoice is not credited in the event of loss or damage to the Products during transport/shipping.
3.3 If the Buyer wishes Shipping costs to be added, this must be stated on the order from the Buyer. If the parties agree on Freight cost Additional, this means that Tribotec appoints and hires its own carrier at the Buyer's expense. The Buyer bears the risk and any insurance for the Products during transport/shipping. Tribotec ensures that the delivery takes place to the place specified by the Buyer and has the right to additionally invoice the Buyer for all costs attributable to the shipping/transport. Invoicing can be done separately or directly on the goods invoice. The goods invoice is not credited in the event of loss or damage to the Products during transport/shipping.
3.4 If the Buyer wishes Another Freight Payer, this must be stated on the order from the Buyer together with information about where and to whom the delivery is to take place. If the parties agree on a different Freight Payer, this means that Tribotec employs a carrier contracted by the Buyer at the Buyer's expense. The Buyer bears the risk and any insurance for the Products during transport/shipping. The goods invoice is not credited in the event of loss or damage to the Products during transport/shipping.
3.5 The risk for the Products upon delivery according to points 3.2 – 3.4 above passes to the Buyer, when the Products are loaded on board the carrier's means of transport at Tribotec.
3.6 Stated delivery time shall be considered approximate, if certain specific delivery time has not been confirmed in writing by Tribotec. When delivered according to points 3.2 - 3.4 above, the Products shall be considered delivered by Tribotec when the Products are loaded on board 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 stipulate delivery later than stated in the Sales Agreement, delivery is deemed to have been made, and the Products are 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 current prices for this.
§ 4 Transfer of ownership
4.1 Ownership of delivered Products remains with Tribotec until payment has been made in full. During the period during which Tribotec retains ownership, the Buyer must store the Products on behalf of Tribotec. If the Buyer does not make payment for the Products in accordance with the payment terms specified on the invoice, Tribotec has the right to repossess the Products, without prior notice. Products that have not yet been paid for must be stored separately from other property and labeled as belonging to Tribotec.
4.2 Regardless of what is prescribed in paragraph 4.1 above, the Buyer shall have the right to use the Products in its normal production before the full payment has been made and the retention of title will apply to the part of the Products that is at any time intact.
4.3 The risk of loss of or damage to the Products passes to the Buyer immediately after the delivery of the same has taken place in accordance with the applicable delivery conditions.
§ 5 Prices
5.1 Prices are stated excluding value added tax (VAT) and applicable VAT is added.
5.2 The price is based on exchange rates, as well as on customs duties, taxes and other public charges, which were in force at the time the Sales Agreement was entered into. In the event of any changes after the date of the Sales Agreement's entry into relevant exchange rates or of applicable taxes or public charges or if conditions arise that Tribotec could not reasonably have foreseen or controlled earlier, Tribotec has the right to adjust the prices accordingly or to compensate for the change.
5.3 In the event of an increase in the costs of energy, raw materials or other resources necessary for the manufacture of the Products that occur before the agreed delivery date, Tribotec shall have the right to raise the price of the ordered Products to the corresponding extent by written notice to the Buyer, provided that the Buyer has the right to cancel the purchase within seven days of receiving such notification.
§ 6 Payment
6.1 Payment must be made in accordance with the payment terms specified on the invoice by transfer to the specified bank account. If nothing else is specifically agreed or stated on the invoice, amounts are due for payment 30 days net from the invoice date. If the Buyer does not pay the agreed amount on the due date, Tribotec shall, in addition to other applicable penalties, be entitled to:
a) charge two (2) percent late payment interest on the claim amount per month begun and charge a late fee of SEK 50;
b) obtain compensation from the Buyer for all costs incurred due to the collection of the accrued 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 for outstanding claims in chronological order based on the respective due dates.
§ 7 Guarantees
7.1 Tribotec guarantees that a Product complies with the material certificate drawn up by Tribotec for the specific Product.
TRIBOTEC MAKES NO OTHER EXPRESS OR IMPLIED PROMISE OR WARRANTY, NOR DO TRIBOTEC WARRANT THAT THE PRODUCT IS MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE, UNLESS CONFIRMED IN WRITING PURSUANT TO SECTION 7.2 BELOW.
7.2 Recommendations or statements regarding the Products do not constitute a guarantee without written confirmation thereof from Tribotec. The Buyer must himself, through tests or otherwise, check 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 undertakes to carry out trials or tests on behalf of the Buyer, Tribotec assumes no responsibility for:
a) utilization of the result for a certain purpose, unless such use has been clearly confirmed in writing,
b) other interpretation of produced data than what is expressly stated, and
c) deviations from the results that occur outside the laboratory environment due to factors other than established parameters of the trials or tests.
7.3 In the event that the Buyer desires a product or analysis certificate, Tribotec provides such certificate for a fee notified by Tribotec at any time.
§ 8 Returns
Only returns approved by Tribotec in advance in writing of whole, unopened original packaging will be credited. Error orders are credited at 80 % of the product price. Custom and specially ordered Products cannot be returned. For returns, the Buyer must 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 is not responsible for loss of profit, loss of production, indirect or other special incidental or consequential damages, regardless of whether they are due to negligence or not. Tribotec's liability and the Buyer's sole remedy for any damage due to
1) defective Products,
2) the sale of Products,
3) the use of Products, or
4) non-appearance or delayed delivery of the Products is, in addition to penalties for product liability according to point 10 below, expressly limited to an obligation to
1) replace defective Products or
2) refund the purchase price in case of justified cancellation of ordered delivery caused by a longer delay in relation to the delivery time specified in the Sales Agreement.
No other claims can be made by the Buyer against Tribotec due to sold Products under the Sales Agreement.
§ 10 Product liability
Tribotec shall compensate the Buyer and indemnify him from any direct costs incurred by the Buyer due to the Products causing personal or property damage to/for third parties.
Tribotec is only liable for such damage on the condition that the Buyer has used the Products for the applicable purpose and in strict accordance with the product information transmitted by Tribotec, and, further, on the condition that the Buyer has maintained continuous production control, including regular inspections and testing of all production components and end products.
Unless otherwise expressly agreed in writing, liability for personal 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 compensation claims from third parties, which relate to the Products, are beyond Tribotec's responsibility. The buyer must indemnify Tribotec, if such compensation claims are directed against Tribotec.
§ 11 Inspection, complaints, service.
Immediately after delivery of the Products, the Buyer must inspect them by analysis or otherwise and in doing so exercise such accuracy as is customary or called for with regard to the circumstances of the individual case. Any complaints regarding the quantity or visible condition of the delivered Products must be submitted to Tribotec within 30 days of delivery of the Products. Any complaints regarding hidden defects in the Products must be submitted to Tribotec within two (2) months after delivery. Failure to complain within the above stated complaint times means that the Products are considered to be in accordance with the specifications. Defective Products must not be destroyed or returned to Tribotec without Tribotec's prior written consent.
§ 12 Force Majeure
Neither of the contracting parties shall be liable for delay as a result of events beyond the party's control (Force Majeure Event), including strikes or other labor market disputes, shortage of raw materials or other production resources, lack of transport services, plant breakdown, fire and explosions, war and war-like conditions (including terrorist actions). The contractual party that cannot fulfill its obligations due to the Force Majeure Event must notify the other party without delay and notify the estimated time for fulfillment. Each contracting party has the right to suspend the fulfillment of its obligations under the contract if the other party is unable to fulfill its obligations for a period exceeding three (3) months due to a Force Majeure Event.
§ 13 Unforeseen circumstances
If the circumstances that existed at the time of the conclusion of the Sales Agreement were to change before the time of delivery to such an extent that the fulfillment 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 contractual party concerned, Tribotec and the Buyer shall try to eliminate the current problem 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 regard to non-executed deliveries.
§ 14 Applicable legal order, legal forum
The sales agreement must be regulated and interpreted in accordance with laws and other constitutions in Sweden. Disputes with regard to the Sales Agreement shall without exception be referred to the competent court in the place where Tribotec's head office is located.
