General Terms and Conditions of Sale and Delivery of Preiss-Daimler FibreGlass AB
1. General Terms
- 1.1 These General Terms and Conditions of Sale and Delivery shall apply to all our present and future contracts, offers, deliveries and other services. The validity of any General Terms of the Buyer is hereby objected to, even in the event that they are conveyed to us by a letter of confirmation or by other means.
- 1.2 Oral side-agreements, warranties and guarantees, the exclusion, alteration of or amendment to these General Terms and Conditions of Sale and Delivery require our express written confirmation in order to become effective. This shall also apply for waivers of this written form requirement. The written form requirement shall also be deemed to be observed in case of transmittal by way of telecommunications (including e-mail).
- 1.3 For cross-border transactions, the Incoterms in the version valid at the time of the conclusion of the contract, to the extent these General Terms and Conditions of Sale and Delivery do not contain any differing regulations.
2. Offers and Conclusions of Contract
- Our offers are subject to confirmation.
3. Prices, Calculation
- 3.1 All pricing information is determined at our option ex works or ex warehouse plus the statutory value added tax.
- 3.2 Where it is agreed that the delivery shall be made more than 3 months after entering the contract or where due to any delay falling within the Customer’s sphere of responsibilities the delivery is made after expiry of 3 months after entering the contract, we reserve the right to invoice the price which is applicable on the day of delivery.
- 3.3 If the Buyer fails to pay by the stipulated date, we are entitled to interest from the day on which payment was due. Unless the parties have agreed otherwise the interest rate shall be 1,5 % per month.
- 3.4 In case of late payment we may, after having notified the Buyer in writing, suspend our performance of the contract until we have received payment. We may also suspend our performance or terminate the contract should the Buyer become insolvent, apply for bankruptcy, public accord or otherwise generally be considered as insolvent.
4. Delivery, Service, Passing of the Risk, Packaging
- 4.1 Our obligation to deliver is subject to us receiving correct and timely deliveries from our suppliers.
- 4.2 Deliveries are principally made ex works or ex warehouse according to our choice. Unless otherwise agreed, we shall send the goods uninsured at the risk and cost of the Buyer. The risk shall also pass to the Buyer on handing over the goods to the authorised shippers if the goods are delivered by our own employees.
5. Payment, Setting-off, Retention
- 5.1 The punctuality of payments shall be determined by the date on which we receive the funds or the date on which the funds are unconditionally credited to our bank account.
- 5.2 The Buyer shall not be entitled to set-off for counter-claims. For undisputed claims we will issue a credit note.
6. Retention of Title, applicable outside of Sweden
- 6.1 All goods delivered by us (hereinafter referred to also as “Reserved Goods”) shall remain our property until all our present and future claims against the Buyer arising from the business relationship have been satisfied. For current accounts, to retention of title shall secure our credit balance as it exists at any given time.
7. Notification of a Defect and Rights of the Buyer in the case of Defects
- 7.1 Goods are defective only if they do not meet the agreed upon quality. Buyer is responsible for the selection of the goods and for checking the suitability of the goods for the use intended by the Buyer. Missing suitability for any use intended by Buyer constitutes a defect only in case such use has been mentioned in the contract.
- 7.2 Defects which are recognisable on an inspection of the goods undertake without undue delay after delivery shall be reported to us in writing without undue delay, but at the latest within two weeks of the delivery of the goods, for other defects without undue delay, but at the latest two weeks after their discovery. The relevant date of the reclamation, in determining whether it is within time, is deemed the date of receipt by us. If the notification of the defect is not on time, any of the Buyer’s rights concerning the defect shall expire.
- 7.3 Any claim of the Buyer for any defect shall be limited to a claim to defect-free specific performance. We may elect to make such defect-free performance either by clearing up the defect or by delivering a defect-free item. If such defect-free performance has not been made within four weeks, the Buyer may, at his discretion, terminate the purchase contract or reduce the purchase price in direct porportion to the defective good.
- 7.4 To the extent we are liable for damages for any defect (on whatever legal basis, including any damages claim for general breach of contract, breach of any pre-contractual duty, or tortuous claims), such liability for damages shall be limited as stipulated in clause 9 hereof.
- 7.5 Any claim on the Buyer’s part for any defect shall become time-barred after one year, commencing at receipt of the goods. This shall not apply (1) in the event of any intentional breach or fraudulent concealment of the defect, (2) in the event of breach of any warranty for quality extended by us pursuant to applicable Swedish Civil Code, and (3) regarding any item that in accordance with its usual use has been used for any building structure and has caused such building structure to become defective. Further, the above one-year limitation period shall not apply to damages claims for defects where the damage or loss results from any grossly negligent breach or the damage is personal injury or we are liable under tort. Where the defect consists in any third party’s right on the basis of which surrender of the item may be claimed or in any other right registered on the land register, then the limitation period shall be three years. This shall not affect the statutory provisions on the limitation periods for recourse claims pursuant applicable Swedish Civil Code or on limitation periods and exclusion periods pursuant to the Swedish Product Liability Act.
8. Returns of Goods
- Where we determine, in our sole discretion, to accept returns for the convenience of Purchaser, the products are to be returned to the point of shipment, at Buyer’s expense, properly packed. We will issue a credit for the quantity of product received at our shipping point in resalable condition, as determined by us in our reasonable discretion, less: (i) 20% of the original purchase price for handling and reconditioning; or, if greater, (ii) the actual charges incurred.The aforementioned does not apply in case we are obligated to accept the return of the goods under these General Terms and Conditions of Sale and Delivery.
- 9.1 Save as other way stated in these General Conditions there should be no liability for us towards the Buyer for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever. Our total liability shall never exceed the value of the order, or, where applicable, part of order, that is defective or delayed.
- 9.2 The Limitation of our liability as per above shall not apply where we have been guilty of gross negligence or in cases pursuant to the Swedish Product Liability Act.
10. Place of Performance, Jurisdiction and Applicable Law
- 10.1 Place of Performance for the delivery shall be the factory or warehouse from which the delivery is made. Place of payment shall be Helsingborg
- 10.2 Except as permitted under EU laws, products under this agreement will not be sold, supplied or delivered by Buyer directly or indirectly or by any of its Affiliates to any party or destination that, at the time of such sale, supply or delivery, is declared an embargoed/restricted party or destination by the United Nations or the EU.
- 10.3 If the buyer is a merchant, a public-law corporation or public-law special fund, the respective seller’s domicile shall exclusively be the place of jurisdiction for all direct or indirect disputes arising out of the contractual relationship. We may elect instead to bring any such dispute before any other court that has jurisdiction pursuant to the law.
- 10.4 The law of Sweden shall apply; the United Nations Convention on Contracts for the International Sale of Goods is excluded.
- 10.5 Should the contract be written in two languages, the English language version of the Contract and of these General Terms and Conditions of Sale and Delivery shall prevail.
We store and process data concerning the Buyer by computer to the extent that this is necessary for the orderly transaction of contractual business.