1. These general terms and conditions apply to each offer, each quotation and each order confirmation from the supplier unless the parties have agreed otherwise or entered into a separate agreement governing the customer’s purchase of goods and/or services. The supplier may decide, at its discretion, whether or not to accept an order from the customer. Only an express, written order confirmation from the supplier creates an agreement between the parties, and the customer has no right to delivery of the relevant products in the absence of such an express, written order confirmation.
2. The supplier reserves the right to only accept orders through the customer interaction platform or EDI in accordance with the supplier’s instructions applicable from time to time.
3. By accepting each order confirmation, either through an express written confirmation or implicitly due to a lack of protest from the customer within three days after receiving the order confirmation, the customer declares its agreement with the content and applicability of these general terms and conditions and the language in which they are drawn up, it acknowledges having taken note of them, and expressly waives the application of its own general terms and conditions. Deviating clauses or conditions only apply to the supplier if the supplier has explicitly accepted them in writing. If, in addition to the English version of the general terms and conditions, the customer also received a version in another language, the English version will be considered as the authentic one and shall have priority in the event of disputes about the interpretation.
4. The supplier may change the current general terms and conditions at any time, and such amended conditions will apply thirty (30) calendar days after the notification of this new version to the customer. The failure or delay by the supplier to invoke any of its rights can under no circumstances be regarded as a waiver of any right, since such a waiver must be explicitly confirmed in writing.
5. The cancellation of a confirmed order is only possible with the express prior consent of the supplier. In the event of cancellation, the supplier is entitled to compensation for actual cost and other damages.
6. Delivery takes place in accordance with the applicable Incoterm as stated in the order confirmation (according to the most recent version of the Incoterms as determined by the ICC) and, if applicable, by the supplier at a delivery address or on location. In the absence of an Incoterm being mentioned in the order confirmation, the delivery is Ex Works. It is the responsibility of the customer to ensure that the delivery location is in good condition and suitable as a delivery location. If a customer’s representative is not present at the agreed delivery address and/or time, or if delivery is not possible, the supplier has the right to charge the customer for the delivery and storage costs for those goods, without prejudice to the right of the supplier to claim higher compensation if the actual damage suffered is higher. Deliveries of the goods in different parts and tolerances of up to +/- 10% on ordered volumes are possible and cannot give rise to complaints. With regard to orders placed by the customer corresponding to an order value below SEK 5 000, the supplier has the right to charge an additional handling cost in accordance with the supplier’s from time to time applicable price list.
7. The delivery times stated, even in an order confirmation, are always indicative and given in good faith, but are not binding. A late delivery does not entitle the customer to any compensation or cancellation of the order. The supplier shall notify the customer by email if the supplier expects that a delivery will be delayed and provide the customer with a revised delivery date.
8. The risk of loss and damage to the goods is transferred to the customer in accordance with the Incoterm as stated in the order confirmation, or the Incoterm that applies in accordance with Article 6 of these general terms and conditions. The delivered goods remain the property of the supplier until full payment by the customer of any amounts due of whatever kind. As long as payment has not been made in full, the customer may not use them as collateral. Further, the delivered goods shall be labeled and stored separately from other goods in the customer’s possession until the customer has fulfilled its payment obligations. In the event that the customer does not pay for the delivered goods on time and correctly, the supplier can immediately reclaim all goods, without judicial intervention and without further notice of default. The customer must make such goods available immediately at the registered office of the supplier.
9. Upon delivery the customer undertakes to carry out an inspection of the goods to check the weight, length and width as stated in the order confirmation or order specification and any apparent defects and damages to the goods (surface faults, package faults, etc.) shall then be noted. The goods shall be considered automatically accepted upon delivery to the customer, if the customer fails to make any comments in writing no later than five (5) days after delivery and prior to the goods being incorporated to other materials or any other processing. No claim shall be accepted by the supplier in respect of any defect, deficiency and/or failure of goods to meet the specific terms of the order which a reasonable inspection should have revealed but for which said inspection was not made. The condition of the goods must be carefully verified again before installation or processing. If the customer does not carry out the installation itself, it will impose this control on its customers or the installer it being understood that the absence of verification or a faulty verification by the relevant parties shall always be the responsibility of the customer. The use and processing of the goods by the customer implies acceptance of the goods. Under no circumstances will the supplier be liable for damage caused by the installation of goods with visible defects, colour deviations compared to the supplier’s catalogues, samples or marketing material, damage due to the actions of the customer or due to not accurately following the supplier’s instructions.
10. The supplier does not make any other guarantee than that the goods at the time of delivery, (i) will comply with the specifications set out in the order confirmation, and (ii) will be free of all liens, encumbrances and rights of third parties. Except as expressly set out above, the supplier does not make any explicit or implicit guarantee with regard to suitability for a particular use (“fit for purpose”) or any technical advice provided by the supplier, before and/or during the use of the goods, whether provided verbally or in writing or by way of trials is given in good faith but without any warranty on the part of the supplier.
11. In the absence of specification in the matter, the usual quality present on the market for comparable goods applies.
12. The customer must report all complaints due to hidden defects, under penalty of expiry of its rights, by registered letter within five (5) working days after discovery and in any case within twelve (12) months after delivery. This notification must contain a detailed description of the defect. This provision is without prejudice to the rights under any warranty (in accordance with the applicable warranty conditions and only if expressly agreed). In any case, the supplier can only be held liable for defects in the goods if the technical requirements, processing instructions, installation instructions and maintenance guidelines of the supplier have been correctly observed. This provision shall not affect any statutory rights of the customer under mandatory legislation, e.g. product liability regulations.
13. The supplier is in no way liable if damage is caused that is due not only to a defect in the goods but also due to an error or negligence on the part of the customer or of a person for whom the customer is responsible. In the event that a complaint for defective goods was reported to the supplier in time and in accordance with this Article, the supplier has the right to decide – at its own discretion – to (i) replace the goods with the hidden defects; (ii) to reduce the purchase price; or (iii) to take back the goods and repay the purchase price, without this leading to additional compensation. No return shipment can take place without the written permission of the supplier. Such permission is not an acknowledgement of liability by the supplier.
14. Should the supplier, due to mandatory legislation, be required to recall or remedy any deficiencies in delivered goods, the supplier shall, at its own discretion, choose whether to remedy the deficiency, or to replace or reimburse the customer for such deficient goods. The supplier shall not in any case be liable for any loss of processing expenses, loss of production, loss of revenue/business and/or any other consequential or special loss or damage directly or indirectly sustained by the customer or by any other person or third party due to such a recall or remedy with the exception of rights granted to the customer under mandatory legislation.
15. Unless otherwise agreed in writing, any notification of defects or claims related thereto shall be reported to the supplier in accordance with the supplier’s from time to time applicable standard procedures as specified on the supplier’s website.
16. Any complaint of any kind does not suspend the payment obligations and does not authorise the customer to refuse delivery of goods that are not the subject of the complaint. Except in the case of wilful misconduct, fraud or deceit, the supplier is in no way liable for and the supplier cannot be obliged to compensate the customer for any form of immaterial, indirect or consequential damage, including but not limited to loss of profit, loss of revenue, loss of income, production loss or production downtime, administration or personnel costs, an increase in general costs, missed opportunities, loss of clientele or any claims from third parties (including customers of the customer). The customer shall indemnify and hold the supplier harmless if the supplier is imposed liability for such damages by a third party unless such damages are caused by the supplier’s gross negligence. The total liability of the supplier per claim is limited to the invoice value of the defective delivery, except in the case of intent, fraud or deceit. The limitation and exclusion of liability included in this Article 16 also applies in the event of a gross negligence on the part of the supplier.
17. Stated prices are always expressed in SEK unless otherwise specified in the order confirmation or specifically agreed between the parties. Transport costs, storage costs, insurance costs etc. are not included in the price unless otherwise determined by the applicable Incoterm.
18. All fees, duties, taxes and/or levies of any nature whatsoever that relate to the delivered goods or the delivery or transport thereof and the services provided, including new fees, duties, taxes and/or levies that would be introduced or would become applicable after entering into the agreement, are entirely at the expense of the customer, unless otherwise agreed by the parties. The supplier has the right to pass on all fees, duties, taxes and/or levies to the customer.
19. Orders are invoiced at the prices and conditions as stated in the order confirmation, unless agreed otherwise between the parties. The supplier expressly reserves the right to increase its from time to time applicable prices subject to thirty (30) calendar days’ notice in accordance with Article 4.
20. The supplier has the right to invoice the customer for displays and other marketing material. The price for displays and other marketing materials shall correspond to the supplier’s cost for the provision of such materials.
21. The supplier has the right to only issue and send the invoices electronically. Each invoice is payable at the time and under the conditions stated on the invoice. The stated payment term, as well as any shorter payment term that would give right to a discount, always has the invoice date as the reference point. Any dispute with regard to an invoice must, under penalty of inadmissibility, arrive at the registered office of the supplier within fourteen (14) days after the invoice date.
22. Any amount that remains unpaid on the due date will, by virtue of law and without prior notice of default, be subject to an 8 percent interest annually on the overdue payment from the maturity date. The interest shall be due immediately and without prior notice of default by the customer to the supplier, even if a grace period has been granted, without prejudice to the supplier’s right to claim higher compensation if its actual damage is higher. In the case of non-payment of an invoice by the due date, the supplier shall have the right to notify the customer of the delay and request that payment is provided immediately. Should the customer fail to pay any undisputed invoice within five (5) days of receipt of such notification from the supplier or if there are reasonable grounds for the supplier to suspect that the customer will not make full payment for the products, all other not yet overdue claims of the supplier against the customer shall automatically become payable, without prior notice. If the customer fails to fulfil its obligations, including payment for the goods and services after receipt of a notification from the supplier as set out above, the supplier reserves the right to suspend the execution/production/delivery of all current orders without judicial intervention and without prior notice of default, or to terminate the agreement with immediate effect without the right to compensation on the part of the customer, but without prejudice to other rights that the supplier has, including the right to obtain compensation for damages from the customer.
23. Setoff on the part of the customer is explicitly excluded. The supplier is entitled to offset all claims against the customer or companies affiliated with the customer against any of its outstanding debts of whatever nature, and irrespective of whether these debts are certain, due and payable.
24. If at any point in time the supplier has doubts about the creditworthiness of the customer, including acts of (legal) enforcement against the customer, in the event of late or non-payment of one or more invoices, in the event of judicial reorganisation, reconstruction, and/or any other identifiable events that (may) affect the supplier’s confidence in the proper execution of the commitments made by the customer, the supplier expressly reserves the right to suspend deliveries, to demand advance payment and/or (other) securities or guarantees for deliveries yet to be made, even if the goods have already been sent in whole or in part or the services have already been partially performed.
25. The supplier has the right to terminate the agreement with the customer at any time, with immediate effect, without judicial authorisation, and without payment of any compensation by the supplier, in the following cases, unless such termination is prohibited under mandatory legislation: (i) in the event of a suspension of payment or (the application for or summons regarding) judicial reorganisation and/or bankruptcy of the customer, (ii) (judgement or summons regarding) dissolution and/or liquidation on behalf of the customer, (iii) cessation of (a part of) the customer’s activities; (iv) (pre-judgement or enforced) seizure of (part of) the customer’s assets and/or (v) if the customer refuses to make an advance payment and/or to provide other securities requested by the supplier.
26. In the event of force majeure on the part of the supplier, the obligations of the supplier to the customer are suspended for the duration of the force majeure. Force majeure is understood to mean (i) the (unforeseen or unforeseeable) circumstances as a result of which the performance of the agreement is fully or partially, whether or not temporarily, aggravated or (ii) the following cases: war, terror, terror threats, insurrection, riots, general or partial strikes, lock-out, fire, operational accidents, machine breakdown, lack of means of transport, shortage of materials and/or raw materials, frost, epidemics, decisions or interventions by the government, fuel shortages, energy shortage, force majeure on the part of a supplier or subcontractor and errors or delays due to third parties. If the force majeure situation should last longer than ninety (90) days, each party has the right to terminate any order affected by the force majeure situation. In the event of force majeure, the supplier may, at its own discretion, judge and decide on the allocation and distribution of the available goods to its customers, whereby in such a situation the customer cannot claim any compensation from the supplier nor can it terminate the agreement for that reason.
27. All copyrights, trademarks, domain names, patents and patent applications and other intellectual property rights with regard to the delivered goods and services belong to the supplier and are not transferred or licensed to the customer. The customer undertakes not to infringe on the supplier’s intellectual property rights nor to take any other action that could adversely affect or negatively influence the intellectual property rights or the value thereof. The customer will immediately inform the supplier if it becomes aware of a (potential) infringement of the supplier’s intellectual property rights.
28. The customer shall ensure that all data and information received from the supplier that the customer knows or should reasonably know to be of a confidential nature (hereinafter “Confidential Information”) is kept secret and used only for the purposes of performance of the agreement, as long as the Confidential Information remains confidential. The customer will only use the Confidential Information for the purpose for which it was provided. The customer acknowledges that all information regarding the goods and services that the supplier transfers to the customer (except in the case of proof to the contrary) can be regarded as Confidential Information and trade secrets of the supplier.
29. The supplier shall process the personal data it receives in the performance of the agreement exclusively in accordance with the provisions of its privacy policy. The
supplier’s privacy policy is available on the supplier’s website: https://www.unilin.com/en/privacy-policy.
30. If one (full or partial) or more clauses of these general terms and conditions are invalid or unenforceable, this does not affect the validity and enforceability of the other clauses or that part of the relevant clause that is not valid or unenforceable. In such a case, the parties will negotiate in good faith to replace the unenforceable or contradictory stipulation by an enforceable and legal stipulation that is as close as possible to the intent and purpose of the original stipulation.
31. The agreement shall be exclusively governed by and interpreted in accordance with the laws of Sweden. The United Nations Convention on Contracts for the International Sale of Goods of 1980 shall not apply to this agreement. Any disputes arising out of or in relation with the agreement, where the amount in dispute does not exceed SEK 250,000, shall be exclusively and finally settled by the competent courts based in the location of the registered office of the supplier entity delivering the goods and/or services. Any dispute, controversy or claim arising out of or in connection with this agreement or the breach, termination or invalidity thereof, where the amount in dispute exceeds SEK 250,000, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish.
32. The customer guarantees and will ensure that neither the customer, nor any manager, director, representative, employee, appointee or person associated with the customer violates or has violated any anti-corruption legislation, rules or regulations that apply to the customer. Without prejudice to the foregoing, neither the customer nor any person acting in its name shall: (i) take action to promote an offer, payment, promise to pay, or authorisation or approval of payment, or giving money, goods, gifts or anything else valuable, directly or indirectly, to a civil servant for the purpose of obtaining or retaining business, or to do business, for or with the supplier or the customer; (ii) give a bribe, discount, payment, influence, inducement or any other unlawful payment; or (iii) use business funds for any unlawful contribution, gift, form of entertainment or other unlawful expense related to political activity.
33. The customer guarantees and shall ensure that it is not appointed by, act on behalf of, or is associated with any party listed on an EU, US or other government prepared list of parties with whom no trade may be conducted, such as the U.S. Treasury Department Office of Foreign Assets Controls Specially Designated Nationals and Blocked Persons List, and the customer agrees that it will not resell or transfer any goods, services or technology provided by the supplier to such persons. The customer complies with the applicable economic sanctions imposed by the EU or US and the other applicable economic sanctions, as well as with export laws and regulations.
