TERMS AND CONDITIONS OF SALE

(United States Market)

 

Valid from November 1, 2015

 

1.                   Acceptance of Offer and Agreement.

 

No offer or agreement to purchase shall be binding upon Axdos AB (together with its affiliates, if any, “Axdos”) except by the acceptance and agreement of Axdos in Sweden and as evidenced by the issuance of Axdos’s sales order confirmation(s).  Acceptance by buyer (together with its successors and permitted assigns, the “Buyer”) of the Axdos products (the “Products”) or payment for same shall constitute unequivocal acceptance of the terms and conditions contained herein (the “Agreement”). None of any past practice, industry standards, course-of-dealing or usage of trade shall constitute a modification of any term or condition contained herein, nor shall same add any term not contained herein. No additional or different terms or conditions will be binding upon Axdos unless specifically agreed to in a writing signed by an authorized representative of Axdos.  Failure of Axdos to object to conditions contained in any other writing or other communication from Buyer shall not be construed as a waiver of this Agreement nor acceptance of any such other provisions. This Agreement also serves as notice of Axdos’s objection to and express rejection of any terms and conditions of purchase included in Buyer’s purchase order or other writing that are different from or additional to this Agreement.  Section headings herein are for convenience only and are not to be considered in interpreting any of the provisions herein. 

 

2.                   Products.

 

All sales of Products by Axdos are subject to availability.  Thus, at all times, Axdos reserves the right to cancel any proposed purchase by Buyer should the Products no longer be available to Axdos.

 

3.                   Delivery.

 

The Products are sold CPT – Carriage Paid To (named place of destination) (INCOTERMS 2015).  Axdos shall notify Buyer when the Product(s) is ready for shipment.  Such notice to Buyer of readiness for shipment shall constitute delivery to Buyer (the “Delivery”).  The risk for the Product(s) in every respect passes into the hands of Buyer at the time of Delivery.  For the avoidance of doubt, it is Buyer’s sole responsibility to pay for and to obtain any governmental or other licenses, certificates or documentation as may be required in connection with shipment of the Product(s).

 

The Customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.

 

 

4.                   Terms of Price and Payment.

 

The price shall be the price indicated in the price list valid at the time of the order, unless a special price was agreed upon in writing by Axdos. The price shall be indicated exclusive of Swedish VAT.  Further, the quoted price of Products does not include any other tax, duty, custom, tariffs, taxes, freight costs, or similar fees and charges, which shall be borne by Buyer, unless otherwise agreed upon in writing by Axdos.  In the event that Axdos is required to pay any such tax, duty, custom, tariffs, taxes, freight costs, or similar fees and charges, Buyer shall reimburse Axdos therefore unless otherwise agreed upon in writing. 

 

All prices are subject to change prior to Axdos’s issuance of an acknowledgment.  For all prices and Products, Axdos reserves the right to make adjustments due to changing market conditions, Product discontinuation or other extenuating circumstances. Buyer shall be responsible for any insurance and shipping charges (international and domestic) of Products and Buyer shall reimburse Axdos for any such charges paid by Axdos, unless otherwise agreed upon in writing by Axdos. 

 

Unless otherwise agreed in writing by Axdos, payment in advance for the Products shall be received prior to shipping.  If Axdos does allow payment upon invoice, the time for payment commences at the time of Delivery.  Payment shall be affected net cash thirty (30) days, unless otherwise agreed in writing by Axdos, and must be without any kind of withholding of or set-off in the amount of payment.  Any delay of payment shall be considered material.  Overdue amounts shall bear a delinquency charge of interest at the lower of (a) twenty-four percent (24%) interest per annum, or (b) the maximum rate permitted by applicable law.  Payments will not be deducted from the purchase price until default interest, if any, has been paid in full.

 

5.                   Reservation of Title and Security Interest.

 

In the case of a sale on credit, the Product(s) shall remain the property of Axdos until paid for in full inclusive of default interest, if any.  Axdos shall be entitled to repossession of Product(s) upon establishment of non-payment. Buyer undertakes to insure the Product(s) against accidental loss until title of the Product(s) passes to Buyer.

 

Further, Buyer hereby grants to Axdos a security interest in the Products sold hereunder together with the proceeds therefrom to secure payment of the purchase price of such Products and agrees, and appoints Axdos its agent, to take all such action and to execute and file all such documents and instruments (including, but not limited to, UCC-1 financing statements) as may be necessary or reasonably requested by Axdos to perfect and continue Axdos’s security interest hereunder.

 

6.                   Limited Warranties.

 

Axdos warrants that Product(s) sold by Axdos shall be free from defects in material and workmanship for a period of twelve (12) months for surplus Products with such time period commencing from the date of Delivery.  Axdos's obligations under the aforesaid warranty shall be discounting, repairing or replacing Products, which if properly used and maintained, prove defective in material or workmanship.  Such discount, repair or replacement shall be Axdos's sole obligation and Buyer's sole remedy hereunder and shall be conditioned upon (a) Buyer’s inspection of Products within fourteen (14) days of Delivery to Buyer or, as applicable, upon discovery of a latent defect, (b) Axdos’s receipt of written notice of any alleged defect within ten (10) days after such inspection or discovery, and (c) at Axdos's option, return of such defective Products.  Any Product repaired or replaced pursuant to this warranty will be warranted for the remainder of the original warranty period.  Upon Axdos’s request, Buyer shall promptly provide samples and other evidence of, and shall allow Axdos’s representatives access to the alleged defective Products.  Claiming an alleged defect does not relieve Buyer of any of its payment obligation to Axdos. Buyer shall not return any alleged defective Products without Axdos’s prior written consent. Buyer agrees to reimburse Axdos for all costs and expenses associated with any return of Products unauthorized by Axdos.  Receipt or inspection of returned Products by Axdos shall not be deemed admission of any alleged defect. 

 

Axdos's obligations under the previous paragraph of this Section 6 shall not apply to any part of Products sold hereunder, which (a) are not used in accordance with its instructions or if it is used for a purpose not indicated on the labeling; (b) are consumed by normal wear and tear; (c) are disposable goods and have a normal life time inherently shorter than the herein stated warranty period; (d) have been damaged due to negligent or faulty use, alteration, maintenance, storage or handling by Buyer and/or third parties; or (e) result from failure to use approved components for maintenance and replacement parts.  If Buyer has any doubts as to the correct operation or maintenance of the Product, Buyer should contact Axdos.  Further, any suggestions by Axdos or Axdos's agents regarding use, application or suitability of Products shall not be construed as an express warranty unless confirmed to be such in writing by Axdos. 

 

THE LIMITED WARRANTY EXPRESSED HEREIN SHALL BE IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHICH ARE EXPRESSLY DISCLAIMED, AND IS IN LIEU OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITY ON AXDOS'S PART.

 

7.                   Delay.

 

If through the delay of Axdos, the delivery of the Product to Buyer is delayed, Buyer shall have the option to cancel the purchase with respect to the delayed Product(s), if the delay exceeds sixty (60) days and such delay is considered material.

 

8.                   Limitation of Liability.

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT OR ELSEWHERE TO THE CONTRARY: (A) AXDOS’S MAXIMUM LIABILITY HEREUNDER AT ANY TIME FOR ANY CAUSE WHATSOEVER SHALL NOT EXCEED THE PRICE PAID FOR THE PRODUCT(S) AT ISSUE; AND (B) AXDOS SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, INCLUDING LOSS OF REVENUE OR PROFIT, OF ANY KIND OR NATURE, ARISING AT ANY TIME, FROM ANY CAUSE WHATSOEVER RESULTING FROM THE USE OR OPERATION OF THE PRODUCTS OR ANY BREACH OF THE LIMITED WARRANTY FOUND IN SECTION 6 ABOVE.  If applicable, Buyer agrees to cause its customers and anybody in the chain of manufacturing supply and distribution including the end customer to be bound by limitations of liability substantially equal to those contained in this Agreement.  This Section 8 shall survive the termination or expiration of this Agreement.

 

9.                   Force Majeure.

 

Axdos shall not be liable for non-fulfilment which is totally or partly due to circumstances beyond Axdos’s control. Thus, Axdos shall be exempted from liability in fulfilling any Agreement in the case of circumstances which prevent punctual or faultless delivery, if the circumstances are not due to Axdos’s commission or omission.  Neither party shall be held responsible for any loss, damage, delay or lack of delivery arising from fire, strikes, lockouts, injunction or other labor troubles, governmental intervention including prohibition or extraordinary taxation upon import or export, war, riots, acts of terrorism, explosion, weather, flood, acts of God or nature, a shortage of, fuel, power, raw materials, labor, containers or transportation, accident, breakage of machinery or other apparatus, disruption of normal supplier channels of distribution, or any other act or force beyond the affected party’s reasonable control (i.e., a force majeure)  Finally, loss due to the fault or omission on the part of Axdos shall be compensated for by Axdos in accordance with the general rules of Swedish law. 

 

10.                Annulment and Change of Orders.

 

Annulment and change of an order on the part of Buyer, e.g. change of specification, quantity and time of delivery, shall be agreed upon in writing in each specific case. The costs involved herewith, such as costs in connection with change, assurance of quality and properties or payment of interest, shall be covered by Buyer.

 

11.                Applicable Law, Mediation and Arbitration.

 

This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by them, shall be governed by, construed, and enforced in accordance with the law of Sweden excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. 

 

If there is a dispute, claim or controversy arising out of or relating to this Agreement between the parties and the parties have not been able to reach an amicable solution, all such disputes, claims or controversies, including but not limited to resolution of questions on the Agreement’s interpretation, implication, observance, validity and termination, shall be resolved, if possible, by mediation.  Such dispute, claim or controversy shall first be referred to mediation in accordance with the Mediation Rules of the Arbitration Institute of the Stockholm Chamber of Commerce, unless one of the parties objects.  If one of the parties objects to mediation or if the mediation is terminated, the dispute shall be finally resolved by a binding arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitration shall be conducted in English in Stockholm, Sweden and the arbitrator’s decision shall be reduced to writing.  Further, the award by the arbitrator shall be final and binding on the parties, and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

 

12.                Confidentiality.

 

Buyer acknowledges to have been informed thoroughly about: (1) the purposes and methods regarding own personal information processing; (2) the mandatory or optional nature regarding the provision of information, as well as the consequences for failing to do so;  (3) the category of persons to whom own personal information can be disclosed and the conditions for disclosing own personal information, including the specification that the information will not be disseminated; (4) data controllers and information about data processors; (5) the right to update, rectify, add, delete and oppose to the processing of personal information. Buyer grants Axdos consent to process its personal information for all the following purposes: (1) taxes from regulatory requirements; (2) information necessary or useful to fulfil obligations laid down by agreements subject to this Agreement; (3) marketing, statistical analysis, creation of corporate brochures, internal audits, business information, solvency checks, credit collection and sending of correspondence.  Buyer provides Axdos its consent to disclose its personal information to persons to whom the disclosure is necessary or is useful to fulfil the obligations of agreements subject to this Agreement. The consent includes a disclosure of information to professionals and to companies that carry out assignments on behalf of Axdos in relation to the processing of accounting and administrative information.  Buyer provides Axdos its consent to disclose its personal information abroad to persons to whom the disclosure is necessary or useful to fulfil the obligations of agreements subject to this Agreement, as well as for accounting and tax purposes.

 

13.                Severability.

 

If at any time any one or more of the provisions of this Agreement become invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of this Agreement shall not be in any way impaired.

 

14.                Complete Agreement.

 

This Agreement and Axdos’s sales order confirmation(s) constitute the complete and exclusive statement of the agreement between the parties hereto.  It supersedes all prior written and oral statements, including prior representations, statements, conditions, or warranties

 

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16.                Axdos Contact Details.

                                                                

Axdos AB                                                                                                              

Bondegatan 42                                                                                                    

SE-643 30 Vingåker, Sweden

 

E-mail: info@axdos.se

Tel.:  +46 151 125 00

 

 

[signature page follows]

 

 

 

 

 

Dated:  _______________________

 

 

 

AGREED AND ACCEPTED BY BUYER:

 

If a Company:

 

 

[INSERT CORRECT LEGAL NAME OF BUYER HERE]

 

 

Signed:  ____________________________________

Printed Name:  ______________________________

Its:  Authorized Representative

 

 

 

 

If an Individual:

 

 

 

Signed:  ____________________________________

Printed Name:  ______________________________