Purchase Terms
1 General Terms
1.1 These general terms shall apply to Proplate's purchase of goods and/or services unless otherwise agreed in writing between the parties. Goods also refer to materials provided by Proplate or a third party that have been processed by the Supplier.
1.2 Additions or amendments to these general terms shall only apply if agreed upon in writing.
1.3 "Proplate" refers to Proplate AB, 556643-3867, and its subsidiaries. "Supplier" refers to any company that delivers goods (including materials) to Proplate or provides services to Proplate.
1.4 If the Supplier applies their own general or specific delivery/sales terms, these Proplate general purchase terms shall take precedence in case of conflicting terms, unless the parties have agreed in writing on different order of precedence.
2 Kvalitet & Miljö
2.1 The Supplier undertakes to follow the technical specifications, requirements, and other regulations as established by Proplate ("Agreed Specification"). The Supplier further guarantees that the provided goods/services are correct and professionally executed. To the extent that the design of the goods/services is not affected by the Agreed Specification, the Supplier is also responsible for ensuring that the goods/services comply with applicable laws and regulations.
2.2 Proplate shall have the right, after reasonable prior notice, to visit the Supplier's premises to conduct inspections of the Supplier's manufacturing, carry out sampling, and perform other necessary controls. Completed inspections shall not affect the Supplier's warranty obligations.
2.3 The Supplier should follow local waste management regulations and also be familiar with Proplate's environmental work (environmental policy, sustainability efforts).
3 Drawings and descriptions
3.1 Drawings and technical documents that one party provides to the other shall remain the property of the first-mentioned party and may not be copied, reproduced, handed over, or otherwise disclosed to a third party without consent.
3.2 A party that has received drawings, etc., for review shall provide the other party with comments without delay, but no later than three weeks after receipt. Otherwise, the drawings, etc., shall be considered approved.
3.3 Review and approval do not imply any limitation of the other party's liability for defects, performance deviations, etc.
4 Tools
4.1 Without Proplate's written consent, the Supplier may not transfer, alter, scrap, or use for another party's account tools and other devices specifically manufactured for the production or control of goods for Proplate.
4.2 Tools provided or otherwise financed by Proplate and tools acquired by the Supplier at Proplate's request are Proplate's property and may be freely disposed of by Proplate. Such tools shall be marked by the Supplier in such a way that it is clearly indicated that the tools belong to Proplate and shall be stored separately from tools not intended for manufacturing for Proplate.
4.3 The Supplier shall, on their own initiative and at their own expense, maintain and, when necessary, renew all tools regardless of who owned the original tool. In cases where tools need to be renewed, the Supplier shall notify Proplate of this in good time.
5 Materials Provided by Proplate
5.1 If Proplate provides materials, the Supplier shall confirm receipt. The Supplier undertakes to indicate through marking that the provided material constitutes Proplate's property and to store it separately.
5.2 Unless otherwise agreed in writing, the Supplier is responsible for unloading, handling, and intermediate storage of incoming materials.
6 Delivery
6.1 Deliveries shall, regarding quantities and times, be made according to Proplate's delivery plans. If no specific delivery terms have been agreed upon, delivery shall be made free of charge to Proplate, Oxelösund.
6.2 Partial delivery or delivery before the agreed delivery date always requires Proplate's express consent.
6.3 Changes and additions to the Agreed Specification entitle a delayed delivery time only when a written agreement has been reached on this matter.
6.4 If the Supplier finds that they cannot meet the agreed delivery date or if a delay appears likely, they shall without delay notify Proplate in writing of this and simultaneously indicate the reason for the delay and the date when delivery is expected to be completed. Such notification does not, however, relieve the Supplier from liability for the delay.
6.5 "Supplier's delay" means that delivery (including partial delivery) is delayed and the delay is not due to any action or omission by Proplate, and the Supplier is not exempted according to the rules in section 13 below.
6.6 In the event of the Supplier's delay, Proplate is entitled to a penalty. The penalty is payable for each started week that the delay lasts, at one percent of the total price of the Delivery. However, the maximum penalty amounts to ten percent of the total price of the delivery.
6.7 If cancellation occurs due to the delay, the penalty according to the first paragraph shall apply for the period until the cancellation.
7 Liability for Defects and Delays
7.1 The warranty period for delivered goods/performed service is 24 months from the date when the goods are put into use by the end customer. However, the warranty period shall never exceed 30 months from the date when the goods were received by Proplate.
7.2 The Supplier is obligated to immediately report to Proplate confirmed or suspected defects in delivered goods or delivery delays. The Supplier is obligated, at Proplate's request, to promptly remedy or replace defective goods and reimburse Proplate for freight costs for defectively delivered goods, for return freight, and for extra freight costs for urgent delivery to Proplate's end customer.
7.3 After consent from the Supplier, Proplate may perform adjustments of defective goods at the Supplier's expense. In urgent cases, Proplate has the right, after notification to the Supplier, to adjust goods at the latter's expense without waiting for the Supplier's consent.
7.4 If Proplate is forced to conduct an inspection of all delivered goods/performed services as a result of the discovery of a defect, the Supplier shall reimburse Proplate for the cost of such inspection.
7.5 The Supplier may be held liable for the costs and damages Proplate incurs through failure to observe Proplate's regulations.
8 Product Liability
8.1 The warranty period according to section 7 above shall not apply if there is a risk of personal injury or damage to property other than the defective product. If such a risk exists, Proplate is entitled to compensation for costs in connection with the recall of such goods.
8.2 The Supplier shall take out and maintain product liability insurance that shall be valid during the period when claims may be brought against Proplate according to applicable laws or regulations.
9 Liability for Indirect Losses
The Supplier is responsible for both direct and indirect losses that Proplate suffers as a result of defects in delivered goods/services.
10 Right of Cancellation
10.1 When goods have been delivered/service provided late or when defective goods are not adjusted or replaced within a reasonable time, Proplate has the right to cancel the agreement in whole or in part.
10.2 Should the Supplier become insolvent, Proplate has the right to immediately cancel the agreement in whole or in part.
11 Price, delayed payment
11.1 Stated prices apply, unless otherwise agreed, exclusive of VAT and include freight and necessary packaging.
11.2 Payment shall be made against invoice. The payment term shall run from the date on which the invoice is received or, if the invoice concerns a particular (part) delivery which is made later, from the day of delivery. The payment term is 30 days. Payment made does not entail approval of the delivery.
11.3 If Proplate does not pay on time, the Supplier is entitled to default interest according to law.
12 Insurance
The Supplier shall maintain general liability insurance on terms customary in the industry amounting to at least ten million Swedish kronor. The general liability insurance shall cover personal injury and property damage and shall include product liability insurance. The general liability insurance shall also cover business interruption and financial loss caused by property damage.
13 Force majeure
13.1 A party is exempt from penalties for failure to fulfill certain obligations if the failure is based on circumstances of the kind mentioned below ("exempting circumstance") and the circumstance prevents, significantly complicates, or delays the fulfillment thereof. Exempting circumstances include, among other things, government action or omission, newly added or amended legislation, labor market conflict, blockade, fire, flood, or accident of a greater extent.
13.2 A party claiming exemption according to the provisions above shall without delay notify the other party thereof.
13.3 Regardless of what is stated above about exemption from penalties, a party has the right to terminate the agreement with immediate effect if the fulfillment of a certain obligation is delayed by more than 30 days.
14 Confidentiality
14.1 The Supplier undertakes, without limitation in time, not to disclose to a third party confidential information that the Supplier receives or has received regarding the Goods or regarding the manufacturing or sale thereof.
14.2 "Confidential information" in these general terms means any information - technical, commercial, or of another nature, whether documented or not - with the exception of information that the Supplier can show is generally known or becomes generally known in a way other than through breach by the Supplier of the content of this agreement. The Supplier undertakes to ensure that the Supplier's employees do not forward confidential information to outsiders. It is incumbent upon the Supplier to ensure that employees who can be assumed to come into contact with confidential information are bound to keep this information confidential to the same extent as the Supplier himself according to this commitment.
15 Applicable law, arbitration
15.1 Disputes that arise due to this agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce, “SCC”.
15.2 The Expedited Arbitration Rules shall be applied unless SCC taking into consideration the degree of complexity of the case, the value in dispute and other circumstances decides that the Arbitration Rules shall be applied. In the latter case, SCC shall also determine whether the arbitration panel shall consist of one or three arbitrators.
15.3 The agreement shall be interpreted and applied according to Swedish law.
15.4 The seat of arbitration shall be Stockholm.
Contact
Johan Svensson
Phone: +46 (0)10-195 41 52
Mobile: +46 (0)70-333 57 24
johan.svensson@proplate.se
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