General terms & conditions
1 General terms and conditions of delivery
1.1 These general terms and conditions shall be applied when Proplate processes steel components (”Products”) on behalf of the Customer. If the Customer applies its own terms and conditions, these Proplate’s general terms and conditions shall take precedence in the event of conflicting terms, unless the parties have agreed in writing on another right of precedence.
1.2 These general terms and conditions shall be applied when Proplate processes steel components (”Products”) on behalf of the Customer. If the Customer applies its own terms and conditions, these Proplate’s general terms and conditions shall take precedence in the event of conflicting terms, unless the parties have agreed in writing on another right of precedence.
1.3 Additions or alterations to these general terms and conditions must be agreed in writing to be valid.
2.1 Proplate undertakes to comply with the technical specifications, drawings, requirements and other instructions as drawn up by the Customer (“Agreed Specification”). Proplate guarantees otherwise that the Products delivered are professionally made.
2.2 Proplate assumes no liability for the correctness of the Agreed Specification, such as functionality, safety or design.
2.3 The Customer has the right after reasonable advance notice to visit Proplate’s premises to make inspections of Proplate’s manufacturing, to carry out sampling and to perform other necessary checks. However, the Customer accepts that the Customer, due to Proplate’s agreements with other customers, cannot definitely have access to all of Proplate’s premises. Inspections that have taken place shall not affect Proplate’s guarantee.
3 Drawings and descriptions
Drawings and technical documents, which one party has handed over to the other, shall remain the property of the first-mentioned party and may not, without permission, be copied, reproduced, handed over or otherwise be made available to a third party.
Tools that have been provided or otherwise financed by Proplate and tools acquired by Proplate at the request of the Customer, are Proplate’s property and may be freely disposed of by Proplate.
5 Infringement of third party rights
In the event of delivery in accordance with drawings, models or other prototypes provided by the Customer or after instructions or descriptions provided by the Customer, the Customer shall hold Proplate harmless for any infringements of third party rights such as patents, patterns or trademarks.
6 The customer’s material
6.1 If the Customer has provided Proplate with material at the expense of the Customer or a third party, the Customer shall provide all component material free delivered Proplate.
6.2 Unless otherwise specifically agreed in writing, Proplate has no obligation to inspect delivered material in any respect.
6.3 Proplate shall bear the risk for the Customer’s material as long as it is in Proplate’s possession up to and including the agreed day of delivery. If the actual day of delivery comes after the agreed day of delivery and this is due to Proplate’s delivery delay, Proplate shall bear the risk of the Customer’s material until and including the actual day of delivery.
6.4 If material must be discarded due to faults caused by Proplate, Proplate’s liability shall be limited to Proplate’s processing cost.
6.5 If the Customer does not deliver the material at the correct time (including part delivery), and the delay is not due to any action or omission by Proplate, and the Customer is not either relieved from performance under the provisions of clause 14 below, the agreed day of delivery shall be postponed by the number of days that the delay has lasted. However, the Customer shall still be liable to make payment in accordance with the parties’ agreement.
6.6 The Customer shall bear all liability for any faults in the material provided by the Customer to Proplate as well as when incorrect material is provided.
7 Delivery, delivery delay
7.1 If a delivery clause has been agreed upon, it shall be interpreted in accordance with Incoterms 2010. If no delivery clause has been agreed upon, the delivery is considered to take place “Ex Works”.
7.2 If the delivery time is stated as a set period, it shall be calculated from the agreed day for delivery of material to Proplate.
7.3 The Customer may not without Proplate’s consent cancel agreed deliveries.
7.4 If the Customer does not collect the product at the latest by the agreed delivery day, Proplate shall store the Product at the Customer’s risk and expense. At the request of the Customer, Proplate shall, if possible, insure the Product at the Customer’s expense.
7.5 Alterations and additions to the Agreed Specification entail a right to postponed delivery.
8.1 In the event of delivery delay, a penalty shall be payable for every completed week of delay of one (1) per cent of the cost of the work performed by Proplate on the delivery in question (part delivery). However, the penalty shall amount at most to ten per cent of Proplate’s processing cost for work performed on the delivery in question.
8.2 If cancellation is made due to delay, penalty under clause 8.1 shall be payable for the time up to cancellation.
9.1 When the Product has been delivered, a written complaint shall be made about any faults specifying the nature and extent of the fault. Complaints shall be made within a reasonable time of the Customer noticing or when the Customer should have noticed the fault.
9.2 Proplate’s liability is limited to faults about which a complaint is made as above within twelve months of the delivery. Faults arising due to damage during transport carried out by an independent haulier shall be addressed to the responsible haulier in accordance with the provisions applicable to the transport and, if the damage took place during the time that Proplate bore the risk for the Product, also to Proplate.
10 Liability for faults and delay
10.1 The period of guarantee for a delivered Product is twelve months from the date that the Product was taken into use by the end customer. However, the period of guarantee shall never exceed 18 months from the date on which the Product was received by the Customer.
10.2 If there are faults in the delivered Product that Proplate is liable for and a complaint is made in accordance with clause 9, Proplate is obliged, at its own expense and with the speed required by the circumstances, as it thinks fit although after consultation with the Customer, either to rectify the fault (for example, by repair or reworking), to make a deduction from the price corresponding to the fault or to deliver a new fault-free Product in exchange for the faulty Product. Proplate shall then meet the requisite transport costs but, however, not any disassembly and assembly expenses unless otherwise agreed.
10.3 If Proplate fails to perform its obligations under clause 10.2 above, the Customer may – after written notification to Pro-plate but without Proplate’s consent – rectify the fault itself with Proplate being obliged to compensate the Customer’s rea-sonable costs, or, if it is not possible to rectify the fault and the fault is important, to cancel the agreement with respect to the faulty Product.
10.4 Proplate’s liability under clauses 10.2 and 10.3 shall never exceed Proplate’s compensation for processing of the Product in accordance with the current Agreed Specification.
10.5 No other sanctions than those stated here or explicitly stated in the agreement may be imposed in the event of faults in the Product. Proplate is not liable for direct or indirect damage or losses resulting from faults in the Product. This limitation of Proplate’s liability does not apply, however, if Proplate is guilty of gross negligence.
10.6 The guarantee time limit under clause 10.1 above shall not apply if Proplate is found to have product liability according to the law of the country where the damage has occurred. If there is such risk, the Customer is entitled to be indemnified for costs in connection with recall of such Product.
11 Price, delayed payment
11.1 The prices stated are exclusive of value-added tax. The prices stated include freight and necessary packaging only after specific agreement.
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 the Customer does not pay at the correct time, Proplate is entitled to penalty interest amounting to 18 per cent.
Proplate shall maintain general liability insurance on the terms and conditions customary in the industry amounting to at least SEK 10 million. The general liability insurance shall cover personal injury and material damage and shall include product liability insurance. The general liability insurance shall also cover consequential and property damage caused by the material damage.
13.1 A party undertakes, without limitation in time, not to disclose to a third party confidential information, which the party receives or has received from the other party.
13.2 In these general terms and conditions “Confidential Information” means every piece of information – of technical, commercial or other kind, regardless of whether the information is documented or not – with the exception of information that a party can show is generally known or has come to general knowledge in another way than by breach on the part of the party against the content of these general terms and conditions.
13.3 The party undertakes to ensure that the party’s employees do not pass on confidential information to third parties. It is thus incumbent on a party to ensure that the employees, who may be assumed to come into contact with confidential information, are bound to keep this information secret to the same extent as the party itself under this undertaking.
14 Force majeure
14.1 A party is relieved from sanction for failure to perform a particular undertaking if this failure is due to a circumstance of the kind stated below (“Relieving Circumstance”) and the circumstance prevents, renders considerably difficult or delays full performance of the undertaking. Circumstances that relieve from performance shall include the action or failure to act of a public authority, newly adopted or amended legislation, labour disputes, blockades, fire, flooding or major accidents.
14.2 A party which claims relief in accordance with the above clause shall notify the other party to this effect without delay.
14.3 Regardless of what has been said above about relief from sanction, a party has the right to terminate the agreement immediately if performance of a certain undertaking is delayed by more than 30 days.
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 in accordance with Swedish law, with the exception of civil law conflict of law rules and the International Sale of Goods Act (1987:822).
15.4 Arbitration shall take place in Stockholm.