Full terms and conditions of purchase

  1. Introduction

    These general terms and conditions apply to the purchase of products (the "Products") from ProAccess Sweden AB "(PA"). The agreement between PA and the Buyer is hereinafter referred to as the "Agreement". The parties may have entered into separate agreements with differing provisions in relation to these terms and conditions. In the event of such conflict, such separate agreements shall prevail over these terms and conditions. All prices in the Agreement and these terms and conditions are stated in Swedish kronor excluding value added tax, unless otherwise stated.

  2. Credit information

    PA is entitled to obtain credit information regarding the Buyer. If, based on the results, it can be assumed that the Buyer will not be able to fulfil its obligations to PA, PA is entitled to terminate the Agreement with immediate effect. Instead of terminating the Agreement, PA may require the Buyer to provide security for the fulfilment of its obligations. If the Buyer refuses to do so, PA has the right to refuse delivery or to terminate the Contract with immediate effect.

  3. Shipping costs etc.

    PA shall arrange for the transport of the Products. This will be done via DHL Paket or equivalent to the address stated in the order confirmation. Transport takes place with PA agreed logistics solutions. Freight is paid by the Buyer unless otherwise agreed. If the package weighs more than 25 kg, it is placed on a full or half pallet and charged SEK 500. For deliveries to Norway, the minimum order is NOK 1000.

  4. Delivery time etc.

    The products shall be delivered at the time agreed between the parties. Delivery within Sweden normally takes place on the following working day. By special agreement, delivery can be made faster by courier. Extra costs will be added in such cases. For basic orders or factory orders, the delivery time according to the order confirmation applies.

  5. Delay in delivery

    If the delivery of the Products is delayed and PA is responsible for the delay, the Buyer is entitled to cancel the Contract if the delay exceeds one week. In addition, the Buyer is not entitled to claim any penalties due to delayed delivery. The Buyer is thus not entitled to compensation, either for direct or indirect damage, which he may have suffered as a result of the delayed delivery.

  6. Price and payment terms

    The price of the Products is indicated in the order confirmation. PA reserves the right for any printing or typing errors. In the event that PA incurs increased costs as a result of customs duties, taxes and/or other public fees or charges, PA is entitled to adjust the price of the Products accordingly. Such adjustments may also include orders already placed.

    Payment shall be made within thirty (30) days of the invoice date. In the event of late payment, penalty interest will be charged according to law. In the event of payment delays exceeding three (3) weeks, PA is entitled to cancel the Agreement with immediate effect. In the event of such cancellation, the Buyer is obliged to immediately return any delivered Products to PA at its own expense. In the event that the Products are not in undamaged condition, the Buyer shall pay reasonable compensation to PA for the deterioration. If it can be reasonably feared that the Buyer will not be able to fulfil his payment obligation within the period stated above, PA is entitled to demand adequate security for the payment. In the event that the Buyer fails to provide such security without delay, PA is entitled to cancel the Agreement with immediate effect.

  7. Breach of contract by the buyer

    PA has the right to cancel the Contract in the event that the Buyer is guilty of a material breach of contract or if there are reasonable grounds to assume that the Buyer is insolvent or otherwise unable to fulfil its obligations to PA.

    Whether or not the contract is cancelled, the Buyer is obliged to compensate PA for any loss suffered by PA as a result of the Buyer's breach of contract.

  8. Reservation of title

    Delivered Products remain PA's property until the Products have been paid in full by the Buyer. PA reserves the right to take back the Products in case the Buyer has not paid in full. Until the ownership has been fully transferred to the Buyer through full payment, the Buyer is obliged to take good care of the Products and not to sell, modify, sublet or otherwise actually or legally dispose of the Products in a way that jeopardises the value of the Products or PA's ownership.

  9. Liability for errors and complaints

    Material defects in the Products shall be remedied by PA after the Buyer's complaint, provided that the complaint is made in writing within 14 days after the defect was discovered or the Buyer became aware of it. Complaints shall be sent to the following address: ProAccess Sweden, Kasenabbevägen 9, 451 50 UDDEVALLA.

    Rectification shall take place within a reasonable time and at PA's expense, except in the case mentioned in the following paragraph. Instead of rectifying the defect, PA may deliver new faultless Products, in which case the Buyer shall return the defective Products. PA shall bear the cost of this.

    If a defect is caused by the Products being used contrary to the intended purpose, the accompanying instructions or by other negligence on the part of the Purchaser or others, PA is not obliged to remedy or otherwise take action in respect of the alleged defect. If it later turns out that PA was not responsible for the alleged defect, the Buyer shall reimburse PA for all costs incurred by PA in connection with the complaint and measures resulting therefrom. In addition to the warranty conditions specifically applicable to the Products, PA is only liable for defects that appear within one (1) year from the date of delivery of the Products.

    If rectification or redelivery has not taken place within a reasonable time from the complaint, the Buyer is entitled to cancel the contract provided that the defect is of material importance to the Buyer and PA realised or failed to realise this.

    The Buyer shall not be entitled to claim any other remedies than those set out in this Clause against PA for defects in the Products, except as provided in Clause 10 below.

  10. Product liability

    PA is liable for damage to persons or property caused by the Equipment only if PA is guilty of negligence. The Buyer shall indemnify PA if PA becomes liable to pay compensation to a third party in connection with product damage for which the Buyer is liable.

    The Purchaser shall notify PA without delay of any damage caused by the Products of which it becomes aware.

    The Parties each undertake to maintain customary liability insurance for their activities, including product liability.

  11. Guarantees

    PA buys all products from established suppliers. Some manufacturers provide guarantees for their products. In such cases, the warranty period applies from the time the Products were delivered. Any warranty claims must be directed to the respective manufacturer.

  12. Limitation of liability

    PA is not liable for any indirect loss that may be incurred by the Buyer. This limitation of liability includes, but is not limited to, loss of production, rental costs, loss of profit and loss of capital. However, the limitation of liability does not apply if PA has been guilty of gross negligence.

    Unless PA is guilty of wilful misconduct or gross negligence, PA's total liability for damages under this Agreement is limited to an amount corresponding to what the Buyer paid for the defective Products in question.

  13. Grounds for liberalisation (force majeure)

    A party is exempt from penalties for failure to fulfil certain obligations under this Agreement if the failure is due to a circumstance of the type set out below ("exempting circumstance") and the circumstance prevents, impedes or delays the fulfilment thereof. Exonerating circumstances shall be deemed to include, inter alia, action or omission by an authority, new or amended legislation, labour dispute, blockade, fire, flood or major accident, as well as failure or delay in delivery from a subcontractor caused by such exonerating circumstances.

    A Party invoking a defence under the above paragraph shall promptly notify the other Party.

    Notwithstanding the foregoing, if the fulfilment of any obligation is delayed by more than three (3) months, either party may terminate the Contract with immediate effect.

  14. Special conditions

    Several of PA's suppliers apply specific terms and conditions regarding the use of their trade mark and trade in their Products. If there is any uncertainty as to whether the Buyer's activities conflict with the supplier's terms and conditions, the Buyer must check these terms and conditions with PA and, if necessary, a separate agreement must be drawn up.

  15. Applicable law and dispute resolution

    Swedish law applies to the Agreement and these terms and conditions.

    Disputes concerning the interpretation or application of this Agreement, or any legal relationship arising out of or in connection with it, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The Institute's Rules for Expedited Arbitration shall apply, unless the Institute - taking into account the degree of difficulty of the case, the value of the subject matter of the dispute and other circumstances - decides that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply to the proceedings. In the latter case, the Institute shall also decide whether the arbitral tribunal shall consist of one or three arbitrators.