1. These General Terms and Conditions of Sale shall apply to the sale of products ("Products") from GPBM Nordic AB ("Seller") to wholesalers and other companies ("Buyer"), unless otherwise agreed in writing between the Seller and the Buyer.
2. These General Terms and Conditions of Sale are subject to change by the Seller from time to time. The latest version is always available at the Seller's web store, login via www.gpbmnordic.se. Changes to the terms and conditions only apply to orders submitted by the Buyer after the amended version is posted on the Seller's website. At the Buyer's request, the Seller will send them a copy of the latest version of these General Terms and Conditions of Sale.
3. Products are ordered using a separate order form. On receiving the order form, the Seller will confirm the order with an order confirmation.
4. A binding agreement between the Parties will not come into force until the Seller has sent the order confirmation to the Buyer.
5. Prices specified do not include VAT or possible surcharges, such as a recycling charge, for example. The Seller reserves the right to change price, delivery and sales conditions without prior notice.
6. The Seller will invoice at the agreed price when the Products have been sent from the Seller's warehouse. An administration charge of SEK 150 not including VAT will be added to orders under a total value of SEK 1,500. Terms of payment is 20 days net from invoice date.
7. Late payment is subject to interest on overdue payment in accordance with the Swedish Interest Act (SFS 1975:635).
8. All technical information relating to the Products and their manufacture provided by the Seller to the Buyer before and after the order is delivered shall remain the sole property of the Seller. Technical information received by the Buyer must not, without prior consent of the Seller, be used for any other purpose than that for which it was submitted. It must not be copied, distributed or brought to the attention of third parties without the prior consent of the Seller.
9. Delivery is ex-works / ex Seller's warehouse in accordance with Incoterms 2010 FCA 002. Any pallet material will be billed on the invoice.
10. Products will be delivered at the specified delivery time or at any other time as agreed in writing between the parties. Delivery date in this instance is the day that the Seller notifies the Buyer that the goods are available.
11. The Seller shall immediately notify the Buyer of any delay to the delivery. If delivery is delayed as a result of force majeure or any act or omission attributable to the Seller's supplier or the Buyer, the delivery period shall be extended for a reasonable period. The Buyer may only cancel a delayed delivery if the delay results in considerable inconvenience to the Buyer and is not the result of force majeure or an act or omission attributable to the Buyer. At delayed delivery, the Buyer is only entitled to damages if a special written agreement has been reached with the Seller. The Seller may refuse to deliver the Products should the Seller have reasonable cause to doubt the Buyer's ability to pay. However, the Seller is obligated to deliver the Products if the Buyer, on notice served, pays for delivery in advance or offers security that is acceptable to the Seller. The Seller has no liability for delayed delivery over and above that as laid down in Paragraph 11.
12. The Buyer forfeits any entitlement to damages if the Buyer fails to inform the Seller in writing within six weeks from the delivery date.
13. The Seller has no liability for delayed delivery over and above that as laid down in Paragraphs 11 and 12. This also applies to any consequential financial loss brought about, such as loss of production or loss of profits
14. The Seller shall, at own discretion, exchange, repair or remedy defects in the Products resulting from faulty design, materials or workmanship. The Seller's liability does not cover defects caused by (i) improper use of the Products, (ii) material supplied by Buyer or (iii) the Buyer's design.
15. The Seller shall only be made liable for defects which appear within one year from the date of the Product being delivered to the Buyer.
16. The Seller has no liability for defects over and above that as laid down in Paragraphs 14 and 15. This also applies to any consequential financial loss brought about, such as loss of production or loss of profits
17. The Buyer shall give written notice of a defect to the Seller without undue delay after the defect has been discovered, and within three months from the Product being delivered to the Buyer. The complaint must contain a description of the defect.
18. Defects that are visible at the Buyer's receipt of the product, such as damage, missing items, etcetera., must be reported on receipt and acknowledged on shipping documents or other documents. Any hidden defect must be notified to carrier / Seller immediately, but no later than five (5) days after receipt of the Product.
19. Should the Buyer not lodge a complaint within the time specified under Paragraphs 17 and 18, the Buyer forfeits the right to make any claim in respect of the defect.
20. Only returned goods for which the Seller can be made liable, incorrect dispatch or manufacturing defect, for example, are approved at no extra cost to the Buyer. Before returning goods the Buyer must ask the Seller for instructions on how to proceed.
21. Other returns than those mentioned in Paragraph 20 must be approved in advance by the Seller. Enquiries relating to returned goods must be accompanied by the Seller's order or invoice number. On approval, the Buyer will receive a returned goods notification from the Seller to be attached to the return package. The Buyer will pay the cost of the returned goods. Approved returns must always be sent back in saleable condition in the original, intact package. In consideration of the Seller's handling, unpacking and checking costs, a return deduction will be made in connection with the settlement, equivalent to a minimum of 20 per cent of the purchase price, but not less than SEK 250 SEK not including VAT.
22. On receiving the returned goods, the Seller checks that all the return demands have been met. The return is thereafter adjusted with a credit invoice.
23. The Seller is not liable for personal injury or damage to property, or the consequences thereof if said injury or damage occurred after the Product was delivered to the Buyer.
24. The Buyer shall indemnify the Seller against third party claims for damages or losses that the Seller is not liable for as laid down in Paragraph 22.
25. Parties shall mutually inform each other of all damages and injuries caused by the Products
26. Disputes arising out of or relating to this agreement shall be settled at the Gothenburg District Court of first instance.
27. Swedish law is applicable for this agreement.