GENERAL TERMS AND CONDITIONS OF DELIVERY AND SALES
Spec-Imaging AB, Scheelevägen 15 Ideon Alfa 3, SE-223 63 Lund, Sweden
Article 1: Applicability of these terms and conditions
1.1 These terms and conditions shall apply to every offer and every agreement between Spec-Imaging AB, (“Spec-Imaging”), and a Purchaser, (“Purchaser”) regarding the offering, sale and delivery of all goods and/or services, herein jointly and separately referred to as the “Goods”, for which Spec-Imaging expressly or implicitly has declared these terms and conditions to be applicable, in so far as the parties have not expressly deviated from these terms and conditions in writing. The applicability of general terms and conditions of the Purchaser is expressly refuted.
1.2 Any electronic communication between Spec-Imaging and Purchaser shall be considered to be “in writing”. The electronic communication system used by Spec-Imaging will serve as sole proof for the content and the time of delivery and receipt of such electronic communication.
Article 2: Quotations, Confirmations
2.1 Quotations made by Spec-Imaging shall not constitute an obligation of Spec-Imaging and shall merely constitute an invitation to Purchaser to place an order unless expressly stated otherwise in writing. The prices stated in the quotation exclude VAT, unless otherwise stated.
2.2 Orders are not binding until accepted by Spec-Imaging in writing (“Seller’s Confirmation”). Spec-Imaging shall be entitled to refuse an order with any or no reason and without indication of its reasons.
3.1. Delivery shall take place at the location and at the time stipulated in the Seller’s Confirmation. In the event that one of the “Incoterms”, published by the International Chamber of Commerce, has been agreed as a delivery term, the Incoterms in effect at the moment of conclusion of the relevant agreement shall apply. If no specific delivery term has been agreed upon between the parties the Incoterm Ex Works shall be automatically applicable.
3.2. The Purchaser shall be obliged to accept the purchased Goods upon delivery or at the moment at which the Goods are made available to Purchaser in accordance with the relevant agreement. In the event that the Purchaser refuses to accept delivery or is negligent in furnishing information or instructions necessary for the delivery, the Goods shall be stored at the Purchaser’s risk. In such case the Purchaser shall be liable for all costs arising as a result of the refusal or the failure to furnish information or instructions.
4.1 The agreed delivery term shall not be a fixed deadline unless expressly agreed otherwise. In the event of late delivery after a fixed deadline, the Purchaser must serve written notice of default on Spec-Imaging in this respect in order to make any claim.
Article 5: Premature termination of the agreement
5.1 a) If after conclusion of the agreement it is apparent to Spec-Imaging that Purchaser will not meet its obligations set forth in the relevant agreement or
b) if Spec-Imaging has requested the Purchaser to provide security in respect of compliance with its obligation set forth in the agreement and this security has not been provided by the Purchaser, or
c) if Purchaser becomes insolvent, or unable to pay its debts as they mature, or goes into liquidation (otherwise than for the purposes of a reconstruction or amalgamation), or any bankruptcy proceeding shall be instituted by or against Purchaser, or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Purchaser, or if Purchaser enters into a deed of arrangement or makes any assignment for the benefit of its creditors, then, without prejudice to any other rights of Spec-Imaging, Spec-Imaging may by notice in writing forthwith;
(i) demand re-delivery and take repossession of any delivered Goods which have not been paid for, for which purpose Purchaser hereby grants an irrevocable right and license to Spec-Imaging to enter upon all or any of the premises where the Goods are or may be located and all costs relating to the recovery of the Goods shall be for the account of Purchaser; and/or
(ii) suspend its performance or terminate Seller’s Confirmation for outstanding delivery of Goods unless Purchaser makes such payment for Goods on a cash in advance basis or provides adequate assurance of such payment for Goods to Spec-Imaging; without any intervention of courts being required and without liability for Spec-Imaging of whatsoever kind arising out of or in connection with such suspension or termination.
5.2 In the event of (i) and/or (ii) above, all outstanding claims of Spec-Imaging shall become due and payable immediately with respect to the Goods delivered to Purchaser and not re-possessed by Spec-Imaging and without prejudice to Spec-Imaging’ right to claim compensation for damages.
5.3. In the event that circumstances occur relating to persons and/or material of whom/which Spec-Imaging makes use or normally makes use during the implementation of the relevant agreement which are of such a nature that implementation of the agreement becomes impossible or so difficult and/or disproportionately expensive that compliance with the agreement can no longer be reasonably demanded, Spec-Imaging shall be authorized to cancel the entire agreement. Spec-Imaging shall however strive to immediately inform the Purchaser as soon as any of the above circumstances occur.
6.1 Unless expressly stipulated otherwise by agreement relating to the composition of the Goods, the Goods shall be delivered by Spec-Imaging in accordance with its specifications and quality standards in respect of the Goods concerned. Spec-Imaging will use its best efforts to deliver the Goods from as few batches as possible. Deliveries from one specific production batch can however not be guaranteed.
In the event that Spec-Imaging delivers an item which deviates from what has been agreed upon between the parties the Purchaser shall be entitled to cancel the relevant agreement. The Purchaser shall have this opportunity for the period set forth in Article 8 below. The Purchaser shall not have any authority to cancel the agreement in the event of a) changes to the Goods to be delivered, b) changes to the packaging or c) changes to accompanying documentation, which are required in order to meet applicable statutory regulations or in the event of changes to the item which constitute an improvement.
6.2 Spec-Imaging reserves the right to change or modify any specifications, construction and/or manufacture of Goods and to substitute materials used in the production and/or manufacture of Goods from time to time without notice. Purchaser acknowledges that data in Spec-Imaging’ catalogues, specification sheets and other descriptive publications distributed or published on its websites by Spec-Imaging, may be varied from time to time without notice. Any statement, representation, recommendation, advice, sample or other information of Spec-Imaging in relation to the Specifications, the Goods and the use thereof shall be furnished for the accommodation of Purchaser only.
As regards the quality and composition of the Goods, and as regards the properties thereof, the certificates of inspection, health certificates, etc. issued by relevant authorized bodies, as furnished by Spec-Imaging, shall be decisive. In the event that the Goods delivered do not meet the agreed quality standards, the Purchaser shall be entitled to replacement of the Goods returned at no cost.
Purchaser must utilize and solely rely on its own expertise, know-how and judgment in relation to the Goods and Purchaser’s use thereof and in Purchaser’s application of any information obtained from the part of Spec-Imaging for the purposes intended by Purchaser. Consultation provided by Spec-Imaging shall not give rise to any additional obligations on the part of Spec-Imaging. Details and information provided with regard to the suitability and use of the Goods shall not be binding and Spec-Imaging does not assume any liability based on such consultations.
6.3 Spec-Imaging makes no promise or representation that the Goods shall conform to any law, statute ordinance, regulation, code or standard (“Laws and Standards”), unless expressly stated in Spec-Imaging’ Confirmation or in the Specifications. Purchaser acknowledges that the use of the Goods may be subject to requirements or limitations under Laws and Standards. Purchaser shall be exclusively responsible for (i) ensuring compliance with all Laws and Standards associated with its intended use of the Goods; and (ii) obtaining all necessary approvals, permits or clearances for such Use.
Article 7: Ownership reservation.
7.1. The Goods delivered by Spec-Imaging shall remain the property of Spec-Imaging until the Purchaser has complied with all obligations arising from all purchase agreements entered into between the parties.
7.2. Goods delivered by Spec-Imaging which are covered by ownership reservation by virtue of section 7.1 may only be sold on in the context of normal commercial activity. The Purchaser shall not be authorized to pledge the Goods nor to attach any right thereto.
7.3. In the event that the Purchaser fails to comply with his obligations or Spec-Imaging has good reasons to believe that it will fail to do so, Spec-Imaging shall be entitled, without any authority from the Purchaser, to remove or cause to be removed all delivered Goods, upon which ownership reservation as referred to in section 7.1 rests, from the premises of the Purchaser or third parties who are holding the item for the Purchaser. The Purchaser shall be obliged to provide full co-operation herewith, on penalty of a fine amounting to 10 % per day of the amount payable by him.
7.4. The Purchaser undertakes to fully co-operate in every respect with Spec-Imaging and in all reasonable measures which Spec-Imaging wishes to take for the protection of its right of ownership with respect to the Goods, and which do not cause unreasonable hindrance to the Purchaser in its business.
7.5. The Purchaser expressly acknowledges and agrees that all Spec-Imaging trademarks are the exclusive property of Spec-Imaging, or its affiliates or subsidiaries and that Purchaser has no right, title or interest in the Spec-Imaging trademarks, or any goodwill related thereto. Purchaser shall not use the trademarks of Spec-Imaging in such a way as to damage, tarnish, jeopardize or otherwise prejudice the goodwill and reputation associated with such trademarks or in a manner which may be misleading or deceptive to the public.
The Purchaser shall indemnify Spec-Imaging against all losses, liabilities and costs which Spec-Imaging may incur arising from or in connection with the Purchasers, breach of any of its obligations under this section 7.5.
Article 8: Defects; claims
8.1. The Purchaser may examine or cause to be examined the purchased Goods immediately on delivery, or as soon as possible thereafter. During such examination the Purchaser must ascertain whether the Goods delivered are in accordance with the purchase agreement, i.e.:
- whether the correct Goods have been delivered;
- whether the quantity of Goods delivered are in accordance with what has been agreed;
- whether the Goods delivered meet the agreed quality standards or if there are no such standards – such standards as may be adequate for normal use and/or commercial purposes.
8.2. If visible defects or deficiencies are observed, the Purchaser must inform Spec-Imaging thereof in writing within five (5) days of delivery.
8.3. Non-visible defects must be brought to the attention of Spec-Imaging by the Purchaser in writing as soon as possible however not later than within a maximum of one month of delivery.
8.4. Even where the Purchaser notifies Spec-Imaging of a claim for defects or deficiencies in accordance with the period set forth above, its obligation for payment and acceptance of orders made shall remain. Goods may only be returned to Spec-Imaging after prior written consent.
9.1 Unless agreed otherwise in writing, the prices stated in the Seller’s Confirmation shall be fixed and shall exclude VAT, import and export duties, import and export taxes, clearance charges and all other related costs. Unless agreed otherwise the prices stated shall be quoted in Euro. The prices shall be based on the cost factors applicable at the time of Seller’s Confirmation. In case of incidents unforeseen to Spec-Imaging, Spec-Imaging shall however be entitled to increase the price of the Goods still to be delivered if, due to such unforeseen incidents, the cost price determining factors have been subject to an increase. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by Spec-Imaging from third parties, social security contributions, governmental charges, freight costs and insurance premiums. Spec-Imaging shall notify Purchaser of such increase.
10.1. Unless agreed otherwise, payment must take place according to Seller’s Confirmation by transfer of the amount payable to the bank account number as stated by Spec-Imaging on the invoice. Payment must take place in Euro, unless agreed otherwise. Any sum due by the Purchaser to Spec-Imaging which remains unpaid on the date stipulated for payment shall carry an annual interest according to the Swedish Interest Act, i.e the reference rate set by the Swedish Central Bank plus eight (8) percent.
10.2. In the event of liquidation, bankruptcy or moratorium of payments on the part of the Purchaser, the Purchaser’s obligations shall become immediately payable.
10.3. All payments shall be made without any deduction on account of any taxes and free of any counterclaims, discount or set-off.
10.4. Payments made by the Purchaser shall always be set off first against all payable interest and costs, and secondly against the payable invoices which have been unpaid longest, even if the Purchaser states that the payment relates to a later invoice.
10.5. Any complaint with respect to the invoice must be notified to Spec-Imaging within eight (8) days after the date of invoice. Thereafter Purchaser shall be deemed to have approved the invoice.
11.1. In the event that the Purchaser is in default with respect to the compliance of one or more of its obligations, all reasonable costs incurred in obtaining payment out of court shall be borne by the Purchaser. The Purchaser shall in any event be liable to pay an amount equal to fifteen (15) percent of the invoiced amount, with a minimum of Euro 200 (two hundred Euro) to all of which sums VAT shall be added.
Where Spec-Imaging demonstrates that it has incurred higher costs, which were necessary in all reasonableness, these shall also be payable by the Purchaser.
11.2. The Purchaser shall be liable vis-à-vis Spec-Imaging for all legal costs incurred by Spec-Imaging in all cases, unless these are unreasonably high. This shall only apply if Spec-Imaging and the Purchaser enter into legal proceedings in respect of an agreement to which these general terms and conditions apply and if a final legal judgment is issued against the Purchaser.
12.2 Notwithstanding the foregoing, Purchaser’s indemnity obligations in favor of Spec-Imaging shall not apply to the extent any such Claims result from the deliberate action, gross negligence, or willful misconduct of Spec-Imaging or any of its employees, including any Claims resulting from the material failure by Spec-Imaging to meet the quality standards as described in Article 6 herein. However, Spec-Imaging shall not be liable for damages due to any lack of conformity of the Goods sold if, at the time of the conclusion of the agreement, the Purchaser knew or could not have been unaware of such lack of conformity or if the Goods sold have been used in a manner inconsistent with any handling specifications or instructions given by Spec-Imaging.
12.3 Spec-Imaging shall never be liable to Purchaser for any kind of indirect, consequential, incidental or punitive damages and/or consequential loss, cost or expense including without limitation to damage based upon lost goodwill, lost sales or lost profits, work stoppage, lost, delayed or deferred production, production failure, impairment of other goods or otherwise and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise, and Purchaser hereby releases Spec-Imaging in this regard.
13.1. Force majeure shall be understood to mean circumstances beyond the control of either party which hinder a party’s ability to comply with its contractual obligations hereunder, other than a party’s obligation to pay money due and owing to the other party. Such circumstances shall include acts of God and extreme weather conditions, fire, the effects of governmental laws and regulations, or labor strikes within the affected party’s organization, wildcat strikes, political strikes, or other labor disturbances.
13.2. In addition, Spec-Imaging, as supplier, may also claim force majeure in the event of labour strikes in companies other than that of Spec-Imaging, unforeseeable standstill on the part of suppliers of raw materials and/or packaging material or on the part of other third parties on whom Spec-Imaging is dependent, general transport problems, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in deliveries of goods supplied by suppliers or subcontractors, sudden regulatory changes. Within the company of Spec-Imaging, or a general lack of necessary raw materials or labour and other Goods or services necessary for the realisation of the agreed performance.
13.3. During periods of force majeure the delivery and other obligations resting on Spec-Imaging shall be suspended. In the event that the period during which force majeure prevents compliance by Spec-Imaging with its commitments lasts longer than 90 days, either party shall be authorised to cancel the agreement, without any obligation to pay further compensation existing in that case other than for Goods delivered to Purchaser prior to the occurrence of a force majeure event.
13.4. If, at the time when the force majeure comes into effect, Spec-Imaging has already partially met its obligations, or is only partially able to meet its obligations, Spec-Imaging shall be entitled to invoice the part already delivered or deliverable separately, and the Purchaser shall be bound to pay this invoice as if it were a separate invoice. This shall not apply, however, if the part already delivered/ deliverable has no independent value.
14.1 Contrary to the statutory rules governing the power of the civil courts, all disputes between the Purchaser and Spec-Imaging shall be decided by the competent court in the district of Lund. Notwithstanding, Spec-Imaging shall still be empowered to summons the Purchaser before the competent court according to the law or applicable international treaty.
15.1 With the exclusion of the United Nations Convention on the International Sale of Goods Act, incorporated into Swedish law as (Lag om internationella köp., 1987:822), Swedish substantive law shall be applicable on any agreement entered into between the parties as well as on these terms and conditions.
16.1 In the event of any discrepancy between the English text and the text in a different language, the English text shall prevail.
These conditions are applicable with effect from 1 December 2023 and are subject to change at any time without notice. The current version of these Conditions can be found at www.Spec-Imaging.com/terms.