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1. General
All orders for the sale of Products are accepted by SMW AB on these Terms and Conditions which supersede any other terms appearing in this or any previous catalogue or elsewhere. These Terms and Conditions together with the Contracts concluded hereunder constitute the entire understanding between SMW and the Customer. Products from SMW are made for commercial use only.
2. Definitions
In these Terms and Conditions:
“the Customer” means the company, firm or person with whom a Contract is concluded;
“the Catalogue” means the current SMW catalogue and the current stock numbers and prices of SMW;
“the Contract” means a contract for the supply of Products made between SMW and the Customer;
“the Products” means the goods supplied or to be supplied to the Customer by SMW; and
“the Terms and Conditions” means these terms and conditions for the sale of Products by SMW to the Customers.
3. Orders
Orders are initiated by the Customer’s purchase order received by SMW either in writing, by telephone, e-mail or fax. Purchase orders shall identify the Products, unit quantities, part numbers, descriptions, applicable prices and designate if delivery shall be made by
– DHL Truck or Parcel Post
– Courier (UPS, DHL)
Purchase orders are subject to SMW’s written acceptance and to these Terms and Conditions.
Irrespective of means of communication, it is the sole responsibility of the Customer to verify that SMW has received the purchase order or any other kind of message sent by the Customer to SMW. SMW does not assume any responsibility whatsoever for any loss or damages caused by breakdowns in communication beyond SMW’s reasonable control.
4. Delivery
Delivery shall be “Ex Works” (EXW) (Incoterms 2000, International Chamber of Commerce). Selection of the carrier and delivery route will be made by SMW. On the Customer’s request SMW may provide the Customer with an estimated delivery date. The Customer acknowledges that any such delivery dates provided by SMW are estimates only and that SMW shall not be liable for failure to deliver on such dates.
The amount of all transportation charges from SMW’s facility shall be paid to SMW by the Customer in addition to the purchase price of the Products. Delivery to a carrier shall constitute delivery to the Customer, and risk of loss and delay shall thereupon pass to the Customer. Products invoiced and held by SMW at the Customer’s request shall be held at the Customer’s risk and expense.
5. Passing of Title
Notwithstanding that the Customer obtains possession of the Products, ownership of the Products shall remain with SMW until such time as SMW has received payment in full for all sums due to it from the Customer. If any sum is overdue for payment in whole or in part SMW may (without prejudice to any other rights or remedies available to it) recover and re-sell the Products or any of them.
6. Claims
The Customer shall examine the Products as soon as possible after their arrival at destination. Claims for shortages and damage must immediately be made to carrier. The Customer shall be deemed to have accepted the Products unless written notice of rejection is received by SMW within ten (10) days after delivery.
7. Prices
All prices in the Catalogue or otherwise quoted by SMW are in EUR, USD, GBP or SEK and excluding VAT. All prices are subject to alteration by SMW without notice. If the price for a specific order due to such alteration should exceed the corresponding price in the Catalogue or otherwise quoted by SMW, the Customer may, immediately upon receipt of SMW’s written confirmation of the order, by written notice to SMW, cancel the order whereupon neither party shall be under any further liability hereunder. If delivery (as defined in Article 5 above) has been made prior to SMW’s receipt of such cancellation, the Customer’s right to cancel shall be subject to the Customer’s return of the Products at his own risk and expense.
The amount of all taxes or other charges now or hereafter imposed by any government authority which may be paid by SMW or for which SMW may be liable shall be paid to SMW by Customer in addition to the price of the Products.
8. Terms of Payment
Payment for Products shall be received by SMW in advance (via bank account, VISA, MasterCard, American Express or PayPal) or within thirty (30) days from date of invoice. Orders are subject to credit approval by SMW, which may in its sole discretion at any time change the terms of the Customer’s credit or require advance payment.
The amounts due shall be transferred, unless otherwise agreed, to SMW’s bank for the account of the SMW and the Customer shall be deemed to have performed his payment obligations when the respective sums due have been received by SMW’s bank in immediately available funds.
If SMW reasonably believes that the Customer’s ability to make payments is impaired, SMW may cancel any order or remaining balance thereof, and the Customer shall remain liable to pay SMW for Products already delivered (as defined in Article 5 above). The Customer shall, when requested by SMW, submit such financial information as SMW may reasonably require for determination of credit terms.
The Customer shall pay the entire net amount of each invoice from SMW pursuant to the terms of such invoice without offset or deduction. Invoices not paid when due shall bear interest to date of payment at the annual rate of 12 percent or such lower rate as may be the maximum permitted by law.
SMW shall be entitled to terminate the Contract without prior notification if a payment from the Customer is delayed.
9. Warranty and Limitation of Liabilities
Subject to clause 6 above, SMW warrants that it will replace or repair any faulty Products if the fault occurs within two (2) years from the date of delivery (as defined in clause 4 above), provided that the fault is caused by defects in the manufacturing or material of the Products. SMW warrants that it will replace or repair the faulty Products at no expense for the Customer. SMW is entitled to decide whether faulty Products shall be replaced or repaired and if repair is necessary. By replacing or repairing a faulty Product SMW shall have fulfilled its warranty. SMW is liable according to this warranty only when the Customer has not used the Products or has used the Products in a normal way. This warranty does not cover, and SMW is not responsible for, any fault in Products which is a consequence of normal wear and tear. SMW makes no other warranty, express or implied, with respect to the Products. In particular, SMW makes no warranty respecting the merchantability of the products or their suitability or fitness for any particular purpose or use or respecting infringement . SMW makes no warranty that the products meet requirements for authorisation, approvals or certifications applicable in the country of the customer or the otherwise intended final destination of the product. SMW makes no warranty that the products or the use thereof does not violate statutes or regulations in such countries. The customer shall verify dimensions, ratings and other characteristics of the products prior to their use or incorporation with other products.
The customer shall not in any event be entitled to, and SMW shall not be liable for indirect, special, incidental or consequntial damages of any nature including, without being limited to, loss of profit, promotional or manufacturing expenses, overhead, injury to reputation or loss of customers. The customer´s recovery from SMW for any claim shall not exceed the customer´s purchase price for the products irrespective of the nature of the claim whether in contract, tort, product liability, warranty, or otherwise. The customer is obliged to take any possible measures to avoid loss.
10. Import and Export Licenses
The Customer shall not directly or indirectly import, export, re-export, sell or transfer any Product to any country for which an export license or other governmental approval is required without first – at the Customer’s own behalf and expense – having obtained all such licenses and other approvals.
SMW may at any time choose to refuse to deliver any Products that are, or reasonably can be believed to be, subject to government prohibitions or other restrictions in the country of the Customer.
11. Statements and Advice
If statements or advice, technical or otherwise, is offered or given to the Customer by SMW, such statements or advice shall be deemed to be given as an accommodation to the Customer and without charge and SMW shall have no responsibilities or liabilities whatsoever for the content or use of such statements or advice.
12. Information
The Customer shall promptly inform SMW of any claim made against the Customer by his customers or third parties concerning the Products or intellectual property rights related thereto.
13. Modifications
The sale of Products hereunder shall be governed by the Terms and Conditions, notwithstanding contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgement, confirmation or any other form or document issued by either party effecting the purchase and/or sale of Products. These Terms and Conditions may not be modified or cancelled except through a written agreement signed by the Customer and the Managing Director of SMW.
14. Transfer of Rights
No rights, duties, agreements or obligations hereunder may be assigned or transferred by either party without the prior written consent of the other. The Terms and Conditions hereof shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns.
15. Waiver
The waiver of any breach of any term, condition or covenant hereof or default under any provision hereof shall not be deemed to constitute a waiver of any other term, condition, or covenant contained herein or of any subsequent breach or default of any kind or nature.
16. Invalid Provision
Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.
17. Force Majeure
SMW is not liable for a failure to perform any of this obligations in so far as:
(a) the failure was due to an impediment beyond SMW’s control, and
(b) SMW could not reasonably be expected to have taken into account the impediment and its effects upon SMW’s ability to perform at the time of the conclusion of the Contract, and
(c) SMW could not reasonably have avoided or overcome it or its effects.
A ground of relief under this clause relieves SMW from liability in damages, from any and all contractual sanctions. SMW shall inform the Customer when a ground of relief occurs.
If the grounds of relief subsist for more than sixty (60) days, either party shall be entitled to terminate the Contract by written notice.
18. Applicable Law
These Terms and Conditions and the Contracts concluded hereunder shall be governed by and construed in accordance with the laws of Sweden.
19. Resolution of Disputes
Any dispute, controversy or claim arising out of or in connection with these Terms and Conditions and the Contracts concluded hereunder, or the breach, termination or invalidity thereof, shall be settled by arbitration at the Arbitration Institute of the Stockholm Chamber of Commerce (SCC Institute).
However, where the amount in dispute does not exceed EUR 10.000 and the Customer is a consumer buying the Products for a non-commercial use, the dispute shall be settled by the District Court of the City of Stockholm at first instance.
Except for what is stated in the foregoing sub-paragraph the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. The arbitral tribunal shall be composed of three arbitrators. The language to be used in the arbitral proceedings shall be English.
The reference made above to “the amount in dispute” shall be deemed to designate the sum of the claimant’s claims and any counterclaims of the counter-party.
This arbitration clause does not prevent any party from requesting interim or conservatory measures from the courts. | 
