GENERAL TERMS OF DELIVERY FOR FALU RÖDFÄRG
These General Terms of Delivery are valid between Stora
Kopparbergs Bergslags AB, hereinafter called Falu Rödfärg,
and buyers of paint, hereinafter called the Buyer. The terms
of delivery are valid if nothing else has been agreed upon in
writing between the parties. In these Terms of Delivery the
material that is sold is called “the Goods”.
1. CONCLUSION OF CONTRACT
A tender, or another message, that usually should be
regarded as a tender, submitted by Falu Rödfärg, is valid
under no obligation if nothing else has been explicitly stated
in the tender or message. If the Buyer places an order with
Falu Rödfärg, Falu Rödfärg will be bound by contract in
connection with the written order acknowledgement of Falu
Rödfärg.
2. DELIVERY OF AND RISK FOR GOODS
If nothing else has been stated in the order acknowledgement of Falu Rödfärg, the Goods should be regarded as
delivered when it is made available as deliverable at the
warehouse of Falu Rödfärg, Falu Vapen, Sundbornsvägen 3,
SE-791 07 Falun, Sweden. The risk for the Goods is passed
to the Buyer when loading of Goods onto the transport
vehicle at the warehouse of Falu Rödfärg has started,
however, if the transport is delayed by the Buyer the risk
should be regarded as being passed when the Goods has
been delivered.
If Falu Rödfärg has undertaken to arrange the transport, by
its own or other transport vehicles, this will be effected at
the risk and expense of the Buyer.
3. TIME OF DELIVERY
The time of delivery is stated in the order acknowledgement
of Falu Rödfärg. If the time of delivery is stated as a certain
period of time, it should be counted from the date on which
the contract was concluded.
4. SUCCESSIVE DELIVERIES
If the contract is intended for successive deliveries (part
deliveries), the Buyer is not entitled to cancel the contract
at delays of a part delivery or at faults or deficiencies in the
part delivery, unless it does not refer to the part delivery
in question.
5. DELAY
Ver. March 2011
corresponding to three times the value of the delivered
Goods (part delivery) at a maximum.
The responsibility of Falu Rödfärg does not include damages
that might have been caused by faulty or uncommon use of
the Goods, i.e. it is used on such materials or exposed to
such conditions, e.g. weather and moisture, that the Goods
is not intended for. Furthermore the responsibility of Falu
Rödfärg for faults or deficiencies does not include normal
wear and tear or impairment and is not valid more than one
year from the date of delivery – unless nothing else has
been agreed upon between the parties.
In excess of what has been stipulated above, Falu Rödfärg
has no responsibility for faults or deficiencies of the Goods.
Falu Rödfärg is thus not liable to pay any compensation
depending on any faults or deficiencies to the Buyer, for loss
of production, non-profit or any other indirect damages. This
limitation of the responsibilities of Falu Rödfärg, however, is
not valid in case the company is guilty of gross negligence.
8. COMPLAINT OF FAULTS AND DEFICIENCIES
Damage, or loss that is visible must be reported immediately on receipt of the goods and noted on the signed copy
of the transport document or other document.
Recipients of a consignment are obliged to check
immediately on receipt if the goods have suffered any
damage that is hidden by the packaging.
The Buyer should inform Falu Rödfärg in writing about faults
or deficiencies of the Goods immediately or within one week
at the latest from the date the Buyer has noticed or should
have noticed the fault or the deficiency. Should the Buyer
neglect doing so, Falu Rödfärg will be released from liability
for the fault or the deficiency.
Should Falu Rödfärg receive information about faults of the
Goods or if the Buyer has noticed or should have noticed
that the Goods were faulty, Falu Rödfärg is entitled to
prescribe that the Buyer should cease using the Goods. The
Buyer should on his own initiative cease using such Goods
that the Buyer understands or should understand will make
professional work impossible or might cause damages.
Should the Buyer not cease using the Goods, when this have
been prescribed or otherwise should have been done, Falu
Rödfärg will be released from any other liabilities for the
fault in question than to deliver faultless Goods.
9. RETURN DELIVERIES
Return deliveries will only be accepted after agreements
entered upon in advance.
12. TERMS OF PAYMENT
Unless nothing else is agreed upon between the parties,
payment should be Falu Rödfärg by hand thirty days
after the invoice date at the latest. If payment should not
have been effected on the due date, the interest rate on
delayed payment will be eight percentage units above the
current reference interest rate determined by the Swedish
Riksbank.
Should the Buyer’s delayed payment cause any costs for
Falu Rödfärg in the form of exchange, inflation or depreciation losses or should there be other costs such as costs
for reminder letters etc, the Buyer must compensate Falu
Rödfärg for its costs.
13. INSOLVENCY etc.
Should there be a plausible reason for supposing that the
Buyer will not fulfil his obligations to pay, Falu Rödfärg
is entitled to retain further deliveries and also to require
that an acceptable guarantee is provided. If the guarantee should not be provided without delay, Falu Rödfärg is
entitled to cancel the contract in writing.
Falu Rödfärg is entitled to cancel the purchase in accordance with this provision also after the Buyer has come into
possession of the Goods.
14. FORCE MAJEURE
Should as a consequence of circumstances such as a
labour dispute whatever it might be, fire, explosion or
another serious accident, natural catastrophe, war, rebellion, decision of official authority, extensive operational
disturbances at the party, non-delivery from subcontractors
or lack of raw materials, abnormal increase of commodity
prices or circumstances on a par with those mentioned, the
possibilities of Falu Rödfärg to perform the possibilities of
each individual receiver to receive the Goods be impeded
or made considerably difficult, Falu Rödfärg and the Buyer
respectively are entitled to postpone the delivery (part delivery) during such a long time that is required to overcome
the effects of such a circumstance, unless the circumstances should have been considered when entering into
the contract and the party has had no reasonable possibility
to eliminate the detrimental effects of the circumstances.
If this period of time should exceed two months, each party
has the right to cancel the contract, in total or partly, concerning the deliveries that should have been performed
during the period of time in question. This is also valid if
such a circumstance as referred to above should occur after
the delivery time agreed upon.
If a party finds that he cannot keep to the agreed upon
time of delivery (part delivery), receipt of the Goods, or
the undertaking of another party, the other party – unless
nothing else has been agreed upon – should be informed
hereof immediately.
10. RESPONSIBILITY FOR THE DAMAGING QUALITIES OF THE GOODS
(PRODUCT LIABILITY)
If the delay depends on another factor than that stated in
item 15 below, and it puts the other party, not responsible
for the delay, to inconvenience, and the other party understood or should have understood it, that party is entitled to
cancel the contract in its entirety, or if it is a matter of part
deliveries, as far as the part delivery concerns.
The information from Falu Rödfärg concerning the Goods is
based upon laboratory or application technical experiments
and will only serve as guidance when choosing products,
method of working and field of application and is not a
guarantee for the appropriateness of the Goods for a certain
purpose.
A delayed delivery does not entitle the Buyer to claim
indemnification unless Falu Rödfärg shows gross negligence and the Buyer can prove that the delay has caused
considerable damage.
Falu Rödfärg is not in any case responsible for damages
that the Buyer may be subjected to as a consequence of the
fact that the Goods have caused damage to other properties
belonging to the Buyer, whatever it might be.
Falu Rödfärg is entitled to assign or pledge its rights in
accordance with this contract to another party within the
Stora Enso group of affiliated companies.
Nor is Falu Rödfärg responsible towards the Buyer concerning claims for compensation from the Buyer, based on
claims for indemnification from a third party, including staff
employed at the Buyer, as a consequence of damage to
property or personal injury, other than in such cases where
the Buyer according to compulsory statutes has been forced
to be responsible for it and the Buyer in accordance with
such a statute has the right by recourse to forward the claim
to Falu Rödfärg, and provided that Falu Rödfärg has had the
opportunity to consult with the Buyer in connection with the
handling of the matter.
16. RIGHT TO INFORMATION
6. TIME FOR REQUEST FOR INDEMNIFICATION CAUSED BY DELAY
Should the Buyer want to cancel the purchase or claim
indemnification depending on delay the Buyer should notify
Falu Rödfärg about this in writing at least one week prior
to the delivery.
7. FAULTS AND DEFICIENCIES IN GOODS
The agreed upon quantity may be exceeded by or fall below
10 % and such a deviation should not be considered as a
fault or deficiency.
If the delivered Goods are marred by errors or are defective,
the Goods should be exchanged – if a party demands it
and it is practically possible by reasonable means – towards
faultless Goods or the deficiency should be supplied. If
the fault has not been remedied or the deficiency supplied
within a reasonable time, the Buyer is entitled to have a
deduction from the purchase-price corresponding to the
fault or deficiency; or if the fault or deficiency is important
and Falu Rödfärg understood or should have understood it,
be entitled to cancel the contract.
The obligation of Falu Rödfärg to compensate the Buyer for
damage as a direct consequence of faults or deficiencies
of the Goods is limited to an amount corresponding to the
price of the delivered Goods (part delivery). Should the
Buyer show that he, as a direct consequence of faults or
deficiencies of the Goods, should have had outlays for extra
work regarding e.g. removal of faulty Goods or application
of delivered faultless Goods, Falu Rödfärg is above that
obliged to pay compensation, however, with an amount
Falu Rödfärg is liable in accordance with compulsory statutes
in those cases where the third party claims compensation
directly from Falu Rödfärg based on damaging qualities
of the Goods. However, the Buyer should in such cases
indemnify Falu Rödfärg as long as the damage has arisen
as a consequence of the fact that the Buyer has neglected
the instructions of Falu Rödfärg how to use the Goods or the
damage otherwise totally or partially is a consequence of
the action or neglect of the Buyer.
11. THE PRICE
The price of the Goods is stated in the current price list of
Falu Rödfärg.
Should there be a price increase, change of currency, tax
increase or other events beyond the control of Falu Rödfärg,
Falu Rödfärg will be entitled to increase the price correspondingly, whereby the Buyer still is bound to the purchase.
The price is stated in SEK, excluding freight costs and VAT.
A party, who wants to make use of the above mentioned
privilege, should without delay inform the other party about
this in writing.
A party is not liable to pay damages in connection with
cancellation – in total or partly – of the contract owing to a
circumstance stated in this item.
15. ASSIGNMENT
As the Buyer has come to an agreement with Falu Rödfärg,
the Buyer, and the persons who possibly sign the contract,
approve that Falu Rödfärg handles information about the
Buyer and the persons who have signed the contract. With
handling we refer to each measure, or series of measures,
that are taken, whether made automatically or not, e.g.
collection, registration or storage. The information will be
handled with the aim to administrate this contract. The
Buyer, or the persons who have signed the contract, also
approve that the information may be forwarded to companies included in the Stora Enso group of affiliated companies
or to the collaboration partners of Falu Rödfärg.
17. LITIGATION
Litigation on account of the contract should be arbitrated in
Sweden, in accordance with the arbitration law, and according to Swedish law without application of its regulations of
international private law.
However, a party is entitled to apply for injunction to pay
concerning claims on delivered Goods being unpaid. If the
application for injunction to pay should be opposed in due
time and the party wants to go on with the litigation, this
should be made by means of arbitration which may be
demanded also when the case about injunction to pay has
been removed from the cause-list. If a party should claim
damages which do not refer to a higher amount than 75 000
SEK excl. interest, collection charges and law expenses, the
party instead may start proceedings at a general court.