1.1) These general conditions of sale (“General Conditions”) shall apply for all entities of FläktGroup’s (“FläktGroup”) sales to the Customer (the “Customer”) unless otherwise is agreed in writing. The term Customer includes both company accounts and user accounts. Any general conditions referred to by Customer shall be valid only if accepted in writing by FläktGroup.
1.2) These General Conditions, any local FläktGroup purchase terms, the purchase order and FläktGroup’s order confirmation constitute a binding order (“the Order”).
1.3) These General Conditions do not apply in relation to consumers.
2.1) The Customer may order the products included in FläktGroup’s current product range consisting of products and solutions within Air Technology Solutions (the “Products”). The product range is available on FläktGroups’s webpage at www.flaktgroup.com and its global webpages (the “Website”) and other product information. The product range may vary from country to country.
2.2) The Customer may also use the product configuration tools and the customer portal, which together with the web shop are FläktGroup’s Digital Services (“the Digital Services”).
3.1) The Customer shall use its company account, user account or other necessary information when placing its order with FläktGroup online at FläktGroups’s e-commerce site available on the Website or when otherwise using the Digital Services.
3.2) An order is binding for FläktGroup once it has been confirmed by FläktGroup. This applies regardless of how the Customer has placed its order.
3.3) The Customer has no right to cancel any order placed after FläktGroup has confirmed the order.
4. PRODUCT INFORMATION
4.1) FläktGroup shall have no liability in case Products or Digital Services are sold out and reserves the right for any image or typographical errors in the product catalogues or on the Website, e.g. errors in the product description, inaccurate prices or other incorrect information. FläktGroup is entitled to rectify any such errors also after confirming an order and, at any time, to change or update the information.
4.2) Any image details in the product catalogues or on the Website shall be considered as illustrations only. Such illustrations do not guarantee to reproduce the exact number of Products the Customer will receive in each package nor the exact appearance (including colour), function or origin of the Product.
5.1) Any time of delivery stated by FläktGroup is an estimation. FläktGroup may deliver the ordered Products or Digital Services in separate deliveries. FläktGroup will not have any liability to the Customer for any delay in delivery. Unless otherwise agreed between the parties, the Customer has no right to cancel an Order due to delayed delivery.
6.1) Any prices are given in the currency stated in the order confirmation and are, unless otherwise stated, exclusive of VAT, delivery costs and custom clearance fees.
6.2) The prices for the Products and Digital Services are stated at FläktGroup’s Website or current price list unless the Customer and FläktGroup have entered into a separate agreement thereon. FläktGroup shall have the right to change the prices at any time.
7.1) The delivered Products or Digital Services shall, to the fullest extent allowed by law, remain FläktGroup’s property until FläktGroup has received payment in full from the Customer. Upon delayed payment interest on arrears shall be charged in accordance with applicable laws. FläktGroup shall furthermore have the right to withhold deliveries to the Customer, demand that acceptable securities be provided, amend the terms of payment and any possible credit limit and cancel the Order upon delayed payment. Should the Customer not pay in time FläktGroup shall have the right to send reminders and charge a fee for such reminders. Should the Customer not effect payment within the stated time in the reminder, any invoices due may be given to a debt collector without any further notice from FläktGroup.
8. CHANGES TO THE GENERAL CONDITIONS
8.1) These General Conditions shall apply to any Order placed by the Customer and any Product or Digital Service delivered by FläktGroup to the Customer under such Order. FläktGroup reserves the right to change these General Conditions at all times. If the Customer does not raise any objections to such changes, changes will become valid 30 days after FläktGroup has announced the changes on its Website or otherwise has informed the Customer about the changes.
9. TERM AND TERMINATION
9.1) Without prejudice to any remedy it may have against the other party for breach or non-performance under these General Conditions, either party shall have the right to terminate an Order by giving the other party not less than 30 days’ notice in writing; (a) if the other party should commit or permit a breach or non- performance of material importance to the other party and should fail to remedy such breach or non- performance within 30 days after receipt of written notice; or (b) if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or corporate reorganisation proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership. Notice of termination shall be given without undue delay after the circumstance constituting the breach was or should have been known to the aggrieved party.
9.2) In addition to the provisions stated above FläktGroup shall at all times have the right to terminate an Order with immediate effect if (i) the Customer has delayed payments, or (ii) the ownership of the Customer is essentially changed.
10. WARRANTY FOR DEFECTIVE PRODUCTS
10.1) Faults of quality and hidden defects, which cannot be verified immediately after delivery, shall be communicated to FläktGroup in writing within seven (7) days from delivery thereof. The seven (7) day warranty comprises defects existing at the time when the risk for the Products passed over to the Customer. Returns of Products shall not be made except upon written authorization by FläktGroup. If a Product is defective in accordance with above and the Customer is entitled to make a claim against FläktGroup based on the defect, FläktGroup undertakes to, at its own discretion, repair or replace the Products and/or of the assessed defective parts thereof, within the periods of time normally necessary, to the same delivery address as stated in the order confirmation relating to the delivery of the defective Products. The parties may also agree on the Customer being given a discount instead.
10.2) FläktGroup shall not be liable for any defect due to the Customer or a third party not complying FläktGroup’s care instructions or for any defect caused by any misapplication, faulty installation or neglected maintenance and normal wear. The warranty does not cover fading, shrinking, swelling due to exposure to the sun or artificial lighting sources, moisture or temperature. Claims due to cuts, burns or pet damages are excluded.
10.3) The only warranties given under an Order are those given expressly by FläktGroup in these General Conditions.
10.4) When returning a defective Product the Customer shall comply with FläktGroup’s guidelines for returning products and making complaints in force at that time unless otherwise agreed by the parties. No compensation or replacement is granted if the defective Products are not returned to FläktGroup. The Customer shall have no right, without FläktGroup’s prior written agreement, to use or discard any Products which have been so complained as defective to FläktGroup in any way or to let any third party do so.
11.1) FläktGroup shall only be liable for any damages which the Products may cause persons or other property if such liability is imposed upon FläktGroup according to the Product Liability Directive (85/374/EEC).
11.2) The Customer shall without delay and in writing notify FläktGroup of any product liability demands imposed upon the Customer and shall attend to such demands in accordance with FläktGroup’s instructions. The provisions above shall also apply for any demands which may be imposed upon the Customer after termination of these General Conditions.
12. INTELLECTUAL PROPERTY RIGHTS
12.1) All intellectual property rights relating to the Products and Digital Services belong to FläktGroup or its licensors. This means that any trademarks, trade names, pictures and graphics, design, layout, marketing material and any other information attributable to the Products or Digital Services, may not be used or reproduced without the prior written consent by FläktGroup or its licensors or otherwise are permitted by law. It is also not allowed to remove, obscure or alter any legal notices displayed or in along with the services provided by FläktGroup without the prior written consent.
12.2) Subject to Clause 14, FläktGroup is liable for any infringement or alleged infringement upon a third party’s intellectual property right by a Product or Digital Service only to the extent the manufacturer of that Product or Digital Service is liable for such infringement or alleged infringement in relation to FläktGroup.
13. PERSONAL DATA
14. LIABILITY, BREACH OF CONTRACT ETC.
14.1) Notwithstanding the provisions otherwise set forth in these General Terms, the Customer is obliged to compensate FläktGroup for any costs FläktGroup incurs as a result of the Customer’s unjustified complaints, delays in payment or delays in receipt of deliveries.
14.2) FläktGroup shall not be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (however caused) which arise out of or in connection with an Order. FläktGroup’s total liability for each Order shall in any case be limited to the value of the specific Order.
14.3) FläktGroups’s liability for any faults, insufficiencies, delays and other breaches of contract shall be limited to what is expressly stated in these General Conditions. The Customer shall have no right to resort to any other remedies than those given in these General Conditions.
15. FORCE MAJEURE
Force Majeure (ICC Force Majeure Clause 2003):
15.1) Unless otherwise agreed in the contract between the parties expressly or impliedly, where a party to a contract fails to perform one or more of its contractual duties, the consequences set out in paragraphs 4 to 9 of this Clause will follow if and to the extent that that party proves:
[a] that its failure to perform was caused by an impediment beyond its reasonable control; and
[b] that it could not reasonably have been expected to have taken the occurrence of the impediment into account at the time of the conclusion of the contract; and
[c] that it could not reasonably have avoided or overcome the effects of the impediment.
15.2) Where a contracting party fails to perform one or more of its contractual duties because of default by a third party whom it has engaged to perform the whole or part of the contract, the consequences set out in paragraphs 4 to 9 of this Clause will only apply to the contracting party:
[a] if and to the extent that the contracting party establishes the requirements set out in paragraph 1 of this Clause; and
[b] if and to the extent that the contracting party proves that the same requirements apply to the third party.
15.3) In the absence of proof to the contrary and unless otherwise agreed in the contract between the parties expressly or impliedly, a party invoking this Clause shall be presumed to have established the conditions described in paragraph 1[a] and [b] of this Clause in case of the occurrence of one or more of the following impediments:
[a] war (whether declared or not), armed conflict or the serious threat of same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilisation;
[b] civil war, riot rebellion and revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience;
[c] act of terrorism, sabotage or piracy;
[d] act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalisation;
[e] act of God, plague, epidemic, natural disaster such as but not limited to violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; [f] explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current;
[g] general labour disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises.
15.4) A party successfully invoking this Clause is, subject to paragraph 6 below, relieved from its duty to perform its obligations under the contract from the time at which the impediment causes the failure to perform if notice thereof is given without delay or, if notice thereof is not given without delay, from the time at which notice thereof reaches the other party.
15.5) A party successfully invoking this Clause is, subject to paragraph 6 below, relieved from any liability in damages or any other contractual remedy for breach of contract from the time indicated in paragraph 4.
15.6) Where the effect of the impediment or event invoked is temporary, the consequences set out under paragraphs 4 and 5 above shall apply only insofar, to the extent that and as long as the impediment or the listed event invoked impedes performance by the party invoking this Clause of its contractual duties. Where this paragraph applies, the party invoking this Clause is under an obligation to notify the other party as soon as the impediment or listed event ceases to impede performance of its contractual duties.
15.7) A party invoking this Clause is under an obligation to take all reasonable means to limit the effect of the impediment or event invoked upon performance of its contractual duties.
15.8) Where the duration of the impediment invoked under paragraph 1 of this Clause or of the listed event invoked under paragraph 3 of this Clause has the effect of substantially depriving either or both of the contracting parties of what they were reasonably entitled to expect under the contract, either party has the right to terminate the contract by notification within a reasonable period to the other party.
15.9) Where paragraph 8 above applies and where either contracting party has, by reason of anything done by another contracting party in the performance of the contract, derived a benefit before the termination of the contract, the party deriving such a benefit shall be under a duty to pay to the other party a sum of money equivalent to the value of such benefit.
16.1) All information which is not publically available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a party or to any of its business matters, which has been disclosed or may be disclosed to the other party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with an Order or otherwise, shall at all times be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of these General Conditions, nor be disclosed by it to any third party without the prior written consent of the other party (such consent not to be unreasonably withheld). The obligation of confidentiality does not apply when the Receiving Party is required by law, regulation or a governmental decision to disclose information.
17.1) A party’s waiver of any of its rights or remedies under these General Conditions must be in writing and duly executed by it. No single or partial waiver of any such right or remedy shall preclude any other or further exercise of that or any other such right or remedy.
17.2) Changes and additions to the terms and conditions or these General Conditions, including to this Clause Fel! Hittar inte referenskälla. must be in writing and duly executed by the Parties.