Terms and conditions

1. Applicability and definitions

1.1. In these General Terms and Conditions “Supplier” shall mean Malte Group AB, reg. no 556851-1942. “Purchaser” shall mean the company that has ordered or bought Products and/or Services from the Supplier. The Supplier and the Purchaser may herein also jointly be referred to as the “Parties” and each be referred to as a “Party”.
1.2. These General Terms and Conditions constitutes an integral part of the agreement entered into by the Parties (the “Agreement”). The Agreement consists of any quotation letter, order, order confirmation, these General Terms and Conditions and all documentation referred to by the Parties as being a part of the Agreement. Deviations from these General Terms and Conditions must be agreed upon in writing between the Parties to become effective.
1.3. In these General Terms and Conditions, “Product(s)” shall mean the Supplier’s current product range available on the Supplier´s webpage www.maltegroup.com and all other products offered by the Supplier or all products which the Supplier undertakes to supply, which the Supplier undertakes to sell to the Purchaser, and which are set forth in detail in the Agreement.
1.4. In these General Terms and Conditions, “Service(s)” shall mean all Services that the Supplier undertakes to perform towards the Purchaser in connection with the Product.
1.5. In these General Terms and Conditions “Business Day” refers to any day that is not a Saturday, Sunday or a bank holiday.

2. Order

2.1. The Purchaser may place its order with the Supplier by e-mail, phone, orally, or by letter. An order is binding on the Supplier and the Purchaser once it has been confirmed by Supplier to the Purchaser.

3. Delivery of Products

3.1. Delivery shall be FCA (Free Carrier) Halmstad (Incoterms 2020 or in the applicable wording on the date of the Agreement).
3.2. Any date of delivery stated by the Supplier is the Supplier’s best estimate of a calculated delivery date. If the Supplier has reason to believe that delivery cannot be met on the expected delivery date the Supplier shall in writing inform the Purchaser accordingly and advise when delivery is expected to be effected.
3.3. If the Supplier fails to make delivery in full accordance with the expected delivery date, the Purchaser shall have the right to liquidated damages amounting to one (1) percent of the total price for the delayed delivery for each commenced week which the delay lasts, to a maximum of ten (10) percent of the total price.
3.4. If a delivery is delayed by more than one (1) month, the Purchaser may, in writing, request delivery within a reasonable and final period of time, which may not be shorter than two (2) weeks. If the Supplier is unable to deliver within the requested period, and this is not subject to any circumstances attributable to the Purchaser, the Purchaser shall have the right to cancel the order for the delayed Products. If the Purchaser cancels the order, it is not entitled to any compensation or damages.
3.5 If the delay is caused by a circumstance which, pursuant to section 11, constitutes grounds for relief or by any action or omission by the Purchaser, the delivery period shall be extended for a period which is reasonable considering the circumstances.
3.6 Upon delivery, the Purchaser is obliged to examine the Product(s) delivered for any visible defects, ensure that the number of pallets, boxes and parcels correspond with the number given in the delivery notes and that the quantities delivered correspond with the quantities given on the boxes and parcels and acknowledge receipt of the Products on the carrier’s delivery note.
3.7 Should the delivered quantity of Products deviate from the quantity ordered by the Purchaser, or if the wrong type of Products has been delivered, the Purchaser shall without delay but not later than the second following Business Day notify the Supplier in writing. Should any damages be noted which are assumed to have occurred during the transport, such damages shall furthermore be immediately reported to the carrier or noted on the shipping document. If the Purchaser has not informed the Supplier during the time window set out above concerning any visible defects, shortage of quantities or wrong type of Products, that will constitute as an acceptance of the delivery regarding visible defects, shortage of quantities or wrong type of Products, and the Purchaser no longer has the right to claim any liability for defects, compensation or damages.

4. Prices and Payment

4.1. The price of the Products and/or Services shall be set to the price which the Supplier applies at the time of receiving the order from the Purchaser, unless the Parties have agreed otherwise in writing. All prices are quoted for delivery FCA (Free Carrier) Halmstad (Incoterms 2020 or in the applicable wording on the date of the Agreement) and are excluding VAT, any other taxes or fees and costs for packaging of the Products and/or Services and transport packaging. If the Parties have agreed that the Supplier shall arrange the transport, such freight charges will be charged in accordance with the Supplier’s price list valid at the time of delivery.
4.2. Upon variations in exchange rates (applicable currency compared to SEK) exceeding two (2) percent from entering the Agreement until the time of invoicing of the Product and/or Services, the Supplier may adjust the indicated prices accordingly. The Supplier’s right to adjust the prices shall also apply when a certain price has been agreed upon by the Parties.
4.3. Upon variations in raw material prices exceeding two (2) percent from entering the Agreement until the time of invoicing of the Product and/or Services, the Supplier may adjust the indicated prices accordingly. The Supplier’s right to adjust the prices shall also apply when a certain price has been agreed upon by the Parties.
4.4. Payment shall be made upon invoicing and no later than the date set forth in each invoice, unless otherwise is agreed upon in writing. The Purchaser shall under no circumstances, such as due to delays or deficiencies, be entitled to withhold payment. Upon delays in payment, interest on overdue payments shall accrue from the maturity date, according to the Swedish Interest Act (1975:635). If the Purchaser does not pay on time, the Supplier may further, after having given the Purchaser notice in writing thereto, suspend its performance of the Agreement until payment has been made.
4.5. If the conduct or the financial circumstances of the Purchaser are such that there is reason for the Supplier to suspect that the Purchaser will not effect full payment, the Supplier may suspend the performance of the Agreement and demand advance payment or adequate security to resume the performance. If such circumstances are discovered after the Product has been shipped, the Supplier may prevent the delivery of the Product. The Supplier shall urgently notify the Purchaser in writing of its decision to suspend the performance of the Agreement.
4.6. The Supplier may cancel the Agreement if the Purchaser has not paid within three months after the payment date, or if more than one payment date, one of the payment dates, as specified in the Agreement. Without prejudice to the right of interest on overdue payments, the Supplier shall in such case be entitled to recover damages.

5. Liability for defects

5.1. Apart from situations as indicated in section 3.7, a Product or a Service which is not in conformity with the agreed specification shall be considered deficient, unless the non-conformity is without significance for the intended use of the Product. The Supplier’s liability for other defects is limited to defects caused by defective construction, materials or workmanship. The liability for defects comprises any defect existing at the time when the risk for the Products passed over to the Purchaser and which appears and is notified in writing within twelve (12) months from the Supplier’s delivery of the Products or Service.
5.2. The Supplier shall not be liable for any defects in the Products due to any material supplied by the Purchaser or any construction or design suggested by the Purchaser. Nor shall the Supplier be liable for any defect due to the Purchaser or a third party not following the Supplier’s maintenance instructions or for any defect caused by any misapplication, faulty installation or neglected maintenance and normal wear.
5.3. Should the Purchaser notice a defect in a Product or Service, the Purchaser shall without delay, after it discovered or ought to have discovered the defect, make a written complaint to the Supplier. The Supplier obliges itself to, at its own discretion, either substitute or repair the defective Product or Service or credit the Purchaser for the defective Product or Service. The Parties may also agree on the Purchaser being given a discount instead. When returning the Product, the Purchaser shall follow the Supplier’s guidelines for returning products and making complaints unless otherwise agreed by the Parties in writing. The Purchaser shall carry the costs for any return of defective Products.

6 Damages

6.1 Unless otherwise follows from the Swedish Product Liability Act (1992:18), or other mandatory Swedish law, the Supplier shall not be liable for any damage to property or personal injury caused by the Product.
6.2 The Purchaser shall, without delay and in writing, notify the Supplier of any product liability demands imposed upon the Purchaser and shall attend to such demands in accordance with the Supplier’s instructions. The provisions above shall also apply for any demands which may be imposed upon the Purchaser after termination of the Agreement. The Parties shall devote themselves to any claims for product liability being directed to the Supplier or whomever the Supplier may appoint.

7. Limitation of liability

7.1. The Supplier shall not be liable for any indirect or consequential damages including but not limited to loss of profits, loss of production, loss of goodwill or missed opportunities. The Supplier’s liability under the Agreement shall per year be limited to twenty (20) percent of the total price for the Products or Services which caused the damage.
7.2. The Supplier’s liability for any faults, insufficiencies, delays and other breaches of contract shall be limited to what is expressly stated in these general terms and conditions.

8. Ownership reservation

8.1. The Product shall remain the property of the Supplier until it has been fully paid.

9. Intellectual Property Rights

9.1. Unless the Parties have agreed otherwise in writing, the intellectual property rights remain entirely with the Supplier or the Supplier’s licensor, including but not limited to trademarks, protection of design, copyright and patents. The Purchaser shall not acquire any intellectual property right or other rights to the Products by means of the Agreement.
9.2. The Purchaser shall immediately and in writing notify the Supplier if a third party addresses any claim towards the Purchaser due to a Product infringing or is claimed to infringe upon a third party’s intellectual property right. The Purchaser is obliged to attend to such claims according to the Supplier’s instructions and the Supplier is not liable for any infringement should the Purchaser violate this obligation.
9.3. Should such infringement conclusively exist or if, according to the Supplier’s own assessment, it is probable that such infringement exists, the Supplier shall at its own expense and at its own discretion either (i) ensure the Supplier’s right to continue to use and sell the Product, (ii) substitute the Product with another equivalent product whose use shall not imply any infringement, or (iii) change the Product correspondingly to ensure that no infringement exists.
9.4. The Supplier is not liable for any infringement or alleged infringement upon a third party’s intellectual property right by the Product if the Supplier has modified, created or produced the Product according to the Purchaser´s wishes, instruction, specification or design. The Purchaser shall indemnify the Supplier against any claim, lawsuit or other legal proceeding which may arise following an actual or alleged infringement of such Product and for each loss, cost, damage and expense (also including any costs for legal counselling and costs for administrative work) which the Supplier incurs accordingly.

10. Confidentiality

10.1. Each Party agrees to keep and procure to be kept secret and strictly confidential all information in any form or medium whether disclosed orally or in writing before or after the execution of the Agreement designated as confidential in writing by either Party together with all other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, consultants, subcontractors, customers and suppliers of either Party, or information which otherwise may reasonably be regarded as confidential information to the disclosing Party. Confidential information shall not be used by either Party for any purpose other than fulfilling its obligations and complying with the terms and conditions of the Agreement. The Purchaser may not, without the Supplier’s written approval, provide third parties with documents or otherwise disclose information of confidential character about the Agreement, the Products, or the Supplier.
10.2. The disclosing Party shall ensure that receivers of confidential information according to clause 10.1 are bound by confidentiality no less strict than set forth in clause 10.1.
10.3. The provisions of clause 10.1-10.2 shall not apply to any confidential information which the receiving Party can demonstrate:
(i) is in the possession of the receiving Party without restriction in relation to disclosure before the date of receipt from the disclosing Party; or
(ii) is or becomes public knowledge other than by breach of these general terms and conditions; or
(iii) disclosure of confidential information is required by mandatory law, rule, regulation, applicable stock exchange rules or a court order.
10.4 The confidentiality undertaking shall remain in full force and effect after the termination of the Agreement.

11. Force majeure

11.1. A circumstance which prevents or substantially obstructs the performance of any of the Parties’ undertakings under the Agreement, and which the Party could not dispose of, including but not limited to stroke of lightning, fire, earthquake, flooding, war, terrorism, pandemics, mobilization or major military conscription, uprising or riot, requisition, seizure, currency restriction, public regulation, fuel restrictions, general scarcity of transportation or energy, or strike, blockade, lock-out or other labour disturbances, regardless of whether the Party is a party to such disturbance, and defects or delays in deliveries from sub-suppliers caused by the above mentioned circumstances (a “Force Majeure Event”), shall constitute grounds for relief which entitles the relevant Party to appropriate time extensions and relief of liability from conditional fines and other sanctions. The Party who is affected by a Force Majeure Event shall immediately inform the other Party in writing of such an event and use reasonable commercial efforts to remove or overcome the hindrance for performance.
11.2. Should a Force Majeure Event continue for more than six (6) months, each Party shall have the right to terminate the Agreement with immediate effect and shall not be liable to compensate the other Party for such termination.

12. Subcontractors

12.1. The Supplier shall have the right to engage a subcontractor to fulfil its obligations under the Agreement. Should a subcontractor be engaged, the Supplier shall ensure that the provisions of the Agreement, including these general terms and conditions, are fully complied with by the subcontractor. The Supplier shall remain primarily responsible and liable for the performance and non-performance of every subcontractor according to the provisions of the Agreement.

13. Termination

13.1. Each Party shall be entitled to terminate the Agreement with immediate effect by notice given in writing:
(i) in the event that the other Party commits a material breach of the Agreement and neglect to remedy such breach of contract within thirty (30) days after receipt of notice to that effect or
(ii) if the other Party should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or corporate reorganization proceedings or should enter into receivership.
13.2. In addition to the provisions stated above, the Supplier shall be entitled to terminate the Agreement with immediate effect if (i) the Purchaser has not fulfilled its payments obligations, or (ii) the ownership or control of the Purchaser is essentially changed.
13.3. The notice of termination shall be given in writing once the breach of contract becomes known or should have become known to the aggrieved Party.

14. Governing law and dispute resolution

14.1. This Agreement and any non-contractual obligations arising out of or in connection therewith shall be governed and constructed in accordance with the substantive laws of Sweden.
14.2. Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration proceedings administered by the Stockholm Chamber of Commerce (SCC). The Arbitration Rules shall apply, unless the SCC in its discretion determines, considering the complexity of the dispute, the amount in dispute and other circumstances, that the Rules for Expedited Arbitrations shall apply. In the former case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The venue for the proceedings shall be in Gothenburg, Sweden. The proceedings shall be held in the Swedish language.
14.3. The following information shall be regarded as confidential and may not be disclosed: (i) information about past or current arbitration proceedings, which is sufficiently detailed to identify the Parties, (ii) written statements in arbitration proceedings, as well as what is orally alleged before the arbitration board and (iii) the arbitration board’s decision, to the extent that there is a risk that a Party may be identified. Without prejudice to the above, a Party which seeks execution is entitled to disclose confidential information to the enforcing authority, to the extent required.
14.4. Subject to section 14.2 the Supplier is always entitled to initiate proceedings regarding payment of unpaid invoices at the jurisdiction of Swedish courts, with the Halmstad District Court as the court of first instance.