CONDITIONS OF DELIVERY – SCAN COIN AB (“SCAN COIN”)
Malmö 2005-05-15
1 GENERAL
These terms shall apply on every agreement of sale and delivery of products from SCAN COIN to the Purchaser, unless otherwise specifically agreed upon in writing between SCAN COIN and the Purchaser.
2 ORDER AND CONFIRMATION OF ORDER
SCAN COIN will confirm an order for products from the Purchaser in writing or by telefax, telex or e-mail. Objections against SCAN COIN's confirmation of order must be made without delay.
3 TRADE TERMS
All trade terms used in orders and/or confirmations of orders will be construed in accordance with Incoterms 2000. If no trade term is specifically agreed, the delivery shall be Ex Works.
4 PRODUCT INFORMATION
Information given by SCAN COIN in brochures and otherwise is binding on SCAN COIN only when specific reference to such information is made in the confirmation of an order.
5 DRAWINGS AND TECHNICAL DOCUMENTATION
Any drawings and technical documents submitted by SCAN COIN to the Purchaser prior or subsequent to the parties’ agreement remain the exclusive property of SCAN COIN. They may not, without SCAN COIN's prior written approval, be utilized by the Purchaser or copied, reproduced, transmitted or otherwise communicated to a third party.
6 PACKING
The sales price includes packing, sufficient to protect the products under normal conditions.
7 DELAYS
If SCAN COIN finds that it is unable to keep to the agreed delivery period, or if a delay appears likely, SCAN COIN shall so inform the Purchaser in writing or by telefax, telex or e-mail, indicating the date when SCAN COIN expects to be able to make delivery.
If the Purchaser has received such information of delay at least seven (7) days before the agreed time of delivery, no penalty shall be paid.
8 PENALTY
If no information has been given according to Clause 7 within said time period of 7 days, penalty for late delivery (part delivery) shall be paid by SCAN COIN at a rate of one (1) % per thirty (30) days delay.
The penalty shall be calculated on the basis of the price of the products delayed. The total sum of penalties for late deliveries shall not exceed two (2) % of the price of the products delayed. Apart from the above, the Purchaser is not entitled to any compensation for damage in case of late delivery.
9 PART DELIVERY
Any part of the ordered quantity which, in the opinion of SCAN COIN, comprises a complete unit, may be shipped as soon as completed at the plant, and payment for any goods so shipped, shall become due in accordance with the Terms of Payment in Clause 12.
10 WARRANTY
SCAN COIN warrants to the Purchaser that the products sold by SCAN COIN shall be free from defects in materials and workmanship. SCAN COIN's liability in respect of any product shall be limited to the replacement of the product or, at SCAN COIN's option, repairing or modifying at SCAN COIN's plant any portion thereof sold by SCAN COIN which is shown to be defective in materials or workmanship.
The Purchaser shall upon request from SCAN COIN return defective parts to SCAN COIN for approval whether the defect is included under SCAN COIN's warranty. The Purchaser is obliged to carry out dismantling or re-installation of defective products at its own risk and cost. Transport of defective products to SCAN COIN shall be at the Purchaser's account and risk. Transport of repaired or replaced products to the Purchaser shall be at
SCAN COIN's account and risk.
The Purchaser is not entitled to any price reduction for any defective part and the warranty shall not be extended to any other damages incurred directly or indirectly in connection with the sale or use of the products such as damages for personal injury, damaged property, loss of profit or any other consequential losses resulting from the handling of the products.
SCAN COIN's liability does not extend to normal easy to obtain electronic components, or to components that are subject to normal wear and tear. The warranty is subject to the products not having been used beyond their normal capacity and in all respects having been operated and maintained in a normal and proper manner. SCAN COIN's warranty shall not apply to or include any of the products or parts there of which have been subject to accident, alteration, abuse or misuse.
No warranty other than set forth above is given nor shall be implied.
A claim under the warranty against defects in materials and workmanship shall be allowed only when it is submitted to SCAN COIN in writing within thirty (30) days after discovery of the defect, and in any event within twelve (12) months after the delivery from SCAN COIN to the Purchaser.
Any claim against SCAN COIN for shortage or for any other discrepancy in the shipment must be made in writing, within 30 days after receipt of shipment.
11 LIABILITY FOR DAMAGE TO PROPERTY CAUSED BY THE PROD-UCTS
The Purchaser shall indemnify and hold SCAN COIN harmless to the extent that SCAN COIN incurs liability towards any third party in respect of loss, damage or personal injury for which SCAN COIN is not liable towards the Purchaser according to the second and third paragraphs of this Clause.
SCAN COIN shall have no liability for damage or personal injury caused by the products:
a) to any (movable or immovable) property or to any persons, or consequential loss due to such damage or injury, occurring while the products are in the Purchaser’s possession, or
b) to products manufactured by the Purchaser or to products of which the Purchaser’s products form a part.
The above limitations of SCAN COIN’s liability shall not apply if it has been guilty of gross negligence.
If a third party lodges a claim for compensation against SCAN COIN or the Purchaser for loss, damage or injury referred to in this Clause, the other party shall forthwith be notified thereof in writing. Should the parties agree that the claimed party shall be indemnified and held harmless by the other party according to this Clause, the latter owns the right to defend the lodged claim.
SCAN COIN and the Purchaser shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal which examines claims against either of them based on damage or loss alleged to have been caused by the products. The liability as between SCAN COIN and the Purchaser shall always be settled by arbitration in accordance with Clause 17.
12 TERMS OF PAYMENT
Unless otherwise agreed, payment shall be made by prepayment or against irrevocable Letter of Credit at sight payable with and confirmed by a bank recommended by SCAN COIN, to be opened simultaneously with order and to expire minimum twenty-one (21) days after final delivery date. All bank charges are to be borne by the Purchaser. The specifics of the terms of payment are given in SCAN COIN´s Terms of Payment document as in effect at that point in time.
On late payments interest amounting to a rate which by nine (9) % per annum exceeds the official reference rate of the Central Bank of Sweden shall be paid.
13 PRICES
Should, after entering into the agreement, changes in the exchange rates occur, affecting SCAN COIN's costs for purchase, manufacture, transportation or the like, SCAN COIN shall have the right to change the price accordingly.
14 RESERVATION OF TITLE
The products shall remain the property of SCAN COIN until paid for in full to the extent that the applicable law permits such retention of property.
15 FORCE MAJEURE
SCAN COIN shall not be responsible for delays or failures to perform by reason of circumstances outside its reasonable control, including, without limitation industrial disputes, riots, mobs, fires, floods, wars, embargo, shortages of labour, power, fuel, means of transportation or common lack of other necessities whether relating to SCAN COIN or any of its subcontractors; or by reason of regulations or orders of any government agency. Should deliveries be delayed by more than two (2) months due to any of these circumstances, then SCAN COIN is free to cancel the respective portion of an order for deliveries so delayed and unexecuted without incurring any liability towards the Purchaser.
16 APPLICABLE LAW
The agreement on sale and delivery of the products shall be governed by Swedish law.
17 ARBITRATION
Any dispute, controversy or claim arising out of or in connection with the agreement on sale and delivery of the products, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce. The Arbitral Tribunal shall be composed of three (3) Arbitrators. Irrespectively hereof, should the amount in dispute not exceed EURO 50 000 the Arbitral Tribunal shall be composed of one (1) Arbitrator.
The amount in dispute includes the Claimant’s claims in the Request for Arbitration and any counterclaims in the Respondent’s reply to the Request for Arbitration.
The place of arbitration shall be Malmö, Sweden. The language to be used in the arbitral proceedings shall be English.