General terms and conditions of sales

2015-08-01

1 PARTIES AND SCOPE OF APPLICATION
1.1 These General Terms and Conditions apply to all contracts and other legal matters between Consortio Fashion Group AB, reg. no. 556540-2152 (”the Supplier”) and its corporate customers (”the Buyer”).
1.2 These General Terms and Conditions, including all other conditions and documents referred to in these general conditions, including written order confirmation, constitute the collective contracting terms which apply to the delivery (”the Agreement”).
1.3 General terms or other possible conditions which the Buyer applies are considered invalid unless these have been accepted in writing by the Supplier.

2 PURCHASE
2.1 Agreement on purchase is met only when the Supplier has confirmed the order through a written order confirmation.
2.2 The Supplier’s duty to deliver under the Agreement only applies provided that the Supplier submits written order confirmation of the Buyer’s order.
2.3 The Supplier reserves the right to correct errors, such as price information, quantity, delivery time etc., in the order confirmation later on. The corrected order confirmation shall then be sent to the Buyer.

3 PRODUCT INFORMATION
3.1 Data found in product information and price lists are approximate and binding for the Supplier only to the extent the Agreement expressly refers to them as binding.

4 DELIVERY
4.1 Terms of delivery are interpreted in accordance with applicable INCOTERMS at the time of conclusion of the Agreement. If terms of delivery are not specifically agreed upon between the parties, the delivery shall be Ex Works (the Supplier), meaning that the Buyer bears the risk during the entire delivery.
4.2 If the parties have agreed upon a time period within which delivery shall take place instead of a certain time of delivery, this time period starts at the conclusion of the Agreement.
4.3 The Supplier reserves the right to partial deliveries when the Supplier finds this reasonable.

5 PRICE, PAYMENT AND OWNERSHIP
5.1 If a certain price has been agreed upon at the conclusion of the Agreement, and imposed fees such as export or import fees, customs duties, taxes on exports, imports and supplies or other similar charges are introduced, or adjustment thereof occurs, the price shall be adapted to these changes, unless such changes have been considered in the Agreement.
5.2 Unless agreed otherwise, invoices shall be paid to the Supplier no later than 30 days after date of invoice.
5.3 The Supplier is entitled to interest on overdue payments from date of maturity according to applicable interest rate prescribed by law in the Supplier’s country. If the Buyer neglects to receive the delivery on the agreed day, payment shall nonetheless be made as if delivery has taken place according to the Agreement.
5.4 Has the Buyer not received delivery within two weeks of the delivery date, the Supplier has the right to cancel the Agreement by written notice to the Buyer. At cancellation, the Supplier is entitled to reimbursement of expenses and other damage the Supplier has suffered due to the delay.
5.5 Resale prices stated by the Supplier are only recommendations and are not binding for the Buyer. Purchase prices are confidential between the Seller and the Buyer.
5.6 The Supplier retains the title to all goods delivered under the Agreement until such time the Buyer has fulfilled all his obligations according to the Agreement, including, but not limited to, payment of the purchase price and other potential costs, interest, taxes and compensation for damages which may occur in accordance with the Agreement.
5.7 As long as the title to the goods has not been transferred to the Buyer, the Buyer may not pledge, lodge in security or mortgage the goods in any other way, or transfer the goods to third party, wholly or partially, unless this is done within the scope of the Buyer’s standard business operations.
5.8 If the Buyer does not fulfil his financial obligations or other obligations according to the Agreement, or if the Supplier has good reason to suspect he will not, the Supplier has the right to seize goods to which the title has been retained.
5.9 As long as the Buyer does not own the goods, the Buyer shall immediately notify the Supplier if the goods are (or if it can be assumed that the goods will be) mortgaged in some way. Furthermore, the Buyer shall inform the Supplier where the goods are and, if so requested, give the Supplier access to the goods as soon as the Supplier so requests.

6 DEVIATIONS
6.1 The Buyer shall investigate the goods no later than at the time of delivery. If there are defects, shortages or delay, the Buyer must send a written complaint to the Supplier when such deviation is discovered or reasonably should have been discovered. Under any circumstances, the Buyer forfeits his right to claim deviation if the Buyer has not made a complaint within three (3) months of the time of delivery.
6.2 When there is a deviation, the Supplier has the right to take corrective action including the opportunity to make completion or redelivery. The Supplier may also choose to give discount together with, or as alternative to, other corrective action. The Buyer shall, together with the Supplier, assist in diminishing the possible damage to the parties due to the deviation.
6.3 The Buyer can only withdraw from the purchase if waiting for the Supplier’s agreed right to corrective action and other measures will cause the Buyer a substantial inconvenience.
6.4 If the Supplier chooses not to take corrective action within reasonable time or in other way compensates the Buyer for the deviation, the Buyer is entitled to remuneration for his loss. The remuneration is limited to the Buyer’s direct damages and does not include compensation to the Buyer for material damage, production loss, loss of profit or other indirect damages.

7 RETURNS
7.1 The Supplier shall reimburse the Buyer for the purchase price paid, and reimburse the Buyer for the transportation costs for the goods which have been rightfully returned.
7.2 Returns require the Supplier’s written permission in advance. The Supplier shall inform the Buyer in writing if the Supplier will arrange for the goods to be picked up or if the Buyer shall return them.
7.3 If the goods are returned by the Buyer, the Buyer retains the risk of injury or loss until such time the Supplier has received the returned goods.
7.4 The fact that the Supplier has received returned goods shall not be interpreted as the Supplier having approved or accepted such shipment/return.
7.5 The Supplier shall store the goods returned without cause at the Buyer’s risk and expense.

8 INSOLVENCY
8.1 If there is reason to assume that the Buyer will not fulfil his financial liability, the Supplier has the right to demand that acceptable security is provided. If this is not done without delay, the Supplier has the right to withhold agreed deliveries or terminate the Agreement in its entirety.

9 FORCE MAJEURE
9.1 If the proper fulfilment of the Agreement is hindered or severely complicated by any circumstance – such as war, official intervention, civil unrest, restricted energy supply, labour disruptions, prohibitions, restrictions, loss of permits, accidents, unfavourable transportation or weather conditions, significant increase in commodity prices or failed deliveries from subcontractors – which a party could not reasonably have foreseen at the time of conclusion of the Agreement, or the delivery of the order confirmation, and the consequences thereof could not reasonably have been avoided or overcome, he shall be relieved from liability and his obligation to deliver or receive the delivery according to the Agreement. The Buyer’s obligation to make payments for a received delivery is not covered by the possibility of relief from liability.
9.2 If a party wishes to invoke a circumstance for relief from liability, he shall, without delay, give written notice of this to the other party as well as of its cessation. If a circumstance for relief hinders the Buyer, he shall reimburse the Supplier for any additional costs the Supplier suffers in order to secure and protect the goods in the delivery.
9.3 If the fulfilment of the Agreement is delayed by more than six months due to a circumstance for relief, each party, without restriction of what otherwise applies according to these regulations, has the right to terminate the Agreement regarding a delivery by giving written notice to the other party. In case the circumstance for relief also effects the fulfilment of the Agreement, the party has the right to terminate the Agreement in its entirety after indicated time and on indicated grounds for relief.

10 CONFIDENTIALITY
10.1 The Buyer undertakes – even after the termination of the Agreement – not to directly or indirectly reveal to a third party any information about the terms of the delivery or other circumstances concerning the Supplier which are not generally known and which the Buyer has received knowledge of as a result of or pursuant to the Agreement.

11 GOVERNING LAW AND DISPUTE RESOLUTION
11.1 The Agreement shall be governed by and construed in accordance with Swedish law.
11.2 Disputes arising out of or in connection with the Agreement shall be settled by Swedish general court with the City Court of Borås (Sw. Borås tingsrätt) as the court of first instance.