1. SCOPE OF THE TERMS AND CONDITIONS
These Terms and Conditions apply to the sale of the product titled “NORDIC CHEM ANTIMICROBIAL” (“Product”), unless HYDROSILEX EUROPE AB (“Company”) explicitly agrees in writing to the exclusion hereof. These Terms and Conditions apply only to the business cooperation between the Company and the clients of the Company which are legal entities (“Client”) in relation to the sale of the Product. Subject of these Terms and Conditions is the business policy of the Company in relation to the Product including the following: information about the Company and the Product, regulation of intellectual property rights, pricing and terms, shipping and delivery, storage and damages to the Product, returns, limitation of liability, modifications of these Terms and Conditions and other miscellaneous provisions.
These Terms and Conditions shall constitute all of the terms and conditions of any offer, confirmation of the offer and agreement concluded between the Company and the Client relating to the sale by the Company and purchase by the Client of the Product. Any terms and conditions set forth on any document or documents issued by the Client either before or after issuance of any document by the Company setting forth or referring to these Terms and Conditions are hereby explicitly rejected and disregarded by the Company, and any such document shall be wholly inapplicable to any sale made by the Company and shall not be binding in any way on the Company. No offer, confirmation or agreement constitutes an acceptance by the Company of any other terms and conditions, and the Company does not intend to enter into an agreement other than under these Terms and Conditions.
These Terms and Conditions shall survive any termination (by mutual agreement or otherwise) of a separate agreement between the Company and the Client.
2. ABOUT THE COMPANY
HYDROSILEX EUROPE AB, is a limited-liability company organized and existing under the laws of Sweden, with its registered seat at Stinas vag 4, 43953 Asa, Sweden, Org. Number: 559194-8749. The main activity of the Company is producing chemical coatings and manufacturing and supply of chemicals.
The Company has produced the Product and has intention to sell and to put the Product on the markets in the countries of the European Union and abroad.
3. ABOUT THE PRODUCT
These Terms and Conditions are related only to the Product. The Product is a long-term antimicrobial surface protection product.
The Product is to be used in accordance with the instructions for use which accompany the Product. Instructions for use contain a list of ingredients of the Product, the manner of using the Product, warnings and precautions and other relevant information about the Product.
The Product uses a quaternary ammonium salt technology. It has to be diluted with a 1:4 ratio with distilled water, i.e. a 5L drum allows preparation of a 25L of ready to use Product. The Product has to be applied by using one of the application devices offered by the Company. If not, recommendation of the Company is to use an electrostatic sprayer with a droplet size between 40 and 90 microns. The Product has to be applied on a clean surface and removed from any grease or dirt residue. After spraying, the Company
recommends to let the surface dry for 2 hours before making it available to the public or expose it to any contamination.
In relation to safety information and warnings related to the Product hazards, the Client is obliged to read the Product label, the Product Material Safety Data Sheet and the Application Guide and Technical Data Sheet which accompany the Product and which are available at any time on the request of the Client.
The Product may present flammable, toxic or other hazards. The absence of warning must not be construed as an indication that the Product is safe. In relation to that, mandatory obligation of the Client is to successfully complete online training available on demand at www.nordicchem.com before the Product is used by the Client. All possible hazards may not be known at this time. The Client assumes all risks of use and/or handling.
4. INTELECTUAL PROPERTY RIGHTS
By concluding separate agreements with its Clients, the Company does not transfer to the Client intellectual property rights related to the Product, yet only the right to sell/market the Product. All intellectual property rights related to the Product shall remain the sole and exclusive property of the Company. Company shall retain title to and possession of the Product and all designs, formulas, ingredients, brand and trade name(s) of the Product. Individual segments or parts of Product are the property of the Company and may be used by the Company in other designs or formulas and may not be used by the Client except as a part of Product designed and manufactured by the Company.
With respect to Product and documentation thereof, Client is not authorized to and agrees that it will not: (i) attempt in any way to derive the original formula of the Product, idea, technology or anything related to it that could lead to the appearance of the same Product on the market, except to the extent expressly permitted by law; or (ii) modify or create derivative Product; or (iii) remove or alter any proprietary markings or notices. Should the Client create any modifications or derivative works of the Product and documentation, the Client irrevocably assigns and agrees to assign all right, title and interest in any such modifications or derivative works to the Company.
5. PRICING AND TERMS
Prices in any offer, confirmation or agreement are in Euros or Pounds and do not include any taxes, duties or similar levies, now or hereafter enacted, applicable to the Product. Company will add taxes, duties and similar levies to the sales price where the Company is required by the governing law to pay or collect them and they will be paid by the Client together with the price. Client shall provide to the Company, on request, a properly completed exemption certificates for any tax from which Client claims exemption. If Company incurs exchange rate losses due to Client’s failure to pay when payments are due, Company shall be entitled to equivalent compensation from Client for such losses.
Prices and conditions are determined by the price list provided to the Client. The price list is a subject to change without notice. The price applicable to any order accepted by the Company shall be the price in effect on the date of order.
Unless agreed otherwise between the Company and Client in writing, the Company shall deliver the Product once the price is fully paid by the Client on the basis of an invoice issued by the Company. All payments shall be made to the Company’s bank account indicated on the invoice. In case of payment by a credit card, the Client shall receive from the Company an e-mail with a link to a payment gateway.
If the Company and Client agree in writing that the Client will pay the price within certain period after delivery of the Product, the interest will accrue on all late payments, at the rate of eight percent (8%) per annum or the maximum rate permitted by applicable law, whichever is lower, from the due date until the payment in full. Client agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by the Company in collection of any sum payable by the Client to the Company. No discount is allowed for early payment unless agreed to in writing by the Company.
If the Company and the Client agree in writing that deliveries of the Product are made in installments, each installment may be separately invoiced and shall be paid for when due.
If at any time the financial responsibility of the Client, or the credit risk involved, shall become unsatisfactory to the Company, the Company may require cash or satisfactory security prior to subsequent shipments or deliveries hereunder.
6. SHIPPING AND DELIVERY
All orders of the Product are shipped by the Company’s recommended carriers unless an alternative agreement has been arranged with the Client in writing. Company is entitled to sub-contract third parties for shipping of the Product. The shipping costs shall be borne by the Client, unless otherwise agreed in an agreement between the Company and the Client in writing. The shipping costs depend on the place of delivery and the type of shipping (plane shipping, express shipping etc.). The Company is entitled to charge extra fee if special requests related to the shipping are made by the Client.
The place of delivery, the manner and the route of transportation shall be defined in each individual agreement between the Company and the Client. Applicable freight, handling charges and other related shipping costs charges will be added to the Client’s invoice.
The packing of the Product is always carried out by the Company or one of its partners.
Delivery dates communicated or acknowledged by the Company are approximate, and the Company shall not be liable for, nor shall the Company be in breach of its obligations to the Client, because of any delivery made within a reasonable time before or after the indicated delivery date. Company agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it on the condition that Client provides all necessary order and delivery information sufficiently prior to the agreed delivery date.
Upon delivery of the Product to the Client, the Client will sign relevant document confirming the delivery. If the Client fails to take delivery, then the Company may deliver the Product in consignment at Client’s costs and expenses.
If the Client breaches any term of these Terms and Conditions or any other contractual obligation in favor of the Company, the Company may choose to defer any or all further shipments of the Product or other performance of any other contractual obligation in favor of the Client until the Client cures its breach. In relation to this, the Company is entitled to terminate any other contractual obligation to the Client by delivery of a written notice to the Client in which the contractual breach shall be described. The Client shall be given 10 days after receipt of the written notice to cure the breach. The failure by the Client to cure the breach within the relevant deadline shall render the agreement or any contractual obligation of the Company automatically terminated. In the event of termination, all outstanding payment obligations or
other indebtedness of the Client to the Company shall be due and payable no later than 15 days after the termination date.
All risks related to the potential damage of the Product are borne by the Company until the delivery of the Product to the Client. Upon delivery of the Product to the Client, all risks related to the Product are transferred to the Client.
7. STORAGE OF THE PRODUCT
Once the Product is delivered to the Client, the Client is responsible for storing the Product. If shipping is organized by the Client, the Client will ensure that the shipping company and/or storage company are familiar with conditions for storing the Product.
The Product should be stored in the same containers in which it is shipped by the Company to the Client. The Product should be stored out of direct sunlight, in appropriate room temperature (between 5°C and 32°C) and in an air-conditioned space or a ventilated room. The Company shall not be liable for any kind of damages to the Product, nor for changes in its application in case of inadequate storage of the Product.
8. DAMAGE OR MISSING PRODUCT
The Client shall inspect the Product supplied hereunder immediately after the delivery.
In case of damaged or missing Product, the Client is obliged to notify the Company by sending an e-mail to the following e-mail addresses: [email protected] and [email protected] within 48h after delivery of the Product. Client’s failure to give notice to the Company of any claim within this deadline shall constitute unqualified acceptance of the Product and a waiver by the Client of all claims with respect thereto.
The Company will reconsider the claims submitted from the Client and may take appropriate actions. The Company has discretion in deciding about the actions taken and the amount of possible compensation depending on circumstances of each case, within limitation of liability set hereunder.
Product may be returned by the Client only if received in an inadequate packaging (e.g. without appropriate product label) and if the Company has been notified of the defect in accordance with section 8 above. In such case, the Company will organize return of the Product and bear all related costs.
In case of returns, the Company shall deliver a new Product to the Client within appropriate time period.
10. FORCE MAJEURE
Failure of the Company to make, or Client to take, any one or more deliveries when due, if caused by (a) fire, storm, flood, strike, lockout, accident, act of war or terrorism, riot, civil commotion, embargo or similar circumstances, (b) any regulation, law, or restriction of any governmental department, commission, board, bureau, agency, court, or other instrumentality of any supranational organization of sovereign states, country, state, province, territory, commonwealth, municipality, or other political subdivision thereof (a “Governmental Authority”), any seizure or requisition of Product by any Governmental Authority, or any compliance with a demand or request for such Product for purposes of national or supranational defense, (c) inability of the Company to obtain any required raw material, energy source, equipment, labor or transportation, at prices and on terms deemed (by the Company) to be practicable,
from Company’s usual sources of supply, or (d) any other cause or contingency beyond the reasonable control of that party (whether or not of the same kind or nature as the causes or contingencies above enumerated), shall not subject the party failing to perform to any liability to the other during the period such inability to make or take delivery shall exist. Quantities so affected may, at the option of either party, be eliminated from the purchase without liability, but these Terms and Conditions shall remain otherwise unaffected. In the event of Company’s inability, for any reason, to supply the quantities of Product contemplated by the purchase, Company may allocate its available supply among its Clients, including departments and divisions of the Company, on such basis as Company may deem fair and practical without liability to the Client for any failure of performance that may result therefrom.
11. LIMITATION OF LIABILITY
The Company does not provide any warranty on the Product regarding its quality and properties.
The Company shall not be liable for any damages or injury to persons or property arising from the purchase or use of the Product. In addition, the Company is not liable for the Product after the Product expiration date or for a Product that has been misused or has become unusable due to improper storage or handling by the Client or any third party.
The Company’s total liability and Client’s exclusive remedy for any cause of action associated with the purchase of the Product, whether based in tort, agreement, statutory liability or any other legal theory is expressly limited to replacement of non-conforming Product or payment in an amount not to exceed the purchase price of the Product for which the damages are claimed, at Company’s option. In no event shall Company be liable for any other damages including, without limitation, indirect, incidental, special, punitive or consequential damages.
Products may be resold only by the Company or its affiliate companies and authorized distributors, i.e. Clients. Resale by the Clients cannot be made to any business located in the list of countries in which the Company has exclusive distributors.
Each party undertakes that it shall not at any time and for a period of seven years after termination of a separate agreement regulating sale and purchase of the Product, disclose to any person any confidential information concerning business cooperation between the parties, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs.
Where personal data is shared by either party, the receiving party shall comply with applicable data protection laws.
No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this Terms and Conditions and separate agreements.
14. GOVERNING LAW
These Terms and Conditions, and all offers, confirmations and agreements, are governed by and construed in accordance with the laws of the Sweden. All disputes arising out of or in connection with these Terms and Conditions, or any offer, confirmation or agreement, shall first be attempted by the Client and the Company to be settled through consultation and negotiation in good faith and in a spirit of mutual
understanding. All disputes that are not so settled within a period of thirty (30) days from the date the relevant party notified the other party to that effect, shall be submitted to the courts of Stockholm, Sweden, provided that Company shall always be permitted to bring any action or proceedings against the Client in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and Conditions, or any offer, confirmation or agreement.
15. COMMUNICATION BETWEEN PARTIES
Unless explicitly stipulated otherwise herein, all notices and communications to be given under these Terms and Conditions shall be in writing and shall be deemed delivered upon hand delivery or three (3) days after deposit in the mail of the home country of the party, postage prepaid, by certified, registered, first class or equivalent mail, addressed to the parties at their addresses set forth on the offer, confirmations and/or agreement.
16. MODIFICATIONS AND CHANGES
Company reserves the right to make any amendments or modifications to these Terms and Conditions at any time. Such amendments and modifications shall have effect (1) on all offers, confirmations and agreements referring to such amended or modified Terms and Conditions as from the date of such offer, confirmation or agreement, and (2) on any existing agreement thirty (30) days from notification of such amendments or modifications by the Company to the Client, unless the Client has notified the Company within such thirty (30) days period that it objects thereto.