Terms of sale, delivery and working conditions

These general terms of sale, working conditions and delivery terms (hereinafter referred to as SWD) are used as a basis for agreements entered into with Safe Control Materialteknik i Göteborg AB (hereinafter referred to as SCM), regardless of which service/assignment is to be delivered.

§ 1. Purpose and scope

1.1 Thse SWDs apply in the legal relationship between the client and SCM. Deviations from the terms and conditions must be in writing and clear in order to be valid. In other respects, SCM follows ABK09.

1.2 For agreements on certain services, a set of Special Terms may be prepared, which in case of disagreement applies before SWD.

1.3 The agreement between the client and SCM shall contain a specification of the scope of work and delivery, a schedule, terms of fees and other terms and conditions, which are relevant to the current assignment. In case of conflict between the specific agreement and these SWDs, the agreement applies in the first instance.

1.4 SCM shall be financially independent of suppliers and others that may affect SCM’s objectivity. In cases where assignments from different clients concern the same object, the different assignments must be kept commercially, financially and technically separate so that good practice and impartiality can be maintained.

1.5 SCM shall apply and follow the instructions specified in SCM’s Quality Manual, for optimal safety and quality for the client, authorities and the general public.

§ 2. Personal information

2.1 The contact persons appointed by the parties may, with binding effect for the parties, make all decisions regarding the assignment.

2.2 SCM provides competent personnel and adequate test equipment. SCMs responsible technicians must follow the guidelines set out in SCM’s Quality Manual.

§ 3. Scope of work and delivery

3.1 The work and/or deliveries must exactly correspond to what appears from SCM’s quote and/or order confirmation.

3.2 Quotes only cover the services that have been explicitly stated in the quote material as belonging to the relevant assignment. If a quote and/or order confirmation has been prepared on the basis of the client’s specifications, SCM is not responsible for errors or deficiencies that arise as a result of errors or negligence in the client’s specifications.

3.3 Quotes are binding only if they are accepted within the time specified in the quote or, if this is not stated, within a time that allows a reasonable period of reflection, but not more than 3 (three) months.

3.4 SCM can use subcontractors and sub-consultants, where this is normal or where help is of less importance. SCM is then responsible for the subcontractor’s work as well as for its own work towards the client.

3.5 Withdrawal of special services, materials or assistance from third parties will – unless this is included in SCM’s offer – only start after prior agreement with the client. Debit of SCM to the client takes place as an expense [cf. § 8]. In some cases, debiting can take place from a third party to a client.

3.6 All offers/quotes apply with reservation for intervening assignments.

§ 4. Changes

4.1 If the client and/or his customer and/or third party requests changes or additions in addition to what is explicitly included in the agreed scope of work and delivery, this will be counted as extra work [cf. § 7.2].

4.2 Changes to an agreed schedule presuppose that agreement is reached on a revised schedule.

4.3 Agreements on changes do not enter into force until they have been confirmed in writing by both parties.

§ 5. Delivery time, deadlines and responsibility for delays

5.1 The delivery time is calculated from the time when the order has been confirmed by SCM and any agreed payment amount has been received, and where the client has delivered the information, service and/or test items necessary for the start of the assignment.

5.2 If it is not explicitly specified in the agreement that a delivery time is a fixed deadline, specified delivery times are approximate.

5.3 If a fixed time limit is agreed and this is exceeded – without SCM being entitled to an extended time limit – SCM is liable to the client for loss incurred in accordance with Swedish law’s normal compensation rules for delays with the restrictions set out in these SWDs [cf. especially § 15], as well as with the restrictions that have been stated in the agreement and any Special Terms. Complaints must be made immediately.

5.4 SCM has the right to have the deadline extended corresponding to the period necessary for a new start-up according to an appropriate (revised) schedule:

– In the event of any delay with information and services from the client (including the client’s other contractual partners, such as contractors and suppliers).

– In the event of changes to the assignment in addition to the changes covered by the specific agreement.

– In the event that SCM cannot control, unless these delays prevent or make compliance with the agreement unreasonably difficult..

5.5 In the event of an extension of the time limit in excess of a total of 3 (three) months, both parties have the right to consider the assignment as stopped.

5.6 In the event of circumstances beyond SCM’s control, which prevent SCM from completing the assignment, either according to the agreed schedule or to the agreed extent, SCM is released from the obligation to perform the assignment and from all liability for delays, additional costs or other damages to the client.

5.7 The following are considered to be events and circumstances beyond the control of the parties that release from the completion of the assignment: Strike, lockout or other industrial action, fire or other unforeseen operational disruption in the facility or workshop, mobilization and acts of war, requisitions and seizures, changed political decisions and conditions, amended legislation that entails changed rules for the implementation of the assignment.

§ 6. Delivery of documentation, project and test material

6.1 If there is no special agreement on a specific form of delivery, the material is delivered as a postal item.

6.2 Delivery of documentation is considered to take place at the time the documentation material is sent. By sent is meant the time when SCM submits the material for mailing, when this is picked up by hauliers or couriers, when an SCM employee leaves directly to the client or when it is sent via electronic media in accordance with agreements (for example by e-mail).

6.3 SCM does not assume responsibility for loss of, damage to, distortion or destruction of the material after it has been sent.

6.4 Sample material shall be delivered free of charge to SCM.

6.5 Return transport of sample material is ordered by SCM at the client’s expense and risk unless otherwise agreed.

6.6 SCM arranges, at the client’s request in each individual case, to take out transport insurance.

§ 7. Fees and prices

7.1 Fees for the solution of the assignment are stated in the agreement.

7.2 Unless otherwise agreed, all work is deducted on the basis of SCM’s current target price list.

7.3 Additional work not specified in the order, as well as additional work as a result of SCM receiving incorrect or incomplete information, will be charged according to the current guide price list.

7.4 All fees and prices are net prices, i.e. excluding VAT, taxes, fees, etc, both at home and abroad. If taxes and fees must be explicitly included in the price, SCM may demand that subsequent increases in such taxes and fees be paid by the client.

7.5 At a fixed price, SCM shall receive compensation for expenditure increases caused by levies from government agencies implemented after the offer has been submitted.

7.6 If the approximate price has been stated, this may be exceeded by a maximum of 20 %.

7.7 VAT is paid in accordance with the VAT Act.

§ 8. Expenses

8.1 Expenses in connection with the solution of the assignment are not covered by the fee and will be specified on the invoice to the client (with the addition of 15 %).

8.2 Travel expenses, subsistence/consumption, courier costs, printing and duplication (regardless of media), fees for certificates and the like are always considered as expenses. Expenses in connection with the cancellation of special services, materials and/or assistance from third parties/subcontractors are also considered as expenses, insofar as these are not included in SCM’s offer [cf. § 3.5].

8.3 When working in another location, the fastest means of transport in Business Class and accommodation (according to very good European standards) are choosen.

§ 9. Payment

9.1 Payment must be made within 30 (thirty) days from the invoice date. After the due date, default interest is calculated with the addition of 10 (ten) percentage points. However, SCM has the right to deliver test results against cash on delivery or demand payment in advance.

In the event of non-payment after a reminder, the case is transferred to Visma Financial Solutions, which charges a fee for the reminder, or collection costs. Interest on arrears will be added at 10 %.

9.2 For assignments that extend over a longer period of time, SCM has the right to invoice accrued costs on an ongoing basis.

9.3 SCM has the right to retain the client’s property until the client has fulfilled his payment obligation to SCM.

9.4 SCM has the right at any time to withdraw materials, such as test protocols and laboratory reports, until the client has fulfilled his payment obligation to SCM.

§ 10. Confidential

10.1 The parties are mutually obliged to treat information received in connection with the solution of the assignment confidentially.

§ 11. Copyright

11.1 The the extent that it has been agreed or assumed in the agreement, the client is entitled to use the material, which has been prepared with a view to solving the assignment, for the agreed purpose. SCM otherwise has all rights over its ideas and the material that SCM has prepared.

11.2 SCM has the right to use the material that SCM has prepared for solving assignments for other clients.

11.3 The client has the right to use SCM’s name and logo in advertising only in connection with reports, certificates, etc., being reproduced in full or complete summary. Use in other cases presupposes consent from SCM.

11.4 SCM must keep the client’s documents for at least 7 (seven) years from the completion of the assignment. It is the client’s request to provide the client with copies of archive documents. SCM is hereby entitled to compensation for production and production costs. This applies provided that the client has not committed a breach of contract [cf. § 11.5].

11.5 SCM has the ownership of the material that SCM has prepared for the client until the client has fulfilled his payment obligation to SCM. If the client does not fulfill his payment obligation, which is considered a breach of contract, SCM has the right to recall material sent to the client. This applies to both test results and laboratory reports [see also § 17.6]. If material is not returned to SCM, it is no longer valid.

§ 12. Postponement of the assignment

12.1 The client can postpone the assignment solution at any time. In that case, SCM shall be remunerated for the work carried out up to the time of the postponement, with a supplement to cover the expenses SCM has incurred in connection with the termination of the assignment, for expenses for capacity that have been made redundant (labor, premises, equipment, movables, etc.), expenses to third parties as well as waiting time and idle costs, which can not be averted. The burden of proving that the costs could have been averted and/or that the invoiced expenses are too high rests with the client.

12.2 These provisions do not give the client the right to postpone parts of the assignment or to change the pace at which the work progresses, without entering into a new agreement with SCM.

12.3 SCM may require any additional work associated with the restart of the assignment to be remunerated as extra work [cf. § 7.2].

12.4 If the postponement has lasted more than 3 (three) months, SCM is only obliged to continue the work if an agreement can be reached on a new schedule and a fee agreement, which reflects the price development as a result of the time delay.

12.5 If the solution of an assignment is postponed for more than 6 (six) months, SCM has the right to consider the assignment stopped.

§ 13. Stopping assignments

13.1 The client can always stop the solution of the assignment. the provisions of § 12.1 and § 12.2 apply correspondingly.

13.2 if the assignment is stopped before the preparation of documentation starts, the client has the right to use analyzes and calculations and other material for the continuation of the case, in which the conditions for the assignment’s solution are included.

13.3 If the assignment is stopped after the preparation of documentation has started, the client, with the restrictions set out in § 13.4 below, has the right to use the material that SCM has prepared for the completion of the assignment.

13.4 If the client wishes to use the material as stated, SCM’s name may not be used in connection with the client’s use of the material, unless otherwise agreed. SCM is not responsible for the continued use of the material, regardless of any errors or deficiencies in the material prepared before the assignment is stopped.

§ 14. Responsibility

14.1 SCM is liable, with the limitations stated below, for damage caused by SCM to the customer through error, defect or negligence in the performance of the assignment.

14.2 SCM is not liable for operating loss, loss of profit or other indirect loss/damage.

14.3 Liability for damages does not exist for minor damages. Minor damages refers to damage whose value is less than half the basic amount according to the General Insurance Act at the time when the agreement was entered into.

14.4 SCM’s liability for property damage and personal injury is limited to the scope of SCM’s liability insurance. Insurance terms are notified to the customer upon request.

14.5 If SCM has assumed a liability towards the client together with others, SCM is liable only for such a large part that corresponds to the part of the total debt that has been shown by SCM.

14.6 The client is responsible for ensuring that he or she has the necessary expertise when assessing and using the reported result. Should there be uncertainty as to how the reported assignment result is to be assessed, the client is responsible for obtaining clarification from SCM.

14.7 If the client does not participate to the extent that can be assumed in the execution of the assignment, SCM is not responsible for the resulting incompleteness in the result or shift of delivery time.

14.8 Investigations, analyzes or recommendations issued by SCM in reports, special proposals or letters to the client are based on SCM’s best beliefs and the information that is available to SCM at the time they are stated. If a report states that a statement is based on an estimated assessment or valuation, SCM cannot be held liable for errors and damages in connection with such statements.

14.9 If SCM has received samples and materials to be returned, SCM’s liability is limited to the value of the sample received or the material received.

14.10 Liability against SCM’s employees can not be asserted to a greater extent that can be asserted against SCM.

§ 15 Remedy

15.1 SCM has the right to rectify established errors and deficiencies. The agreement and/or Special Terms that apply to the service may contain more detailed provisions in this regard.

§ 16 Complaint

16.1 The client loses the right to claim liability against SCM if the client does not make a written complaint to SCM within 14 (fourteen) days after the client has or should have become aware of the presence of SCM’s possible liability.

16.2 If SCM and the client after SCM’s investigation of the complaint can establish that there are no liability errors or deficiencies in the work performed by SCM, SCM has the right to deduct the assistance in the processing the complaint according to the time used [cf. § 7.2].

§ 17 Breach of contract

17.1 If SCM is guilty of a serious breach of contract towards the client, without the matter having been remedied within a reasonable time after receipt of a written request to this effect, the client has the right to terminate the contract without further notice.

17.2 If the agreement is terminated in accordance with § 17.1, SCM is only entitled to fees for such a large part of the assignment performed before the termination that the client can use in connection with the total solution of the assignment.

17.3 The client is entitled to compensation for his loss in accordance with the rules set out in these SWDs [cf. especially § 14]. As regards the client’s right to use the prepared material, the provisions of § 13 apply.

17.4 If the client is guilty of a serious breach of contract or is otherwise guilty of such conduct that it can not reasonably be required that SCM continues its work, SCM has the right to terminate the agreement and demand compensation for loss incurred in accordance with Swedish law’s normal compensation rules.

17.5 The provisions of § 13 on the client’s right to use the prepared material when stopping the assignment have a corresponding use in the event of termination due to breach of contract.

17.6 In the event that the client has not fulfilled his payment obligation within 3 (three) months from the due date, SCM is free to, without the client’s consent, sell further obtained results to another client. With this, SCM’s requirement for secrecy according to § 10 ceases.

§ 18 Integrity Policy (GDPR)

18.1 SCM works actively to protect the personal data of its customers and other contacts. The GDRP, which entered into force on 25 May 2018, strengthens the company’s guidelines regarding privacy.

18.2 SCM has developed an Integrity Policy which is regularly reviewed and revised.

18.3 SCM’s Integrity Policy »

§ 19 Disputes

19.1 Disputes concerning the application of this Agreement or the legal relationship arising therefrom shall be settled by a general court.