General Terms of Purchase Pretec AB

1. THE PARTIES AND THE CONTRACT

The Parties to the Contract are Pretec AB (the Buyer) and the Supplier. The Buyer’s Contract Document and its annexes, these General Purchase Terms and Conditions, the Supplier’s written order confirmation and any written supplementary agreements comprise the total contract terms that apply to the supply of deliverables (the “Contract”). Any standard terms and conditions in the Supplier’s tender, order confirmation, etc, do not form part of the Contract. Clauses and supplements that deviate from the Buyer’s standard Contract Document and/or these General purchase terms and conditions are only included in the Contract if they have been expressly accepted by the Buyer in writing.

2. CONTACT PERSONS

Contact between the Parties regarding the deliverable shall be channelled through the contact persons stated in the Buyer’s Contract Document and the order confirmation.

3. DELIVERY

Unless otherwise stated in the Contract, delivery shall take place "Delivery Duty Paid" (DDP, Incoterms – latest version) at the delivery site stated by the Buyer. When delivered DDP, the delivery shall be discharged by the Supplier at the delivery place indicated at the Supplier’s expense and risk. After having been taken over by the Buyer, the delivery must be examined by the Buyer pursuant to accepted practice. The risk of the deliverable being lost, damaged or diminished as a result of an event not dependent on the Buyer rests with the Supplier until delivery has taken place.

4. THE DUTY OF LOYALTY AND TO PROVIDE INFORMATION

Each Party shall behave loyally and considerately to the other Party during the preparations for and performance of the deliverable and shall ensure that all information of significance to the deliverable of which the Party becomes aware is passed on to the other Party as soon as possible.

5. QUALITY ASSURANCE, ETC

The deliverable shall satisfy and the Supplier shall at all times comply with (a) requirements and recommendations in Acts, regulations and recognised industry standards, and (b) the Buyer’s internal regulations and routines, including health, environmental and safety regulations. The Supplier shall have a quality assurance system in place that is adapted to the deliverable and which meets the requirements of ISO 9001 or other equivalent systems. The Buyer shall be entitled at any time to conduct – and the Supplier shall assist in conducting – quality, safety and environmental audits as well as inspections of the deliverable at the Supplier’s and sub-suppliers’ premises.
The Supplier shall ensure that the deliverable is manufactured, freighted and delivered in accordance with generally accepted ethical practices so that, for example, child labour is not used. In the case of serious or repeated breaches of the provisions in this clause, the Buyer is entitled to cancel the purchase.

6. INSURANCE

The Supplier shall ensure that the deliverable is satisfactorily insured until delivery has taken place, and is obliged to have satisfactory comprehensive business and product liability insurances that cover any non-contractual liability in damages that it may incur to the Buyer or a third party.

7. RIGHTS TO THE DELIVERABLE

The Supplier warrants that the Buyer obtains the exclusive right of ownership in – and full legal and actual right of disposal over – the deliverable upon delivery, unless otherwise agreed upon in writing by the Parties.  All inquiries and claims submitted by a third party stating that the third party has rights relating to the deliverable may be referred by the Buyer to the Supplier as the proper party concerned. The Supplier shall pay for any costs and losses incurred by it and/or the Buyer as a result of any dispute with a third party relating to rights to the deliverable.

8. THE PURCHASE PRICE AND PAYMENT

The purchase price for the deliverable shall be fixed and exclusive of value added tax, but inclusive of all other taxes, fees and suchlike that are incurred. The purchase price shall include all the packaging used, and all rights, documents, etc, which, according to the Contract, are to be transferred to the Buyer. Unless otherwise agreed upon in writing by the Parties, payment shall take place forty-five (45) days after a correct, specified invoice has been received by the Buyer. The Supplier cannot claim any additional amount (fee, etc) for establishing, administering and/or following up the Contract. 
The Buyer may settle any claim it has against the Supplier by reducing the payment for the deliverable correspondingly. In the case of any delay in payment, the Supplier is entitled to claim interest on overdue payments in accordance with the legislation applicable in the Buyer’s country of domicile. The Supplier may not claim damages for losses it incurs as a result of the delayed payment that exceed the interest on overdue payments. 

9. CHANGES TO THE DELIVERABLES

The Buyer may require changes to be made to the deliverable after the Contract has been entered into, provided such changes do not exceed those which the Supplier could reasonably expect when the Contract regarding the deliverable was entered into. The purchase price for the changes shall be based on the same cost and profit level as that on which the original price for the deliverable was based.  In the case of any disagreement regarding whether the order is a change or regarding the payment for the change, the Supplier shall, when ordered to do so by the Buyer, deliver the goods ordered or otherwise implement the change without awaiting a final resolution of the dispute.

10. SUB-SUPPLIERS

The Supplier may use sub-suppliers in connection with the deliverable. The Supplier’s obligations under the Contract apply in full and irrespective of whether or not a sub-supplier is used. The Supplier shall ensure that all its relevant obligations pursuant to the Contract are passed on to the sub-suppliers as obligations.

11. WARRANTIES

The Supplier warrants that the deliverables supplied under the Contract shall: (i) meet the purpose, functions, guarantees, and requirements specified in the Contract, (ii) comply with the standards and requirements expected of a normal good product during the estimated functional period, taking into account factors such as the purchase price, the Supplier’s marketing, and the properties of competitive products, (iii) comply with all applicable laws and regulations, and (iv) not infringe upon any third-party rights, including but not limited to patents, trademarks, copyrights, or any other intellectual property rights. The warranty applies for seven years (“the Warranty Period”) from Buyer’s receipt of the deliverable.

12. BREACH OF CONTRACT

Delays. Should the Supplier have reason to believe that the agreed delivery date cannot be met, it shall immediately notify the Buyer of this in writing. Unless otherwise agreed in writing, the Buyer may claim a daily penalty of two (2.0) per cent of the deliverable’s total purchase price per weekday from the agreed delivery date and for as long as the delay lasts, limited to a maximum of twenty (20) per cent of the purchase price. Irrespective of whether or not a daily penalty is claimed, the Buyer may cancel the purchase of the deliverable if the delay has lasted or will last for four (4) weeks after the agreed delivery date. Should delivery on the agreed date be particularly important to the Buyer due to its requirements, etc, the Buyer may cancel the purchase of the deliverable as soon as it is clear that a delay has occurred or will occur.
Defects. Defects exist where the deliverable fail to meet any of the above warranties. A defect also exists where the deliverable otherwise does not comply with the requirements pursuant to the background rules of law in the Buyer’s country of domicile.
Complaints. Complaints regarding a defective deliverable must be made within a reasonable time from the discovery of the defect. Complaints made due to Buyer's customer complaint are always considered to be made within the appropriate time.
Repairs or a replacement delivery. In the case of a defect during the Warranty Period, the Buyer may choose between demanding that the Supplier repairs the deliverable or makes a replacement delivery, both free of charge. The Supplier may offer to carry out repairs or make a replacement delivery, but is not entitled to implement such remedial measures until the Buyer has accepted this in writing. Should there be no agreement regarding implementation, the remedial measures shall be implemented as quickly as possible and in any case within a reasonable period. Should the Supplier’s remedial measures not be immediately successful, the Buyer is entitled to allow a third party to carry out the remedial measures at the Supplier’s expense after the Supplier has been notified of this.
Price reduction or cancellation. The Buyer may, instead of demanding a repair or redelivery, either keep the defective deliverable and claim a price reduction, or cancel the purchase of the deliverable. Cancellation may only take place if it is clear that the deliverable suffers from, or will later suffer from, a material defect or if waiting for remedial measures will entail a considerable drawback for the Buyer. The Buyer may also cancel the purchase of the deliverable in the case of a fundamental breach that consists of something other than the deliverable being delayed or suffering from a defect. The fact that the Supplier is insolvent, that its operations are the object of a merger, acquisition, etc, or that the profile of its operations is to be significantly changed may in this context be counted as a fundamental breach.   
Recall. The Buyer is entitled to recall the deliverable or product whose manufacture is based on the deliverable from the market (a) if the deliverable/product has or may have properties as a result of a defect in the deliverable, or (b) if there is a decision, recommendation or statement by a public body in the Buyer’s country of domicile stating that recall or destruction should or must take place. Recall may also take place if a deliverable that has been re-sold by the Buyer contains a defect. The Supplier shall pay for any costs or any loss incurred by the Buyer or a third party as a result of a recall as stated. 
Damages. In addition to the sanctions set out in these General Purchase Terms and Conditions, the Buyer may claim damages for any loss it has incurred or will incur as a result of a delay, defect or any other breach of contract on the part of the Supplier. In the case of a delay, the damages are limited to that part of the loss that exceeds the daily penalty paid. Unless otherwise agreed in writing by the Parties, each Party’s total liability in damages relating to the deliverable is limited to the total value of orders placed by Buyer during the 12-month period preceding the incident giving rise to the claim, with a minimum amount of EUR 1,000,000. The limitation on the Supplier’s liability does not apply if (a) it has acted fraudulently or with negligence or dishonesty, or (b) the liability is due to a product liability claim or is arising from any infringement of third-party rights, or (c) a defect in title exists or (d) the Buyer’s claim for damages is due to the recall of the product/deliverable from the market. 

13. CANCELLATION

The Buyer may, until delivery has taken place, cancel the deliverable in writing in return for paying for documented losses that the Supplier has incurred as a result of the cancellation.

14. FORCE MAJEURE

A “force majeure event” is an event which impedes the performance of the obligations under the Contract, which is outside the Party in question’s control, which the Party ought not to have foreseen when the Contract was entered into and which the Party could not or cannot reasonably be expected to surmount or prevent the effects of. Fires, Acts of God, strikes, insurrection and wars may be examples of force majeure events. The Party that becomes aware that it has been or will be affected by a force majeure event shall give the other Party written notification of this immediately. No breach of contract occurs if the Party in question proves that compliance with the Contract has been prevented due to a force majeure event. Each Party shall pay for its own losses that are due to the Party itself or the other Party is or has been affected by a Force Majeure event. As soon as the force majeure event comes to an end, the Supplier shall resume its delivery obligations pursuant to the Contract on the terms stated therein. Should contractual delivery on the agreed date be of particular importance to the Buyer due to its requirements, etc, the Buyer may cancel the Contract immediately even if the failure in delivery is due to the fact that the Supplier is or will be affected by a force majeure event. In other cases, each of the Parties may cancel the Contract when a force majeure event has lasted for, or will last for, at least thirty (30) days.

15. DUTY OF NON-DISCLOSURE, ETC.

Each Party is under a duty, also after the termination of the Contract, not to disclose to third parties the deliverable, the Contract’s existence and contents, or any other factor relating to the other Party that is not in the public domain and which the Party in question has become aware of as a result of the Contract. The duty of non-disclosure does not apply in relation to companies in which the Supplier or Buyer directly or indirectly holds more than a thirty (30) per cent ownership interest. Without the other Party’s advance consent in writing, a Party is not entitled to (a) refer to the deliverable, Contract or the other Party in its marketing or profiling work, etc, or (b) to take photographs, make drawings, etc, of the other Party’s property, etc.

16. ASSIGNMENT

A Party cannot assign its rights and/or obligations under the Contract to a third party without the other Party’s advance consent to this in writing. However, the Buyer may, in whole or in part, assign its rights and/or obligations under the Contract to other companies in which Pretec Group has a direct or indirect ownership interest of more than thirty (30) per cent, or to a third party in connection with an acquisition, merger, etc.

17. THE BUYER’S EXAMINATIONS, ETC

The fact that the Buyer has examined or inspected the deliverable before, during or after delivery, or has stated that the deliverable seems to be in accordance with the Contract’s specifications, or that the Buyer has failed to invoke or enforce certain sanctions under the Contract or the background rules of law shall not mean that the Supplier is exempt from any of its obligations under the Contract. In such case, the Buyer may plead a breach of contract and enforce all the sanctions that it has pursuant to the Contract and the background rules of law.

18. CONFIDENTIALITY

The Parties agree to keep all information relating to the Contract and the Parties’ business relationship, including information regarding the disclosing Party’s business, confidential and not disclose such information to third parties without prior written consent of the other Party, or otherwise use such information for any purpose other than for the receiving Party's performance of its obligations under the Contract, except as required by law or government authorities.

19. CHOICE OF LAW AND DISPUTES

The Contract shall be interpreted and its terms be implied in accordance with the rules of law of the Buyer’s country of domicile. The Parties shall try to resolve disputes relating to the Contract amicably, and may allow an independent third party to recommend a solution to the dispute or to determine it. Any third-party decision is not final unless the Parties have agreed to this in writing. Should the Parties fail to have reached agreement on an amicable solution to the dispute (or not have been given a third party’s final decision on the dispute) two (2) months after the dispute arose, either Party may demand that the dispute be finally resolved through arbitration in accordance with the local rules of the ICC’s chamber of commerce in the capital of the Buyer’s country of domicile. If such rules do not exist, the ICC Rules of Arbitration shall be used. Should the object of the dispute be less than EUR 50,000 (fiftythousand Euros), the Buyer may elect for the dispute to be resolved by a sole arbitrator. The Buyer may also choose for the dispute to be instead resolved by the ordinary courts and/or by a venue where Pretec Group or the Buyer has one of its office addresses.

20. CHANGES TO THESE TERMS

Buyer may make a general update of these General Purchase Terms and Conditions and shall notify Supplier of such update immediately after they are published on Buyer’s website or otherwise made available to Supplier as per Buyer’s routines from time to time. The Supplier may object in writing to such general update of these General Purchase Terms and Conditions within 2 weeks from the receipt of the notice from Buyer in the event the made updates have a material effect on Supplier’s costs and/or Supplier’s fulfilment of the Contract. The updated version of these General Purchase Terms and Conditions will become effective between the Parties if Supplier does not make an objection due to the above-mentioned circumstances within the said 2-week period.

Rev. 2025-06-24