GENERAL TERMS AND CONDITIONS
FOR RESELLERS
1. Introduction and definitions
These general terms and conditions (the “Terms”) shall apply to all orders, Order Confirmations, and/or any other oral or written agreement between Fristads AB, org.nr. 556023-8486 (“Fristads”) and its customer(s) (the “Customer”), relating to the Customer’s purchase of Fristads’ Products (the “Agreement”). Fristads and the Customer are hereinafter jointly referred to as “Parties” and separately as “Party”. Should the Customer be a consumer, Fristads’ general terms and conditions for consumers will apply. “Product” shall mean Fristads’, at each time, offered product range, (the “Products”). The Products shall be used by the Customer in accordance with its specified area of use, as set out in the product catalogue on Fristads’ website (“Product Catalogue”).
If Fristads and the Customer enters into a specific agreement relating to delivery of Products (“Framework Agreement” or “Pre-Purchase Order”), the Terms shall form part of such agreement, subject to that the terms of the Framework Agreement and/or Pre-Purchase Orders will have precedence over the Terms between the Parties.
2. Order of the Products
The Customer orders Products from Fristads by placing an order in Fristads’ specified order system. The order become binding when the Customer has received a written confirmation (“Order Confirmation”) from Fristads.
3. Product range
Fristads is entitled to, at each time update, adjust or limit the offered Product range.
4. Delivery
Unless otherwise agreed in writing, the Products shall be delivered Ex Works Fristads’ premises in Borås (Incoterms 2020). The Products shall be delivered at the date stated in the Order Confirmation (“Delivery Date”). A Pre-purchase Order shall state the Customer’s desired Delivery Date of the Products. Such Delivery Date becomes binding for Fristads when the Customer has received an Order Confirmation from Fristads, i.e. when the Delivery Date is confirmed. If Fristads proposes a different Delivery Date than the desired Delivery Date specified by the Customer, the Customer is deemed to have accepted the new Delivery Date unless the Customer, within three (3) business days from the date when the notice was received, notifies Fristads otherwise in writing.If the Customer fails to take delivery of the Products on the Delivery Date, the Customer shall compensate Fristads for any costs incurred as a result of the delayed delivery or return of the Products to Fristads’ warehouse in its original condition.
Fristads shall take reasonable measures to deliver the Product on the Delivery Date. If the Product is not delivered within thirty (30) business days from the Delivery Date, the Customer has the right to cancel the current order. However, this return right does not apply to order(s) of customer-unique Products or if the delay is a consequence of circumstances set out in Section 14 of the Terms. The Customer is not entitled to compensation or any other remedy for delayed delivery of the Products.
5. Purchase price and payment
The Customer shall purchase the Products from Fristads at the prices, specified in Fristads’, at each time, current price list (“Price List”). Prices are excluding VAT, delivery cost and any other additional taxes and charges.
Fristads is entitled to adjust the Price List two times each calendar year; 1 February and 1 September.
In addition, if Fristads’ production costs increase significantly as a result of increased raw material costs or other circumstances outside the control of Fristads, Fristads is entitled to adjust the Price List by giving thirty (30) days’ notice.
Unless otherwise agreed in writing, the Customer shall pay the purchase price for the Products to Fristads no later than thirty (30) business days from the invoice date.
If the Customer is delayed with its payment, in accordance with the sub-section above, the Customer shall pay delay interest for such overdue payment of eight percentage points exceeding the Swedish reference rate applicable at the invoice date. The interest on overdue payment shall be paid for each initiated month, from the due date of the invoice in question until payment is made. In addition, the Customer shall pay for the costs incurred for payment reminders and for the enforcement of the payment obligation or any other associated cost. Fristads reserves the right to transfer overdue invoices to third parties for collection.
If the Customer is delayed with its payment, Fristads reserves the right to withhold delivery of Products, until the Customer has paid full payment for the Products.
Until full payment for the Products has been made by the Customer, Fristads retain all title to all Products of such specific, to the extend permitted by law.
6. Approval of the Product
The Customer shall, in the immediate connection with delivery of the Product, inspect the Product(s) to ensure that the Product(s) is not subject to defects or deficiencies and that delivery has been made in accordance with the Order Confirmation. The customer shall immediately notify Fristads in writing of any identified defects and deficiencies.
If the Customer fails to undertake the above mentioned measures upon delivery of the Product, or to immediately notify Fristads of any defects and deficiencies identified in the immediate connection with delivery of the Product(s), the Customer does not have any right to put forward a claim based on such defects and deficiencies to Fristads under any applicable warranty.
7. Warranties
Fristads warrants that the Products, on the Delivery Date, are free from material defects in design and materials and are manufactured in accordance with and comply with the applicable safety product requirements according to each Product’s classification or certification (as stated in the Product Catalogue). Fristads does not provide any warranties regarding the condition of the Product after the Delivery Date.
If the Product does not comply with the preceding sub-section, Fristads shall remedy the defect by, in its sole discretion, repairing or replacing the Product.
Any warranty claim put forward for under this Section 7 require that the Customer has notified Fristads immediately after the defect has been discovered. Warranty claims under this Section 7 may only be put forward based on a defect or deviation from the classification and applicable conditions set out in the Product Catalogue and applicable safety product requirements.
8. Product liability
Fristads shall indemnify the Customer for third party claims regarding direct personal injury caused by safety deficiencies in the Product, provided that the safety deficiencies existed when the Product was delivered to the Customer and that the Customer:
(i) without delay, notify Fristads in writing of such claims;
(ii) allows Fristads to solely control defence or settlement of the claim; and
(iii) provide reasonable assistance to Fristads in connection with defence or settlement of the claim.
Fristads undertakes to hold adequate product liability insurance.
9. Intellectual property rights
All “Intellectual Property Rights”, related to inventions, patents, designs, trademarks, copyrights, related rights and database rights, confidential and proprietary information such as trade secrets and know-how, and all other similar rights, including applications for registration of such rights; related to products and associated documentation belongs to Fristads or its licensors, and nothing in the Agreement implies that such Intellectual Property Rights are transferred to the Customer.
The Customer shall immediately inform Fristads in writing when (i) the Customer receives indications of, or detects, activities that may constitute infringement or suspected infringement of intellectual property rights; or (ii) the use of Intellectual Property Rights as a result of the Agreement is alleged to infringe the Intellectual Property Rights of third parties.
If a third party makes a claim for damages against the Customer, related to the Product’s infringement of third parties’ Intellectual Property Rights, Fristads shall hold the Customer harmless. However, this requires that the Customer has used the Product in accordance with the Agreement and that the Customer immediately informs Fristads of such claim. TheCcustomer shall also provide Fristads with the authority, information and necessary assistance to handle and pursue claims for damages.
If a third party asserts an action or a claim related to the Product’s infringement of third parties’ Intellectual Property Rights, Fristads may, in its sole discretion, either adjust or replace the Products to avoid infringement, obtain an appropriate license from third parties, or terminate this Agreement with respect to the infringing product.
10. Confidentiality
The Parties undertake to, as from the purchase of the Products and five (5) years following such purchase, not disclose the content of the Agreement or other confidential information, received from the other Party in connection with the Agreement, to third parties.
11. Competition
The Customer undertakes to, during the term of the Agreement and two years thereafter, but for a maximum of five years, not use any information derived from the Agreement or the Products to develop or market products similar to the Products in terms of design, material, workmanship or function.
12. Termination
Either Party has the right to terminate the Agreement with immediate effect if the other Party:
(a) fails to fulfil its obligations under the Agreement and the breach of the contract is of material importance to the other Party, provided that the Party has remedied such breach within thirty (30) days after written notice thereof; or
(b) cancels their payments, begins settlement negotiations with its creditors, becomes the subject of bankruptcy applications, submits applications for company reconstruction or compositions or goes into liquidation.
Section 9 Intellectual Property Rights, Section 10 Confidentiality, Section 13 Limitation of Liability and Section 19 Applicable law and disputes in the Terms shall continue to apply even after this Agreement has been terminated, regardless of the reason for such termination.
Termination of the Agreement does not entitle the Customer to return Products to Fristads.
13. Limitation of Liability
Fristads shall under no circumstances be liable for indirect costs, including but not limited to loss of profit, costs for interruptions and capital costs or claims by third parties, resulting from defects, non-compliance with warranties, delay, damage to person and property or other.
Fristads’ total liability under the Agreement shall, in any event, be limited to the maximum of fifteen thousand (15,000) EUR or fifty percent (50%) of the amount paid by the Customer during the twelve-month period (12 months) immediately prior to the claim.
14. Force Majeure
Either Party has the right to postpone the performance of its obligations and is exempted from sanction for failure to fulfil its obligations under the Agreement, if the performance is prevented, substantially impeded or unreasonably more expensive by a circumstance beyond the Party’s control and which the Party could not or reasonably should have foreseen at the time of conclusion of the Agreement.
Such circumstance (“Exemption Circumstance”) may, for example, consist of war or warlike state, civil war, mobilization or military service of equivalent magnitude, insurrection and riot, terrorism, sabotage, fire, flood, natural disaster, epidemic, pandemic, interruption of public transport, interruption of public energy supply, strike, lockout or other general or local labor conflict (even if the Party itself is a party to the conflict); requisition, seizure, government decisions, trade, payment or currency restrictions, or an equivalent circumstance. The same applies if the Exemption Circumstance exists for the Party’s subcontractor and other similar contracting parties.
If a Party wishes to invoke a circumstance in accordance with the previous section it shall give notice thereof to the other Party when there is a risk for failure or delay to perform an obligation under this Agreement. In the absence of such notice, the Party shall not be discharged from liability for any damage which could have been avoided had notice been given in due time.
In the event performance is postponed according to this clause during a period exceeding six (6) months, each Party shall be entitled to terminate this Agreement.
15. Assignment
A Party shall not be entitled to assign its rights and/or obligations under this Agreement without the prior written consent of the other Party. However, Fristads has the right to transfer overdue invoices to a third party in accordance with Section 5 to the Agreement, without prior written consent from the Customer.
16. Notices
All requests, notifications, demands or other notices under this Agreement must be in writing and sent by one Party to the other Party in the manner set forth in this Section 16 and to the address specified above (or to the address the other Party subsequently notifies to the other Party in writing in accordance with the provisions of this Section 16). Such notices shall be deemed to have been received by the recipient if:
(a) sent by registered letter, three (3) Business Days after posting if posted in Sweden or five (5) Business Days after posting if the sender or recipient is outside Sweden; or
(b) sent by e-mail which has been confirmed by the recipient, on the day of receipt.
17. Partial Invalidity
If any provision of this Agreement (or the application thereof) shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the remaining provisions of this Agreement shall continue in full force and effect. The Parties shall seek to amend such void, invalid or unenforceable provisions in order to give effect to, so far as is possible, the spirit of this Agreement and to achieve the purposes intended by the Parties. If the Parties are unable to agree upon an amendment to any void, invalid or unenforceable provision, such provision shall be deemed to have been deleted and the remainder of the Agreement shall remain in full force and effect.
18. Personal data
In connection with the sale of the Products, Fristads may from time to time process personal data received from the Customer. Subject to this Section, each Party is responsible as data controller for the personal data processed in connection with the Agreement. Each Party shall ensure that the processing is performed in accordance with applicable data protection legislation. When Fristads is providing the Products to the Customer, Fristads may from time to time process personal data on behalf of the Customer. In such event, Fristads will personal data processor and the Customer will be data controller. The Parties agree that Fristads’ personal data processing agreement shall apply to such processing.
19. Governing law and disputes
This Agreement shall be governed by the substantive law of Sweden without regard to its conflict of law provisions.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall first be referred to Mediation in accordance with the Mediation Rules of the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”), unless one of the Parties objects. If one of the Parties objects to Mediation or if the Mediation is terminated, the dispute shall be finally resolved by arbitration administered by the SCC. The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.
The seat of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be Swedish.
The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way its rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority, applicable stock exchange regulations or the regulations of any other recognised market place. In case this Agreement or any part of it is assigned or transferred to a third party, such third party shall automatically be bound by the provisions of this arbitration clause.
20. Claims & returns
To make a claim or return you need to have a user account at fristads.com. If you do not yet have one, contact customer support and they will help you set one up.
Claim – Defect product
1. Fristads guarantee to deliver a product that is faultless up on arrival according to section 7 in general agreement.
2. Claims when the value of the product is less than 800 SEK excl. VAT:
Register your claim with the claim funtion on your order history page, enclose photos of the product. Save the item for 90 days, after that it can be discarded.
3. Claim when value of product is higher than 800 SEK excl. VAT
Register your claim with the claim function on your order history page. There you will find all steps for making the claim. You might be asked to enclose photos and adminitrate a return back to our warehouse . After submitting your claim we will contact you on what to do.
Claim – Wrong products delivered
1. If you have received wrong number of items or wrong items, go to your order history under Admin/My pages and make a claim.
Returns
1. If nothing else is agreed, you as a reseller can return your order within 30 days for free. After 30 days you will have to pay a return fee of 150 SEK/35 € /35£ All items that are returned needs to be unused with original packaging and with all labels still on the item. If you want to return an item outside of what is agreed upon, please contact your Fristads representative. Products that are sent to Fristads without an approved return will be sent back to the customer.
To return an item you have to log in to fristad.com and go to your order history under Admin/MyPages. With a registered return you will get a return label. This step is mandatory to get a credit.