N.B this is an unofficial translation of the Swedish text which will prevail in case of difference
1. Prices and other fees
We reserve the right to change our prices without prior notice. Prices stated in price lists, offers and other documents generally apply exclusive of VAT. Reservation fees, Production fees and Delivery fees are non-refundable.
2. Rounding of Prices
Prices are rounded in accordance with Swedish rules.
Delivery times stated apply subject to prior sale or delays on the part of our suppliers.
4. Packaging Costs
Generally charged and not refunded.
5. Shipping Costs
Unless otherwise agreed, all prices apply EXW (Ex Works) our factory in Stockholm, Sweden.
6. Inspection of Goods on Arrival
Notice of defects in the goods must be given to us within 10 days of receipt of the goods.
7. Payment Terms
Pursuant to the agreement. Credit may only be granted following a credit check. Any credit granted can be cancelled in the event of non-compliance with our terms and conditions.
8. Interest Terms
In the event of payment delay in payment, default interest is charged at the rate set by the Central Bank of Sweden (Riksbanken) plus 8%. We also reserve the right to charge for the costs of payment reminders, currently at the rate of SEK 50 per reminder.
Warranties apply in accordance with the warranty terms imposed by our suppliers. The seller's warranty entails that we will either repair or exchange defective goods, in our discretion. Repairs or exchanges can either be carried out on-site or (if we so request) the buyer must send the goods to us or to a workshop designated by us. Our warranties do NOT cover the costs of disassembly/assembly, loss of production, machine downtime or other loss of profit and/or other consequential economic loss.
In other respects, see General Provisions.
10. Force majeure
See General Provisions.
In the first instance, disputes must be resolved by way of negotiation and, in other cases, by way of arbitration pursuant to the Swedish Arbitration Act. Swedish law applies and the proceedings, any decision or award shall be kept confidential.
12. Any questions?
13. General Provisions
Unless otherwise agreed in writing or set out in the general delivery terms and conditions, the following general terms and conditions apply:
1. The product or products to be delivered by the seller in accordance with the agreement between the parties is/are referred to below as the "Product". This term also includes documentation and software.
The expression "written" or "in writing" in these terms and conditions means a document signed by both parties or a letter, fax, email or other forms of communication agreed upon in writing by the parties.
2. Information in marketing materials, price lists and other product information are only binding to the extent express reference is made to it in the agreement.
Documentation and information
3. All documentation relating to the Product or its manufacture, which is provided by one party to the other either before or after the agreement is entered into, will remain the property of the party that provides it.
4. Upon or before delivery and for no separate compensation, the seller shall provide the buyer with a set (or the number of sets that has been agreed) of such documentation as is sufficiently detailed to enable the buyer to assemble, bring into service, operate and maintain the Product. However, the seller shall not be obliged to provide documentation relating to the manufacture of the Product or spare parts.
To the extent permissible under relevant legislation, the seller may perform the obligations referred to above by making the documentation available in electronic form.
5. In these terms and conditions, "software" means the software included in the Product which comprises supplier software and/or sublicensed software.
"Supplier software" means software to which the seller has the rights.
"Sublicensed software" means software to which a third party has the rights and to whom the seller grants a licence with its consent.
6. Unless agreed otherwise, the buyer is granted the perpetual, non-exclusive right to make full use of the supplier software when using the Product. The buyer may assign this right to subsequent purchasers of the Product. Unless agreed otherwise, the seller retains the rights to supplier software even if the software has been specifically produced for the buyer. On its own responsibility, the buyer may make such adaptations to supplier software as are compatible with the general purposes of the Product.
Subject to any limitations that may be agreed between the rights holder and the seller, the buyer is granted the perpetual, non-exclusive right to make use of sublicensed software when using the Product and to assign this right to subsequent purchasers of the Product. On or before the agreement is entered into, the seller shall give the buyer written notice of such limitations. The buyer may only make adaptations to sublicensed software where specifically agreed upon.
7. Unless agreed otherwise, the seller is not obliged to provide the buyer with the source code to the software. Furthermore, unless agreed otherwise, the seller is not obliged to provide the buyer with updated versions of the software.
8. Where a pre-delivery test has been agreed, the test must be performed where the Product is manufactured, unless another location has been agreed. Where technical requirements for the test have not been agreed, the test will be performed in accordance with generally accepted practice in Sweden.
9. The seller shall give the buyer written notice of a pre-delivery test in such reasonable time as to enable the buyer to be present at the test. Where the buyer has received such notice, a pre-delivery test may be performed even if the buyer is not represented at the test.
The seller shall make a record of the pre-delivery test. The record of the test must be submitted to the buyer. Unless the buyer proves otherwise, the record will be deemed to constitute an accurate description of how the pre-delivery test was performed and its results.
10. In the event it proves in a pre-delivery test that the Product does not conform to the contract, the seller shall ensure that the Product conforms to the contract as soon as possible. If the buyer so requests, a new test must subsequently be performed, unless the defect was de minimis.
11. Unless agreed otherwise, the seller shall bear all costs for a pre-delivery test performed where the Product is manufactured. However, the buyer shall bear all costs arising for itself and its representatives (including costs for travel and subsistence) for such pre-delivery test.
12. Where delivery terms have been agreed, they will be interpreted in accordance with the INCOTERMS® in force at the time the agreement is entered into. Where no delivery terms have been separately agreed, delivery will take place Ex Works.
Time of delivery. Delays.
13. Where, instead of a fixed time of delivery, the parties have agreed on a period of time within which the Product must be delivered, this period runs from the date on which the agreement is entered into.
14. In the event the seller finds that it is unable to deliver the Product in due time, or it appears likely that the seller will be delayed, the seller shall promptly notify the buyer in writing, specifying the cause of the delay and, to the extent possible, the date and time on/at which it is estimated the Product will be delivered. In the event the seller fails to give such notice in due time, irrespective of the provisions of section 16 and 17, the seller shall compensate the buyer for any additional expenses thereby incurred by the buyer which could otherwise have been avoided.
15. The time of delivery will be extended to the extent reasonable in the circumstances if the delivery is delayed for any of the following reasons:
- an unexpected delay or non-delivery by one of the seller's suppliers; or
- any act or omission by the buyer; or
- the seller suspends performance under the agreement pursuant to section 21, the second paragraph; or
- any other event occurs to which the buyer is responsible; or
-an event occurs that constitutes an event of force majeure pursuant to section 47.
The time of delivery will be extended even if the cause of the delay occurs after the expiry of the time of delivery that was originally agreed.
16. In the event the seller fails to deliver the Product in due time, the buyer shall be entitled to liquidated damages from the date on which the Product was scheduled to be delivered.
The liquidated damages will amount to 0.5% of the contract price for each 14-day period (or part thereof) of delay. Where only one part of the Product is delayed, the liquidated damages will be calculated based on the portion of the price relating to the part of the Product that cannot be brought into service due to the delay.
The liquidated damages may not exceed 5% of this basis for calculation.
The liquidated damages will be payable on written request by the buyer, but in no event prior to the date on which the Product is delivered in its entirety or the date of termination pursuant to section 17.
The buyer will forfeit its right to liquidated damages if it fails to make a claim in writing for such liquidated damages within six months of the due date of delivery.
17. Where, as a consequence of the duration of the delay, the buyer becomes entitled to the maximum amount of liquidated damages pursuant to section 16, and the Product has not yet been delivered, the buyer may make a request in writing that the Product is delivered within a final reasonable period, which may be no fewer than three weeks.
In the event, the seller fails to deliver the Product within the above time limit, and this failure is not due to any event referred to in section 47 or any circumstance for which the buyer is responsible, on written notice to the seller the buyer may terminate the agreement as far as concerns the part of the Product that cannot be brought into service as a result of the delay.
Upon such termination of the agreement, the buyer shall also be entitled to be compensated for any loss incurred due to the seller's delay to the extent the loss exceeds the maximum amount of liquidated damages the buyer could have claimed pursuant to section 16. The damages may not exceed 10% of the portion of the price relating to the part of the Product to which the termination relates.
The buyer may also terminate the agreement on written notice to the seller if it is clear that a delay will occur which, pursuant to the provisions of section 16, would entitle the buyer to the maximum amount of liquidated damages. Upon such termination of the agreement, the buyer shall be entitled to both the maximum amount of liquidated damages and damages pursuant to the third paragraph in this section.
Any claim by the buyer based on a delay by the seller is excluded other than a claim for liquidated damages pursuant to section 16 or termination with limited damages pursuant to this section 17.
18. In the event the buyer finds that it will be unable to accept the Product at the agreed time, or it appears likely that the buyer will be delayed, the buyer shall promptly notify the seller in writing, specifying the cause of the delay, and, to the extent possible, the date and time on/at which it is estimated it would be able to accept the Product.
In the event the buyer fails to accept the Product at the agreed time, the buyer will nonetheless be obliged to pay each amount that was dependent on the delivery, as if the Product had been delivered. The seller shall store the Product at the buyer's risk and expense. If the buyer so requires, the seller shall insure the Product at the buyer's expense.
19. Unless the buyer's failure referred to in section 18 is due to any event referred to in section 47, the seller may make a request in writing that the buyer accepts the Product within a reasonable period of time.
In the event, the buyer fails to accept the Product within the time limit due to a reason for which the seller is not responsible, on written notice to the buyer the seller may terminate the agreement as far as concerns the part of the Product ready for delivery that was not delivered due to the delay by the buyer. In such a case, the seller shall be entitled to be compensated for the loss it has incurred as a result of the buyer's failure to accept the Product. The compensation may not exceed the portion of the price relating to the part of the Product to which the termination relates.
20. Unless otherwise agreed, payments for orders (i.e. contract price, plus VAT (if any)) must be made online or against the issued invoice within 15 days of the invoice date.
21. Online payments for boats will be charged as follows: 1,000 EUR/USD upon making the online reservation (Reservation fee). Thereafter, invoices will be issued for the remaining amount in phases as separately agreed between the buyer and X Shore. The Reservation fee constitutes a partial prepayment of the boat. However, in case the buyer chooses to cancel the order, the Reservation fee is not refundable. Online payments of other products than boats will be charged in full immediately, upon making the online reservation.
22.(i) Business customers: 10% (Reservation fee) at the time when the agreement is entered into, 30 % (Production fee) when the boat goes into production, and 60 % (Delivery fee) before pick-up of the boat. (ii) Consumers: 10% (Reservation fee) at the time when the agreement is entered into, 60% (Production fee) when the boat goes into production, and 30% (Delivery fee) before pick-up of the boat. Invoices relating to other products than boats: Business customers and consumers; As agreed separately between the buyer and X Shore. However, the full amount shall be paid at the latest within 12 months from the order being placed.
A Reservation fee constitutes a partial prepayment of the boat. However, in case the buyer chooses to cancel the order, the Reservation fee is not refundable.
Failure to pay
23. In the event the buyer fails to pay in due time, the seller shall be entitled to default interest from the due date at the rate applicable pursuant to the legislation in Sweden relating to default interest. The seller shall also be entitled to be compensated for the cost it has actually incurred in collecting the debt.
In the event, the buyer fails to pay in due time or the buyer fails to provide agreed security in due time, after having given the buyer written notice the seller may also suspend its performance under the agreement until payment is made or agreed security is provided.
24. In the event the buyer has failed to pay within three months of the due date, the seller may terminate the agreement on written notice to the buyer. In such case, in addition to its remedies under section 23, the first paragraph, the seller shall be entitled to be compensated for any loss incurred. However, compensation may not exceed the contract price.
Retention of title
25. The Product remains the property of the seller until it has been paid for in full, to the extent such retention of title is valid under applicable legislation.
Liability for defects
26. In accordance with the provisions of sections 27-38, the seller shall be obliged to remedy (either by way of exchange or repair) all defects in the Product due to faults in design, materials or production.
If the seller is liable for a defect in the Product, the seller is also liable for damage caused to the Product by the defect.
The seller's liability does not cover defects due to materials provided by the buyer or designs prescribed or specified by the buyer.
27. The seller's liability does not cover defects caused by events that have occurred after the risk relating to the Product has passed to the buyer. For example, the seller's liability does not cover defects arising from the fact that the operating conditions are different from those assumed in the agreement or from the Product being used incorrectly. Furthermore, the seller's liability does not cover defects caused by defective maintenance or incorrect assembly by the buyer, alterations without the seller's written consent, or repairs carried out incorrectly by the buyer. Finally, the seller's liability does not cover normal wear and tear.
28. The seller's liability only relates to defects that become apparent within one year from the date on which the Product was delivered. If the Product is used more intensively than agreed, the liability period will be shortened to a corresponding extent.
29. In respect of exchanges or repairs pursuant to section 26, the seller assumes the same liability for exchanges of parts and repair parts as for the original product for a period of one year. As far as concerns the Product's other parts, the liability period referred to in section 28 is only extended by the period during which the Product could not be used due to a defect for which the seller is liable.
30. The buyer must give the seller written notice of a defect without unreasonable delay after the defect has become apparent and, in any event, within two weeks after the expiry of the liability period set out in sections 28 and 29. The notice of a defect must contain a description of how the defect manifests itself. If the buyer fails to give written notice of the defect within the time limits referred to above, the buyer forfeits the right to bring a claim based on the defect.
If it can reasonably be assumed that the defect may give rise to a risk of damage, a notice of the defect must be given immediately. If a notice of the defect is not given immediately, the buyer forfeits the right to bring a claim based on the damage caused to the Product that could have been avoided if notice of the defect had been given.
31. Once the seller has received written notice of a defect pursuant to section 30, the seller shall remedy the defect as promptly as the circumstances require. The seller shall bear the costs of remedying the defect in accordance with the provisions of sections 26-38.
The seller shall remedy the defect at the place at which the Product is located unless, taking into consideration the interests of both parties, the seller deems it more appropriate for the Product to be sent to the seller or to a location designated by the seller.
Where the Product can be remedied by a defective part being exchanged or repaired, and the part can be disassembled and reassembled without specialist knowledge, the seller may require that the defective part be sent to the seller or to a location designated by the seller for repair or exchange. In such a case, the seller will be deemed to have performed its obligations arising from the defect once it delivers to the buyer a repaired part or part in the exchange.
32. At its own expense, the buyer shall grant the seller access to the Product and attend to the use of equipment other than the Product to the extent required to remedy the defect.
33. Each use of transportation in connection with remedying a defect will take place at the seller's risk and expense to the extent the transportation has taken place in accordance with the seller's instructions.
The buyer shall follow the seller's instructions as regards the use and means of transportation.
34. The buyer shall bear any additional costs incurred in remedying defects caused to the seller due to the Product being located in a place other than the destination specified for the seller's delivery to the buyer at the time the agreement was entered into or (where no such desolation was stated) the place of delivery.
35. Defective parts that are exchanged in accordance with section 26 must be made available to the seller and will become the seller's property.
36. Where the buyer gives notice of a defect pursuant to section 30 and it transpires that there is no defect for which the seller is liable, the seller shall be entitled to be compensated for the work and costs caused to the seller as a result of the buyer giving notice of the defect.
37. In the event the seller fails to perform its obligations under section 31 in due time, the buyer may grant the seller (in writing) a final reasonable period in which to perform the obligations, which may be no shorter than three weeks. If the seller fails to perform its obligations within this period, the buyer may do any of the following (in its discretion):
a) at the seller's risk and expense, take measures or arrange for measures to be taken that are necessary to remedy the defect, provided the buyer acts with due care; or
b) demand a reduction of up to 20% of the contract price; or
c) if the defect is material, terminate the agreement on written notice to the seller. The buyer shall also be entitled to terminate the agreement if the defect is still material after measures referred to under a) have been taken. Upon termination of the agreement, the buyer shall be entitled to be compensated for any loss it incurs. However, the compensation may not exceed 20% of the contract price.
38. Notwithstanding the provisions of sections 26-37, the seller will bear no liability for any part of the Product after one year from the expiry of the liability period specified in section 28, first sentence, or from the expiry of any other liability period agreed upon by the parties.
39. The seller bears no liability for defects other than as set out in sections 26-38.
Liability for infringement of intellectual property rights
40. Unless otherwise agreed, pursuant to sections 41-44, the seller shall indemnify the buyer for any claims for damages brought by third parties based on any infringement by the Product of any patent, copyright or other intellectual property right protected in Denmark, Finland, Norway, Sweden or any other country specifically agreed upon by the parties.
41. The seller is not liable for any infringement of intellectual property rights resulting from:
- the use of the Product in any country other than as specified in section 40; or
- the use of the Product in a manner that derogates from that which was agreed or that the seller should not have foreseen; or
- the use of the Product together with equipment or software that was not supplied by the seller; or
- alterations to the Product made by the buyer.
Furthermore, the seller is not liable for any infringement of intellectual property rights which is solely the result of the design or construction of the Product as was prescribed or specified by the buyer.
42. Claims referred to in section 40 will be processed at the seller's expense. The seller shall compensate the buyer for such amounts as it is obliged to pay pursuant to a final and conclusive judgment or award or a settlement approved by the seller.
The seller's liability only applies if the buyer gives the seller prompt written notice of a claim it has received and the buyer allows the seller to determine how the claim will be processed.
43. Upon the occurrence of an infringement of a patent, copyright or other intellectual property rights for which the seller is liable pursuant to sections 40-41, after having received notice pursuant to section 42, second paragraph, and as promptly as the circumstances require, the seller shall do one of the following (in its discretion):
- provide an assurance to the buyer that it can continue to use the Product; or
- alter the Product in such a way that there is no longer any infringement; or
- replace the Product with another product with corresponding functions which does not give rise to any infringement.
The seller is under a corresponding obligation after the buyer has given the seller written notice of the occurrence of an infringement of a patent, copyright or other intellectual property right without a third party having brought a claim against the buyer.
44. In the event the seller fails to perform its obligations under section 43 in due time, the buyer may grant the seller (in writing) a final reasonable period in which to perform the obligations, which may be no shorter than three weeks. In the event the seller fails to perform its obligations within this period, the buyer may do either of the following (in its discretion):
a) at the seller's risk and expense, take necessary measures or arrange for necessary measures to be taken that are equivalent to those referred to in section 43, first paragraph, provided the buyer acts with due care; or
b) if the infringement entails significant inconvenience to the buyer, terminate the agreement on written notice to the seller. The buyer shall also be entitled to terminate the agreement if the inconvenience is still material after measures referred to under a) have been taken.
Damage to products
45. The seller is not liable for damage the Product causes to real property or personal property, or the consequences of such damage if the damage occurs when the Product is in the buyer's possession. Furthermore, the seller is not liable for damage to products made by the buyer or to products in which the buyer's products are included.
The buyer shall indemnify the seller to the extent the seller is held liable to third parties for any loss or damage for which the seller is not liable in accordance with the first paragraph.
The seller or the buyer shall immediately give the other party written notice if a third party brings a claim for damages against it for loss or damage referred to in this section.
General limitation on liability
46. Other than as set out in these provisions, the seller has no liability to the buyer, including any loss that may be incurred by the buyer, such as loss of production, loss of profit, and any other consequential economic loss or indirect economic loss.
However, the limitation on the seller's liability referred to in the first paragraph does not apply if the seller has been held liable for gross negligence.
47. The following events constitute force majeure events if they result in performance under the agreement being impeded or rendered unreasonably onerous: labour disputes or any other events over which the parties have no control, such as fire, natural disasters and extreme natural events, war, mobilization or equivalent military conscription, requisitions, seizures/impoundments, trade and currency restrictions, uprisings and riots, a shortage of means of transportation, a general shortage of goods, restrictions on the supply of electrical power, and defects or delays in deliveries from subcontractors, which are caused by such event.
The above events only constitute events of force majeure if their effect on performance under the agreement could not be foreseen at the time the agreement was entered into.
48. A party who wishes to bring a claim based on an event of force majeure referred to in section 47 must give the other party written notice without delay of the occurrence of such event, as well as its cessation.
Upon the occurrence of an event of force measure affecting the buyer, the buyer shall compensate the seller for any expenses incurred by the seller to secure and protect the Product.
49. Notwithstanding the other provisions of the agreement, either party may terminate the agreement on written notice to the other party if performance under the agreement is impeded for more than six months by an event referred to in section
Disputes. Governing Law.
50. Disputes arising from the agreement and all matters relating thereto shall be settled by arbitration pursuant to the Arbitration Act in force in Sweden from time to time.
51. The agreement shall be interpreted, and all disputes arising from the agreement shall be assessed, in accordance with Swedish substantive law.