Delivery Terms and Conditions for Acarix

Customer:

Any person or legal entity placing an Order to purchase Product(s) from Acarix
Goods:
Any one delivery consisting of one or more Products

Order:
Any communication, whereby a Customer expresses a wish to purchase Products, that is sufficiently precise to enable Acarix to dispatch delivery.

Order Confirmation:
Document whereby Acarix accepts Customer’s Order.

Products:
Any product, whether manufactured by Acarix or not, that is offered for sale by Acarix.

Acarix:
Acarix  AB (559009-0667) and/or all other companies within the Acarix group involved in the transaction as the case may be.

Terms:
These terms and conditions
 
1. Customer acknowledges that these Terms shall govern all transactions between Acarix and Customer wherein Customer purchases Products. Any departure from these Terms shall, to be valid, be in writing and signed by an authorised signatory of Acarix and Customer. Acarix’s offers shall be without obligation and deemed an invitation to contract. Customer may not assign or transfer any rights or obligations under these Terms without the prior written consent of Acarix.
 
2. A binding contract on these Terms is concluded upon Acarix’s acceptance of Customer’s Order as evidenced by the Order Confirmation, or upon Acarix’s dispatch of Goods. The quantity and description of the goods shall be as set out in the Order Confirmation, or as in the delivery. 
 
3. Prices are quoted FCA according to INCOTERMS 2010. Acarix reserves the right to currently update prices. The price shall be as listed in the Order Confirmation. Acarix reserves the right to make customary shipping arrangements for the delivery of Goods. The cost of delivery shall be borne by Customer.
 
4. Payment shall be made within 30 days of the date of invoice. In the event of late payments, Acarix shall be entitled to interest from the due date until payment is made in full. Such interest shall be 2% per month calculated from the date of late payment and for each month thereafter and until full payment has been settled. Customer shall make all payments in full without any deductions, counterclaims or set-offs.
 
5. Customer shall arrange to take delivery of shipped Products in accordance with the Order Confirmation. Acarix shall be entitled to invoice Customer for additional costs if deliveries cannot be made due to Customer not taking appropriate delivery of the shipped Products
 
6. Acarix makes no representations as to delivery times or quantities. Delivery times may vary. Deliveries made later than anticipated by Customer or stated in the Order Confirmation shall not constitute breach of any undertaking on the part of Acarix.
 
7. Ownership of delivered Goods shall pass to Customer upon payment in full of all sums due in respect of the delivered Goods as well as any other sums which are or become due as a result of an Order. Until payment in full has been made of all sums due for an Order, Acarix shall retain ownership, and Customer shall assist Acarix in taking such measures as are reasonably necessary to protect Acarix’s ownership.
 
8. Customer shall make a visual inspection the Goods upon delivery, and shall notify Acarix in writing of any defects damages or shortages of quantity visible at such inspection within 14 days of taking delivery of an Order. If no such notification is made, the delivered Goods shall be considered free from defect, damage or shortage of quantity. At any rate, Customer shall make any claim within twelve months, of becoming aware of such defect or damage, or else the claim shall be forfeited. Acarix shall in no event be liable for the use of the Product in a manner which is inconsistent with the instructions provided with the Product or as specifically instructed in writing by a qualified Acarix staff member.
 
9. Customer shall return defective or damaged Products at Acarix’s expense for further investigation of the defect and determination of the cause for the defect. Upon Acarix’s receipt of the damaged or defective Goods, Acarix shall, at Acarix’s discretion, replace the defective Goods or issue a credit note at the pro rata invoice amount. Upon returning the defective Product the Customer is obliged to provide a full description of the defect and when the defect occurred.
 
10. Customer’s sole and exclusive remedy in cases of defective Products or non-delivery shall be limited to, at Acarix’s sole discretion, the replacement of any defective Products or any shortage within a reasonable time (at the latest 4 weeks from receipt) or issuing a credit note at the pro rata contract amount.
 
11. In the event Customer notifies Acarix of alleged defects or damages/or returns Products, and it is determined that the notification was incorrect, Acarix shall be entitled to invoice Customer such additional costs as Acarix has incurred as a result of the incorrect notification.
 
12. Except for what is set out in these Terms, all warranties, express or implied are, to the fullest extent permitted by law, excluded. Nothing herein shall exclude liability for death or personal injury caused by Acarix’s gross negligence or intent, or for any other matter in which it would be unlawful for Acarix to exclude or attempt to exclude its liability. Neither party shall be liable to the other for loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss whatsoever.
 
13. Either party shall be entitled to suspend performance of its obligations under these Terms to the extent that such performance is made impossible or unreasonably onerous by circumstances beyond the respective parties’ control, and which circumstances could not reasonably have been predicted and/or avoided.
 
14. Should any individual provision of these Terms be held invalid or unenforceable, the validity of the other provisions shall not be affected, and the such individual provision shall be deemed to be replaced with a valid and enforceable term which most closely approximates the purpose of the invalid or unenforceable provision. Failure or delay in enforcing the rights under these Terms shall not be construed as a waiver of any rights hereunder. Any waiver by Acarix of any breach or default under these Terms by Customer shall not be deemed a waiver of any subsequent breach or default and shall in no way affect any other provisions of these Terms.
 
15Acarix is the owner or licensee of any and all intellectual property rights subsisting in the Goods and any other material provided to the Customer in connection with this Order and transaction. Nothing in this Order or transaction shall constitute a transfer of such intellectual property.
 
16. Both parties shall keep information received in relation to the Goods and the transaction confidential and shall not, without the consent in writing of the other, disclose to any third party any technical, financial, commercial or other information which it has acquired from the other as a result of discussions, negotiations or other communications between them relating to any Order or the business relationship in general.
 
17. This Agreement shall be constructed in accordance with and be governed by the substantive laws of Sweden Any dispute, controversy or claim arising out of or in connection with this Agreement , or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm and held in the English language. Irrespective of this,  Acarix shall be entitled to file claims at a court of competent jurisdiction regarding undisputed invoiced amounts.