Bel Nordic AB Standard Terms and Conditions of Sales

 

Valid from 26th April 2018

  1. General

These general terms and conditions of sales (“Terms and Conditions”) shall be automatically incorporate to any contract, offer, quotation made by Bel Nordic AB Limited (“Bel”) to any purchaser or potential purchaser (“Customer”) for the sales of Bel’s products (“Products”).

Any order by the Customer implies full acceptance of Bel’s Terms and Conditions.

These Terms and Conditions shall prevail over any other terms attached to the Customer’s order form, offer or acceptance contained in any other written or oral intimation and any such other terms shall not form part of the contract, offer, quotation unless expressly agreed by Bel in writing.

Bel may amend these Terms and Conditions at any time, by taking reasonable steps to inform the Customer of such amendment. Any such amendment will not apply to any outstanding orders already accepted at the time of the amendment.

Bel’s Products are packaged and labelled in accordance with local laws requirements of the delivery country where the Products are delivered by Bel.

Nothing in these Terms and Conditions shall limit or exclude any right or obligation to the extent that it is not permitted to limit or exclude any such right or obligation under applicable law.

  1. Price

Unless otherwise accepted by Bel in writing the price of the Products shall be based on Bel’s current price list published to the customer at the date of order of the Product.

List prices are subject to alteration by Bel at any time without prior notice. Bel shall communicate this new price list to the Customer in a reasonable delay before its application.

Customer shall bear the cost of delivery unless specified otherwise. Bel reserves the right to pass on additional costs should the Customer change its instructions as to time, method or place of delivery.

  1. Order

All purchases orders shall be in writing and Bel shall accept it in order to bond parties.

Any order should detail the type of Products, the EAN code, the delivery unit and the quantity ordered express in delivery unit to be valid.

The Customer shall also respect any minimum order quantity and/or the minimum delay of order required by Bel.

Any change of order by the Customer shall be in writing and shall be sent to Bel in a reasonable delay to allow the change without any additional cost for Bel.

  1. Delivery

Bel will use reasonable endeavours to keep to any agreed delivery date, being specified that such date is estimate only.

In case of late delivery, the Customer is not entitled to invoice automatically late penalties. Indeed, the Customer shall demonstrate the reality of the damage caused by Bel.

At the time of the delivery, the Customer shall inspect the Products with the carrier and shall report any reasonable anomaly (shortage, defects in quality, variance with standard temperature etc) on the delivery note. This document shall be signed by the Customer to be enforceable.

The delivery is irrevocably deemed accepted by the Customer:

  • If no apparent defect is reported on the delivery note at the date of the delivery,
  • And if any comment or anomaly related to other defects is reported to Bel within three (3) days after the date of delivery.

In the event of a reasonable anomaly being reported on the delivery note or within three (3) days after the date of delivery Bel shall, at its option replace the defective Products, or refund the price of the defective Products. No replacement or refund shall be payable if the defect arises because the Customer failed to follow Bel’s oral or written instructions as to the storage or use of the Products or (if there are none) good trade practice regarding the same.

  1. Payment

All payments by the Customer for the purchase of Products shall be made to Bel within 30 (thirty) days from the date of issuance of invoice, unless otherwise agreed in writing between parties.

The payment should be made by electronic transfer, except if otherwise agreed by the parties.

Without prejudice to Bel ‘s other rights and remedies, including the right in any event to sue for the price whether or not the property of the Products has been passed, interest at the rate agreed between Bel and the Customer in respect of the relevant order may be charged on the amount of any overdue account from the due date until the date of final settlement. In the event that no such rate is expressly specified then the maximum rate of default interest chargeable under the applicable law shall apply. Such interest shall accrue on a daily basis from the due date until the date of the actual payment of the overdue amount, whether before or after judgement.

The Customer shall pay all amounts in full without any deduction or withholding except as required by law. Any payment with deduction or withholding should be expressly and previously approved by Bel.

  1. Invoice disputes

In case of invoice dispute, the Customer shall inform Bel in writing and shall provide all supporting documents to its request within one (1) month from the date of issuance of the invoice.

After this delay, invoice shall be deemed to be definitively accepted by the Customer.

  1. Transfer of Risk

The risk of loss or damage to the Products shall pass to the Customer upon delivery of the Products at the Customer’s authorised trading premises specified in the order by the Customer or to a carrier on the Customer’s behalf (whichever is the earliest).

  1. Property in Products

Bel shall retain title to the Products subject to an order until it has received payment in full of all sums due and/or owing in connection with that order.

  1. Customer’s Default or Insolvency

If the Customer:

(i) is in breach of any of these Terms and Conditions;

(ii) fails to make any payment to Bel when due;

(iii) is involved in any legal proceeding concerning its solvency;

(iv) enter into liquidation, whether compulsory or voluntary;

(v) generally becomes unable to pay its debts

then Bel has the right, without prejudice to any other remedies;

– to enter without prior notice any premises where Products owned by Bel may be, and to repossess and dispose of any Products owned by Bel so as to discharge any sums owed to Bel by Customer (to the extent permitted under applicable law).

– to cancel or suspend all further deliveries under these Terms and Conditions or under any other contract between Customer and Bel without incurring any liability to Customer.

– to terminate the contract or commercial relationship immediately.

  1. Confidential Information

All information communicated by Bel to the Customer shall be considered as confidential.

The Customer shall not, without Bel ‘s written consent, disclose to any third party any secret or confidential information supplied by Bel to the Customer unless it is required by public authorities.

  1. Intellectual Property

Bel acknowledges being the owner of all intellectual property rights (including without limitation all copyright, design rights, trademarks, trade secrets, patents and patentable processes) in all service-marks, trademarks and trade names now or in the future used in connection with the Products (together “the Marks”); the Products supplied; the accompanying drawings, specifications or other written materials supplied with the Products.

The Customer will not use the Marks for any purpose other than the sale and advertisement of the Products, and in using the Marks, the Customer shall conform to the standards, which Bel may from time to time prescribe in relation to the size, design, position and appearance of the Marks. The Customer will not remove any Marks, logos, notices from the Products.

  1. Liability

In any event, Bel’s liability shall be limited to the replacement of the Products at stake or reimbursement of the price paid in relation with such Product.

Bel shall not be liable to the Customer for any indirect, consequential or special damages (all of which terms include without limitation pure economic loss, loss of profits, loss of business).

  1. Compliance with Law

The Customer expressly agrees that it will comply with all applicable laws, enactments, regulations, regulatory policy, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with these Terms and Conditions. This will include complying with and obtaining appropriate permits in accordance with all applicable export and customs laws in respect of the export or use of any Bel Products, and it agrees that it will not permit any export or use which does not comply with such laws.

  1. Force Majeure

Bel shall not be liable for any failure or delay in performing its obligations under these Terms and Conditions to the extent that such failure or delay is caused by any event beyond its reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, (an event of “Force Majeure”).

Bel shall, without prejudice to any other provisions hereof, be entitled to cancel or rescind any order or contract under these Terms and Conditions if it is affected by an event of Force Majeure.

  1. Governing laws

These Terms and Conditions and any dispute or claim arising out of or in connection with an order its subject matter or formation (including non-contractual disputes or claims) shall be subject to and construed under the laws of Sweden and the parties hereby submit to the exclusive jurisdiction of the English courts for that purpose.