GENERAL CONDITIONS OF SALE
1.1 These general conditions of sale (“General Conditions”) apply to all of Sagaform AB’s (“Sagaform”) sales of goods to its customers (the “Customer”), however excluding consumers.
1.2 The Customer’s standard conditions of purchase, or any similar terms or conditions in any order forms or other documents prepared by the Customer, shall not apply to the sale of products by Sagaform to the Customer.
1.3 These General Conditions do not apply in relation to consumers.
2.1 The Customer may order products in Sagaform’s current product range, consisting of e.g. furniture, textiles and interior design accessories (“Products”).
2.2 The product range is available at www.sagaform.com, skriv till addresser (jointly the “Website”) and in current product catalogues which may be supplied by Sagaform. The product range may vary from country to country.
3.1 The Customer shall place orders for Products by e-mail or online using the e-commerce site available on the Website, or as otherwise directed or instructed by Sagaform.
3.2 By placing an order, the Customer agrees to be bound by these General Conditions. 3.3 An order is binding for Sagaform when it has been confirmed by Sagaform (the defined term “Order” is hereafter used for confirmed orders), regardless of how the Customer has placed the order.
3.4 The Customer has no right to cancel an Order.
4. PRODUCT INFORMATION
4.1 The Customer may download and use such material that Sagaform has made available for download on the Website. The Customer agrees to adhere to any use-terms and instructions relating to such material and shall, upon Sagaform’s request, immediately cease any and all use of the material.
4.2 Sagaform shall not be liable if Products are out-of-stock or for image or typographical errors in the product catalogues, in price lists or on the Website (e.g. errors in the product description, inaccurate prices or other incorrect information). Sagaform is entitled to rectify any such errors also after confirming an order and, at any time, to change or update the information.
4.3 Any images in the product catalogues or on the Website shall be considered as illustrations only. Such illustrations do not guarantee to reproduce number of Products the Customer in each package nor the exact appearance (including color), function or origin of a Product.
5.1 Sagaform will arrange for delivery of ordered Products at the Customer’s expense. Applicable delivery costs are stated in the from time to time applicable pricelist or on the Website. The risk of loss or damage to the Products passes to the Customer upon delivery.
5.2 Any time of delivery specified by Sagaform is an estimate only and delivery on time is not of essence and Sagaform shall not be liable for delays. If an Order is delayed with no less than 30 days, the Customer shall be entitled to cancel the Order (however subject to Clause 13).
5.3 Sagaform may deliver the Products in separate deliveries.
5.4 Delivered Products can only be returned with Sagaform’s prior written consent and in accordance with Sagaform’s instructions.
6.1 The prices for the Products are stated on the Website or in the current price list (or in a separate agreement entered into between Sagaform and the Customer). Sagaform shall have the right to change the prices of the Products at any time.
6.2 Binding price and currency are set out in Sagaform’s order confirmation and are, unless otherwise stated, exclusive of VAT, delivery costs and – for shipments to Norway or as otherwise applicable – customs duty.
7.1 Unless the parties have agreed otherwise, payment shall be made in advance. No Products will be dispatched to Customer prior to Sagaform’s receipt of full payment from the Customer.
7.2 Payment shall be made within 30 days from the date of invoice, in the currency stated on the invoice. In case the Customer has been allowed credit with payment, delivered Products remain Sagaform’s property until Sagaform has received full payment from the Customer.
7.3 If payment is late, Sagaform shall be entitled to claim interest in accordance with the Swedish Interest Act (1975:635) on the sum overdue until payment is made and to charge a fee for payment reminders and charge collection costs in accordance with the Swedish Act (1981:739) on Compensation for Debt Recovery Costs etc.
7.4 Sagaform shall, if payment is late, further be entitled to withhold deliveries of Products to the Customer, demand that acceptable securities are provided, amend the terms of payment and any possible credit limit and cancel the Order.
8.1 Without prejudice to any remedy it may have against the other party for breach or non-performance, each party shall be entitled to cancel an Order with immediate effect if the other party becomes insolvent, liquidated, commences bankruptcy proceedings or a receiver is appointed on behalf of the other party (or such party’s assets), or in case of any other similar circumstances.
9. WARRANTY FOR DEFECTIVE PRODUCTS
9.1 Sagaform guarantees that all Products, upon delivery, comply with their accompanying specification and are free from defects in material or workmanship. Products that do not meet the warranty under this Clause
9.1 are considered “Defective Products”.
9.2 Sagaform’s sole and exclusive liability for Defective Products shall be limited to (at the sole option of Sagaform): a) replacing the Defective Products at its own risk and expense; or b) refunding the price paid by the Customer for the Defective Products, subject to that the Customer promptly returns all Defective Products to Sagaform.
9.3 All Products shall be inspected by the Customer at delivery according to the relevant delivery term. Sagaform waives any claims for visible damage/defect to a Product if such claims are not notified in writing to the Supplier within five days after the Product has been delivered, and for non-visible damage/defect within five days after the Customer has noticed, or should have noticed, such damage/defect. After the expiration of such five-day period, the Customer shall be deemed to have accepted the Products as received without damage/defect.
9.4 Products may not be returned unless Sagaform has explicitly instructed the Customer to do so.
9.5 Sagaform shall not be liable for any defect due to the Customer or a third party not complying with Sagaform’s care instructions or for any defect caused by any misapplication, faulty installation or neglected maintenance and normal wear. The warranty does not cover fading, shrinking, swelling due to exposure to the sun or artificial lighting sources, moisture or temperature. Claims due to cuts, burns or pet damages are excluded.
9.6 The only warranties given under an Order are those given expressly by Sagaform in these General Conditions.
9.7 When returning a defective Product, the Customer shall comply with Sagaform’s guidelines and instructions. If such guidelines and instructions are not complied with, no refund or replacement will be granted.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 All intellectual property rights relating to the Products belong to Sagaform or its licensors. Any and all trademarks, trade names, pictures and graphics, design, layout, marketing material and any other information attributable or related to the Products may not be reproduced or used without Sagaform’s prior written consent.
10.2 Sagaform assumes no liability whatsoever, whether express or implied, for any claims that the Products, are or may be infringing a third party’s present or future designs or other intellectual property rights.
11. PERSONAL DATA
12.1 Save for what is set out in Clause 12.3, Sagaform’s liability in relation to an Order shall never exceed the net value of the Order giving rise to the liability.
12.2 Save for what is set out in Clause 12.3, Sagaform shall in no event be liable for any pure economic, indirect or consequential loss or damage, including but not limited to loss of profit, business, savings, goodwill, or reputational damage.
12.3 Nothing in this Agreement shall limit or exclude Sagaform’s product liability for the Products under the Swedish Product Liability Act (1992:18).
12.4 The Customer shall compensate Sagaform for any reasonable costs Sagaform incurs as a result of the Customer’s unjustified complaints, delays in payment or delays in receipt of deliveries.
13. FORCE MAJEURE
13.1 Neither Sagaform nor the Customer shall be liable for delays or failure to perform any obligations in relation to an Order, other than the payment of monies due, when the failure is caused by circumstances beyond the reasonable control of the affected party (or a subcontractor), including but not limited to flood, fire, earthquake, strike or other labor disputes, accidents, epidemics, wars, riot, insurrection, acts of terrorism, acts of government or governmental regulation.
13.2 A party that wishes to invoke an force majeure shall notify the other party in writing that such a circumstance has occurred. After the termination of an event of force majeure, the party having invoked it as a cause for delay or failure to perform shall also, upon request, submit to the other party reasonable proof of the nature of such delay or failure to perform and its effect on the performance.
13.3 Both parties shall make all reasonable efforts to prevent and reduce to a minimum and mitigate the effect of any delay or failure to perform caused by any event of force majeure.
14.1 All information which is not publicly available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to Sagaform or to any of its business matters, which has been disclosed or may be disclosed to the Customer by Sagaform or which the Customer has or may otherwise become aware of in connection with an Order or otherwise, shall at all times be kept strictly confidential by the Customer and not be used for any other purpose than the performance or enforcement of the Order, nor be disclosed to any third party without the prior written consent of Sagaform. The obligation of confidentiality does not apply when the Customer is required by law, regulation or a governmental decision to disclose information.
15.1 Sagaform reserves the right to change these General Conditions at any time. Changes will take effect 30 days after Sagaform has announced the changes on its Website or otherwise has informed the Customer of the changes.
16. DISPUTES AND APPLICABLE LAW
16.1 Any dispute, controversy or claim arising out of, or in connection with, these General Conditions or an Order, or the breach, termination or invalidity thereof, or any non-contractual obligations arising out of or in connection with these General Conditions or an Order, shall be settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (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 of the arbitration shall be Swedish if the Customer is a company registered in Sweden, Norway, Denmark or Finland and English if the Customer is a company registered in any other country.
16.2 These General Conditions and any obligations due to an Order shall be interpreted and construed in accordance with the laws of Sweden (excluding its choice of law principles and explicitly excluding the applicability of CISG).