1. Miscellaneous
These conditions of delivery are applicable on deliveries of parts and components manufactured by Backer BHV AB ("Backer") on the instructions of the customer ("the Products"). These conditions shall be supplemented with a separate agreement or other corresponding written agreement, as e.g an offer and a subsequent order ("the Agreement"). If not otherwise stated in the Agreement, Orgalime's General Conditions for the supply of specially designed and manufactured components ("Orgalime SC 96") shall apply. Appendix 1 to Orgalime SC 96 shall however not be applicable, unless specifically stated in the Agreement.

In the event that the provisions of these Conditions of delivery, the Agreement and Orgalime SC 96, should be in conflict with each other, they shall prevail in the following order:

1. The Agreement
2. Backer's conditions of delivery
3. Orgalime SC 96

Any deviation from the above mentioned documents shall, in order to form an integral part of the parties' agreement, be approved in writing by Backer. This implies i.a. that the buyer's purchase conditions shall be in force only after approval in writing by Backer.

2. Prices
All prices indicated in the Agreement are quoted excluding VAT and cost for packing.

3. Packing
The customer shall pay compensation for the packing in accordance with Backer's at each time valid price list. The packing is non-returnable with the exception of standard pallets and collars. The latter packing shall, within two months from receipt, be returned to Backer at the buyer's own risk and cost.

4. Conditions of delivery
If not otherwise stated the Products are delivered FCA Sösdala in accordance with Incoterms 2000.

5. Payment and invoicing
Payment shall, unless otherwise stated in the Agreement, be made not later than 30 days from date of invoice. If the buyer should fail to make payment on the due date Backer shall be entitled to claim interest on the sum overdue until payment is made with the official reference rate from time to time applied by the Central Bank of Sweden (Sveriges Riksbank) plus a rate of 8 per cent per annum.

Before delivery of the Product and irrespective of the reason Backer reserves the right to demand payment in advance or other corresponding security from the buyer such as e.g documentary collection or letter of credit.

6. Deviations in number
The customer shall accept a deviation in number (excess- or short delivery) by no more than ten (10) per cent of the ordered quantity. In case of delivery of a larger quantity than agreed upon, the customer is obliged to make full payment for the quantity representing excess delivery.

7. Samples, tools and equipment
All samples and tools as well as all equipment furnished by Backer for the manufacture of the Products shall be the sole property of Backer.
 

8. Documentation
If available, Backer will provide product information concerning the delivered Products. Other documentation and assembly instructions are offered separately on demand.

9. Complaints and liability for defects
Backer's liability for defects is regulated under the provisions of Orgalime SC 96 with the following exceptions.

Backer assumes no liability for defects as regards layout and design of the Products unless it is formally expressed in the Agreement.

A certain serial number is indicated on each Product. Backers' liability for defects expires after a period of 52 weeks calculated from the time of manufacture of the Product in question.

The Buyer shall stand the risk of and defray any potential cost for transportation of defect Products to and from Backer. The prerequisites for complaints, product identification as well as installation- and replacement date shall be expressly indicated in Backer's claims form. If various- defects should occur in the same shipment, the buyer shall use one claims form for each defective Product.

If the Buyer under the provisions of Orgalime SC 96, clause 46, second paragraph, should assign a third party to carry out necessary repairs, Backer's obligation to indemnify according to the same clause, third paragraph, is restricted to fifteen (15) per cent of the purchase price concerning the defect Products.

10. Arbitration
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of a sole arbitrator. The place of arbitration shall be Malmö. However, in disputes concerning payment for delivered Products, Backer is entitled at its own option, to commence an action in an ordinary court.