General Terms for the Sale of Goods
1. Applicability
These terms apply exclusively to all sales contracts between DL Industrial Automation AB ("DL") and the buyer. Any terms proposed by the buyer are binding only if agreed to in writing by DL. Contracts are governed by these terms and interpreted in line with the latest Incoterms.
2. Orders
Orders are binding only upon written confirmation by DL within 30 days or when DL begins fulfillment. Changes or cancellations require written approval. Specifications and materials provided by DL are confidential.
3. Pricing
Prices are as quoted or listed in DL’s price list at the time of acceptance. DL may adjust prices due to external factors. Prices are Ex-Works unless otherwise agreed and exclude taxes, transport, and insurance.
4. Payment Terms
Payment is due within 30 days of the invoice date. Failure to pay may result in contract termination, suspension of deliveries, or interest charges. Payment guarantees may be required at DL’s discretion.
5. Delivery and Risk
Goods are delivered Ex-Works, and risk transfers to the buyer upon notification of availability. Delivery dates are estimates; delays do not entitle the buyer to damages. The buyer must inspect goods upon receipt and report defects within 24 hours.
6. Retention of Title
Ownership of goods remains with DL until full payment is received. The buyer must store goods safely and is permitted to resell them in the normal course of business, with proceeds held in trust for DL.
7. Warranty
DL warrants goods against material and workmanship defects for 12–36 months depending on the product. Warranty excludes improper use, unauthorized modifications, or defects caused by third-party components.
8. Claims and Repairs
Warranty claims must be filed in writing. Goods must not be returned without authorization. Repairs or replacements are at DL’s discretion, and warranty on repairs is valid for six months. Transportation costs for defective goods are the buyer's responsibility.
9. Limitation of Liability
DL is not liable for indirect, consequential, or special damages, including lost profits, data loss, or third-party claims.
10. Confidentiality
The buyer must not reproduce, disclose, or share any confidential information, designs, or materials provided by DL. Breach of confidentiality may result in contract termination and damages.
11. Patent Infringement
DL will defend the buyer against third-party infringement claims related to goods but is not liable for misuse, modifications, or unauthorized combinations.
12. Governing Law and Jurisdiction
These terms are governed by Swedish law. Disputes are subject to the exclusive jurisdiction of the courts in Malmö, Sweden, unless arbitration is agreed.
13. Export Compliance
The buyer must comply with all applicable export laws and regulations, including U.S. and EU directives, and is responsible for obtaining necessary permits.
14. Miscellaneous
These terms supersede all prior agreements. If any provision is found invalid, the remaining terms remain enforceable. Rights and obligations under these terms may not be assigned without DL’s consent.