1.1 These General Terms apply when ordering from MPP Sweden AB.
In these General Terms and Conditions, the following definitions shall apply:
The general conditions in this document.
All documents which together constitute the complete contractual terms between the Parties; the General Terms and Conditions, the offer from the Supplier which the Customer accepted before the last date of validity of the offer and the Supplier’s order acknowledgment as well as any other written contractual documents drawn up between the Parties.
“Agreed delivery date”
The last delivery day for final delivery of the Product(s) specified in the quotation from the Supplier accepted by the Customer.
“Actual delivery date”
The day the Products were delivered, checked and approved by the Customer.
2.1 The agreement regulates what applies to the Supplier’s sale, delivery and, where applicable, assembly of the Products. When the Customer has accepted the offer issued by the Supplier before the last date of validity of the offer, and the Supplier has subsequently submitted an order confirmation, the Agreement is binding.
2.2 In the event of conflicting content in such documents that are included in the Agreement, the content of the order confirmation and quotation shall first and foremost have priority of interpretation and these General Terms and Conditions last.
3.1 All IBC containers delivered by the Supplier comply with MSBFS 2018:5, Regulations on the transport of dangerous goods by road and off-road.
3.2 The Products marked with MSBFS 2018:3 are manufactured according to these regulations and meet their requirements.
3.3 The supplier’s assessment is further that the Products marked NFS
2021:10 meets the requirements of the regulation.
3.4 The supplier and its subcontractors are certified for ISO 9001 and ISO 14001.
3.5 The products must otherwise correspond to the agreed, written quotation and order acknowledgment.
4.1 The supplier undertakes to, in cases where the Agreement includes services, perform them services in accordance with the Agreement and in a professional manner.
4.2 The Customer must give the Supplier access to premises, equipment and documents that are necessary for the Supplier to be able to perform such services in a cost-effective manner for the Supplier.
5.1 The Customer shall, to the extent necessary and possible, contribute to the fulfillment of the Agreement and the Supplier’s fulfillment of its obligations under the Agreement.
5.2 The Buyer may not cancel the agreed Products or services without the Supplier’s consent.
6.1 The Supplier must have delivered, and in cases where the Supplier undertakes to do so, assembled the Products on the Agreed Delivery Day at the latest.
6.2 After the Customer has checked that the Products, and when applicable, also the assembly, meet the agreed condition, the Customer must approve the delivery.
6.3 Inspection and approval according to 6.2 must take place without delay. If the Agreed Delivery Date occurs before the Actual Delivery Date but inspection or approval is postponed due to circumstances on the Customer’s side, the Actual Delivery Date is deemed to coincide with the Agreed Delivery Date.
6.4 Unless otherwise agreed, the Supplier bears the risk for the Products up to and including the actual delivery date.
6.5 The supplier must submit must submit agreed documentation such as e.g. certificates, instructions and certificates to the Customer within fourteen (14) days after the Actual Delivery Date.
6.6 There is a delay if the actual delivery date is later than the agreed date
delivery date and this depends on circumstances attributable to the Supplier. Delay exists until the day Actual delivery date occurs.
6.7 If the delay is due to the Supplier, the Customer has the right to compensation in the form of a fine with the limitations set out in section 13. The right to a fine accrues if delivery has not taken place after four (4) weeks from the agreed delivery date (and the question is about a delay that the Supplier have to answer for). Penalty shall be calculated on the compensation for the delayed delivery and related services (“Penalty Basis”). Starting from the fifth week of delay, a penalty of 1% of the Penalty Base is issued. If the delay persists, an additional fine is issued for the time thereafter with the corresponding nominal amount for each new calendar week that has begun. The penalty must not exceed 10% of the penalty basis in total. The customer is not entitled to any other compensation due to delay other than what is stated above.
6.8 The Supplier has no responsibility for delay according to clauses 6.6-6.7 if the delay is due to circumstances which were beyond the Supplier’s control and which could not be avoided or overcome without reasonable and reasonable efforts. If the Supplier, after becoming aware of the circumstances that caused the delay, without delay has taken reasonable efforts to remedy the delay such as, for example, investigating alternative transports or subcontractors, the Supplier has no responsibility for the delay.
6.9 If the delay is due to the Customer or such a circumstance as stated in section 14 below, the Supplier has the right, but no obligation, to move the Agreed Delivery Date to a time that is justified in view of the circumstances. However, in the event of a delay due to the Customer, the Supplier always has the right to move the Agreed Delivery Date by at least the time corresponding to the Customer’s delay.
6.10 If the delay according to point 6.6 above has been present for more than three (3) months, the affected Party has the right to terminate the Agreement with immediate termination.
6.10 The customer must, in order not to lose his right to a fine according to what is stated above in point 6.7, demand compensation in writing within three (3) months from the time when the right to a fine arose.
7.1 The supplier has the right at any time during the contract period to request an adjustment of the prices specified in the contract.
7.2 The Customer is, after the Agreement has been entered into, obliged to accept price increases if this is due to the Supplier’s costs for fulfilling its commitment and delivering the Products having increased since the Agreement was entered into. This applies regardless of what the costs are and can, for example, but not exclusively, be due to increased costs for raw materials, other inputs, energy as well as logistics and transport, etc. The price increase must not exceed the actual cost increase for the Supplier.
7.3 The Supplier has the right, but no obligation, to take measures to minimize increased costs according to 7.2 such as, for example, but not exclusively, trying to procure raw materials and inputs from other than the subcontractors that the Supplier usually uses.
7.4 The Supplier must notify the Customer of price adjustments according to 7.1-7.3, and the reasons for this, before the Agreed Delivery Day. If the Customer has not objected to the requested price adjustment within fourteen (14) days thereafter, the Customer is deemed to have accepted the new price. Even if the Customer has objected to the requested price adjustment within the time specified above, the Customer is nevertheless bound by the price adjustment if the Supplier presents evidence that reasonably shows that the Supplier’s costs to fulfill its commitment have increased to the same extent as the requested price adjustment.
7.6 The Supplier is not obliged to deliver the Products during the time that the Customer objects to the price adjustment, unless the Parties agree otherwise in writing. If a delivery delay occurs during the corresponding time, the Supplier is also released from liability according to section 6.
7.6 The Supplier has the right, but no obligation, to request a price reduction in accordance with the Agreement on its own and in cases where the Supplier deems there is reason to do so.
7.7 The customer does not have the right to request an adjustment of the price.
8.1 If the Party can reasonably be expected to become insolvent or goes into liquidation, the other Party has the right to withhold its performance(s) according to the Agreement.
8.2 A Party that has, or should have, knowledge that it is, or risks ending up, in such a state as stated in point 8.1 must immediately and without delay notify the other Party of this. The Party must also participate and provide information and information that the other Party requests and that is needed to assess the Party’s financial situation.
8.3 If the Party removes the reason for suspicion of default within four (4) weeks, the other Party must fulfill its performance(s) according to the Agreement.
9.1 It is the responsibility of the Customer to independently, in connection with delivery, carry out the tests and examinations of the Products that the Customer deems necessary. The customer has to check whether the Products are in accordance with the agreed condition. A fault exists if the Products deviate from the agreed condition (“Fault”).
9.2 Fault liability for diesel tanks and stationary tanks delivered by the Supplier
tanks are valid for three (3) years from the agreed delivery date.
9.3 Fault liability for pump systems delivered by the Supplier and similar
accessories are valid for one (1) year from the agreed delivery date.
9.4 The supplier is not responsible for Errors that occur after the time specified in 9.2 and 9.3 respectively.
9.5 If the question is about defects in products provided by a subcontractor and such subcontractor applies a longer defect liability period/warranty period than stated in 9.2-9.3, an extended defect liability may be considered. The supplier decides on this on a case-by-case basis, but has no obligation to accept such extended fault liability.
9.6 The Customer does not have the right to invoke Errors if notice of this has not been provided within a reasonable time after the Customer discovered or after discovering the Error. Complaints must under all circumstances be made within fourteen (14) days from the end of the current fault liability period according to 9.2-9.3.
9 .7 Has the Customer made a justified complaint about the Fault and is the Fault due to
situation for which the Supplier is responsible, it is the Supplier’s responsibility to rectify the Error as quickly as is deemed reasonable based on the circumstances. Remedy of the Error must, however, be started within two (2) months at the latest after the Customer makes a remark about the Error. If it does not affect the use of the Products, the Supplier is always entitled, in lieu of remedial measures, to give the Customer instructions on how to avoid or circumvent the Fault.
9.8 If rectification has not taken place within the time specified in point 9.7 above, the Customer is entitled to a price deduction with an amount corresponding to the cost of rectification of the Fault, however at most corresponding to twenty (20) percent of the agreed price for the Products.
9.9 If, during the work on remedying the Error, it emerges that the Error is due to the Customer or a situation for which the Customer is responsible, the Supplier is entitled to compensation for the costs the Supplier had to remedy the Error
9.10 The customer is not entitled to any other penalty in case of Error than remedy or price reduction, and not on any other terms than what is stated in this section 9.
10.1 Ownership of the Products does not pass to the Customer until the Products have been paid for in full. The Supplier reserves the right to take back the Products until the Customer has fulfilled all payment obligations according to the Agreement. Under no circumstances does the Customer have the right to sell, rent, pledge or otherwise dispose of the Products or part of them or integrate them with other property before ownership has completely passed to the Customer.
12.1 The supplier must have signed the necessary for his commitments according to the Agreement
liability insurance amounting to a satisfactory amount. The insurance shall include protection for property stored by the Supplier in which the Customer has an interest. The insurance must also cover product liability. The supplier must, upon request, provide the customer with a copy of his insurance policy.
12.2 The customer must have taken out the required insurance which includes protection for such liability arising from section 11
13.1 The supplier is responsible for damage that occurs due to negligence under the Agreement. However, in the case of deviations specified in sections 6 and 9, the Customer is not entitled to any compensation other than what is expressly stated there.
13.2 The Customer’s right to compensation from the Supplier due to breach of the Agreement is further limited to compensation for direct damage and loss. In no case is the customer entitled to compensation for indirect damage or other consequential damage such as loss of profit.
13.3 The Supplier’s liability is limited to an amount corresponding to the compensation the Customer has to pay for the Products covered by the delivery, or partial delivery, according to the Agreement during which the damage has been caused.
13.4 The limitation of liability above shall be adjusted if the damage has occurred as a result of grossly negligent or willful wrongdoing on the part of the Supplier.
13.5 The customer loses the right to compensation if a claim to that effect is not made in writing without delay and at the latest within three (3) months from the time the damage was discovered or not discovered.
14.1 If the Supplier is prevented from fully or partially fulfilling its obligations under the Agreement due to circumstances beyond the Supplier’s control, such as a pandemic (e.g. but not exclusively Covid-19), lightning, fire, flood or other natural event, strike , labor conflict, war, mobilization or military call-up, riot, seizure, authority’s decision or regulation, terrorism or any other circumstance beyond the Supplier’s reasonable control constitutes this ground for exemption which brings forward the date of performance and exemption from possible damages and all other penalties according to the Agreement.
14.2 What is stated in 14.1 applies correspondingly if such a circumstance affects a subcontractor to the Supplier and the resulting error or delay in services or products that the Supplier procures from such subcontractor.
14.3 If the Supplier considers that a preventing circumstance according to 14.1-14.2 above
exists, the Customer shall be informed thereof without delay. The parties must consult about which measures should be taken due to the current circumstance.
14.4 If the fulfillment of the Agreement is prevented to a significant extent for longer than three (3) months due to such a circumstance as stated in 14.1-14.2 above, the Supplier has the right to withdraw from the Agreement in writing with immediate effect. In the event of such withdrawal, each Party shall bear its own costs caused by the withdrawal.
15.1 The Customer shall make payment according to the Agreement, including any price adjustments according to section 7, against invoice twenty (20) days net after delivery or partial delivery of the Products and, when applicable, the Supplier’s performance of installation or other service.
15.2 In case of late payment, late payment interest is payable according to the Interest Act until full payment is made.
15.3 In case of late payment, the Supplier has the right to withhold delivery from others
Products and performance of services ordered by the Customer if payment has not been made no later than fourteen (14) days after the first payment reminder was sent to the Customer.
16.1 The parties undertake to observe confidentiality during the term of the agreement and for a further period of five (5) years after the termination of the agreement and not to disclose to third parties confidential information, which party received from the other party in connection with the agreement, regardless of in what form or media in which the information is obtained or if information is submitted in writing or orally.
16.2 ” Confidential information ” refers to such information that the Party has expressly stated must be confidential as well as all other information relating to the Party’s operations, information of a business, financial, commercial and technical nature, information relating to products and development, company secrets, know-how, information on personnel , consultants, customers and suppliers regarding each Party, the content of this Agreement and other information if it appears from the circumstances that the information is of a confidential nature.
16.3 The Party also undertakes not to use the other Party’s Confidential Information for its own sake or that of others in any other way than for the fulfillment of the Party’s obligations under the Agreement. Each Party further undertakes to ensure that all recipients to whom Confidential Information is disclosed in order to fulfill their obligations under the Agreement undertake to comply with the provisions on confidentiality in the Agreement.
17.1 The party always has the right to terminate the Agreement with immediate effect:
a) If the other Party violates its obligations under the Agreement without having taken corrective action within thirty (30) days from the prejudiced Party’s request for this. However, the right to take rectification first does not exist in the event of a material breach of contract.
b) If the Party is declared bankrupt, initiates settlement negotiations, suspends payments or must otherwise be deemed to have reached insolvency.
17.2 Termination must be in writing to be valid.
17.3 If the Supplier terminates the Agreement in accordance with 17.1, the Supplier has no obligation to deliver the Products and, where applicable, services or assembly. The Supplier is entitled to compensation for all damage that the Supplier suffers as a result of the Customer’s breach of contract.
18.1 The Party does not have the right to transfer its rights or obligations under the Agreement to another party without the other Party’s written consent. However, the Party always has the right to assign the Agreement to a company in relation to which the Party is in a group relationship. The supplier also always has the right to transfer with consent the right to receive payment according to the Agreement.
19.1 Notifications regarding the Agreement must be made in writing via letter or e-mail. Notification shall be deemed to have reached the other Party:
a) if sent by letter; five (5) days after mailing for postal forwarding,
b) if sent by email; upon receipt if the recipient has duly acknowledged receipt alternatively five (5) days after it was received by the recipient’s email server.
19.2 Termination must be in writing to be valid.
19.3 If the Supplier terminates the Agreement in accordance with 17.1, the Supplier has no obligation to deliver the Products and, where applicable, services or assembly. The Supplier is entitled to compensation for all damage that the Supplier suffers as a result of the Customer’s breach of contract.
20.1 Swedish substantive law shall be applied to this Agreement and related legal relationships. Disputes regarding the interpretation or application of the Agreement and related legal relationships shall be settled by a Swedish general court with the Gothenburg district court as the first instance.