GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES 

These are the General Terms and Conditions (the “Terms”) of PLM Group Sverige Aktiebolag, company registration number 556420-1456, registered address Margretelundsvägen 1, 331 34 Värnamo, Sweden (hereinafter referred as “PLM”).  

These Terms, the Terms of Service of PLM Group AB Webshop and Terms of Service Agreement (collectively the “Agreement”) governs all the purchases from PLM and all its subsidiaries. 

The acceptance of PLM’s offer explicitly entails the acceptance of the Agreement. PLM expressly objects to any additional or different terms proposed by the Buyer unless mutually agreed and signed, in writing, by both parties. 

Any alterations or deviations from the Agreement shall not be effective or binding unless mutually agreed upon in writing by both parties. 

In the absence of a signature, the Agreement remains legally binding and effective, governing the rights and responsibilities of the involved parties.

Any advice, recommendation or representation provided by PLM, its employees, or agents to the Buyer, its employees, or agents regarding the storage, application, or use of the Device, unless explicitly confirmed in writing by PLM, is solely followed or acted upon at the Buyer’s risk.

Therefore, PLM bears no liability for any such advice, suggestion, or statement that lacks written confirmation. 

1. DEFINITIONS 

“Agreement” refers collectively to these General Terms and Conditions, the Terms of Service of PLM AB Group Webshop and Terms of Service Agreement, as appropriate for the execution of the delivery and services, encompassing any agreed upon modifications and extensions documented in writing to the mentioned documentations. 

“Buyer” refers to the organisation who place a purchase order from PLM.

“Delivery date” refers to the date specified by PLM to the Buyer when the Device is to be delivered. 

“Device” refers to the articles to the supplied to the Buyer by PLM. 

“Gross Negligence” refers to an act or omission implying either a failure to pay due to regard to serious consequences, which a conscientious contracting party would normally foresee as likely to ensure, or a deliverable disregard of the consequences of such an act or omission.

“PLM personnel” refers to both the personnel directly employed by PLM and the personnel of installation service providers that PLM has engaged to conduct the installation on their behalf.

“Price” refers to the price indicated by PLM, which may be revised periodically, or any alternative price mutually agreed upon in writing by the involved parties. This encompasses additional charges such as transportation, packaging, insurance, or any other fees or interest as quoted by PLM or as per the stipulated specified in this Agreement. 

“Service Parts” refers to the components of the Device requiring replacement as part of preventive maintenance. The Agreement will specify the Service Parts and the intervals at which they shall be replaced. 

“Site” refers to the designated area for Device installation, encompassing the necessary space for unloading, storage, internal transport of the Device, and accommodation of installation equipment.  

2. PRODUCT INFORMATION 

The information and pricing detailed in the product information and price lists hold binding authority solely when specifically referenced in the Agreement.   

3. TECHNICAL DOCUMENTS AND TECHNICAL INFORMATION 

1. All drawings and technical documents related to the Device, or their production provided by one party to the other, either before or after the Agreements formation, shall remain the exclusive property of the submitting party. 
2. Without the explicit consent of the other party, any drawings, technical documents, or other technical information received shall not be used for purposes other than those for which they were initially submitted. These materials may not be copied, reproduced, transmitted, or shared with a third party without the express consent of the other party. 
3. PLM shall, at the latest upon delivering the goods, provide the Buyer, at no additional cost, with one copy, or an agreed larger number of copies, of detailed drawings and technical documents. These documents shall enable the Buyer to conduct installation, commissioning, operation, and maintenance tasks, including running repairs, for all components of the Device.  
4. PLM is not obligated to provide manufacturing drawings of the Device or spare parts. In instances where PLM or an installation service provider conducts the installation of the Device in accordance with the terms of the Agreement, PLM’s responsibility will solely entail providing documentation essential for the operation and maintenance tasks of the Device.  

4. DELIVERY TEST 

1. In the absence of any agreement specifying the location for the delivery test, it shall be defaulted to being conducted at the place of manufacture of the Device or designated area of where the Device is held unless PLM stipulates otherwise.  
2. PLM shall notify the Buyer in writing of the delivery test in sufficient time to permit the Buyer to be present at the test. If the Buyer has received such notice, the test may be carried out even if the Buyer is not represented at the test. 
3. PLM or, upon request by PLM, the installation service provider will document the test and provide the test report to the Buyer. In the event that the Buyer is unable to attend the test, the test report will be dispatched to the Buyer. In the absence of any contrary indication from the Buyer, and within five (5) days from receiving the report, the report shall be deemed as an accurate description of the test’s execution and its outcomes.  
4. If the Device fail to meet the Agreements specifications during the delivery test, PLM, or the installation service provider upon the request by PLM, will promptly take the necessary steps to ensure that the Device align with the Agreement. Upon the Buyer’s request, a new test will be conducted. 
   
   However, if the defect is deemed insignificant, the Buyer may not demand a new test. The determination of whether a defect is considered insignificant rests solely with PLM and not the Buyer.   
5. Unless otherwise agreed upon, PLM is accountable for all expenses associated with delivery tests conducted at the Device’s manufacturing or designated Site. Concurrently, during these tests, the Buyer shall be responsible for covering the travel, living expenses, and any other related costs incurred by their representatives.  

5. PREPARATORY MEASURES BY THE PARTIES 

PLM

1. PLM is required to promptly deliver drawings indicating the installation method for the Device. These drawings should include all details necessary for the preparation of appropriate foundations, establishing access for the Device and any essential equipment to the Site, and facilitating all required connection to the installation.  
2. If, within one year of taking over the Device, any errors or omissions in the drawings or information are identified by PLM or reported to them in writing, PLM shall undertake the necessary corrective measures at their own expense. 

The Buyer 

3. The Buyer must undertake preparatory measures in a timely manner to ensure that the prerequisites for the Device’s installation and the proper functioning of the installation are met. These undertakings are not applicable in those instances where the preparatory measures are to be carried out by PLM or by an installation service provider. 
4. The preparatory tasks set out within the paragraph above, must be carried out by the Buyer according to the drawings and information provided by PLM in paragraph 5 i).  
   
   The Buyer is also responsible for ensuring that the foundations are structurally sound. If the Buyer is accountable for transporting the Device to the Site, it is essential that the Device arrives at the Site before the agreed upon start date for the installation work. 

5. The Buyer is responsible for ensuring the following:  
   • PLM’s personnel can commence work in accordance with the agreed upon schedule and work within regular working hours. If provided with prior written notice within a reasonable time, the installation may be conducted outside regular working hours, as deemed necessary by PLM. 
   • The Buyer shall, before installation commences, inform PLM in writing of all pertinent safety regulations applicable at the Site. Installation should not occur in unsafe or hazardous environments. All required Site safety measures must be in place before installation begins and should be maintained. 
   • PLM’s personnel should, when applicable, have access to suitable and convenient accommodation near the Site and be provided with internationally acceptable hygiene facilities and medical services. 
   • The Buyer shall provide, at the appropriate time and free of charge, all essential cranes, lifting equipment, transport equipment on the Site, auxiliary tools, machinery, materials, supplies (including fuel, oils, grease, gas, water, electricity, steam, compressed air, heating, lighting, etc.), and PLM’s measuring and testing instruments on the Site. PLM’s requirements concerning cranes, lifting equipment, measuring and testing instruments, and Site transport equipment should be specified in writing by PLM at least one (1) month before the agreed installation commencement date. 
   • The Buyer shall provide free office space with telephone and internet access to PLM’s personnel, as required, on the Site. 
   • Necessary storage facilities, ensuring protection against theft and deterioration of the Device, installation tools, equipment, and personal effects of PLM’s personnel, should be provided by the Buyer free of charge. 
   • The access routes to the Site must be appropriate for transporting the Device and PLM’s equipment as needed. 
6. At PLM’s request, the Buyer shall provide, at no cost, labor and operators as specified in the Agreement or reasonably required for its fulfillment. These personnel shall bring their own tools. PLM shall not be responsible for the actions of the provided labor. 
7. If requested, the Buyer shall aid in the import and re-export of the PLM’s tools and equipment, including assistance with customs procedures, without charge. 
8. The Buyer shall, if applicable, assist in securing visas, official entry/exit permits, work permits, and tax certificates required in the Buyer’s country for PLM’s personnel, granting them access to the Site, at no cost. 
9. Upon notice of Device readiness for dispatch, both parties shall appoint a representative in writing to oversee Site work. Representatives, present during working hours, are empowered to act on behalf of their respective parties in installation related matters. When written notice is stipulated, these representatives are authorized to receive such notifications. 

6. BUYER’S FAILURE OF OBLIGATIONS  

1. In the event of the Buyers’s failure to fulfill timely and accurately the obligations necessary for installation, including compliance with paragraph 5 iii)- iv), and 5 v) – ix) the following shall apply:  
   • PLM may, at their discretion, carry out or engage a third party to perform the Buyer’s obligations or undertake appropriate measures to mitigate the effects of the Buyer’s default. 
   • If the Device has not yet been delivered to the Site, PLM shall arrange Device storage at the Buyer’s risk and, if requested, insure the Device. 
   • PLM may suspend, wholly or partially, the performance of the Agreement and shall promptly notify the Buyer in writing of such suspension. 
   • The Buyer shall pay any due part of the Agreement Price that would have been payable but for the default. 
   • The Buyer shall reimburse PLM for reasonably incurred costs caused by the Buyers failure to fulfil their obligations under the Agreement. 

7. DELIVERY AND PASSING OF THE RISK 

The risk of loss or damage to the Device shall transfer to the Buyer in accordance with the agreed trade term, interpreted per the INCOTERMS® applicable at the Agreement’s formation date. In the absence of a specific trade term agreement, the delivery of the Device shall be DAP at the designated location by PLM.  

Upon taking over of the Device and/or Service Parts any risk not covered in the initial paragraph of this paragraph shall pass to the Buyer. Loss or damage to the Device or Service Parts following the transfer of risk to the Buyer will be the Buyer’s responsibility, except in cases where such loss or damage stems from the PLM’s Gross Negligence. 

8. DELIVERY AND DELAYS

1. If the parties agreed to a delivery period instead of a fixed date, it commences at the Agreement’s formation. 
2. Should PLM anticipate a delay in delivering goods or be unable to meet the agreed delivery time, they must promptly notify the Buyer in writing, stating the cause and a foreseeable delivery timeframe. Failure to provide timely notice obligates PLM to reimburse the Buyer for avoidable additional expenses. 
3. Circumstances that fall within a Force Majeure Event or delays caused by the Buyer extend the delivery period reasonably. The extension applies even if the delay occurs after the initial agreed delivery time. 
4. Failure by PLM to deliver on time allows the Buyer to claim liquidated damages. Calculated at 0.5% of the agreed Price per complete week of delay, not exceeding 7.5% of the affected Price portion, these damages become due upon written demand by the Buyer after full delivery or contract termination under paragraph 8 v).  
   
   The Buyer loses the right to claim if a written request is not made within six months after the intended delivery date. 
5. If maximum liquidated damages are due and goods remain undelivered, the Buyer can demand delivery within a final reasonable period, no less than one week. If PLM fails to deliver within this final period, attributable to reasons beyond the Buyer’s responsibility, the Buyer reserves the right to terminate the contract concerning the undelivered portion and seek compensation for further incurred losses. 
6. If the Buyer anticipates an inability to receive goods on the agreed date, they must inform PLM promptly in writing, stating the cause and a potential revised delivery time. Failure to receive the Device obligates the Buyer to make payments as if delivered and bear storage expenses at their risk, unless specified otherwise. 
7. Unless due to circumstances that fall under a Force Majeure Event, PLM can request the Buyer to accept delivery within a reasonable period. Failure to comply permits PLM to terminate the Agreement for the undelivered Device or Service Parts due to Buyer default, claiming compensation for resultant losses. 

9. PAYMENT 

1. Unless specified otherwise, the agreed purchase price, inclusive of applicable value-added tax, is invoiced in three installments: 
   • One-third upon contract formation. 
   • Another third upon PLM’s written notice of the bulk of goods ready for delivery. 
   • The final payment upon delivery of the goods. 

Payment becomes due 30 days after the invoice date. 

2. If the Buyer fails to make payment, PLM reserves the right to charge interest as per Swedish law from the due date. PLM may suspend contractual obligations after notifying the Buyer in writing until payment is received. 
3. If the Buyer defaults on payment for three months past the due date, PLM can terminate the Agreement by written notice to the Buyer. Besides the late payment interest, PLM may claim compensation for incurred losses, capped at the agreed purchase price. 

10. RETENTION OF TITLE 

PLM retains ownership of the Device and Service Parts until it is fully paid for, encompassing both the Device’s and Service Part’s cost and installation expenses, as per the applicable law. 

Upon request, the Buyer shall aid PLM in taking essential actions to safeguard PLM’s ownership rights to the Device and any Service Parts. 

However, the retention of title does not impact the transfer of risk, as outlined in paragraph 7. 

11. LIABILITY FOR DAMAGE TO THE DEVICE BEFORE THE PASSING OF THE RISK 

1. PLM holds liability for any damage to the Device and Service Parts prior to the Buyer assuming risk, except if caused by the Buyer or any affiliated party during Agreement performance. If PLM isn’t accountable for the Devices’ and/or Service Parts’ damage(s) in accordance to this paragraph, the Buyer retains the right to request PLM to remedy the damage, even if it incurs costs to the Buyer. 
2. PLM is responsible for damage to the Buyer’s property before the Devices and/or Service Parts takeover only if negligence by PLM or their affiliates during the Agreement performance is proven.  
   
   PLM bears no liability for loss of production, profit, or any other consequential or indirect losses under any circumstances.  

12. LIABILITY FOR DEFECTS OF THE DEVICE 

1. PLM is responsible for rectifying any defect or nonconformity in the Device resulting from faulty design, materials, or workmanship. 
2. PLM is not accountable for defects arising from materials provided or a design specified by the Buyer. 
3. PLM’s liability is limited to defects that arise under the specified operational conditions outlined in the Agreement and through the proper use of the Device. 
4. PLM is not accountable for defects arising after the risk transfers to the Buyer, such as those resulting from inadequate maintenance, improper repairs by the Buyer, or unauthorized alterations made without PLM’s written consent.  
   
   PLM shall also not be responsible for normal wear and tear or deterioration. 
5. PLM’s liability is limited to defects appearing within one (1) year from the takeover. If the Device are used beyond the agreed upon scope, this period shall be proportionately reduced. However, if the takeover is delayed due to reasons attributable to the Buyer, PLM’s liability for defects, except as detailed in paragraph directly below, shall not extend beyond 18 months after the delivery of the Device. 
6. After rectifying a defect in a part of the Device, PLM assumes liability for the repaired or Service Part under the same terms as the original Device for a period of one year. Regarding the remaining parts affected, the timeframe outlined in the paragraph directly above will be extended only by a duration equivalent to the period in which, and to the extent that, the Device were unusable due to the identified defect. 
7. The Buyer is required to promptly inform PLM in writing of any defect observed, without undue delay after its appearance, and in no instance later than two (2) weeks following the expiration of the liability period outlined in Paragraph 12 v), as supplemented by paragraph 12 vi). This notification must include a detailed description of how the defect is evident.  
   
   Failure by the Buyer to provide written notice within the specified timeframes results in the forfeiture of their right to make a claim regarding the defect. 
8. If there is a possibility that the defect might cause damage, immediate notice should be given. Failure to provide immediate notice in such instances results in the Buyer losing the right to make any claims based on damage that occurs and could have been prevented if the notice had been promptly given. 
9. Upon receiving written notice in accordance with paragraph 12 vii) PLM is obligated to promptly address the defect without unnecessary delay. During this period, PLM will ensure that the timing of the remedial work is scheduled to avoid undue disruption to the Buyer’s operations. The costs associated with these remedial actions are outlined in paragraph 12 i) – xiv).  
   
   PLM is typically responsible for conducting the remedial work at the Buyer’s premises, unless it’s deemed more suitable by PLM to have the defective part or goods sent to their own premises for repair or replacement. If dismantling and re-installation of the part require specialized knowledge, PLM will handle these tasks. However, if such expertise is unnecessary, PLM’s obligation regarding the defect is considered fulfilled upon delivering a duly repaired or replaced part to the Buyer. 
10. If the Buyer provides the notice as described in paragraph 12 vii), and no defect is discovered for which PLM holds liability, PLM is entitled to reimbursement for the expenses and labor incurred due to the notice. 
11. Should rectification of the defect necessitate involvement with equipment other than the Device, the Buyer assumes responsibility for any ensuing work or costs. 
12. All transportation related to repair or replacement will be covered by PLM, including associated risks and expenses. The Buyer must adhere to PLM’s instructions concerning the transport process. 
13. The Buyer will be responsible for covering any additional costs incurred by PLM to rectify a defect when the goods are situated at a location other than the specified destination within the Agreement or, in the absence of a specified destination, the place of delivery. 
14. Service Parts under paragraph 12 will be deemed as property of PLM. 
15. Notwithstanding anything to the contrary in this Agreement, PLM’s liability for defect in any part of the Device extends for a maximum of two (2) years from the commencement of the liability period set forth within paragraph 12 v).  
16. PLM’s liability for defects is confined to the terms outlined in paragraph 12 i) – xvi). This limitation includes any consequential economic loss resulting from the defect, such as loss of production or profit. However, this restriction on PLM’s liability does not apply in cases where gross negligence on PLM’s part is established. 

13. INDEMNIFICATION 

The Buyer shall hold PLM harmless and indemnify them against liabilities to third parties, provided that PLM is not liable to the Buyer as per the conditions outlined in the second and third paragraphs of this paragraph. 

PLM bears no liability for damages resulting from the Device: 

1. To any property, whether movable or immovable, or consequential losses arising while the goods are in the Buyer’s possession, or  
2. To products manufactured by the Buyer or products in which the Buyer’s products are incorporated. 

The limitations on PLM’s liability mentioned above are inapplicable in cases of Gross Negligence on PLM’s part. 

In the event of a compensation claim by a third party against PLM or Buyer for losses or damages under this paragraph, the other party must be promptly notified in writing.

Both PLM and the Buyer shall be mutually obligated to attend the court or arbitral tribunal handling claims against either party for alleged damage or loss caused by the goods.

Notwithstanding anything to the contrary, liability between PLM and the Buyer shall always be resolved in accordance with paragraph 15 “GOVERING LAW AND DISPUTE RESOLUTION” below. 

14. GROUNDS FOR RELIEF (FORCE MAJEURE) 

Neither party shall be held accountable to the other for failure or delay in fulfilling any obligations under this Agreement, or for other non-performance, if such delay or non-performance results from industrial disputes, pandemic, strike, labor disturbances, fire, flood, riot, governmental or local authority actions, terrorism, or any other cause beyond the reasonable control of the affected party (referred to as a “Force Majeure Event“).

Upon encountering a Force Majeure Event, the affected party shall promptly notify the other party and make commercially reasonable efforts to resolve or mitigate the impediment to performance. Should a Force Majeure Event persist for more than six (6) months, either party may terminate this Agreement with immediate effect.

A Force Majeure Event occurring before the formation of this Agreement permits termination only if its impact on the Agreement’s performance could not have been foreseen at the time of its formation.

If a Force Majeure Event partially affects either party’s performance obligations under this Agreement, the impacted party remains liable for fulfilling unaffected obligations.

The party seeking relief must notify the other Party promptly in writing upon the occurrence or cessation of the circumstance. 

In the event that the Buyer’s inability to fulfill obligations results from Force Majeure, the Buyer is obliged to reimburse PLM for expenses incurred in securing and safeguarding the goods. 

15. GOVERING LAW AND DISPUTE RESOLUTION 

Any dispute, controversy, or claim arising from or relating to this Agreement, inclusive of its formation, interpretation, breach, or termination, shall be first subject to negotiation and good-faith discussions between the parties in an attempt to amicably resolve the matter.

This Agreement is governed by and construed in accordance with the laws of Sweden. Any unresolved dispute arising from or related to this Agreement shall be exclusively submitted to the jurisdiction of the courts in Sweden for resolution.