General Purchasing Conditions
Application
These general purchasing conditions will apply unless otherwise stated in an order, or unless otherwise agreed in writing by the supplier (the "Supplier") and Kinnarps AB
("KAB") (The Supplier and KAB are hereinafter collectively referred to as the "Parties" and individually as a "Party").
Delivery terms
Delivery terms shall be interpreted in accordance with the current edition of Incoterms.
Prices
The agreed prices are fixed and may not be changed to cover costs or adjusted in any other way.
Prices – Services
Unless otherwise agreed KAB shall pay on a time and material basis at the hourly rate and other charges agreed between the Parties. The agreed prices are fixed and exclusive of VAT. Reimbursements for travels and other charges will only be made if the costs have been approved by KAB in writing in advance.
Production documentation
Production documentation provided by KAB, or any copies thereof, is the property of KAB. Any such documentation may only be used by the Supplier for the fulfillment of the Supplier's obligations under the agreement with KAB, and may not be transferred to any third party without KAB's prior written approval. At KAB's request, the Supplier shall immediately return such above-mentioned documentation.
Material supplied
Any material supplied by KAB is the property of KAB and must be stored separately from other material by the Supplier. Such KAB's material also includes, but is not limited to, cutting chips and scrap. KAB may against remuneration transfer such material to the Supplier.
Models and tools
Models and tools provided by KAB to the Supplier are the property of KAB. Models and tools as well as other production equipment manufactured in accordance with KAB's construction/design documents and/or specifications must solely be used for the manufacturing of articles and products on behalf of KAB. The Supplier shall store and handle models and tools with care, and carry out any necessary maintenance to ensure that the models and/or tools are kept in productive
condition. The Supplier shall, in good time, inform KAB in writing of any necessary replacement of models and/or tools. The Supplier shall mark and label models and tools in accordance with KAB's written instructions. The Supplier undertakes to keep models and tools properly insured. At KAB's request, the Supplier shall make an inventory of models and tools and supply KAB with written documentation of such performed inventory. In the event of seizure, bankruptcy or similar action, the Supplier shall protect KAB's interest in and right to models and tools. The Supplier must without delay inform KAB when the Supplier becomes aware of any such action(s) that may be enforced. On KAB's request, the Supplier shall place models and tools at KAB's disposal without delay. Only KAB may decide on any scrapping of models and/or tools.
Initial sample
Initial samples are subject to KAB's written instructions. In the event of a purchase, KAB's approval of initial samples of the goods shall not relieve the Supplier from the obligation to always deliver goods in accordance with the specification agreed between the Parties. In KAB's purchasing of functions, processes or systems, the Supplier is always liable for faults and/or deficiencies that occur after KAB's approval of initial samples. This applies to functions/processes/systems which are not developed by KAB or within KAB's ability to inspect.
Quality management
The Supplier shall have a quality management system of its manufacturing process and of its articles/products and such articles/products shall meet the agreed specifications and quality requirements at delivery. KAB has the right, after reasonable prior written notice, to review and inspect on site the Supplier's quality system and verify the Supplier's production of goods. If the Supplier uses sub-contractors, then the Supplier shall procure that KAB may review and conduct inspections on site also of the sub-contractor's operations and quality system. Upon KAB's request, the Supplier shall provide KAB with results and documentation from capability reviews of the Supplier's production processes of articles and/or products to KAB and shall also provide KAB with written information and certificates regarding origin and authenticity.
Payment and delivery terms
Unless otherwise agreed between the Parties, payment is due within 60 days calculated from the latest of the following dates: invoice received by KAB or delivery date. Delivery terms are FCA (Incoterms 2010).
Layout of the invoice – Services
The Supplier’s invoices shall include information on KAB’s order and the corresponding work performed, amount of hours spent, the hourly rate, expenses and other charges.
Delivery date
The date of arrival of ordered goods at KAB is stated in the order. Delivery dates must be adhered to exactly. Deliveries in part, excess deliveries or deliveries prior to the agreed date may only take place with KAB's prior approval. If there is a risk of delayed delivery, then the Supplier shall immediately inform KAB of the delay and in writing state the reason to the delay, new delivery date and actions taken by the Supplier to avoid future delays. KAB retains the right to charge any costs and damages incurred due to delivery problems and delays of the Supplier.
Confidentiality
A Party may not during the duration of the agreement and not thereafter disclose confidential information received from the other party. Neither may documents or other information received from the Party be disclosed. The Parties undertake to take the precautions necessary to ensure that Confidential Information is not disclosed by employees and others in violation of this clause. The Supplier may not use Confidential Information nor the information of the Parties’ agreement and neither Kinnarps’ intellectual property rights for advertising purposes nor for references, unless Kinnarps has given its written approval.
Responsibility for defects and complaints
The Supplier is responsible for and undertakes to rectify all defects which occur as a result of faults in design, material, specifications or the manufacturing process of the goods. KAB has the right to unilaterally decide whether the Supplier shall (i) repair or exchange the defective goods or (ii) reimburse KAB with a price reduction. The Supplier's responsibility and undertaking that the delivered goods is free from defects shall apply for defects discovered within twelve (12) months from the date when KAB has delivered the goods to the end user but no longer than 72 months from the Supplier's delivery of the products to KAB. If KAB discovers defects in the delivered goods, then KAB shall issue a written notification to the Supplier. If the goods are returned to the Supplier, then KAB shall be credited by the Supplier with an amount corresponding to the value of the defective goods. The Supplier shall issue a credit note on such amount within 14 days after the goods has been returned by KAB to the Supplier. Replacement delivery shall be carried out in accordance with a new order from KAB. If a defect is not rectified within the period agreed between the Parties or if it is obvious that no action to rectify the defect will or can be taken, then KAB has the right, after notifying the Supplier, to rectify the defect on the Supplier's expense. The Supplier undertakes to hold KAB harmless from all costs and damages due to defective or late delivered goods and for any disruption in the Supplier's production and/or quality processes. Any transportation of defective goods is on the Suppliers expense and risk.
Product liability
The Supplier shall reimburse and indemnify KAB for any and all claims from third parties, and for any costs and losses suffered by KAB, as a result of injuries to person and/or property caused by the goods supplied by the Supplier.
Liability – Services
The Supplier shall perform the work ordered by KAB in a professional manner and with personnel who are qualified, competent and suitable for the work. The Supplier shall perform the ordered services without errors. Any errors made shall be corrected as soon as possible by the Supplier. Should the Supplier not rectify the errors made within the by KAB stipulated time frame, KAB has the right to terminate the order and the agreement with immediate effect. The Supplier is liable for all damages and costs suffered by KAB due to errors made by the Supplier in their performance of the work.
Liquidated damages
KAB is entitled to liquidated damages corresponding to 5% of the order value per started week of delay, however maximum 20% of the order value. If KAB has suffered greater damages than the received liquidated damages, the Supplier shall compensate KAB for this. In case the Supplier is liable to pay the maximum liquidated damages, KAB has the right to terminate the order and the agreement immediately.
Termination
KAB has the right to terminate or rescind the agreement between the Parties if the Supplier has caused delivery problems or has delivered defective goods or if the Supplier has delivered goods or services which is defective in any way and such defect has caused substantial inconvenience for KAB.
Intellectual Property Rights
The Supplier grants Kinnarps a perpetual, free of charge, non-exclusive right to: copy, develop, change and to make public the material and results of the ordered work/goods provided by the Supplier to KAB. To the extent there are parts of the ordered work/goods belonging to a third party, Kinnarps does not have the right to modify such parts without the consent of the third party.
The Supplier is responsible for ensuring that there is no need for any additional licenses or royalty payment with regards to the delivered goods or services. The Supplier is liable to compensate Kinnarps for all costs and damages and at own expense defend Kinnarps from claims or actions due to infringements in any rights of a third party, due to Kinnarps use of the goods or services provided to KAB.
The supplier's subcontractors
The Supplier has the right to use subcontractors. If the Supplier uses subcontractors, then the Supplier has the same liability towards KAB for goods supplied to KAB as if the Supplier has produced and/or delivered the goods and/or services himself. KAB has the right to prohibit the Supplier to use a certain subcontractor. The Supplier shall in writing inform KAB of any changes made in the Supplier's production process, use of subcontractors etc.
Dispute resolution and choice of law
Any disputes arising from the agreement or in connection with the Parties' agreement shall be finally settled by arbitration in accordance with Arbitration Rules of the Arbitration Institute of the Stockholm Chamber (the 'Institute'). However, if the disputed amount is below SEK 500 000 then the dispute shall be settled in Swedish
general court if KAB so demands. If the disputed amount is below SEK 2 000 000 (two million), then the arbitral tribunal shall consist of a sole arbitrator. If the disputed amount is above SEK 2 000 000 (two million), then the arbitral tribunal shall consist of three arbitrators. The calculation of the disputed amount shall be in accordance with the Institute's rules of how to define the disputed amount. The arbitration shall take place in Jönköping. The substantial laws of Sweden - with the exception of its choice-of-law principles, shall apply.