1.1 These general conditions apply to e-motions Europe AB's, org. no. 556957-7769 ("e-motions") deliveries of products (including any agreed assembly) to the Customer. Current product and other conditions specific to the delivery can be seen in the order confirmation that e-motions provides to the Customer after the Customer has accepted and signed the offer ("Product" and "Installation" and "Order Confirmation").
2.1 Listed below are the contractual documents that are valid for e-motions deliveries of the Product including possibly agreed assembly.
The order confirmation
These general conditions
NLM 19
Provisions for the provision of technical personnel on an ongoing basis, TPL15. (Sub-annex)
The above contractual documents complement each other. In the event of a conflict between the contractual documents listed above, they apply in the order above.
3.1 A written quotation is valid for 30 days from the quotation date, unless otherwise stated in the quotation. An agreement shall be deemed to have been concluded when the recipient of the quotation (the "Order") has accepted the quotation by signing it and subsequently received the Order Confirmation from e-motions. The customer has a responsibility to carefully check that the Order confirmation is correct and immediately notify e-motions in the event that it contains inaccuracies, however no later than within 3 days of receiving the Order confirmation.
3.2 In connection with signing the quotation, the customer must specify the e-mail address to which the customer wishes e-motions to send invoices and other messages from time to time.
4.1 After the Order Confirmation has been issued, the manufacturing of the Product begins.
4.2 When the Product is ready, testing of the Product takes place under conditions similar to production if a special agreement has been reached ("Production test"). If the Product during the production test turns out to be in a non-contractual condition, e-motions must arrange for the Product to be put in a contractual condition. By contractual condition is meant compliance with the Order Confirmation.
4.3 Delivery of the Product must take place FCA (Incoterms 2020). Delivery must take place no later than the final delivery date specified in the Order Confirmation. Risk transfers from e-motions to the Customer when the Product is loaded at the specified location on the means of transport provided by the Customer.
4.4 e-motions takes care of installation/assembly of the Product at the Customer's premises after the Product has been delivered there if this follows from the Order Confirmation. Before the installation, the customer must ensure that a prepared and designated place is available in the customer's premises and that this is cleaned before the installation, and that the electricity and air supply is present. Appendix 1 (Regulations for the provision of technical personnel on an ongoing basis, TP L 15) are applicable as far as the personnel that e-motions provides for work on the Customer's premises are concerned.
4.5 When the Facility is installed at the Customer's premises, the Facility must be test-run at the Customer's premises ("Acceptance test") to ensure that the Product is in contractual condition if this appears in the Order Confirmation. By contractual condition is meant compliance with the Order Confirmation.
4.6 In the event that a Acceptance test has been agreed upon, representatives of the Customer and e-motions must be present at the test. The customer is responsible for ensuring that details to be used in the test as well as other necessary material are available at the time the Acceptance test is to be carried out.
4.7 After an approved Acceptance Test, the Customer shall be considered to have taken over the product. The acceptance test is considered approved if the Facility is in accordance with the Order Confirmation. The customer may not put the Product into operation before taking over has taken place. In the event that a Acceptance Test has not been agreed upon, the Product shall be deemed to have been taken over by the Customer in connection with the delivery according to point 4.3 and then also deemed to be in contractual condition.
4.8 When takeover has taken place, e-motions must hold training for the Customer and CE mark the Product.
5.1 Estimated delivery time (stated in estimated number of weeks/months) must be stated in the quotation. The final delivery date is stated in the Order Confirmation. Delivery of the Facility shall be considered completed when the Product is taken over by the Customer according to p. 4.6. In the event of a delay due to an extenuating circumstance according to point 14 or in cases where e-motion's subcontractors have not delivered material as agreed, the delivery time and the time for taking over shall be extended by a time which, taking into account all the circumstances, can be considered reasonable.
5.2 If takeover of the Facility does not take place within the prescribed time, the Customer is entitled to a fine from the time the takeover would have taken place. The penalty is 0.5% of the contract sum for the Facility for each full week the delay lasts. However, the fine may not exceed 5% of the contract sum for the Facility.
6.1 e-motions recommends the Customer to use the software and other digitized services that e-motions offers. Ordering of software and other digitized services is concluded through a separate agreement.
7.1 e-motions provides a guarantee of twelve (12) months from the date of takeover regarding errors which mean that the Facility is not in compliance with the Order Confirmation. A prerequisite for the warranty to apply is that the Product has been cared for and maintained in accordance with the user manual. Wear parts are not covered by the warranty. The guarantee does not apply if the Customer has used the Facility for more than two shifts.
7.2 If an error occurs during the warranty period for which e-motions is responsible according to point 7.1, the Customer must report such error to e-motions in writing without delay, but no later than within five working days from the time the Customer discovered or should have discovered the error. The complaint must contain an account of how the error manifests itself. If the complaint is made too late, the Customer does not have the right to make a valid claim due to the fault.
7.3 e-motions must remedy faults during the warranty period by, at its own discretion, either repairing or re-delivering the Product. After the warranty period, e-motions has no responsibility for errors.
7.4 For Products that have been re-delivered or repaired according to point 7.3, e-motions is responsible for a period of three (3) months.
8.1 With the exception of the fine regulated in p. 5.2, e-motions is not responsible under any circumstances for direct or indirect damage that occurs as a result of delay, error or as a result of another circumstance.
9.1 The customer must pay the price for the Facility that appears in the Order Confirmation. Of the amount, 30% shall be paid in connection with the Order Confirmation, 60% shall be paid in connection with the Product being delivered by e-motions to the Customer's premises and 10% shall be paid at the Takeover. Invoices are issued by e-motions on each occasion.
9.2 The customer must pay the price shown on issued invoices as far as costs related to the work carried out on the customer's premises and which are carried out on a current account (e.g. installation, operating costs, assembly, travel costs, training, etc.)
9.3 If nothing else is stated in the Order Confirmation, payment must be made no later than 30 days from the invoice date.
10.1 As e-motions provides products, it may process personal data on behalf of the Customer. The customer shall then be considered the personal data controller, and e-motions shall be considered the personal data assistant. The parties undertake to always comply with their respective obligations under, where applicable, Regulation (EU) 2016/679 General Data Protection Regulation (“GDPR”) and national implemented legislation adopted with respect to the GDPR.
10.2 e-motions shall have the right to process personal data regarding the Customer's contact persons that e-motions receives within the framework of the parties' agreement, including names and contact details. The purpose of e-motion's processing is to enable the implementation of the Parties' respective obligations and cooperation under the agreement, such as administration of the contractual relationship, provision of information and other communication about the Services. The personal data will be processed by e-motions with the support of a balancing of interests to satisfy e-motions' legitimate interest in administering the contractual relationship with the Customer. The Customer is obliged to ensure that the Customer's employees whose personal data is processed by e-motions have received information about e-motions' processing of personal data in accordance with this point.
10.3 e-motions is the personal data controller for its processing of personal data regarding the Customer's contact persons. e-motions saves the personal data that e-motions processes only, as a starting point, during the contractual relationship. e-motions may, however, save the personal data for the additional time that is necessary if e-motions is obliged by law or contract to save the data, or for e-motions to be able to establish, defend or enforce legal claims. When the personal data is no longer necessary for these purposes, e-motions will securely de-identify or delete the data. A registered person has the right to request correction of incorrect or incomplete personal data concerning him or her. Furthermore, a data subject has the right to request information on whether e-motions processes any personal data about the data subject and, as the case may be, access to the personal data concerning him or her. In the event of a complaint about e-motion's processing of personal data, the registered person has the right to contact the supervisory authority. The data subject has, in addition to the above rights, when the applicable data protection legislation so prescribes, the right to request processing restriction, the right to deletion, the right to object to certain processing of personal data, and the right to data portability. If the data subject wishes to exercise any of his rights according to the above or has any questions about e-motion's processing of personal data according to this provision, the data subject can contact e-motions by sending an e-mail to the e-mail address specified in the agreement .
11.1 Neither the Order Confirmation nor these general terms and conditions imply that intellectual property rights relating to the Facility are transferred to the Customer.
12.1 The product to be delivered to the Customer according to the Order Confirmation remains the property of e-motions until the Facility has been fully paid for.
13.1 The parties undertake, without limitation in time, not to disclose confidential information to third parties, which party receives from the other party or which emerges as a result of the agreement that arises between the parties.
13.2 The confidentiality commitment applies until confidential information becomes publicly known in a way other than through a breach by the party against the content of the agreement.
13.3 Confidential information refers to information that the party has expressly stated must be confidential and 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 contents of the Order Confirmation or information that may otherwise reasonably be considered confidential information by the disclosing party.
14.1 Neither party shall be liable to the other party for failure or delay in fulfilling its obligations under the Order Confirmation or for other failure, if such delay or failure is caused by pandemic, strike, labor dispute, fire, conflagration, flood, natural disaster and extreme natural events, mobilization or military calls-up of a corresponding extent, requisition, seizure, trade and currency restrictions, war, rebellion and riot, authority decision or regulation, terrorism, shortage of means of transport, general shortage of goods, restrictions in the supply of motive power and in errors in or delay of deliveries from subcontractors caused by such exemption ground or by any other circumstance beyond the reasonable control of the party ("Force Majeure Event"). The party prevented from performing its obligations under the Order Confirmation due to Force Majeure event shall immediately inform the other party of such event and take reasonable steps to remove or overcome the obstacle to performance. Should a Force Majeure event last for more than six (6) months, both parties shall have the right to terminate the agreement concluded between the parties with immediate effect.
15.1 Disputes regarding the interpretation and application of the Order Confirmation, these general terms and conditions and everything related thereto shall be settled by arbitration in accordance with the rules of the Stockholm Chamber of Commerce's Arbitration Institute Rules for simplified arbitration. In the case of oral negotiations, the arbitration shall take place in Stockholm.
15.2 Disputes due to the Order Confirmation or these general terms and conditions shall be settled with the application of Swedish law.
15.3 Notwithstanding point 19.1 above, however, e-motions shall always have the right to collect payment of the overdue claim in general court with Jönköping district court as the first instance.