D&J Frantextil AB

Contact us

DJ Frantextil Åkarevägen 18, 455 83 Dingle, Sweden

Office: +46 (0) 524-283 70

E-mail: order@dochj.se


DAHLIN & JOHANSSON FRANTEXTIL AB – TERMS OF SALE

 

1.           GENERAL

  • These terms of sale (these “Terms”) apply to the sale of goods from New Wave Mode AB (“D&J”) to a customer that is not a consumer (the “Customer”), provided that D&J and the Customer have not explicitly agreed in writing that other terms shall apply.
  • The Customer’s standard conditions of purchase, or any similar terms or conditions in any order form or other document prepared by the Customer, shall not apply to the sale of goods by D&J to the Customer.

2.           PRODUCTS

  • The Customer may order products in D&J’s current product range, that D&J from time to time designates as available for the customer to order (“Products”).
  • The product range may vary from time to time and between Customers.

3.           ORDERS

  • The Customer shall place orders for Products by using the e-commerce site available at dochj.se (the “Website), or as otherwise directed or instructed by D&J
  • By placing an order, the Customer agrees to be bound by these Terms.
  • An order is binding for D&J when it has been confirmed by D&J (the defined term “Order” is hereafter used for confirmed orders), regardless of how the Customer has placed the order.
  • The Customer has no right to cancel an Order, other than as set out in Clauses 2and 8.

4.           PRODUCT INFORMATION ETC.

  • The Customer may download and use such material that D&J has made available for download on the Website or otherwise makes available to the Customer. The Customer agrees to adhere to any use-terms and instructions relating to such material and shall, upon D&J’s request, immediately cease any and all use of the material.
  • D&J shall not be liable if Products are out-of-stock or for image or typographical errors in the product catalogues, in price lists or on the Website (e.g. errors in the product description, inaccurate prices or other incorrect information). D&J is entitled to rectify any such errors also after confirming an Order and, at any time, to change or update the information.
  • Any images in the product catalogues or on the Website shall be considered as illustrations only. Such illustrations do not guarantee to reproduce the exact number of Products delivered in each package nor the exact appearance (including color), function or origin of a Product.

5.           DELIVERY

  • D&J will arrange for delivery of ordered Products at the Customer’s expense. Products are delivered EXW D&J’s warehouse in Dingle (Incoterms® 2020 or later version). Applicable delivery costs are stated in the from time to time applicable price list or on the Website. The risk of loss or damage to the Products passes to the Customer upon delivery.
  • A delivery date specified by D&J is an estimate only and delivery on time is not of the essence and D&J shall not be liable for delays. If an Order is delayed with no less than 30 days, the Customer shall be entitled to cancel the Order (however subject to Clause 13).
  • D&J may deliver the Products in separate deliveries.
  • Delivered Products can only be returned with D&J’s prior written consent and in accordance with D&J’s instructions.
  • To be eligible for return, the Product’s packaging must be undamaged, the Product shall not have been used and be intact, the Product shall be current in D&J’s assortment and the return shall be initiated within 14 days from delivery. Accepted returns are made at the Customer’s cost and risk, DDP (Incoterms® 2020 or later version) D&J’s warehouse in Dingle. When a return has been approved, D&J will credit the Customer the purchase price for the Product (less any freight costs), with a 25 % return deduction.
  • Products that have been made-to-order or which have been refined (e.g. print or embroidery) may not be returned.
  • If goods are not received or picked up by the Customer, the Customer will be charged the costs for return shipping and handling.

6.           PRICES

  • The prices for the Products, and for additional services, are stated on the Website or in the current price list (or in a separate agreement entered into between D&J and the Customer). D&J shall have the right to change the prices of the Products and additional services at any time.
  • Price and currency are set out in D&J’s order confirmation and are, unless otherwise stated, exclusive of VAT, delivery costs and any additional costs and charges.
  • D&J may charge the Customer for pallets, according to the from time to time applicable price list.

7.           PAYMENT

  • D&J will invoice the Customer for the Products when the Products leave D&J’s warehouse. Payment shall be made within 30 days from the date of invoice, in the currency stated on the invoice. Delivered Products remain D&J’s property until D&J has received full payment from the Customer.
  • D&J may require that payment shall be made in advance. In such case, no Products will be delivered to the Customer prior to D&J’s receipt of full payment from the Customer. 

  • If payment is late, D&J shall be entitled to claim interest in accordance with the Swedish Interest Act (1975:635) on the sum overdue until payment is made and to charge a fee for payment reminders and charge collection costs in accordance with the Swedish Act (1981:739) on Compensation for Debt Recovery Costs etc.
  • D&J shall, if payment is late, further be entitled to withhold deliveries of Products to the Customer, demand that acceptable securities are provided, amend the terms of payment and any possible credit limit and cancel the Customer’s Orders.

8.           CANCELLATION

  • Without prejudice to any remedy it may have against the other party for breach or non-performance, each party shall be entitled to cancel an Order with immediate effect if the other party becomes insolvent, liquidated, commences bankruptcy proceedings or a receiver is appointed on behalf of the other party (or such party’s assets), or in case of any other similar circumstances.

9.           WARRANTY FOR DEFECTIVE PRODUCTS

  • D&J guarantees that all Products, upon delivery, comply with their accompanying specification and are free from defects in material or workmanship. Products that do not meet the warranty under this Clause 1 are considered “Defective Products”.
  • D&J’s sole and exclusive liability for Defective Products shall be limited to (at the sole option of D&J):
  1. replacing the Defective Products at its own risk and expense; or
  2. refunding the price paid by the Customer for the Defective Products, subject to that the Customer promptly returns all Defective Products to D&J.
    • All Products shall be inspected by the Customer at delivery according to the relevant delivery term. D&J waives any claims for visible damage/defect to a Product if such claims are not notified in writing to the Supplier within five days after the Product has been delivered, and for non-visible damage/defect within five days after the Customer has noticed, or should have noticed, such damage/defect. After the expiration of such five-day period, the Customer shall be deemed to have accepted the Products as received without damage/defect. D&J’s liability for Defective Products shall further only apply if the Customer notifies D&J of the defect no later than six months from the delivery date.
    • Products may not be returned unless D&J has explicitly instructed the Customer to do so.
    • D&J shall not be liable for any defect due to the Customer or a third party not complying with D&J’s care instructions or for any defect caused by misuse, neglected maintenance or normal wear.
    • The only warranties given under an Order are those given expressly by D&J in these Terms.
    • When returning a defective Product, the Customer shall comply with D&J’s guidelines and instructions. If such guidelines and instructions are not complied with, no refund or replacement will be granted.

10.        INTELLECTUAL PROPERTY RIGHTS

  • All intellectual property rights relating to the Products belong to D&J or its licensors. Any and all trademarks, trade names, pictures and graphics, designs, layouts, marketing material and any other information attributable or related to the Products may not be reproduced or used without D&J’s prior written consent.
  • D&J assumes no liability whatsoever, whether express or implied, for any claims that the Products or any of the intellectual property rights in Clause 1 are or may be infringing a third party’s present or future designs or other intellectual property rights.

11.        PERSONAL DATA

  • For information about how D&J processes personal data, see D&J’s privacy policy which is available on the Website.
  • The privacy policy may be updated from time to time and the Customer shall regularly review the privacy policy to ensure that it is informed of the current version, and shall further ensure that its representatives are informed about the privacy policy and how their data may be processed.

12.        LIABILITY

  • Save for what is set out in Clause 3, D&J’s liability in relation to an Order shall never exceed the net value of the Order giving rise to the liability.
  • Save for what is set out in Clause 3, D&J shall in no event be liable for any pure economic, indirect or consequential loss or damage, including but not limited to loss of profit or revenue, or other similar losses that are difficult to foresee.
  • Unless set out in the Swedish Product Liability Act (1992:18) or any other statutory law, D&J shall not be liable for damage caused by a Product that has been sold by D&J.
  • The Customer shall compensate D&J for any reasonable costs D&J incurs as a result of the Customer’s unjustified complaints, delays in payment or delays in receipt of deliveries.

13.        FORCE MAJEURE

  • Neither D&J nor the Customer shall be liable for delays or failure to perform any obligations in relation to an Order, other than the payment of monies due, when the failure is caused by a circumstance beyond the reasonable control of the affected party, provided that the affected party may prove that it could neither have foreseen nor reasonably overcome the circumstance in question.
  • A party that wishes to invoke an force majeure shall notify the other party in writing that such a circumstance has occurred, how it affects performance and when completion may take place. In the absence of such notification without delay from when the affected party should have become aware of the circumstance, the affected party shall remain responsible for such loss that could have been prevented if the notification had been made in due time. When the force majeure circumstance ceases to exist, may be avoided or overcome, completion shall be made.

14.        CONFIDENTIALITY

  • The Customer undertakes not to disclose confidential information to a third party, which the Customer has received from D&J or become aware of as a result of an Order.
  • “Confidential information” includes all oral or written information, advice or recommendations and all material, excluding marketing material, that the Customer receives from D&J or by anyone on behalf of D&J, as well as information regarding D&J’s business secrets, regardless from where or whom such information originates.
  • Confidential information shall however not include information that:
  • is in or comes into the public domain other than by reason of the Customer’s breach of this confidentiality undertaking;
  • the Customer can prove that it already was aware of prior to receiving it from D&J or anyone on behalf of D&J; or
  • the Customer can prove that it has developed independently without using confidential information.

15.        CHANGES

  • D&J reserves the right to change these Terms at any time. Changes will take effect 30 days after D&J has announced the changes on its Website or otherwise has informed the Customer of the changes.

16.        MISCELLANEOUS

  • The Customer acknowledges and accepts that it must submit a customer application, including a credit check, in order to be added to D&J’s customer register and be entitled to place orders. Any administrative costs related to the application will be charged to the Customer.
  • The Customer acknowledges and accepts that D&J at its own discretion may deny new Customers, deny existing Customers to place orders and remove Customers from its customer register.

17.        DISPUTES AND APPLICABLE LAW

  • These Terms, and all purchases made by the Customer from D&J, are governed by the substantive law of Sweden (excluding its choice of law principles and explicitly excluding the applicability of CISG).
  • Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Gothenburg, Sweden and the language to be used in the arbitral proceedings shall be Swedish.