TOP3D - General terms and conditions
General terms and conditions for TOP3D (org. no. 559149-2599) for all deliveries and services within Sweden. Updated: August 2020.
Area of application
These general conditions regulate the relationship between TOP3D and the buyer and apply to all contracts for the supply of the products and services provided by TOP3D. No modification of these Terms will be binding on TOP3D or any of its subsidiaries or affiliates (hereinafter TOP3D) unless made in writing by an authorized representative of TOP3D. In the event of a conflict between these general terms and conditions and a specific agreement signed by an authorized representative of TOP3D, the latter will prevail.
Quotation and order
Quotations issued by TOP3D are not binding on either the customer or TOP3D. Orders must be made in writing against a valid quote by e-mail and the customer then commits himself directly to this agreement. Once the order has been placed, no changes can be made to the order unless TOP3D confirms otherwise in writing. When TOP3D sends written confirmation of the order to the customer, TOP3D commits to this agreement. Verbal commitments by TOP3D personnel and/or its representatives are not binding on TOP3D until they have been confirmed by TOP3D in writing. All by-products, such as molds and auxiliary tools, which are produced for manufacturing are and remain TOP3Ds as these are recycled/reused to the greatest extent possible.
All prices are exclusive of taxes and any other charges unless otherwise stated.
Delivery terms – Incoterms 2010 EXW.
Delivery time - The delivery time is calculated from the day TOP3D is expected to send the order confirmation to the delivery date when the goods/service are estimated to be sent from TOP3D. The delivery time is calculated as best as possible, taking into account the occupancy pattern and planning that prevailed at the time the order was placed. If TOP3D realizes that the delivery date will be delayed, TOP3D must notify the customer of this together with a best estimate of when the delivery will be able to be carried out. If a delay occurs for which TOP3D is not responsible as a result of new directives from the customer, changes in working conditions or when materials, materials and services ordered in time for the execution of the work are not delivered on time, the delivery time shall be extended if necessary and TOP3D shall not be held responsible for such delay.
Approval of delivery - The buyer must carry out a thorough quality control upon receipt of the delivery and check that the delivery complies with the requirements and specifications described in the order document. The buyer must notify TOP3D in detail, immediately and in writing and justify alleged deficiencies in the delivery. Such notification must be available to TOP3D one day after delivery for manufactured products and three days after delivery for other services. If TOP3D has not received a notification within the time frame and/or if the buyer effectively used and/or in any way made changes to the contents of the delivery, this means that the delivery is automatically approved. Products may not be returned without TOP3D's written approval. If the buyer does not report non-delivery as above, TOP3D is released from all liability with respect to this product.
Offers of supplies and services provided by TOP3D are subject to the condition that its performance will not be prevented by restrictions due to national or international export control regulations (in particular those within the EU, Switzerland and the USA). If an export license is required, TOP3D will notify the customer of this as soon as possible and the customer is then obliged to provide TOP3D with the information and documents necessary for the application for export licenses that are within its sphere of control/influence (for example end-use statements, data from customers /parties, transport routes and means of transport) without delay and without charge.
Warranty - Limitation of Liability
Buyer represents and warrants that it has the authority to place this order with TOP3D and that this agreement does not violate any prior agreements between Buyer and third parties. The buyer assumes responsibility for specifying all requirements for the desired products and services. TOP3D disclaims all responsibility for how the buyer uses the ordered products and/or services. The delivered goods may under no circumstances be used to diagnose or treat diseases. The goods may also not be used for the purpose of developing or manufacturing any form of weapons. TOP3D is not responsible for defects and specifications that have been caused, requested and/or approved by the buyer. Buyer is responsible for errors attributable to errors in the CAD file or other manufacturing data. TOP3D's liability for damage to the buyer will, regardless of the size of the damage, be limited to the price of the products or services that are directly related to the reason for the damage. TOP3D is excluded from all other liability for consequential losses, other indirect losses and losses resulting from the liability of third parties. TOP3D is not responsible for any circumstances beyond TOP3D's control even if such circumstance was foreseeable at the time this Agreement entered into force.
The right to refuse
TOP3D always reserves the right to refuse and/or cancel an order if TOP3D deems it impracticable, inappropriate and/or in conflict with TOP3D's ethical values. TOP3D rejects all manufacture of weapons, components for the weapons industry and/or other things that TOP3D has general ethical problems with.
Execution of this order may involve TOP3D performing design and construction work based on the Buyer's information. Manufacturing components in this order involves the use of TOP3D's processes and production technology. Unless otherwise expressly agreed in writing, the buyer has no rights, no license and/or title to any of TOP3D's intellectual property rights, know-how, trade secrets or confidential information. All intellectual property rights, including copyrights, trademarks, patents and trade secrets and manufacturing processes created or used by TOP3D in the performance of the Services are, shall be and shall remain TOP3D's and no licenses shall be granted thereon.
Unless otherwise agreed in writing, all invoices are due 15 days after the invoice date. The date on which the payment is received determines whether the payment has been made on time. If the buyer has comments on the payment terms and intends to change them, the buyer must submit a written protest, which must reach TOP3D 5 days after the invoice date. If TOP3D has not received such a protest and the due date has passed, a late fee of 1.5% will be added for each month started. In addition, all overdue amounts are increased by 20%, with a minimum increase of SEK 500, to cover possible collection costs. TOP3D reserves the right to withhold further delivery and/or partial delivery to the buyer until all invoices from the buyer have been paid.
Governing Law and Jurisdiction
All disputes and claims that arise due to the agreement or are attributable to the agreement, breach of the agreement, termination of the agreement or invalidity of the agreement shall be governed by and interpreted in accordance with Swedish law.