General conditions
§ 1 Packaging
Prices quoted in the order confirmation shall, unless otherwise specified, include Candles Scandinavia´s standard packaging.
§ 2 Index
Prices specified in the agreement are indexed annually based on the change in the costumer price index according to Statistics Sweden´s (SCB) annual statistics.
§ 3 Exchange rate
Candles Scandinavia reserves the right to adjust prices in case of significant changes in (+- 3 %) the EUR/SEK exchange rate.
§ 4 Raw material price
Candles Scandinavia reserves the right to adjust prices in the event of significant changes (+- 3 %) in raw material prices for individual raw materials or total raw materials prices for each individual product.
§ 5 Product information
Data in marketing material, price lists and other product information are binding only to the extent that they are expressly referred to in the order confirmation.
§ 6 Delivery
As far as no other agreements has been made between the parties in writing, the delivery shall be Ex Works according to the INCOTERMS in force at the formation of the contract.
§ 7 Time for Delivery and delay
If delay in delivery is caused by an act or omission on the part of the Customer, the time for delivery shall be extended by a period, which is reasonable having regard to the circumstances. The time for delivery shall be extended even if the cause for delay occurs after the originally agreed time for delivery. Candles Scandinavia´s right to an extension of time for delivery shall also apply when delivery is delayed due to a circumstance which constitutes ground for relief under paragraph 13.
If Candles Scandinavia fails to deliver the goods on time, the Customer may by written notice to Candles Scandinavia fix a final reasonable time for delivery, stating the Customer’s intention to rescind the contract if delivery does not take place within such final time. If delivery does not take place within such final time, the Customer may rescind the contract by written notice to the Seller.
§ 8 Payment
Payment shall be made according to the terms in the order confirmation.
If the Customer fails to pay, Candles Scandinavia shall be entitled to interest from the due date at the rate of interest according to 6 § of the Swedish Interest Act (1975:635), (sw. räntelagen).
§ 9 Delivery control and liability for defects
The Customer has a duty to perform delivery control of all received deliveries. The control shall be a spot-check, especially, but not solely, large deviations in quality.
The Customer shall, after the appearance of any defect, within seven (7) days notify Candles Scandinavia in writing.
Candles Scandinavia shall have no liability for any claims regarding such defects that could have been discovered during a delivery control.
Candles Scandinavia undertakes to deliver goods in replacement of any goods which are defective due to faulty design, materials or workmanship.
However, Candles Scandinavia´s liability is limited to defects, which appear within one year after the date of delivery of the goods. The Customer shall, after the appearance of any defect, without undue delay notify Candles Scandinavia in writing. If the Customer fails to do so he shall forfeit his right to have the goods replaced.
If Candles Scandinavia fails to deliver replacement goods within a reasonable time after receipt of the Customer’s notice, the Customer may by written notice to Candles Scandinavia terminate the contract in respect of defective goods.
If the Customer terminates the contract he is entitled to compensation from Candles Scandinavia for the increased costs he may incur in procuring substitute goods from another source.
Candles Scandinavia shall have no liability for defects in goods or failure to deliver replacement goods except as specified in in this paragraph. This applies to any loss that may be caused by the defect or the failure to deliver replacement goods, such as loss of production, loss of profit and other consequential economic loss. This limitation of Candles Scandinavia´s liability shall not, however, apply if Candles Scandinavia has been guilty of gross negligence.
§ 10 Liability for damage to property caused by the goods
Candles Scandinavia shall have no liability for damage caused by the goods to any immovable or movable property, or for the consequences of such damage, if the damage occurs while the goods are in the Customer’s possession.
The Customer shall indemnify and hold Candles Scandinavia harmless to the extent that Candles Scandinavia incurs liability towards any third party in respect of loss or damage for which Candles Scandinavia is not liable according to the first paragraph of this Clause.
The above limitations of Candles Scandinavia´s liability shall not apply if he has been guilty of gross negligence.
§ 11 Private label products
It is the Customer’s obligation to inform Candles Scandinavia of all markets where it operates and instruct Candles Scandinavia regarding product safety in all markets where it operates. It is the Customers responsibility that the goods have the proper safety instructions and Candles Scandinavia obligation is limited to assist the Customer to adhere to the current regulations in force at time of production in the EU regarding product safety as well as mark the candles according to the Customers instructions for the relevant markets where the Customer operates.
If the Customer plan to sell the goods outside of EU, the Customer shall give Candles Scandinavia instructions regarding the product safety information, including but not limited to the wording of such instructions or the placement on the products or on its own behalf handle the product safety information. The Customer shall hold Candles Scandinavia harmless for all damages or expenses arising from product safety regulations. The Customer shall also hold Candles Scandinavia harmless in these situations for damage caused to a third party or to their property. The Customers liability under this section includes personal injury and damage to property, and both direct and indirect damages. The Customers liability under this section is unlimited and applies to the entire lifetime of the delivered product.
Any costs arising from changed legislation, changed authority requirements or from a product recall shall be covered in their entirety by the Customer. That includes costs arising from no longer sellable products in stock and compensation for the value of such products.
§ 12 Property
The property and legal title to the goods remains with Candles Scandinavia until the goods have been paid for in full by the purchaser.
§ 13 Force majeure
The following circumstances shall constitute grounds for relief if they impede the performance of the contract or makes performance unreasonably onerous: industrial disputes and any other circumstance beyond the control of the parties, such as fire, natural disasters and extreme natural events, war, mobilization or military call up of a comparable scope, requisition, seizure, trade and currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the supply of power and defects or delays in deliveries by sub-contractors caused by any such circumstance as referred to in this Clause.
The above described circumstances shall constitute grounds for relief only if their effect on the performance of the contract could not be foreseen at the time of formation of the contract.
A party wishing to claim relief under paragraph 9 shall without delay notify the other party in writing.
If the failure of performance according to this section is of substantial performance to the other party, that party may by written notice to the failing party terminate the contract.
§ 14 Dispute resolution and applicable law
Any dispute, controversy or claim arising out of or in connection with this contract, 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. Either party may, however, in court bring an action in respect of undisputed claims for payment.
The seat of arbitration shall be Stockholm.
The language to be used in the arbitral proceedings shall be English.
This contract shall be governed by the substantive law of Sweden.