These general terms and conditions shall apply when the parties have referred to them or otherwise agreed that they shall apply. Deviations from the Conditions shall not apply unless agreed in writing.

1 Applicability

1.1  These general terms and conditions for delivery of products (“GTC”) shall apply when LS Electronics AB, 556472-6684 (“Seller”) offer, sell and deliver its products to buyers (“Buyers”). The ap- plicability of other conditions of the Buyer and/or third parties will be expressly rejected.

1.2  When used in these GTC, the terms “written” or “in writing” refer to a document signed by both par- ties or a letter, electronic mail or other means of communication agreed by the parties.

2 Products

2.1 “Products” is defined as all the objects and/or work, whether of material nature, such as but not limited to, means of production, intermediate products and tools, in particular data carriers, computer programs, data files, documents, con- nection means, navigation equipment, data com- munication equipment, signalling equipment, communication equipment, peripherals and audio and video solutions, marketed and sold by the Seller from time to time.

3 Quotations

3.1  The Seller’s quotations are valid for 30 days, un- less otherwise stated in the offer, sent from the Seller to the Buyer in writing.

3.2  The Buyer is responsible for the accuracy and/or completeness of the specified measurements, re- quirements, performance specifications and other data given by him or on his behalf to Seller and on which Seller bases its quotations, documenta- tion, and advice.

4  Packaging

Prices quoted in offers and contracts shall, unless otherwise specified, be deemed to include the Seller’s standard packaging.

5  Deviations in weight or quantity

The delivery may deviate from the agreed weight or quantity only if the parties have so specifically agreed.

6  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 Agree- ment.

7  Price

7.1 Unless indicated otherwise by Seller, all of the prices and tariffs stated by Seller shall be in Euro and exclusive of taxes, and charges (including value-added tax, excise duties and other levies im- posed by the government), insurance and freight costs.

8 Conclusion of agreement and promises

8.1  An agreement between the parties is concluded by the Seller’s timely and comprehensive written or electronic confirmation of the Buyer’s order (“Agreement”).

8.2  In all other cases, instructions of the Buyer are only binding to Seller if and insofar as they are confirmed in writing by Seller.

9 Delivery and delay in delivery

9.1 Delivery terms
Delivery shall be made pursuant to the agreed IN- COTERM® and delivery location. Where no delivery terms have been agreed, delivery shall be made Free Carrier (FCA) pursuant to the INCOTERMS® applicable at the time of execution of the agree- ment. 

9.2  Delivery time
Delivery shall be made as agreed.

9.3  Discharge from liability for delay in delivery (force majeure)

The Seller is entitled to postpone the performance of its obligations and is relieved from the conse- quences of non-performance of its obligations un- der the agreement where such performance is prevented, rendered significantly more compli- cated, or unduly rendered more costly due to a circumstance beyond the Seller’s control, and which the Seller neither could, nor reasonably should have foreseen at the time of execution of the agreement. Such force majeure event can comprise, e.g., war or warlike situations, civil war, military mobilization or military conscription of a similar scope, insurrection and riot, terrorism, sabotage, fire, flood, natural disaster, epidemic, pandemic, break-down of means of transport, dis- continuation of the supply of energy, strike, lock- out or other general or local industrial action (not- withstanding that the Seller itself is a party to the action), requisition, seizure, public authority order, trade restrictions, payment restrictions, or cur- rency restrictions, or circumstance comparable therewith. Any delay in delivery on the part of any party assisting the Seller in the performance of the agreement which is caused by any such force majeure event shall also constitute grounds for discharge from liability.

9.4  The Seller shall notify the Buyer in the event of a risk that an obligation cannot be performed or will be delayed due a force majeure event. A failure to provide such notice within a reasonable time shall result in an obligation to compensate the Buyer for the loss that could have been avoided had timely notice been given.

9.5  In the event a force majeure event exists, the de- livery time shall be extended for as long as is rea- sonable under the circumstances. The Seller shall be entitled to extend the delivery time notwith- standing that the reason for the delay arose after the end of the originally agreed delivery time.

10 Payment and late payment

10.1 Time for payment
Payment shall be made as agreed.

10.2 Interest on arrears
Where the Buyer’s payment is in arrears, the Seller shall be entitled to interest on arrears on the amount due as from the due date, at the interest rate which applies pursuant to the Swedish Pen- alty Interest Act. In addition to interest on ar- rears, the Seller shall be entitled to damages for all loss.

10.3 Withholding performance
The Seller shall be entitled to withhold its perfor- mance irrespective of the reason for the Buyer’s failure to pay in due time.

10.4 Cancellation of partial delivery due to late payment and damages upon cancellation
The Seller may terminate the entire Agreement where the Buyer fails to make payment within three months of the due date or where it is clear that the Buyer will not be able to pay. In the event of termination due to the Buyer’s arrears in pay- ment, the Seller shall be entitled to damages for all loss in addition to the interest on arrears.

10.5 Retention of title
The Seller is the owner of the Product until it has been paid in full. The Seller shall be entitled to repossess the Product in connection with a termi- nation.

10.6 Obligation to take receipt of the Product
The Buyer is obligated to take receipt of the Prod- uct on the agreed date. Where the Buyer fails to take receipt of the Product on the agreed date, the Buyer shall nevertheless make payment as though delivery had taken place. The Seller shall ensure that the Product is stored at the Buyer’s risk and expense. The Seller shall be entitled to terminate the agreement where the Buyer’s delay in taking receipt of the Product is unreasonable.

11 The quality of the Product and the Seller’s lia- bility for defects

11.1 Liability for defects
The Seller undertakes to deliver products in re- placement of any Products which are defective due to faulty design, materials or workmanship. 

11.2  Liability period
The Seller shall only be liable for defects which existed at the time of the delivery, and which man- ifest themselves within one year from the delivery date regarding Products and 90 days for software. The same liability period shall apply to parts which the Seller has replaced or repaired within 12 months (and 90 days regarding software) from the original delivery date of the Product.

11.3  Notice of defect
The Buyer shall notify the Seller of any defect in writing without unreasonable delay, however not later than within two weeks from the date on which the defect manifested itself, or the Buyer should have discovered the defect. The notice of defect shall contain a description of the defect. The Buyer’s untimely notice of the defect shall re- sult in forfeiture of the right to complain of the defect.

11.4  Unfounded notice of defect
The Buyer shall compensate the Seller for any and all labor and costs where the Buyer gives notice of a defect in a Product, and it is subsequently proven that there was no defect for which the Seller was liable.

11.5  Rectification of defects
The Seller shall have the right and the obligation to rectify any defects. The Seller shall be entitled to determine whether rectification will be made through repair or through replacement of the Product (redelivery). The Seller shall rectify the defect promptly where the Product is located. The Seller shall bear the costs of rectification, includ- ing the costs of troubleshooting and transport. The Buyer shall bear any extra costs incurred as a result of the Product being at a location other than the delivery location. The Buyer shall be re- sponsible for labor and costs incurred as a result of the rectification resulting in modification to ob- jects other than the Product.

11.6  The Seller shall not be obligated to rectify a defect where doing so would be unreasonably burden- some, particularly in light of the costs of rectifica- tion when compared with the significance of the

defect and/or the value of the Product. In such case, the Buyer’s sole remedy shall be to termi- nate and/or seek damages for all loss in accord- ance with the provisions below.

11.7 Remedies in the event of insufficient rectification Where the Seller breaches its obligation to rectify a defect and fails to comply with the Buyer’s re- quest to rectify by a specific reasonable deadline, the Buyer shall be entitled either to:

a)  rectify the defect at the Seller’s expense and risk, at a reasonable cost in light of the signif- icance of the defect and/or the value of the Product; or

b)  claim damages for all loss, at a maximum of 20% of the Agreed Price of the defective par- tial delivery.

11.8 Incomplete rectification
Where complete rectification of the defect is not reasonable or possible and the Buyer does not ter- minate the agreement, the Buyer shall be entitled to damages for all loss corresponding to a maxi- mum of 20% of the Agreed Price for the defective partial delivery.

11.9 Cancellation of partial delivery due to incomplete rectification and damages upon cancellation Where the defect is not rectified and there is a ma- terial defect, the Buyer shall be entitled to cancel the defective partial delivery. In the event of such cancellation, the Buyer shall be entitled: (i) to a refund of any purchase price paid for the can- celled partial delivery; and (ii) to damages for all loss, not to exceed 20% of the Agreed Price for the partial delivery.

12 Intellectual property rights and indemnification

12.1 Unless expressly agreed otherwise in writing, all intellectual property rights, including copyright, design rights, patent rights, database rights, trade name rights and trademarks, belongs to Seller, its licensors or its suppliers.

12.2 Intellectual or industrial property rights regard- ing software, databases, equipment or other ma- terials developed by the Seller specifically for the Buyer, shall only be transferred or licensed to the 

Buyer if the parties have agreed to do so in sepa- rate written agreement, and may only be used in accordance with the terms and conditions of that separate agreement.

12.3  The Buyer acquires only the use and powers that are expressly granted in these GTC and/or the law and/or arising of the Agreement with Seller. Any other further right of the Buyer for the use, dis- closure, reproduction and/or modification of the goods delivered by Seller is excluded. An attribut- able right of use of the Buyer is not exclusive, non- transferable, and is limited to use within the or- ganization.

12.4  The Buyer is not allowed to remove or change any notice of copyright, trademark, trade name or other intellectual property right of the Products available to him, including statements regarding the confidentiality and secrecy of goods made available.

13 Limitation of liability, product liability and dis- putes

13.1  Limitation of liability
The Seller shall have no liability beyond that which follows from the preceding clauses and the Buyer shall not be entitled to remedies due to the Seller’s breach of contract other than those which follow from the preceding clauses. This limitation of liability shall not apply where the Seller has committed gross negligence.

13.2  Product liability
Notwithstanding any previous stipulations regard- ing liability in damages, the Seller shall not be li- able for any third-party property damage or per- sonal injury resulting from any defect in the Prod- uct. In the event the Seller incurs liability in dam- ages to any third party due to property damage or personal injury, the Buyer shall hold the Seller harmless. This limitation shall not apply where the Seller has committed gross negligence.

14 No re-export to Russia

14.1  The Buyer shall not sell, export or re-export, di- rectly or indirectly to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council reg- ulation (EU) No 833/2014.

14.2  The Buyer shall undertake its best efforts to ensure that the purpose of 14.1 is not frustrated by any third parties further down the commercial chain, including by possible resellers.

14.3  The Buyer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of 14.1.

14.4  Any violation of paragraphs 14.1, 14.2 or 14.3 shall constitute a material breach of an essential ele- ment of the GTC, and the Seller shall be entitled to seek appropriate remedies, including, but not lim- ited to: (i) termination of the Agreement(s) be- tween the parties; and (ii) a penalty of 100% of the total value of this Agreement or price of the goods exported, whichever is higher.

14.5  The Buyer shall immediately inform the Seller about any problems in applying paragraphs 14.1, 14.2 or 14.3 including any relevant activities by third parties that could frustrate the purpose of paragraph 14.1. The Buyer shall make available to the Seller information concerning compliance with the obligations under paragraph 14.1, 14.2 or 14.3 within two weeks of the simple request of such in- formation.

15  Personal data

Personal data may come to be processed within the scope of the Parties’ cooperation, and thus the Parties have entered into a personal data proces- sor agreement.

16  Applicable law and disputes

16.1 The Agreement shall be governed by the substan- tive law of Sweden.