General Terms and Conditions

Updated 24-02-2025

 

1 INTRODUCTION

1.1 These terms and conditions apply between Scandraft AB, Swedish company registration number 556254-8361 (hereinafter referred to “Scandraft”, “we”, “our” or “us”) and the persons and/or companies that purchase products and services provided by Scandraft at any given time (hereinafter referred to as “customer”, “you”). Scandraft and the customer are also referred to individually and jointly as “part”, “party” and “parties”.
1.2 When you, as a customer, make a purchase, place an order or in any other way enter into a contract or agreement with Scandraft, regardless of in what manner or through which medium, (hereinafter referred to as the “Main Contract”), you become bound by these terms and conditions. The Main Contract and these terms and conditions are jointly referred to below as the “Contract Documents”.
1.3 Scandraft has the right to amend these terms and conditions unilaterally and without prior notice, in the manner and to the extent that Scandraft deems suitable. The version of these terms and conditions that is communicated to you in connection with a specific purchase or order or when you enter into a contract or agreement, or which is accessible on our website at that time, is the version that applies to the concerned purchase, order, agreement or contract. 
1.4 In the event of any discrepancy between these terms and conditions and the Main Contract or any other written, signed agreement between Scandraft and customer, what is stipulated in the Main Contract or other written contract shall prevail over these terms and conditions, however only as regards the part or parts that contain the discrepancy, and shall otherwise not affect the validity of these terms and conditions in any manner or to any extent. 
1.5 These terms and conditions are available in different language versions. In the event of any discrepancy between the content or interpretation of different language versions, including but not limited to discrepancies due to misspelling, word choice or translation, the content and interpretation of the Swedish version shall always take precedence in all manners and to all extent without limitation between the parties over any other language versions when interpreting and applying these terms and conditions. The customer cannot therefore invoke rights and Scandraft cannot be held responsible with reference to the content in other language versions than the Swedish.
1.6 All purchases, orders or other contracts or agreements upon which these terms and conditions apply is an agreement between each customer and Scandraft, not with any natural person employed by Scandraft. Natural persons employed by Scandraft can thus not be held individually responsible in any manner or to any extent.

 

2 OFFERS, ORDERS, PURCHASES ETC

2.1 By signing the Main Contract, accepting an offer, placing an order or making a purchase, the purchase and order becomes binding for customer.
2.2 Unless otherwise stated in the Main Contract or otherwise agreed in writing between the parties, Scandraft has no obligation to complete any order of products covered by the Contract Documents before Scandraft has received full payment from customer. 
2.3 If the customer is required, as a condition, to furnish Scandraft with security in the form of a bank guarantee or similar guarantee for the payment of the purchase price of products, the customer must provide Scandraft with proof hereof within fifteen (15) days from the signing of the Main Contract. 
2.4 Scandraft is only bound by an issued offer during thirty (30) days from the invoice or offer date, unless otherwise agreed in writing between the parties. 
2.5 Scandraft shall not be bound by any statements, commitments, terms or other information that is not included in offers issued by Scandraft, unless they are in writing and signed by Scandraft and the customer.
2.6 Any modifications to offers provided by Scandraft are only valid if they have been confirmed in writing by Scandraft. Information regarding weight, dimensions, capacity and similar information in catalogues, prospects, circulars, etc. is approximate and only binding insofar as it has been expressly agreed in writing.

 

3 SPECIFICALLY ON THE PURCHASE OF GOODS

3.1 If a product in our range cannot be supplied, we are under no obligation to procure and deliver that product, even if customer has paid for the product. Instead, customer has the right to receive a refund of the price paid for the product.
3.2 Scandraft reserves the right to change its product range at any time and the presence of a certain product on Scandraft’s website or in its catalogue does not imply any commitment whatsoever for Scandraft to sell or supply that product to customer.
3.3 Scandraft reserves the right to backorder or cancel orders for any product that is out of stock. If the item is expected to return into stock within a reasonable time, it will be backordered and delivered at no additional cost to the customer as soon as possible. If the product concerns a custom item that is not part of Scandraft’s regular product range, shipping costs will apply.
3.4 In some cases, Scandraft provides specific warranties for certain products. The existence and contents of such special guarantees are set out in the Main Contract or in these terms and conditions.

 

4 SPECIFICALLY ON THE PURCHASE OF CERTAIN MACHINES

4.1 The terms set out in this section apply to such machines sold and supplied by Scandraft that is of a larger type (hereinafter referred to as “Machines”). 
4.2 What is stipulated in these terms and conditions shall apply also to Machines, unless otherwise expressly stated in this section 4 or in other parts of these terms and conditions. 
4.3 In certain cases, by prior agreement with customer, Scandraft will install Machines at the customer’s premises. Said installation will normally include connection of Machines, installation of software and basic training of customer’s staff in the software and use of the Machines. Unless otherwise agreed in writing between the parties, the installation referred to here shall not include any fixed installation work, including but not limited to drilling, screwing, electrical wiring or other electrical work.
4.4 Scandraft performs certain functional tests and certain other tests regarding Machines to check installation, function and operation. These tests are performed according to procedures established by Scandraft in accordance with normal industry practice. 
4.5 Without affecting the terms set out above in this section or in other parts of these terms and conditions, what is otherwise set out regarding preparatory work by customer, cutomer delays and liability for damages in clauses 12–15, 21–22 and 52–53 in “General Conditions for the Supply and Assembly of Machinery and other Mechanical, Electrical and Electronic Equipment (NLM 19)” shall apply to Machines but not to any other products or services.

 

5 SPECIFICALLY ON SERVICES

5.1 Scandraft shall provide the services and other work that are specified in the Main Contract or that the parties in other ways have agreed on and which are related to the Main Contract.
5.2 Scandraft shall perform all services with the care and skill required for each specific task. When performing services, Scandraft will, if needed, allocate them to the most suitable people to provide the best possible service to the customer. Scandraft has the right, whenever Scandraft deems suitable, to engage subcontractors to perform all or parts of services, without any obligation to receive customer’s consent.
5.3 Unless otherwise stated in the Main Contract, Scandraft has no obligation to provide or perform services or otherwise be available outside normal working hours, which means weekdays between 08:00 and 17:00 Swedish time.
5.4 The customer shall provide Scandraft with assistance, information and other measures, including, but not limited to access to properties and buildings to the extent necessary to enable Scandraft to perform services and supply products covered by the Contract Documents.
5.5 The customer agrees to indemnify Scandraft for all damages which may be suffered by Scandraft because of customer’s failure to meet its obligations under this section, or which otherwise arise due to action or omission by customer. 

 

6 SHIPPING, DELIVERY ETC

6.1 Services shall be performed in consultation between Scandraft and the customer.
6.2 The parties shall consult each other regarding suitable delivery date for products covered by the Contract Documents. When deciding the time of delivery, the parties shall consider the estimated time of delivery that Scandraft has been given by Scandraft’s supplier.
6.3 Unless otherwise agreed between the parties, the delivery terms for products shall be Ex Works according to Incoterms 2020, which means that Scandraft shall be considered to have fulfilled all its obligations and responsibilities, and all risk and costs shall pass to the customer when Scandraft has made the goods available to the customer for collection at a location specified by Scandraft. This means that Scandraft bears no liability whatsoever for any damage or consequential damage that arises after now specified time. It is therefore customer’s responsibility to by itself or through a third party inspect all the goods included in the order at the time when the delivery is received or collected at the location specified by Scandraft. Customer is aware that even minor or apparently insignificant damage to the products may be a sign of more extensive, hidden damage. It is therefore important to thoroughly inspect the goods and also, where applicable, unfasten panels, hatches and parts to enable inspection of the product internally. 
6.4 The terms stated in the previous paragraph will be supplemented with specification of the final destination in the order confirmation.
6.5 Delivery by Scandraft is normally to Scandraft’s warehouse but Scandraft also has the right to deliver to another location specified by Scandraft. 
6.6 If the customer requires an EXW delivery to be handle by a different carrier than the one used by Scandraft, the customer shall pay any and all costs this entails. If Scandraft ships goods via the customer’s own carrier, so called consignee freight, costs for packaging, pallets and any other extra costs will be charged separately.
6.7 If goods are delivered directly from the producer (so called “dropshipping”) a delivery fee will apply.
6.8 For deliveries within Sweden by Scandraft’s own vehicle a separate by Scandraft at any given time applied delivery fee will be payable. For particularly delicate goods costs for non-returnable special packaging will be debited. Costs for transporting hazardous goods as well as any environmental fees for example for packaging will always be charged to customer.
6.9 In the event of any obstacle to delivery, for example because of failure to be present when the products are delivered, incorrect address or similar, all related costs will be charged to the customer. The customer is responsible for booking a new delivery time. Costs for delivery obstructions will be charged regardless of their cause. Moreover, customer is responsible for ensuring that Scandraft has access to the location specified by customer and, in applicable cases, has access to lifting equipment of a type specified by Scandraft if the parties have agreed for the products to be delivered to a location specified by customer.
6.10 Goods transported by Scandraft are covered by shipping insurance. Upon receipt of the goods, customer is obliged to inspect the products for delivery damage and must immediately report any damage to the driver and write their observations on the consignment note. Scandraft is not liable for damage during delivery. Damaged packaging must be saved until the issue is resolved. Customer shall be liable for any damage to or loss of products occurring during delivery from customer to Scandraft. For unclaimed products, the total freight cost, other costs and administrative costs, with a minimum of SEK 500, will be invoiced in arrears.
 6.11 All delivery times specified by Scandraft are estimated times and Scandraft reserves the right to adjust any specified delivery time.
6.12 If certain order cannot be delivered, in whole or in part, we will contact you and offer a refund of the price you paid for the products that cannot be delivered.
6.13 Scandraft accepts no liability whatsoever, in any manner or to any extent, for damage suffered by the customer as a result of failure to deliver or delay in delivering any order, in whole or in part, including but not limited to delayed delivery due to circumstances beyond Scandraft’s control, including but not limited to delay on the part of a supplier or Force Majeure events.
6.14 If a delivery, regardless of how it is made or who is responsible for it, cannot be delivered and, if applicable, is returned to us because 1) the delivery was not collected at the collection point; 2) customer could not be reached at the contact telephone number specified by customer; 3) customer refuses to accept the delivery; 4) customer was not at the agreed location when the goods were delivered or 5) the customer provided incorrect contact details, we will charge a fee and be entitled to compensation for the costs and damage suffered by us due to the return. We will also have the right to terminate the Main Contract with immediate effect.
6.15 We reserve the right to claim Force Majeure in accordance with these terms and conditions.

 

7 PRICES, REMUNERATION, PAYMENTS ETC

7.1 The prices for the products and services covered by the Contract Documents are primarily regulated by the Main Contract.
7.2 If any remuneration is not regulated by a contract between the parties, then Scandraft reserves the right to charge for its products and services in accordance with the prices applied by Scandraft at the time the goods or services are ordered, delivered or performed.
7.3 The customer understands that the prices stated on Scandraft’s website and in catalogues, offers, contracts and other communication from Scandraft are approximate and Scandraft reserves itself for price changes that are beyond Scandraft’s control – including but not limited to circumstances affecting exchange rates, changes in customs duties, sales taxes, excise taxes, other public charges or changed cost situation for Scandraft for example because of higher delivery prices, supplier prices or wage increases, which result in higher costs for the fulfilment of delivery, devaluation and currency changes – whereby Scandraft is entitled to raise  stated, offered or agreed prices proportionally to the change.
7.4 Regardless of what is stated above or other between Scandraft and the customer agreed estimate, offer, contract or other agreement regarding price, Scandraft shall always have the right to adjust agreed or specified prices because of exchange rates effects or other circumstances beyond Scandraft’s control that goes beyond what Scandraft had taken into account at the time when the price was agreed or stated.
7.5 Customer understands and accepts that Scandraft has the right to change specified prices at its own discretion, in the manner and to the extent that Scandraft deems suitable.
7.6 The fact that customer has received certain information on prices or costs on a certain occasion does not oblige Scandraft to apply the same prices or costs on a later occasion. 
7.7 In certain cases, Scandraft may provide estimates of the time expenditure and costs of all or parts of certain goods and/or services. These estimates are not binding and may be subject to change.
7.8 All prices, estimates and similar information provided by Scandraft or stated in offers, orders, purchases or contracts between Scandraft and customer, or which are in other ways related to orders or purchases, are in Swedish kronor (SEK) and exclusive of VAT and other applicable taxes, and exclusive of all forms of shipping and delivery charges.
7.9 With regard to products, unless otherwise stated in the Main Contract or otherwise agreed in writing between the parties, Scandraft always has the right to invoice the customer promptly after the parties have signed the Main Contract or at such other time as Scandraft deems appropriate.
7.10 With regard to payment for services, unless otherwise stated in the Main Contract, Scandraft will normally invoice customer at the end of each calendar month but has the right to invoice customer earlier than now stated when Scandraft deems it suitable. 
7.11 Customer understands that Scandraft has the right to apply an invoicing fee, in an amount determined by Scandraft at any given time, on all invoices to customer.
7.12 The customer understands and accepts that Scandraft collects credit data and other information about the customer to assess the customer’s solvency and creditworthiness. The customer is also aware that if the result of Scandraft’s research in this regard are unsatisfactory to Scandraft, or if the customer cannot furnish security for the payment at Scandraft’s request, Scandraft shall have the right to cancel an order and a purchase with immediate effect and the customer shall not be entitled to any compensation. 
7.13 The customer also understands that all observations on invoices from Scandraft must be submitted to Scandraft in writing without delay and at the latest within five (5) days of the invoice date, after which time customer may not claim any observations against Scandraft. 
7.14 Unless otherwise separately agreed in writing between customer and Scandraft, customer must pay all invoices from Scandraft no later than fifteen (15) days from the delivery date. In the event of late payment, Scandraft shall have the right to charge a penalty interest of fifteen (15) percent from the invoice due date and up to the date that Scandraft receives full payment. Scandraft is also entitled to compensation for all costs related to the delay, including but not limited to at any time by Scandraft applied late fees and administrative fees, as well as costs for payment reminders and debt collection claims.
 7.15 By placing an order with us, or in any other way making a purchase or entering into a purchase contract with us, you authorize us to exclusively send order confirmations, invoices, receipts and other information electronically.
7.16 Any refunds payable to customer are usually settled by means of a credit note.

 

8 RETENTION OF TITLE

8.1 The ownership to all products ordered or purchased from Scandraft by customer shall belong to Scandraft without any restriction whatsoever until customer has paid for the products in full and met all claims that Scandraft has or may come to have and which are related to ordered and purchased products.
8.2 Until customer has made full payment in accordance with the preceding clause, Scandraft reserves the right to unilaterally and without stating a reason cancel all or part of a specific order or purchase and reclaim all cancelled products.
8.3 If products are cancelled or reclaimed in accordance with the preceding clause, customer shall cooperate in the reclaim and indemnify Scandraft for all damage suffered by Scandraft due to the customer’s failure to cooperate. 
8.4 Until customer has made full payment, the customer shall have no right to expend Machines, in whole or in part, sell Machines to third parties or in any other way dispose of Machines.
8.5 The customer agrees to indemnify Scandraft without any limitation if customer breaches the terms of this section. 

 

9 INTELLECTUAL PROPERTIES

9.1 All information on our website, in our catalogues, in our communications to you or whish is otherwise made available to you by Scandraft or our suppliers and partners – including but not limited to images, graphic representations, texts, trademarks, product names, brands and patterns – belong either to Scandraft or to our suppliers and partners (hereinafter referred to as “Rights”).
9.2 The customer does not have the right to use Rights, transfer Rights to third parties or otherwise make Rights available to third parties without Scandraft’s prior written consent.
9.3 The customer acknowledges that Scandraft has full right of ownership to Rights, without any restriction whatsoever in any way or to any extent. 
9.4 Nothing in these terms and conditions, in other contracts or agreements, or in communications between Scandraft and customer shall mean, imply or be interpreted to mean any transfer of all or part of the ownership, in whole or in part, to Rights to customer, or any grant of any other form of right related to Rights, other than what is expressly stated in these terms and conditions. 

 

10 COLOURS, IMAGES, BALANCES, PRICES AND OTHER INFORMATION

10.1 Scandraft always aims to ensure that pictures, textures and other details on products are true representations of the products’ appearance. However, the way colours and other details are rendered differs between different computers, tablets, phones and their screens. We therefore cannot guarantee that images and other product information on our website, in our emails or in our catalogues are exact representations of a product’s actual appearance.
10.2 Moreover, we aim for all information provided by us to customer to be accurate and as complete as possible. However, Scandraft disclaims responsibility for writing and printing errors and other incorrect information, which shall not be binding for Scandraft.
10.3 We reserve the right to retroactively correct mistakes regarding certain products, their prices or delivery information as well as inventory balance, even after a purchase or order has been completed.
10.4 In cases where an incorrect price has been stated, we have a right, but not an obligation, to cancel the purchase or order and repay any amount that has been paid for the product in question.
10.5 If a product in our range of products cannot be delivered, we are under no obligation to procure and deliver that product, even if the customer has paid for it. Instead, the customer has the right to receive a refund of the price paid for the product.
10.6 Scandraft reserves the right to change its product range at any time and the existence of a specific product on Scandraft’s website or in its catalogue does not mean any obligation whatsoever for Scandraft to sell or deliver the such product to customer.
10.7 All information, images, texts, specifications, durability specifications and all other information and statements on our website, in our catalogues or which is otherwise communicated by us to customer are to be considered merely as advisory and do not constitute guarantees in any way or to any extent. 
10.8 Scandraft reserves the right to change all information without prior notice, including but not limited to images, specifications, prices and balances.
10.9 Kunden är införstådd med att kunden inte äger rätt till skadestånd eller någon som helst form av ersättning för eventuella brister eller felaktigheter i den information, oavsett vad den omfattar eller avser, som återfinns på Scandrafts hemsida, i vår katalog eller som på annat sätt kommuniceras med kunden. 
10.9 Customer understands and accepts that customer has no right to damages or to any form of compensation whatsoever for any errors or inaccuracies in information on Scandraft’s website, in our catalogue or which is otherwise communicated to customer, whatever such error or inaccuracy comprises or relates to. 

 

11 REMARKS, COMPLAINTS, CLAIMS ETC

11.1 If you have any remarks or complaints about goods or services supplied to you by Scandraft, please contact us in the first instance. We will examine all complaints and normally respond promptly to all related questions. 
11.2 All claims concerning damaged or faulty products or deficiencies in services must be communicated to Scandraft in writing. We recommend doing this without delay to enable us to process your claim optimally. However, the customer understands that special conditions and time frames apply to claims, as set out below.
11.3 The following applies if customer arranges for the transport of the products. Customer alone is responsible for transportation of the products from the location specified by Scandraft. This means that customer must either transport the products itself or engage a third party to do so. All faults, damages or other deficiencies in the products must be documented and communicated to Scandraft without delay and before the products transported from the location specified by Scandraft. All faults, damages or other deficiencies, whether hidden or visible, that are not documented and communicated to Scandraft before the products are collected from  Scandraft’s warehouse/factory or designated location are outside the scope of Scandraft’s liability for the products. Customer or the customer’s carrier shall be liable for all faults, damages or other deficiencies in the products that occur after the responsibility for the products has passed to customer. If the customer uses a carrier, customer understands that liability for such damages shall be regulated according to the rules applicable to the transport in question. This means that customer must communicate any complaints regarding delivery damage to the carrier that transported the goods. Customer understands that there are often specific time frames for submitting claims for delivery damage and that it is therefore important that customer immediately unpacks and inspects the goods on receiving them from the carrier. 
11.4 The following applies if Scandraft arranges the transport of the goods. In such cases, it is customer’s responsibility to inspect all the products included in the order immediately when they are delivered at the delivery site and in the presence of the carrier. All faults, damages or other deficiencies in the products must be reported to the carrier immediately and documented according to the carrier’s instructions or in another way that clearly proves the existence and extent of the damages. The carrier must sign this damage report. After this, the carrier must transport the products back to Scandraft, including the products that the claim regards. When the products that the damage claim regards have been returned to Scandraft, Scandraft will process the claim with the carrier on behalf of customer. However, customer understands that Scandraft will not accept any further liability towards customer for the goods damaged in transit that goes beyond the carrier’s liability towards Scandraft. Moreover, customer understands that neither the carrier nor Scandraft shall be liable for any faults, damages or other deficiencies in the products, whether hidden or visible, that have not been documented, reported and dealt with in the way now described. 
11.5 Without affecting what is set out above, all other claims relating to the Contract Documents, our products or services must be submitted to us as soon as possible and in any event within reasonable time after you discovered, or after conducting a reasonable inspection should have discovered, the deficiency or fault the claim covers or is based on. 
11.6 All claims must be submitted in writing and must clearly describe the fault, damage or other deficiency that the claim regards. 
11.7 All return of products must first be approved by Scandraft. For this reason, always contact Scandraft before returning a product. Damaged packaging must be saved and included along with the claim.  Approved returns must be sent to a location specified by Scandraft. 
11.8 Faulty products approved by Scandraft can be returned free of charge by a mode of transport decided by Scandraft along with the return note received from Scandraft. Free of charge in this instance means a return that is free of charge for customer. Faulty goods must not be sent by collection on delivery or in any other similar manner.
11.9 Customer is only entitled to cancel and/or return ordered products after written approval has been obtained from Scandraft, in which case customer, after the return has been completed, will be credited with the invoiced amount minus 20% with a minimum of SEK 200.
11.10 Customer is responsible for complying with the terms set out above and elsewhere in these terms and conditions with regard to complaints and claims, as well as with other instructions issued by Scandraft in connection with specific complaints or claims. When returning goods, customer must always use a return notice with a return authorization number (RMA number) provided by Scandraft. Goods returned by customer must be dispatched undamaged in the original packaging. Cost for return carriage shall be paid by customer. Return for repurchase according to the above must always take place within 14 days of Scandraft approving the repurchase. The right to cancel orders does not apply to specially ordered products and processed products.
11.11 If customer returns a faulty product without Scandraft’s approval or fails to follow the correct process or any instructions provided directly by Scandraft, Scandraft shall have the right to refuse the products and charge customer in full. Scandraft reserves the right to charge customer any additional costs arising from customer’s failure to follow the above process. 
11.12 The relevant parts of the above wording apply to complaints or claims concerning ongoing or completed services, although with the exception of returns, since services cannot be returned. Scandraft has the right to take corrective measures within a reasonable time regarding ongoing or completed services to the extent that Scandraft considers the complaint or claim to be correct.  
11.13 The customer shall bear the responsibility if faults or deficiencies are aggravated or if consequential faults or consequential deficiencies or other faults, damages or deficiencies arise due to customer’s failure to promptly report the fault or deficiency from the time the customer discovered or should have discovered it. 
11.14 Regardless of what is stated above or elsewhere in these terms and conditions, all complaints and claims related to the Contract Documents or to our products and services must be reported to us as soon as possible, and within a reasonable time after you discovered the circumstances that the claim regards or on which it is based. Claims that are made later than twelve (12) months after the date when the circumstances on which the claim is based became known to you, or should have become known to you after reasonable inspection, cannot be claimed against Scandraft. 
11.15 Complaints, remarks or claims that do not comply with the terms set out in this section shall be considered invalid and cannot be brought against Scandraft in any way or to any extent. Customer acknowledges that the mere fact that customer complies with the terms of this section does not make Scandraft liable for the circumstance that the complaint, remark or claim covers or regards but instead the question of liability between the parties is specifically regulated in other parts of these terms and conditions.

 

12 LIABILITY AND LIMITATION OF LIABILITY

12.1 Scandraft’s liability is limited to some extent, not least because of circumstances beyond  Scandraft’s control but also because of other considerations. These limitations are set out in this section and other sections of the Contract Documents and are applicable to all claims that may be brought against Scandraft.
12.2 Scandraft’s liability for damages that you maye suffer because of faults or negligence in services or prodcus that we provide is always limited to the actual and proven damage suffered by you. Scandraft will never be liable for any indirect damages, including but not limited to loss of profit, increased costs and other consequential damages as well as damage to property. Moreover, all compensation that you can obtain from insurance policies or other contracts or benefits will reduce the actual damage proportionally.
12.3 Any information published about products sold by Scandraft originates from Scandraft’s various suppliers. This information does not in any way constitute a guarantee from Scandraft that the goods comply fully with the information provided by the supplier. It is up to customer to verify that the product meets all the supplier specified conditions. In light of the wide variety of possible uses for each product and the development of new possible uses, customer should carefully assess the suitability of the product for its intended use. 
12.4 Technical advice provided by Scandraft at any given time is based on the knowledge that Scandraft possesses at that time regarding the products, their areas of application and their possibilities. The technical advice does thus not constitute a guarantee or commitment regarding the products’ specific properties or areas of application. It is therefore customer’s responsibility to ensure that the products are suited to customer’s specific needs, production processes and intended application areas. 
12.5 In other respects, Scandraft’s liability is always limited to original faults. Original faults means faults that arose before Scandraft delivered the product for collection. Original faults include, for example, manufacturing faults. What is stated here does not cover advice, accessories, consumables and wear parts. 
12.6 Scandraft har emellertid inget ansvar som helst för fel, brister eller skador som uppstår på grund av felaktig montering eller installation, felaktig skötsel, vanvård, felaktigt brukande, felaktig användning, otillräckligt underhåll, användning av förbrukningsmaterial och tillbehör som inte kan anses ha godkänd kvalitet enligt Scandraft, onormal förslitning, vårdslöshet eller annan omständighet som kan hänföras till kunden. Scandraft ansvarat inte heller om ingrepp i produkt, reparation av produkt, montering av produkt eller installation av produkt utförts av någon annan än av Scandraft anvisad personal. Vidare är Scandrafts ansvar för fel villkorat av att kunden följt alla tillgängliga manualer och andra instruktioner.
12.6 However, Scandraft accepts no liability whatsoever for faults, defects or damages due to incorrect assembly or installation, incorrect care, improper treatment, incorrect use, incorrect handling, inadequate maintenance, use of consumables and accessories deemed by Scandraft to be of inadequate quality, abnormal wear, negligence, or other circumstances attributable to the customer. Neither does Scandraft accept liability for modifications or repair to products, or assembly or installation of products performed by persons other than staff appointed by Scandraft. Furthermore, Scandraft’s liability for faults is conditional on the customer having complied with all available manuals and other instructions.
12.7 Scandraft has no liability for faults or damages to a product or service which is the result of or related to any action or omission by a third party. 
12.8 Scandraft has the right to rectify faults and deficiencies within a reasonable time if Scandraft deems rectification possible. In such cases, customer shall provide Scandraft with all assistance necessary to rectify the fault or deficiency. However, instead of rectifying the fault, Scandraft has the right to replace all or parts of the product at Scandraft’s own discretion. Scandraft has the right to replace the product with an equivalent product if the original product is no longer available or entails higher cost than an equivalent product. Rectification in accordance with this clause is free of charge for the customer with regard to the work carried out. However, Scandraft is entitled to compensation for expenses for travel, meals and accommodation in connection with the rectification work. 
12.9 Om inget annat särskilt överenskommits skriftligen mellan parterna och om Scandraft inte i skrift meddelar kunden annat avseende viss produkt, är Scandrafts ansvar för fel begränsat till en period om tolv (12) månader från det att produkten levererats. För vissa produkter kan således en längre period gälla än den som nu angetts. Dock är Scandrafts ansvar för produkter som Scandraft köpt in från eller som levereras av tredje parter aldrig mer omfattande än den garanti som gäller mellan sådan tredje part och Scandraft. För begagnade produkter är Scandrafts ansvar alltid begränsat till tre (3) månader från det att produkten levererades. För produkter som ersätter ursprunglig produkt vid hanterande av brist eller fel enligt dessa villkor gäller samma villkor som för den utbytta ursprungliga produkten.
12.9 Unless otherwise separately agreed in writing between the parties and unless Scandraft notifies customer otherwise in writing regarding a specific product, Scandraft’s liability for faults is limited to a period of twelve (12) months from when the product is delivered. This means that a longer period than the one stated here may apply to certain products. However, Scandraft’s liability for products purchased by Scandraft from third parties, or delivered by third parties, shall never extend beyond the warranty that applies between said third party and Scandraft. Regarding used products, Scandraft’s liability is always limited to three (3) months from the time the product is delivered. Products used to replace original products to rectify a deficiency or fault under these terms and conditions are subject to the same terms and conditions as the replaced original products.
12.10 What is stated above for products shall in applicable parts also apply to services. Moreover, customer acknowledges that customer is not entitled to any payment or compensation whatsoever, regardless of what is stipulated in the Contract Documents, for interruptions, delays or other negative impacts suffered by customer that are related to natural consequences of performing services.
12.11 Scandraft has no liability for increased costs suffered by customer, including but not limited to increased energy costs or other similar costs or for damage to floors or other property belonging to customer or to third parties, regardless of whether or not the product or service is to be considered deficient. 
12.12 Compensation for any claims is to be considered goodwill on Scandraft’s part, and never constates an admission of liability or fault unless expressly stated in writing by Scandraft. 
12.13 Moreover, Scandraft accepts no liability whatsoever 
a) for damage that may arise because we receive instructions from you too late, receive incomplete instructions or do not receive complete and due payments, are not promptly provided with access to the necessary equipment or other property, documentation or information, to enable us to take necessary action to avoid such damage with reasonable opportunity and customary preparation; 
b) towards third parties, in any manner or to a any extent, for damages or other undesirable results arising either i) due to customer using the services or goods provided by Scandraft in ways that Scandraft could not reasonably have foreseen, or ii) due to customer granting or giving third parties access to the services or goods provided to customer by Scandraft in ways that are not expressly authorized under the Contract Documents or under other contracts between Scandraft or the customer; 
c) towards customer for damages, costs or other effects that arise from customer’s use of Scandraft’s services or the results thereof, or use of Scandraft’s products, in ways that Scandraft could not reasonably have foreseen when the service was performed or the products delivered, or in ways that violate applicable laws and regulations, or that in other ways arise due to intentional or negligent acts on the part of customer or breach of the Contract Documents or other valid contracts or agreements between Scandraft and customer; or
d) for damage or negative effects, in any manner or extent, suffered by customer which are related to customer having breached any of its commitments or obligations under these terms and conditions, either wholly or partly, or having failed to assist Scandraft in the manner and to the extent deemed necessary by Scandraft in order for Scandraft to meet its obligations under these terms and conditions or under contracts or agreements with customer.
12.14 The customer acknowledges that Scandraft has no liability whatsoever for damages suffered by customer, including, but not limited to delays, downtime, usage limitations and consequences thereof, which is wholly or partly a result of customer’s failure to meet its obligations according to this section or these terms and conditions or which otherwise arises due to customer’s actions or negligence. 
12.15 The customer shall indemnify Scandraft for all damages, expenses, fines, claims or other actions brought against Scandraft that a) are based on customer’s use of Scandraft’s services or results thereof, products or property, in ways that Scandraft could not reasonably have foreseen when the service was performed or the products delivered, b) are based on customer’s use of Scandraft’s services or results thereof, products or property in ways that violate applicable laws and regulations, c) in other ways arise due to intentional or negligent acts on the part of customer or breach of the Contract Documents or other valid contract or agreement between Scandraft and customer, or d) arise due to the customer’s failure to meet its commitments or obligations under these terms and conditions. 
12.16 In order to be valid, claims must be brought against the other party no later than two (2) years after the damage occurred. Otherwise, the injured party will lose its right to claim compensation for the damage, regardless of what is otherwise stated in these terms and conditions.
12.17 Customer must take reasonable action to limit its damage. Failure to do so may result in the compensation being reduced proportionally.
12.18 Scandraft accepts no responsibility whatsoever for faults, damage, delays, operational disruption or other negative or undesirable effects suffered by the other party due to Force Majeure events as set out in these terms and conditions. 
12.19 Under all circumstances, regardless of the extent of the damage and the nature of the damage or claim, or what is otherwise stated in the Contract Documents or in these terms and conditions or other agreements between Scandraft and the customer, Scandraft’s total liability towards customer for certain damages or claims, regardless of their nature or extent, including but not limited to tort liability, shall always be limited to the purchase price paid by customer for the product or products that the damage or claim comprises, or to the amount paid by the customer for the service or services, or parts of services, that the damage or claim concerns. Customer is not entitled to any further compensation than what is stated here, including but not limited to compensation for costs related to the customer’s own or others’ work, costs related to third parties or legal representatives, or costs of legal or other advice.
12.20 The limitation of liability specified here or which may otherwise have been agreed separately between customer and Scandraft also applies to all owners of Scandraft, all employees of Scandraft and everyone who works for or has worked for, is engaged by or has been engaged for Scandraft in any capacity. 

 

13 PERSONAL DATA

13.1 Customer understands and accepts that Scandraft may collect, process and retain personal data regarding customer and/or  customer’s employees or other persons associated with customer in connection with orders, deliveries, the issuing of offers or other situations that concerns the relationship between Scandraft and customer. 
13.2 Scandraft is the data controller of all personal data (usually name, address, telephone number, fax number and email) regarding customer (including customer’s representatives, persons working for customer whom we are in contact with when performing work, and beneficial owners) that Scandraft may collect, receive, obtain, process, retain or otherwise come into contact with in connection with a specific offer, order, purchase, work assignment or other situation associated with Scandraft’s business.
13.3 The purposes of the processing referred to in the previous paragraph are to administer and carry out orders, purchases and other work that we perform for you at any given time and, where applicable, to fulfil our legal obligations and for marketing purposes. Further information on how Scandraft processes personal data can be found in Scandraft’s privacy policy on our website
13.4 When you do business with us and communicate or otherwise supply us with personal data, either directly or through your representatives, you entrust us to process personal data according to what is set out in these terms and conditions and on our website. You also confirm that all personal data provided to us are correct and collected and transferred to us in a legal manner and do not conflict with the purposes stated above, or with what is stated regarding our processing of personal data as set out on our website, or with applicable law.
13.5 This means that customer is responsible for ensuring and obtaining consent for Scandraft to collect, process and retain personal data from customer and all its staff and other persons engaged by customer. 
13.6 Customer shall indemnify Scandraft for all and any damage suffered by Scandraft as a result of customer not obtaining necessary consent for collection, processing and storage of personal data.
13.7 In other respects, Scandraft’s personal data policy shall apply.

 

14 COMMUNICATION

14.1 The parties acknowledge and agree that sensitive information must never be sent by email or other communication channels that are not secure and encrypted. 
14.2 If either party nevertheless chooses to send sensitive information to the other party via email or other unencrypted communication channels, the party sending the information acknowledges that it is aware that the information thus sent may be intercepted or otherwise accessed by third parties or become infected with viruses or other malicious software. The receiving party shall have no liability for damage suffered by the sending party due to the actions and events stated here or similar actions and events. 
14.3 In certain cases, emails and other electronic messages may be rejected due to antivirus software, spam filters and other similar security solutions. It is therefore important to monitor that important messages have been duly received by the recipient. The parties cannot take responsibility for instructions or information contained in messages that they are unaware of. 
14.4 If either party uses communication channels specified by the other party or channels that the parties have previously used when performing work or communicating with other contacts, the messages and information sent to the receiving party will be assumed to have reached that party.

 

15 FORCE MAJEURE

15.1 The term “Force Majeure” shall be deemed to cover all events or circumstances that are beyond the control of and due to no fault or negligence on the part of the negatively impacted party who despite observing reasonable care was unable to prevent and foresee said event or circumstance, including but not limited to  riot, war, warlike operations, mobilisation or general military conflict, terrorism, civil war, natural disaster, decisions by regulatory authorities, government intervention, changes in law and legislation, strike, lockout, boycott or other labour disputes, labour dispute, fire, flooding, electrical faults or other faults affecting power supply, power outage (whether unforeseen or planned), interruption of internet services, network disruption, pandemic, restrictions due to ongoing pandemics and other similar circumstances or events of a similar nature or significance.
15.2 Neither party shall be liable for any failure to meet its obligations under the Contract Documents, if fulfilment of these obligations is prevented or delayed due to Force Majeure, provided the negatively impacted party complies with the terms set out in this section.
15.3 If a Force Majeure event occurs, the party that is prevented or delayed in meeting its obligations under the Contract Documents shall notify the other party in writing of the situation within a reasonable time after the Force Majeure event occurred. The impacted party shall provide the other party with complete information about the Force Majeure event that prevents or delays the party’s fulfilment of its obligations under the Contract Documents, as well as an estimation of how long the impacted party expects said Force Majeure event to continue. The impacted party must make reasonable efforts to mitigate the effects of the Force Majeure event on the party’s compliance with the Contract Documents and to fulfil its obligations under the Contract Documents. If the impacted party breaches these terms, the other party shall be entitled to claim compensation for breach of contract, despite the existence of Force Majeure.
15.4 As soon as the force majeure event is over, the impacted party shall fulfil its obligations in accordance with the Contract Documents. If a force majeure incident lasts so long that the terms and purpose of the Contract Documents cannot be fulfilled, both parties shall have the right to immediately terminate their obligations under the Contract Documents by notifying the other party of this in writing.
15.5 An event of Force Majeure does not discharge a party from responsibility for obligations that arose before the Force Majeure event took place. A Force Majeure event is never a valid reason to refrain from paying fees, costs or other payments on time in accordance with the Contract Documents, unless the Force Majeure event consists of the termination of transaction and/or exchange systems of banks used by the impacted party.

 

16 TERM AND TERMINATION

16.1 Contracts or agreements between the parties are valid during the time period specified in each separate contract/agreement, or otherwise when the undertakings covered by the contract/agreement have been performed. 
16.2 For contracts and agreements that can be regarded as being of an ongoing running nature and do not stipulate a set term, the contract/agreement shall be valid until further notice and can be terminated by either party by submitting written notice of termination to the other party, after which the contract/agreement shall cease three (3) calendar months after the last day of the month in which the other party received the notice of termination. 
16.3 Either party shall have the right to terminate a contract or agreement that can be regarded as being of an ongoing running nature with immediate effect and without prior notice if a) the other party commits material breach of these terms and conditions or a contract/agreement between the parties that these terms and conditions apply to, or b) the other party becomes insolvent, is declared bankrupt, commences composition proceedings or can be considered to have become insolvent for other reasons. 
16.4 Moreover, Scandraft shall have the right to terminate all contracts with the customer with immediate effect if the customer has a) breached or otherwise acted in violation of any of clauses 5.5, 7.14, 8.4, 8.5, 9.2, 12.15, 12.17, 13.4, 13.5 or 13.6 in these terms and conditions, or b) commits acts or acts of negligence that causes, or could cause, damage to Scandraft, its business or its reputation.  
16.5 The parts of these terms and conditions that by their nature are to remain valid after a contract or agreement between the parties has been terminated, including but not limited to what is stipulated in these terms and conditions regarding the parties’ liability as well as in sections 1, 2, 7, 8, 9, 11, 12 and 13, shall continue to be valid after the contract or agreement between the parties has been terminated, regardless of cause.

 

17 RELATIONSHIP TO THIRD PARTIES

17.1 The customer understands and accepts that Scandraft has the right to transfer monetary claims to third parties.
17.2 Customer understands and accepts that the commitments and obligations set out in the Contract Documents also apply to other companies in the same group as Scandraft and other companies related to Scandraft, as well as parties to which Scandraft could transfer, in whole or in part, rights comprised by the Contract Documents.

 

18 MISCELLANEOUS

18.1 These terms and conditions belong to Scandraft and may not be copied, reproduced, distributed or otherwise handled without Scandraft’s prior written consent. 
18.2 Scandraft reserves all rights that are not expressly granted to customer in these terms and conditions or in other contracts between Scandraft and customer.
18.3 Nothing in these terms and conditions is to be interpreted to mean that any partnership, agency relationship, joint venture or employment relationship is established between Scandraft and the customer.
18.4 Neither Scandraft nor customer has the right to bind the other party, enter into contracts in the other party’s name or otherwise create responsibilities or obligations for the other party while fulfilling its obligations or exercising its rights under these terms and conditions or in other ways.
18.5 Customer has no right to transfer all or parts of its obligations or rights under these terms and conditions, or under other contracts or agreements between Scandraft and customer, without Scandraft’s prior written consent.
18.6 Scandraft has the right to transfer, in whole or in part, all its rights or obligations under these terms and conditions or other contracts or agreements to which Scandraft is a party without customer’s consent.
18.7 If any of provision in the Contract Documents or part thereof should be found to be invalid, illegal or unenforceable, this shall not invalidate the Contract Documents in their entirety. Rather, to the extent that the invalid provision materially affect a party’s benefit or performance according to the Contract Documents, the Contract Documents shall be appropriately adjusted to the minimum degree possible to make them valid, legal and enforceable. If such adjustment is not possible, the invalid provision part thereof shall be regarded as deleted from the Contract Documents.
18.8 A relinquishment of any right under the Contract Documents shall only be valid made in writing and shall not be regarded as a relinquishment of any consequential breach or other breach or violation of the Contract Documents.
18.9 If a party refrains from, or is delayed in, exercising any right under the Contract Documents or under law, that shall not mean that the party relinquishes that right or any other right, nor does it prevent or limit the exercising of that right or any other right on another occasion. No individual or partial exercising of any right under the Contract Documents or under the law shall prevent or limit the future exercising of that right or any other right under the Contract Documents.

 

19 APPLICABLE LAW AND DISPUTES

19.1 Swedish law, with the exception of its law and principles on choice of law, shall apply to the Contract Documents and all other contracts or agreements between Scandraft and customer that are related to the Contract Documents, as well as any disputes arising from the Contract Documents or other contracts or agreements between Scandraft and customer that are related to the Contract Documents.
19.2 Disputes arising from the Contract Documents or other contracts and agreements between Scandraft and customer that are related to the Contract Document shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the SCC Arbitration Institute. The arbitrator shall be appointed by the Arbitration Institute.
19.3 The seat of arbitration shall be Gothenburg, Sweden, and the arbitration language shall be Swedish.
19.4 Notwithstanding what is stated above, Scandraft shall always have the right (but not an obligation) to bring proceedings in such public courts authorized to settle issues regarding injunctions and interim injunctions that are based on unauthorized use of Scandraft’s intellectual property rights or in such other circumstances where Scandraft reasonably deems such precautionary measures to be necessary in order to protect its interests, prevent damage or preserve the status quo.
19.5 Notwithstanding what is stated above, Scandraft shall always have the right (but not an obligation) to bring proceedings in such public courts or other institutions authorized to settle issues regarding monetary claims in those instances where Scandraft has an overdue claim against customer.