For Bilbyggarna Wallhamn
SPECIAL VEHICLE CUSTOMIZATION
TABLE OF CONTENTS
These terms shall apply when Bilbyggarna Wallhamn, a branch of Wallhamn AB, reg. no. 556669-2009 (“Supplier”), enters into an agreement with a business entity (“Customer”) for the special customization of vehicles. Deviations must be agreed upon in writing to be valid.
The Agreement refers to the documents listed in point 3.
The Customer refers to the business entity that places an Order with the Supplier.
Order refers to the order placed by the Customer for the special customization of vehicles as regulated in point 4.
Vehicle refers to the vehicle or vehicles that the Supplier has undertaken to customize for the Customer.
Supplier refers to Bilbyggarna Wallhamn, a branch of Wallhamn AB, reg. no. 556669-2009.
Equipment refers to materials, equipment, and/or furnishings that the Supplier installs in or on the vehicle.
Installation work refers to the design and interior work carried out by the Supplier to install equipment, as well as perform electrical installations, in or on the vehicle.
Order confirmation refers to the Supplier’s confirmation that the Order has been accepted as regulated in point 4.
Part refers to each party separately, and Parties refer to the parties collectively.
Standard concept refers to standard solutions/executions for the special customization of vehicles with specific Equipment developed by the Supplier or otherwise provided.
Provided Equipment refers to materials, equipment, and/or furnishings provided by the Customer, whether new or used, even when the Supplier has been responsible for procurement from the Customer’s supplier.
3 AGREEMENT AND ITS SCOPE
The Supplier undertakes to customize vehicles for the Customer for payment in accordance with this agreement. The agreement between the Supplier and the Customer consists of the below-mentioned documents including any attached appendices (“Agreement”). The documents complement each other. If there are conflicting provisions in the documents, the following order applies unless circumstances obviously dictate otherwise:
- 1 Collaboration agreement including appendices
- 2 [LFG21, General delivery terms for the delivery of modifications such as bodies, tips, cranes, roll-off containers, lift dumpers, tank constructions, etc., as well as trailers.]
- 3 Order confirmation
- 4 Order
4.1 Orders are placed via the Supplier’s case management system, by referring to the applicable quotation/quotation number and the quantity of vehicles with the specifications provided in the quotation.
4.2 An order becomes binding when the Customer receives the Supplier’s confirmation (“Order Confirmation”) upon a status change in the Supplier’s case management system.
5 PROVIDED EQUIPMENT
5.1 The Supplier handles all new materials included in the construction unless specific reasons exist, and then only if the value of the material provided by the Customer accounts for 5% of the total sales value of the material in the construction or lower. This is not applicable to the transfer of materials.
For Provided Equipment, the following applies:
a) The material must be sorted, packaged, and labeled in a suitable manner, compatible with the Vehicle and other current Equipment, and in a condition suitable for installation. Installation instructions must accompany the material provided by the Customer in all cases.
b) The Supplier has the right to refuse installation of material that it does not consider to meet the requirements in point a). In such a case, the Supplier shall return it to the Customer unless otherwise agreed. The return cost shall be borne by the Customer.
c) In the event of delays in the provision of equipment, the customization of the respective vehicle is planned for the earliest possible opportunity. If the delay results in additional costs for the Supplier, the Customer is responsible for these costs.
d) For the Supplier’s handling of the provided equipment, a flat fee of 1420 SEK applies.
6 VEHICLES PROVIDED BY THE CUSTOMER
6.1 In the case of special customization of new vehicles provided by the Customer, the Supplier is not liable for damages and deterioration to the vehicle that occurred before the vehicle came into the possession of the Supplier, upon entering the workshop.
6.2 In the case of special customization of used vehicles provided by the Customer, the Supplier is not liable for damages and deterioration to the vehicle.
6.3 In the case of special customization of used vehicles provided by the Customer, the Supplier shall assess the condition of the vehicle and its suitability for the requested special customization. In cases where the vehicle is deemed unsuitable, the Supplier shall propose suitable actions if available. In cases where the proposed actions are not suitable or the Customer does not wish to undertake the proposed actions, the Supplier has the right to refuse the execution of the special customization.
6.4 In the event of delays in providing the vehicle, the customization of the respective vehicle is planned for the earliest possible opportunity. If the delay results in additional costs for the Supplier, the Customer is responsible for these costs.
7.1 The agreed price is stated in the current Quotation and Order Confirmation. If there is no current Quotation at the time of ordering, the Customer should request one from the Supplier. The Quotation should be provided to the Customer within 3 working days unless there is a specific reason.
7.2 The Supplier reserves the right to change prices due to changes in production and procurement costs between the Order Confirmation and delivery. If taxes, tariffs, or public fees are increased during this time, the Customer shall pay a price supplement corresponding to the Supplier’s increased costs if they exceed one thousand (1000) SEK.
8 DELIVERY AND DELIVERY TIMES
8.1 The delivery method is Ex Works [Wallhamn] according to Incoterms® 2010.
8.2 The Supplier shall notify the Customer when the Vehicle is ready for delivery and, within three (3) working days thereafter, place the Vehicle at the Supplier’s unloading area. The delivery of the Vehicle is considered complete upon placement at the unloading area, regardless of when the Customer actually takes possession of the Vehicle.
8.3 The delivery time is calculated for each specific occasion and depends on when the materials and the vehicle are delivered to Wallhamn. Once the latest date for the materials or the vehicle is established, the Supplier can inform the Customer of the delivery date. However, the Supplier aims to deliver a completed customization within 4-6 weeks.
9 “BLOCK ORDER”
9.1 For orders of vehicles or more, the Customer and the Supplier shall jointly create a delivery plan for the number of vehicles included in the Block Order.
9.2 The Supplier is entitled to an extended delivery time for additions to or adjustments of the Order that occur after the issuance of the Order Confirmation. The additional order or adjustment is considered a new Order and becomes binding only after the Supplier issues a new Order Confirmation. The Supplier shall indicate the new delivery date when issuing the new Order Confirmation.
9.3 The Supplier always has the right to an extended delivery time due to circumstances that constitute force majeure under point 23.
10 CUSTOMER’S DELAY
10.1 If the Customer’s actions or financial circumstances are such that there is reason for the Supplier to believe that the Customer will not make full payment, the Supplier may suspend its performance of the Agreement and demand advance payment or satisfactory security to resume performance.
10.2 If the Supplier has already placed the Vehicle at the unloading area and it is found that the conditions referred to in the previous point exist on the Customer’s side, the Supplier may prevent the Vehicle from being released to the Customer. The Supplier shall promptly notify the Customer in writing of the decision to suspend the performance of the Agreement.
11 DELIVERY INSPECTION OF CUSTOMIZED VEHICLES
11.1 The Supplier shall conduct a delivery inspection of the completed Installation work and prepare a protocol that is handed over upon delivery. The Customer shall conduct a corresponding delivery inspection, prepare an approved protocol, and submit it to the Supplier before taking possession of the Vehicle.
12.1 Invoicing is done via e-invoices; in cases where the Customer cannot handle e-invoices, invoices are sent by mail.
12.2 Payment of invoices shall be made within thirty (30) days from the invoice date.
12.3 In no case does the Customer have the right to withhold payment, such as in cases of delay, defects, or failure to take possession of the Vehicle.
12.4 In the event of delayed payment, default interest is charged according to the Interest Act and a default fee according to Section 4a of the Compensation for Collection Costs Act (1981:739).
13 LIABILITY FOR DEFECTS AND WARRANTIES
13.1 The Supplier undertakes, in accordance with the provisions of this Section 13, to rectify all defects caused by deficiencies in the Equipment and Installation Work. This does not apply to equipment provided by the Customer.
13.2 The Supplier shall first be given the opportunity to remedy defects, and secondly, to carry out replacement deliveries. If rectification through remedy or replacement becomes unreasonably burdensome for the Supplier, the Customer may instead be granted a price reduction. If a full price reduction is granted, the Customer shall return what the Supplier has provided. The Customer is not entitled to claim any other remedies for defects other than as specified below.
13.3 Full rectification warranty is provided as follows:
(i) Two (2) years for Equipment (excluding other parts of the Vehicle) supplied by Conturas AB, Awimex International AB, and Wallhamn Produkter.
(ii) Five (5) years for Equipment (excluding other parts of the Vehicle) supplied by Modul System HH AB and System Edström Bilinredningar AB.
(iii) For other Equipment, a rectification warranty is provided that corresponds to what is provided by the respective subcontractor.
(iv) No warranty is provided for the development of new products/prototypes that do not constitute Standard Concepts.
(v) No warranty is provided for Equipment provided by the Customer.
Installation Work Warranty
13.4 Warranty for installation work is provided in accordance with the warranty periods of the material supplier as stated above. A 2-year warranty is provided for installation work of Customer-provided Equipment if installation instructions have been provided by the Customer. If the Customer has not provided installation instructions for Customer-provided Equipment, no warranty is provided for the installation work.
Other Warranty Terms
13.5 The specified warranties above apply only under the condition that defects existed at the time of delivery according to the protocol or occurred during the specified warranty periods due to normal wear and tear.
13.6 The specified warranties above apply only to damages to Equipment or Installation Work caused by the Supplier or its subcontractor. This means, among other things, that the Supplier is not liable for defects caused by or resulting from:
(i) mishandling on the part of the Customer,
(ii) failure by the Customer to follow maintenance instructions provided by the Supplier,
(iii) obvious neglect, misuse, or overloading,
(iv) modifications, repairs, or alterations to the Equipment outside the Supplier’s supervision or workshop that have not been approved by the Supplier, and the use of non-original spare parts,
(v) external damage to the Vehicle or accidents that affect the assembly or equipment, or
(vi) use of non-recommended maintenance equipment, etc.
13.7 The rectification warranty is limited to covering only Installation Work and the restoration of Equipment. Consequential damages or other damages to the Vehicle resulting from delivered and installed Equipment or the Installation Work itself are not covered by the rectification warranty.
13.8 The provided warranties exclusively apply to original assembly. For the warranties above to apply, it is required that the Supplier has conducted a delivery inspection of the completed Installation Work and that a protocol for the delivery inspection has been provided upon delivery. Furthermore, it is required that the Customer subsequently conducts a corresponding inspection upon delivery, and submits an approved protocol from their inspection to the Supplier before the Vehicle is put into operation.
13.9 After rectification of a defect, the same warranty period as for the original parts applies. In other words, the warranty period is not extended unless the Parties agree otherwise in writing.
13.10 In the event that the Customer reports a defect concerning Installation Work, and it becomes evident that the defect is not attributable to the Installation Work, the Supplier shall be compensated for its direct costs incurred due to the measures it had to undertake based on the erroneous defect report.
14 COMPLAINT AND WARRANTY NOTICE
14.1 If the Customer wishes to invoke warranty liability, the Customer shall promptly submit a complaint to the Supplier upon discovery of the defect. The complaint shall be submitted no later than two (2) weeks after the expiration of the warranty period according to Section 13.
14.2 Complaints shall be submitted in writing through the Supplier’s complaint handling system. Photos of the alleged defects must always be attached.
14.3 In a complaint case, the Supplier has the right to examine the Vehicle and rectify any defects at its place of operation.
14.4 Upon the Supplier’s approval of the cost estimate, the Customer has the right to have a third party inspect the Vehicle and rectify any defects.
14.5 If the complaint concerns an individual component or other Equipment that can be transported without inconvenience, Sections 14.3 and 14.4 apply instead for such component.
14.6 The Supplier shall cover the costs arising from Sections 14.3-5 for transporting the Vehicle or component to the location where rectification shall take place.
The Customer shall keep the Vehicle insured. The Supplier shall have a floating vehicle insurance for the Vehicle while it is stored at the Supplier’s premises.
16.1 The Supplier is not obligated to compensate the Customer or third parties for loss of production, lost profits, or other economic losses due to defects in the Equipment or Installation Work.
16.2 The Supplier is not liable for damage caused by the Vehicle to real or personal property or the consequences of such damage if the damage occurs after the delivery date as stated in Section 8.
17.1 The Customer is entitled to cancel an order if the cancellation is made in good time before delivery and to the extent that the Supplier has not incurred costs specific to the particular order.
17.2 In the event of cancellation, the Supplier shall send an acceptance of the cancellation and a breakdown of costs specific to the order to the Customer. The costs must be of such a nature that the Supplier cannot use the material within a reasonable time.
18 EARLY TERMINATION OF THE AGREEMENT
18.1 A Party may terminate the Agreement in writing with immediate effect if the other Party:
(i) breaches any of the terms of the Agreement and does not rectify such breach within a reasonable time after receiving written notice, such notice must be sent to the contract manager of the other Party and signed by a company signatory,
(ii) commits a material breach through gross negligence or willful misconduct,
(iii) declares or actually suspends its payments, initiates negotiations with its creditors, becomes subject to an application for bankruptcy, files for company reorganization or composition with creditors or similar procedures, goes into liquidation, or a receiver is appointed for all or parts of the Party’s assets, or
(iv) undergoes changes in its ownership structure that materially change the conditions of the Agreement.
18.2 In the event of early termination, the Supplier has the right, but not the obligation, to complete the obligations that were ongoing at the time of termination.
18.3 In the event of early termination, the Customer has the right to regain the provided vehicle and/or material upon payment of the Supplier’s incurred costs.
19 AMENDMENTS AND ADDENDA
19.1 Amendments and addenda to the Agreement must be made in the form of written addendum agreements. Addendum agreements must be duly signed by the Parties.
19.2 A Party has the right to request renegotiation of the Agreement if the conditions of the Agreement materially change.
19.3 Amendments and addenda to the Agreement shall, unless otherwise agreed, not affect orders that have already been placed.
19.4 Changes or addenda to orders according to Section 9.2 shall not be considered as changes or addenda to the Agreement under this Section.
20.1 Failure by a Party to point out that the other Party deviates from the terms of the Agreement shall not imply that the Party thereby is considered to have waived its rights, nor shall it lead to a change in the Agreement through passivity.
21 TRANSFER OF AGREEMENT
21.1 A Party does not have the right to fully or partially transfer, pledge, or otherwise assign to a third party rights and/or obligations under the Agreement without the written consent of the other Party.
22.1 The Parties undertake, during the term of the agreement and for three (3) years thereafter, not to disclose to outsiders without the other Party’s approval any information concerning the contents of the Agreement and other information that the Parties have become aware of due to the Agreement, regardless of whether the information has been provided in writing or orally and regardless of format. This applies particularly to information of a technical or commercial nature (“Confidential Information”). The Parties undertake to use Confidential Information solely for the purpose of fulfilling their obligations under the Agreement and not for any other purpose. The receiving Party also undertakes to take necessary measures to prevent employees, consultants, or other intermediaries from using or disclosing Confidential Information to outsiders and to use the same level of care (but not less than reasonable care) to avoid disclosing or using Confidential Information as the Party uses with regard to its own confidential information.
22.2 The above shall not apply to information that:
a) at the time of disclosure is or later becomes publicly available through means other than a breach of the Agreement; or
b) was already available to the receiving Party, or that the receiving Party has developed on its own before entering into the Agreement, and that has not been obtained, directly or indirectly, through a breach of the Agreement.
22.3 This confidentiality obligation does not prevent a Party from disclosing information that it is required to disclose under law, a court judgment, or a decision of an authority. If a Party has an obligation to disclose such information or becomes subject to such an obligation, the Parties undertake to immediately notify the other Party to provide them with the opportunity to take protective measures. The Parties shall do their best to ensure that information disclosed in accordance with this provision is treated confidentially by the recipient of the information to the extent possible.
23 FORCE MAJEURE
23.1 A Party is exempt from sanctions for failing to fulfill its obligations under the Agreement if the failure is due to circumstances beyond the Party’s control and that the Party could not or reasonably should not have foreseen or prevented at the time of entering into the Agreement, such as labor disputes, war, mobilization or unforeseen military call-ups of similar scope, requisition, confiscation, sabotage, riots or uprisings, interruption in the general energy supply, fire, explosion, adverse weather conditions, natural events, or similar circumstances, as well as defects in or delays in deliveries from subcontractors caused by such circumstances.
23.2 A Party intending to invoke the circumstance described above shall immediately and in writing notify the other Party thereof when there is a risk that the obligation cannot be fulfilled or will be delayed. As soon as the invoked circumstance ceases, the Party shall notify the other Party and immediately resume its obligations to the agreed extent.
23.3 Regardless of what is stated above as reasons for a Party’s exemption from agreed obligations, the time for fulfillment shall be extended by the time caused by the circumstance. Each Party has the right to terminate the Agreement if the fulfillment of the Agreement is delayed for more than ninety (90) calendar days.
24.1 Disputes arising from the Agreement shall first and foremost be sought to be resolved through negotiations between the Parties.
24.2 If the Parties’ negotiation does not resolve the dispute, the dispute shall, as a second step, be referred to mediation in accordance with the Law (2011:860) on Mediation in Certain Private Law Disputes, in order to seek to find a mediation agreement within thirty (30) days. The costs of the mediation procedure shall be shared equally by the Parties.
24.3 As a third step, the dispute shall be finally settled through arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply unless the SCC, taking into account the complexity of the case, the value of the dispute, and other circumstances, determines that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators.
24.4 The seat of the arbitration shall be Stockholm unless the Parties agree on a different location.
24.5 The language of the arbitration shall be Swedish.
24.6 Mediation or arbitration invoked under this arbitration clause shall be subject to confidentiality. The confidentiality covers all information revealed during the proceedings as well as decisions or awards rendered in connection with the proceedings. Information covered by confidentiality may not be disclosed to third parties in any form without the consent of the other Party.