- Preamble
These general conditions of sale (“General Conditions”) shall apply when commercial customers (the “Customer”) order products (the “Products”) from Duni AB (“Duni”) at Duni’s website(s) currently located at https://duni.com, together with any subsequent website(s), the (“Website”).
Unless otherwise expressly agreed in writing, these General Conditions shall take precedence of any conflicting or deviating terms and conditions provided by the Customer.
By placing an order for Products on the Website, the Customer agrees to these General Conditions and Duni’s Business Partner Code of Conduct (“Code of Conduct”), available here. If Duni accepts the Customer’s order, a legally binding agreement (the “Agreement”), including these General Conditions and the Code of Conduct, is made between the Customer and Duni.
Duni and Customer are referred to respectively as “Party” and jointly as “Parties”.
- Personal Data
Duni AB, Reg. No. 556536-7488 will process the Customer’s personal data, such as the Customer’s representatives’ name(s) and email address(es), in accordance with current legislation (Data Protection Regulation 2016/679 – GDPR and national laws) in all contacts with Duni.
Please be referred to our website for Duni´s privacy policy governing our processing of personal data.
- Orders
Duni shall be bound by the Customer’s order only after accepting the order in writing. Duni shall within five (5) days after the receipt of a clear order notify the Customer of its acceptance or rejection and, if accepted, the estimated time for delivery. Delivery times are estimates only. Failure by Duni to reject the order within five (5) days shall not constitute an accept.
The Products are offered subject to availability.
All orders are subject to the minimum quantity requirements notified by Duni on the Website.
- Prices and Payment
All prices are exclusive of duties, VAT or similar taxes and charges, which are payable by the Customer.
All payments to Duni shall be made against invoice thirty (30) days net from the date of the invoice, unless otherwise agreed in writing between Duni and the Customer.
All payments to Duni shall be made in the currency specified in the invoice. In case of delayed payment, Duni is entitled to charge interest on the invoiced amount with 8 % per annum from the date the payment was due until the date of actual payment, plus an administrative fee per invoice. In addition, hereto, Duni shall be entitled to suspend performance of other contractual obligations against the Customer until payment is made and claim compensation for any loss incurred.
- Retention of Title
To the extent permitted by mandatory law, the Products (including any patterns, drawings and other technical information) shall remain the property of Duni until fully paid by the Customer, but the Customer shall carry all risk for such Products after delivery by Duni in accordance with Section 7 below.
- Intellectual Property Rights
All industrial and intellectual property rights, including but not limited to, patents, trademarks, logos, designs, drawings, techniques, productions processes and methods, trade secrets and other know-how (“Intellectual Property Rights”) and any and all other proprietary rights pertaining to the Products, and all documents, drawings or other material similarly connected to the Products shall belong exclusively to Duni. Both Parties agree that the General Conditions do not entail any transfer or change of ownership of any Intellectual Property Rights or proprietary rights from one Party to the other, nor do the General Conditions entail any grant of license from one Party to the other.
If the Customer orders Customer specific Products, Duni is hereby granted a world-wide, irrevocable, perpetual, royalty-free and transferable right and license to use the Customer’s Intellectual Property Rights for the sole purpose of Duni manufacturing and selling the Customer specific Products to the Customer or a third party designated by the Customer.
- Delivery
Unless anything else is agreed between the parties, the Products are delivered Ex Works (Incoterms 2020), Duni’s premises.
Duni may deliver the Products by instalments and in such case each instalment shall constitute a separate order and any failure or defect in delivery of any one or more instalments shall not entitle the Customer to repudiate the order as a whole nor to cancel any subsequent instalment.
In case delivery has not been made within ten (10) working days as from the agreed date of delivery and this is not due to a force majeure circumstance set out in Section 12 or due to the Customer, the Customer shall as its sole remedy be entitled to cancel the relevant purchase order.
If the Customer cannot take delivery on the delivery date, the Customer shall promptly notify Duni hereof stating the reason and when the Customer will be able to take delivery. Duni shall arrange storage of the Products on behalf of the Customer at the Customer’s cost and risk.
If the Customer cannot take delivery within three (3) months from the agreed delivery date, Duni is free to dispose of the Products at the Customer’s risk and expense.
- Warranty and Liability for Defects
Duni warrants that the Products will conform with the agreed specifications of the Products set out on the Website. It is expressly understood and agreed that there are no other representations or warranties of any kind applicable to the Products, express or implied, including, but not limited to, warranties of merchantability or fitness for a particular purpose.
Following delivery of the Products, the Customer shall as soon as circumstances permit, inspect the Products in accordance with generally accepted business practices. The Customer shall notify Duni in writing of defective Products or deviations in quantity, within [10] business days from the date the Customer discovers or ought to have discovered the defects or deviations and in any event within 6 months of delivery. The notice shall contain a description of the defect. Failure by the Customer to notify Duni in accordance with this provision shall constitute a waiver of the Customer’s rights and the Customer loses any and all rights in respect of the defect.
In the event that the Products do not conform with the specifications set out on the Website, and the Customer has notified Duni within the period set forth in the previous paragraph, Duni shall at Duni’s option either repair or replace such quantity at its own cost or refund the Customer for the prices paid to Duni for such defective Products. No other remedy, obligation, duty or liability shall be applicable to the Customer or any third party due to defective Products. However, Duni is not liable for defects arising out of (i) modifications to the Products by the Customer or other any third party; (ii) use or handling of the Products not in line with instructions provided by Duni; or (iii) normal wear and tear.
- Limitation of Liability
In no event, whether as a result of breach of contract or warranty, tort liability (including negligence), or under any other legal theory, shall Duni be liable for any special, incidental, punitive, consequential or indirect damages or losses whatsoever including but not limited to, loss of profit or revenue, interest on investments, loss of goodwill, cost of capital, cost of substitute equipment, facilities or services, downtime costs, or claims of customers.
The total extent of Duni’s liability to the Customer under any order accepted by Duni for any cause whatsoever and regardless of the form of action, whether in contract, warranty, under indemnity, statute, tort (including negligence) or otherwise, shall not exceed one hundred percent (100%) of the purchase price for the Products giving rise to the claim.
- Indemnification by the Customer
Notwithstanding any limitation or exclusion of liability stated in these General Conditions or otherwise in any underlying or other associated agreement between the Parties, the Customer shall indemnify, defend and hold Duni harmless from any and all claims, actions, lawsuits, damages (whether direct, indirect, incidental, consequential or punitive), demands, liabilities, costs and expenses, including reasonable attorney’s fees and expenses, resulting from or arising out of (i) the Customer’s breach of this Agreement and (ii) the Customer’s or its customers’ use of the Products in breach of these General Conditions or any applicable laws and regulations.
- Permits, Laws and Regulations
The Customer shall be responsible for obtaining all necessary licenses which may be required in order to import, sell or use the Products, as well as for all necessary exchange control consents required in order to pay for the Products.
- Trade sanctions and export regulations compliance
Customer declares, warrants and undertakes that;
- the Customer is not and none of their affiliates, or any of their respective officers or directors is – or is owned to 50% or otherwise controlled, alone or in the aggregate, by any person or entity that is – specially designated, blocked or otherwise individually targeted under any trade, economic or financial sanctions or export control laws or regulations of the EU, UK, UN or US, or any other applicable jurisdiction (“Listed Person”);
- the Customer will not in connection with their purchase, use or distribution of the Products engage in any activity that may constitute a violation, by themselves or by Duni, of any trade, economic or financial sanctions or export control laws or regulations of the EU, UK, UN, US, or any other applicable laws or regulations; and
- without limitation to the foregoing, no Product will to the Customer’s reasonable efforts be sold, distributed or used (i) for any purpose connected with chemical, biological or nuclear weapons or explosive devices, or missiles capable of delivering such weapons or devices; (ii) for, or used in, any military activities or the manufacturing of military equipment, but are intended solely for non-military, peaceful use; (iii) directly or indirectly, to or by any natural or legal person, entity or body, in Belarus, Crimea and non-government controlled areas of Ukraine, Cuba, North Korea (DPRK), Iran, Russia, Sudan, or Syria; or (iv) to or by any Listed Person.
Customer shall immediately inform Duni of any suspected or alleged breach of this Section 12. Customer acknowledge that, following any reasonably suspected breach of the undertakings in this Section 12, Duni shall have the full and unconditional right to refuse further performance or terminate any agreement with the Customer, including the Agreement.
- Force Majeure
A Party shall be excused from the performance or punctual performance of any of its obligations (except for payment obligations) under the Agreement and such obligations shall be extended by a reasonable period under the circumstances if the performance thereof is considered unreasonably onerous, prevented or delayed by any cause beyond the affected Party’s reasonable control which includes but is not limited to, whether foreseen or unforeseen, acts of God, natural disasters, earthquakes, fire, explosions, floods, hurricanes, extreme weather, riots, wars (whether declared or not), hostilities, revolutions, civil disturbance or usurped authority, accidents, terrorist acts, sabotage, nuclear incidents, pandemics or epidemics (whether declared or not), strikes or other industrial disputes over which the Party has no control, embargo or other sanctions, resolution or requisition, acts (de jure or de facto) of government (including failure to act), including non-availability of an export license, currency restrictions, lack of means of transport, general lack of goods, restrictions of fuel as well as any defects or delays in deliveries from subcontractors caused by any of the aforementioned circumstances.
The right of relief shall apply irrespective of whether the cause of prevention or delay occurs before or after the agreed due time for such obligations.
- Governing Law and Dispute Resolution
The Agreement and all orders issued hereunder and agreements relating to the sale and supply by Duni of the Products as well as any other agreement, order, delivery or other transaction to which these General Conditions apply, shall be governed by the laws of Sweden without regard to its principles of conflict of laws.
Any dispute, controversy or claim arising out of or in connection with the Agreement and all orders issued hereunder and agreements relating to the sale and supply by Duni of the Products as well as any other agreement, order, delivery or other transaction to which these General Conditions apply, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Malmö, Sweden and the language to be used in the arbitral proceedings shall be English.
The Parties agree that all arbitral proceedings conducted shall be kept strictly confidential (except to the extent required by applicable law, court order or stock exchange regulations), and all information, documentation, materials in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.
