General Terms Of Sales - IC Control Media & Sport AB

1. General

1.1
The following general conditions form an integral part of all sales contracts concluded between IC Control Media & Sport AB (hereafter ICCMS) and its customers.
1.2
The present general conditions shall apply except when specifically excluded by the terms of the offer or of the confirmation of order. Any change or derogation thereof shall be expressed in writing and agreed thereto by the parties.
1.3
Should any specific provisions of the present general condition be found invalid, this shall not affect the validity of the remaining provisions.
1.4
The customer hereby expressly waives assertion of its own General Conditions if any.

2. Offers
2.1
Except as otherwise agreed, offers made by ICCMS to its customers shall remain valid for 30 days.

3. Conclusion of contract
The contract between ICCMS and its customer (herein after the Contract) shall be considered as concluded when, after receipt of an order, ICCMS has formally confirmed acceptance thereof, or, when all contract documents have been signed by both parties.

4. Scope of supply and services
4.1
Scope and execution of services shall be agreed between customer and ICCMS and recorded in the confirmation of order. Services, supplies or commitments not recorded in the Contract, shall not be part of ICCMS obligations.
4.2
In order to further the continued improvement of its systems, reflecting latest technical developments, ICCMS reserves the right to make any useful changes concerning presentation and specifications provided that such changes do not diminish the expected performance.
4.3
ICCMS shall have the right at its own discretion to subcontract third parties of its own choice, for any part of its contractual obligations.

5. Technical documentation
5.1
The data embodied in technical documents (such as leaflets, descriptions, calculations, drawings plans, illustrations, etc.) shall only be binding if the Contract expressly makes reference to such documents.
5.2
Technical documents handed to customer prior or subsequent to entry into force of the Contract and likely to be used for production of the installation as a whole or parts thereof shall remain the exclusive property of ICCMS. Without the written approval of ICCMS customer shall not be entitled to use, copy, duplicate or bring these technical documents to the knowledge of third parties in any manner.
5.3
Technical documents made available by ICCMS in association with bids which do not lead to an order, shall be returned to ICCMS.
5.4
Customer shall be responsible for the completeness and accuracy of the technical documents, calculations and other data handed to ICCMS for the purposes of executing an order.

6. Prices
6.1
Except if agreed to the contrary, prices are understood to be in Swedish Krona, SEK.
6.2
All extras arising in the country of destination such as customs duties, clearance expenses, export, import, or other licenses, authentications and all kinds of customary taxes (such as turnover and/or value added tax), dues and other possible fiscal levies are not included in the prices and shall be charged to customer separately.
6.3
Except for extras as defined in Clause 8.2 of the present general Conditions, the prices listed in the bid shall remain unchanged for the duration of the contract. The prices cover delivery and services set forth by ICCMS in the offer and confirmed in the contract.
6.4
Should the term of the Contract be extended for any reason imputable to customer or one of his suppliers and should the work be interrupted or prolonged as a result thereof, ICCMS shall have the right to amend the time schedule accordingly. Any additional costs (such as waiting time, additional working time, travelling and accommodation expenses, etc.) arising therefrom shall be for account of customer.

7. Terms of payment

7.1
If not expressly agreed otherwise and set forth in the Contract, the terms for payment shall be as follows:

All payments shall be net with no deductions of any kind of expenses, taxes or other charges whatsoever. Customer's payment obligation shall be fulfilled as soon as the payments have been made freely available to ICCMS, in Sweden.

7.2
If part deliveries are made, payments shall match the extent of individual deliveries.
7.3 
Payments shall be made in such a manner that ICCMS is able to dispose of the respective moneys within 30 days after due date.
7.4 
Payments shall be made even if unimportant parts which do not prevent utilization of the delivery or installation are missing or if it should prove necessary to carry out minor additional work on installation.
7.5 
Customer shall have no right to reduce or withhold payments by reason of complaints, claims or offsets not accepted by ICCMS.
7.6 
ICCMS claim for damages and its right from withdrawal of the Contract, at the expiry of a reasonable period of time, remains expressly reserved.

8. Industrial Property rights
8.1.
All industrial property rights (such as patents, industrial designs and trademarks) of ICCMS shall remain its property. Without written authorization from ICCMS, customer and subsequent users shall in no manner copy or cause to be copied these patents and/or industrial designs and/or trademarks. Markings applied on the products and/or its packaging shall in no manner be altered, supplemented or defaced.

9. Property reservation and right of disposal
9.1
ICCMS shall retain title to deliveries on the Products, until they have been paid for in full.

10. Completion period
10.1 
The completion period shall be prolonged appropriately in the following cases:
10.1.1
If customer fails to supply promptly to ICCMS the technical information required during implementation of the contract or alters the same retrospectively.
10.1.2
In case of force major beyond ICCMS's control, irrespective of whether the same arises at ICCMS, customer or a third party's premises. Examples of such cases are epidemics, mobilization, war, riot, accidents, transport damages, shipping delays, labor disputes, measures taken by authorities (i.g. visas, work permits customs), natural catastrophes.
10.1.3
If customer falls into arrears with the tasks to be executed by it or with the fulfillment of its contractual obligations, and specifically if customer fails to comply with the terms of payment. In the foregoing cases, ICCMS shall give written notice to customer.
10.2 
Should the Contract specifically provide a binding period for completion with stipulated monetary penalty in the event that ICCMS for reasons of its own responsibility is unable to complete the contractual performance within the prescribed period (if
applicable, after prolongation under the terms of Clause 10.1), customer shall be entitled to such monetary penalty in lieu of any other penalty.
10.2.1
The penalty shall relate to that part of the Contractual Installation which cannot by reason of the delay in completion be utilized in the manner envisaged.
10.2.2
The penalty shall amount to max. 0,5% for each full week of delay after the date contractually stipulated (where applicable, as extended under the terms of Clause 13.2) for completion, subject to a maximum total of 5%. The penalty shall be applied to the final payment due on acceptance of the Contractual Works, provided customer claims it in writing.
10.2.3
The aforementioned penalty precludes any further claim for damages against ICCMS on grounds of delay in completion

11. Testing the installation
11.1
Should the installation prove on acceptance testing not to be in conformity with the contract, customer shall give ICCMS an opportunity to remedy the defects at its own cost and within reasonable period of time and so to restore contractual conditions.

12. Acceptance of the installation
12.1
As soon as the installation has been completed in accordance with the Contract and acceptance testing has been carried out successfully, the installation shall be deemed to have been accepted by customer.
12.2
Customer shall be under obligation to accept the installation in the following cases:
12.2.1
If the only defects detected during acceptance testing and recorded in the Acceptance Minutes are insignificant and do not impair the functional efficiency of the installation. In such case, the installation shall be deemed to have been accepted (subject to reservations as per Acceptance Minutes). ICCMS, for its own part, hereby undertakes to remedy any defects forthwith and to observe contractual conditions.
12.2.2
If customer himself places the installation wholly or partly into service for its own purposes.
12.3
On acceptance of the installation by customer, the stipulated final payment shall fall due.

13. Warranty
13.1 The warranty shall commence on acceptance of the installation by customer and shall last for 24 months. In case of initial non acceptance, the warranty shall have a maximum duration of 25 months from the normal acceptance date as stipulated in the contract.
13.2
ICCMS hereby undertakes that during the warranty period it will on written request by customer at its own option either repair free of charge or replace all parts becoming faulty or unusable as a demonstrable consequence of unsatisfactory material, design error or faulty execution. On the other hand, cost and risk of shipping such parts shall be for the account of customer. Furthermore, ICCMS shall remedy free of charge to any system faults occurring in the installation during the warranty period. Warranty shall, however, be subject to the following provisions:
13.2.1
That customer makes the spare parts and maintenance aids (such as tools, instruments, suitable places to work, etc.) recommended by ICCMS available throughout the warranty period and places them at ICCMS's disposal on request.
For products installed in such way that they are not acessible for warranty service without the aid of scaffolding, lift or removal of other products/installations, the customer is responsible to arrange it at its own cost so that service can be made.
Otherwise ICCMS will invoice cost of theses aids and tools, as well as working time spent on arrangeing access to the product or installation that requires repair.
13.2.2
That the installation is properly operated by duly qualified operating personnel.
13.2.3
That the installation is impeccably maintained by qualified maintenance personnel. It is left open to customer to carry out maintenance work itself, entrust it to third parties or enter into a maintenance contract with ICCMS. The maintenace work must be documented.
13.2.4
That the customer is not in default with its payments. Should the foregoing conditions not be or only partly be fulfilled, ICCMS shall be entitled to charge customer with the costs accruing as a result thereof.
13.2.5
The warranty does not include on site repair or exchange. Faulty parts or products shall be sent to ICCMS for repair or exchange as according to above. Cost for shipping and installation/removal is on the customer. If the customer wishes to have faulty parts and products repaired on site then the custommer shall cover the costs for travel, accomodation, and any personell costs during travel. Warranty only covers costs for spare parts and time during acctual repair.
13.2.6
An erorr must be reported to ICCMS in written text maximum 10 days after it is found to be able to use the warranty.
13.3
Customer's spare parts used by ICCMS during the warranty period shall be replaced by ICCMS forthwith and free of charge. The replaced parts shall revert to ICCMS's ownership.
13.4
The warranty of software services shall be subject to the provisions set forth in Clause 21.
13.5
The warranty shall exclude consumable material, damage due to normal wear and tear, improper maintenance of the installation by customer/third parties, failure to observe operating instructions, effects of chemicals or electrolysis, defective construction or erection work not carried out by ICCMS as well as due to any cause beyond ICCMS responsibility.
13.6
The warranty shall lapse if customer or third parties undertake modifications or repairs to the installation without the prior written approval of ICCMS.

14. Transfer of risk
The charges and risk of delivery pass to the customer as set forth in INCOTERMS (current edition in force at the time of the conclusion of the Contract) in accordance with the chosen mode of delivery (ex-factory, FOB, CIF, etc.). If shipment is delayed or made impossible for reasons of which customer is responsible, the delivery will be stored at the expenses, risk and perils of the customer.

15. Transportation
15.1
On receipt of order confirmation, customer shall provide ICCMS with precise shipping instructions.
15.2
Complaints associated with shipment shall be made by customer to final carrier forthwith on receipt of the good or freight documents and shall be notified to ICCMS.
15.3 Prices
All prices given by ICCMS in offers are if not explicit otherwise agreed uppon, considerd Ex Works and cost for shipping etc. will be added on final or separate invoice.

16. Liability
ICCMS shall perform its services in accordance with the Contract provisions and honor its warrantee obligations according to said provisions. Over and above this, all further liability towards customer for any damage, direct or consequential, whatsoever is expressly excluded. In particular, ICCMS assumes no liability for costs which may arise for disassembly or assembly, or for damages arising directly or indirectly from the delivered products themselves, from their application or any defect therein. ICCMS specially declines all liability for any consequential or subsequent damages, as for example lost profits.
ICCMS liability shall in any case be limited to the value of the order or the part of the order which would not have been fulfilled. Such limitation shall also apply in case of non-fulfillment of the order by ICCMS.

17. Software license
17.1
The standard software and/or the application software (herein after the Software) are supplied by ICCMS with the delivery and installation of the system provided by ICCMS (herein after the System). They shall form an integral part thereof and may only be used by customer for the System
17.2
The Softwares are the property of ICCMS and are protected by copyright law and international treaty provisions. 
17.3
The Software are licensed to customer by ICCMS on a non exclusive basis. This license entitles customer to use the Software for the System only and for the period of time as defined in the Contract. This license does not authorize customer to:
- copy (except for one safeguard copy), modify or transfer the Software or the documentation in whole or in part, except as expressly provided for in the Contract,
- modify or adapt the Software or documentation in whole or in part, except as expressly agreed in the Contract.
17.4
If customer fails to comply with the foregoing provisions, ICCMS may terminate the Software license. Upon termination, customer shall destroy all copies of the Software and documentation.
17.5
For a period of 90 days from the date of receipt of the Software by customer, ICCMS warrants that the Software will substantially conform to the specifications defined in the Contract and to the documentation provided with it when used as specified in such documentation. Provided that customer return the Software within the 90 day period, ICCMS warrants, at its sole option (a) to remedy free of charge to the non conformance of the Software, (b) to help customer to work around the error. 
17.6
In no event shall ICCMS be liable for any other damages whatsoever, including but not limited to, direct, indirect, special, incidental, or consequential damages or other pecuniary loss arising out of the use of or inability to use the Software. In particular, ICCMS shall not be responsible for any costs including, without limitation, loss of business profits, business interruption, business information, the cost of recovering such information or claims by third parties.
17.7
ICCMS warranty according to the terms of point 17.5 is void:
- if failure of the Software has resulted from accident, abuse or misapplication caused by customer,
- if customer has altered the Software, the configuration of the hardware or the ambient conditions, without the prior written agreement of ICCMS
In such cases, ICCMS shall not be responsible for the improper functioning of the global technical concept of the System.

18. Applicable law and place of enforcement
The Contract is subject to Swedish Law. Any and all disputes arising in connection with this contract shall be submitted solely to the competent court in Stockolm Sweden.

WEEE

According to WEEE direktiv (Direktiv 2002/96/EC of the European Parliament and of the Council on waste electrical and electronic equipment), its demanded that the importer/distributer of electronical equipment will take care of the equipment after its lifespan. ICCMS holds the rights to invoice the cost for handeling this according to this directive to the customer.

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