General Terms and Conditions

1. GENERAL

1.1 In these General Terms and Conditions, the following terms shall have the following meanings: “PARTEX” refers to Partex Marking Systems AB, or any affiliated company as the case may be, “Customer” refers to any person purchasing a Product, Installation Service etc. as the case may be, “Contract” refers to any purchase contract and/or quotation confirmed by the Customer, order confirmed by PARTEX, these General Terms and Conditions and any other written schedules/terms and conditions integrated by reference, the term “Product” or “Products” refer to any product or products that PARTEX has agreed to supply under a Contract, the terms “Installation Services” and the term “Other Services” refers to other services provided by PARTEX. “Installation Services” and “Other Services” are hereinafter jointly referred to as “Services”.

1.2 The Contract shall govern any offers (and Customer’s orders), sales and deliveries of the Products and the provision of Services by PARTEX and constitutes the sole and entire agreement between PARTEX and Customer with respect to the subject matter hereof. Conditions deviating from the Contract shall not be deemed valid unless PARTEX has confirmed them expressly in writing.

1.3 If the period of validity of an offer/quotation made by PARTEX has not been specifically mentioned, this period shall be thirty (30) days from the date of issue. A Contract shall be deemed concluded only after the Contract has been signed by an authorised officer of Customer and PARTEX or upon PARTEX carrying out Customer’s order.

2. PRODUCT DELIVERIES ETC.

2.1 Delivery or shipping dates are approximate only and merely represent PARTEX best estimate of the time required to make delivery or shipment. PARTEX will not be liable for any loss or expense (direct, incidental, indirect, economic, consequential or otherwise) incurred by Customer or any third party as a result of any delay in delivery.

2.2 Except as otherwise expressly stated herein, all deliveries hereunder will be EXW, Lombard, IL, UNITED STATES (INCOTERMS 2020) via a carrier selected by Customer at its option, or otherwise by PARTEX, and will be packed in PARTEX standard commercial shipping packages. In the event PARTEX assists Customer in arranging transportation and insurance, title and risk of loss or damage will pass to Customer upon PARTEX’s delivery of the Products to the carrier for shipment to Customer. Customer shall reimburse PARTEX for any and all costs for transportation, insurance and, in respect of the period after the date PARTEX is prepared to make delivery, storage incurred by PARTEX.

2.3 Customer may cancel a delivery or part of a delivery hereunder. If Customer cancels a delivery or part of a delivery, Customer shall pay a fixed compensation to PARTEX where the cancellation is made later than one (1) month prior to delivery. The compensation payable hereunder shall be equal to (i) forty (40) % of the invoice value of the cancelled Product where the cancellation is made less than one (1) month prior to delivery and, (ii) sixty (60) % of the invoice value of the Products cancelled, where the cancellation is made less than two (2) weeks prior to delivery and (iii) eighty (80) % of the invoice value of the Products cancelled, where the cancellation is made less than one (1) week prior to delivery. Customer may only reschedule an order with PARTEX written consent, which may be granted or withheld in PARTEX sole and absolute discretion. A reschedule should not extend further than an additional thirty (30) calendar days from original ship date requested. Reschedules may be subject to a ten (10) % penalty, as determined by PARTEX, based on total amount of the order or portion of the order rescheduled.

3. PRICE AND PAYMENT

3.1 The sale price(s) for Products and Services are accepted as stated in the Contract. Customer acknowledges that the pricing of the Products and the Services and other terms of the Contract have been set based on an agreed allocation of the risk for any defective/delayed Products and/or Services between the parties. Customer further acknowledges that the pricing and terms would have been different if there had been a different allocation of the risk.

3.2 Any Contract and any deliveries hereunder shall at all time be subject to the approval by PARTEX of Customer’s financial condition. If the financial condition of Customer at any time becomes unsatisfactory to PARTEX in PARTEX sole discretion, or if Customer fails to make any payment when due, in addition to any other rights PARTEX may have, PARTEX may defer or decline to make any deliveries hereunder, refuse to grant or hold any credit or may condition any such delivery upon receipt of satisfactory security or cash payments in advance.

3.3 Except as otherwise expressly stated herein, PARTEX shall invoice Customer prior to delivery on payment terms of cash in advance, except where open account credit is established and maintained to PARTEX satisfaction, in which case payment terms shall be net thirty (30) calendar days from date of delivery. All payments shall be in currency set out in the Contract. Customer shall make all payments without regard to whether Customer has made or may make any inspection or use of any Products. No discounts or setoffs shall be made by Customer against any invoices unless approved in advance by PARTEX. Any invoiced amount which is not paid when due may bear interest at the rate of one and one-half (1 1/2) % per month or the highest rate then permitted by Swedish law, whichever is less, until paid in full. PARTEX reserves the right to exercise any of its lawful remedies if Customer does not make payments when due. Customer shall promptly reimburse PARTEX for all costs and expenses, including attorneys’ fees, incurred by PARTEX in collecting sums due it hereunder.

3.4 Except as otherwise expressly stated herein, the prices do not include federal, state or local sales, use, goods and services, excise or other similar taxes applicable to any Products or Services involved in the transaction. All such taxes shall be paid by Customer, unless Customer provides PARTEX with evidence satisfactory to PARTEX of exemption from such taxes. When PARTEX is required by law or regulation to collect such taxes, Customer agrees that PARTEX will add such taxes to the sale price of the Products and/or Services.

3.5 Customer hereby grants PARTEX a security interest in all Products and all proceeds and products thereof until all amounts due or to become due hereunder have been paid. Any repossession and removal of Products shall be without prejudice to any of PARTEX other remedies at law or in equity. Customer agrees, at any time and without further consideration, to do or cause to be done, executed and delivered, all such further acts and instruments (including without limitation financing statements appropriate for filing) as PARTEX may reasonably request in order to perfect PARTEX security interest.

4. WARRANTY AND LIABILITY

4.1 Except as otherwise stated in the Contract, PARTEX warrants to Customer that the Products shall be free of defects in materials and workmanship for a period of twelve (12) months from date of delivery to Customer (“Warranty Period”). PARTEX warranty will not apply to any services (including the Services) provided by PARTEX nor any Product with respect to which there has been (i) improper installation, storage or testing, (ii) failure to provide a suitable operating environment, (iii) use of the Product or Service for purposes other than that for which it was designed, (iv) failure to monitor or operate the Product in accordance with PARTEX specifications and good industry practice, (v) attachment or removal or alteration of any part of the Product without the prior written approval of PARTEX, (vi) unusual mechanical, physical or electrical stress, (vii) modifications or repairs done by other than PARTEX or a third party approved by PARTEX, (viii) use of spare parts and consumables not approved by PARTEX (ix) mishandling during transportation of the Product; or (x) any other abuse, misuse, neglect or accident. Should the Product not comply with any laws and regulations applicable in the area/territory in which the Product is to be used, such non-compliance shall not be deemed as a failure of or defect and shall not incur any liability upon PARTEX. The Customer may choose to extend the warranty to twentyfour (24) months from the date of despatch upon payment of an additional five (5) % of the purchase price of the Products. Notwithstanding the foregoing, the following specific terms shall apply in respect of print heads: The Warranty Period is limited to three (3) months from date of delivery to Customer or thirty (30) kilometres. Any warranty claim concerning print heads must be accompanied by the following: (i) the defective print head; (ii) print samples; (iii) label samples and name of label material; (iv) ribbon samples and name of ribbon material; (v) information about date of delivery of the Product incorporating the print head, number of printed labels and printer settings (such as burn time, pause time, etc).

4.2 Customer shall notify PARTEX in writing promptly (and in no case later than thirty (30) calendar days after discovery) of the failure of any Product to conform to the warranty set forth above, shall describe in commercially reasonable detail in such notice the symptoms associated with such failure, and shall provide to PARTEX the opportunity to inspect such Product, if possible. The notice must be received by PARTEX during the Warranty Period for such Product. Within a reasonable time after receipt of Customer’s notice and verification by PARTEX that the Product fails to meet the warranty set forth above, PARTEX shall correct such failure by, at PARTEX option, either (i) modifying or repairing the Product or (ii) replacing the Product. Such modification, repair or replacement and the return shipment of the Product with minimum insurance to Customer shall be at PARTEX expense. If PARTEX is unable to modify, repair or replace a Product to conform to the warranty set forth above, then PARTEX shall, at PARTEX option, either refund to Customer or credit to Customer’s account the purchase price for the defect Product less depreciation calculated on a straight-line basis over PARTEX stated Warranty Period. These remedies shall be Customer’s exclusive remedies if Products are nonconforming/breach of warranty. In no event shall PARTEX be liable for any special, consequential, indirect or incidental damages. Customer is solely responsible for any and all representations and warranties regarding the Product made or authorized by Customer. Customer will indemnify PARTEX and hold PARTEX harmless from any liability, claims, loss, cost or expenses (including legal fees) attributable to Customer’s operations.

4.3 In the event a Product or any part thereof infringes any intellectual property right of any third party, PARTEX shall, by its own election and at its own expense, either (a) procure for Customer the right to continue using such Product, or modify it so that it becomes non-infringing, or (b) remove such Product, or part thereof, and grant Customer a credit thereon and accept its return. PARTEX shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages. PARTEX liability hereunder shall not exceed the purchase price paid by Customer for the allegedly infringing Product.

5. SOFTWARE

5.1 If the delivery includes software, the following special terms and conditions shall apply: Although all software has been designed and controlled with due care, it has to be assumed that it steadily undergoes a development process. Should any programming errors be discovered, PARTEX will correct the deficiencies pursuant to Section 4 above. Any liability for damage deriving from faulty or incomplete programming shall, however, be ruled out. The obligation to correct errors in compliance with the warranty granted, is limited to the correction of errors.

5.2 The software is owned by PARTEX and is protected by national copyright law and international treaty provisions. Customer agrees not to modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the software. If certain third party software is distributed to Customer by PARTEX, Customer undertakes to comply with any terms that apply for the use of such third party software. PARTEX disclaims any liability whatsoever pertaining to any third party software.

6. SERVICES

6.1 If the Contract includes Installation Services, the following special terms and conditions shall apply: PARTEX undertakes to install the Product in accordance with and within the period specified in the Contract. In good time prior to installation, Customer undertakes to carry out necessary preparatory works. Customer undertakes also to provide PARTEX such assistance as PARTEX may require. PARTEX will not be liable for any loss or expense (direct, incidental, indirect, economic, consequential or otherwise) incurred by Customer or any third party as a result of delay in delivery of Installation Services. In the event any Installation Service should be defect, PARTEX undertakes to correct such failure. If PARTEX is unable to correct any failure, then PARTEX shall, at PARTEX option, either refund to Customer or credit to Customer’s account part of the agreed price for the Installation Service that corresponds to the defect. These remedies shall be Customer’s exclusive remedies in the event of defect in Installation Services. In no event shall PARTEX be liable for any special, consequential, indirect or incidental damages.

6.2 If the Contract includes Other Services, the following special terms and conditions shall apply: PARTEX undertakes to provide the Services in accordance with and within the period specified in the Contract. Customer undertakes also to provide PARTEX such assistance as PARTEX may require. PARTEX will not be liable for any loss or expense (direct, incidental, indirect, economic, consequential or otherwise) incurred by Customer or any third party as a result of delay in delivery of Other Services. In the event any Other Service should be defect, PARTEX undertakes to correct such failure. If PARTEX is unable to correct any failure, then PARTEX shall, at PARTEX option, either refund to Customer or credit to Customer’s account part of the agreed price, if any, for the Other Service that corresponds to the defect. These remedies shall be Customer’s exclusive remedies in the event of defect in other Services. In no event shall PARTEX be liable for any special, consequential, indirect or incidental damages.

7. FORCE MAJEURE

Any delay or failure of either party to perform its obligations shall be excused if such delay or failure is the result of an event or occurrence beyond the reasonable control of the party and without its fault or negligence; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party as soon as possible after the event or occurrence (but in no event more than ten (10) days thereafter). If such delay or failure to perform by a party lasts more than three (3) months, the other party may immediately terminate the Contract without liability.

8. MISECELLANEOUS

8.1 The Contract shall be governed by the laws of Sweden. Any action or proceedings by PARTEX against the Customer may be brought by PARTEX in any court(s) having jurisdiction over Customer or, at PARTEX option, in the court(s) having jurisdiction over PARTEX location, in which event Customer consents to jurisdiction and service of process in accordance with applicable procedures. Any actions or proceedings by Customer against PARTEX may be brought by Customer only in the court(s) having jurisdiction over the location of PARTEX, e.g. Gullspång, Sweden.

8.2 If any term(s) of a Contract is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of the Contract shall remain in full force and effect.