Terms of sale
These Terms of Sale only apply to business customers approved by Sandvik (“Customers”). For the avoidance of doubt, the Web Page is not open for sale of products to consumers.
Upon registration of the Customer’s user account, the Customer confirms and approves that it has read and accepts these Terms of Sale. Following such acceptance, the Terms of Sale will apply to each order that the Customer places through the Web Page.
2. Use of user account
The Customer is allowed to register one or several Users for the Web Page. Sandvik will assign each User a user account and a user-ID.
Any User who logs on to the Web Page using the Customer’s password acts on behalf of the Customer, and the Customer represents and warrants to Sandvik that each and every User is authorized to use the Customer’s user account(s) and the Web Page on the Customer’s behalf. The use of the password is deemed to be a guarantee for, and confirmation of, the User’s authority to represent the Customer. The password is deemed to be the Customer’s signature for use of the Web Page which Sandvik may rely on without any further enquiry.
In the event of conflicting provisions between the Terms of Sale and/or any possible separate written agreement between Sandvik and the Customer, the following order of precedence shall apply:
(i) separate agreement between Sandvik and the Customer,
(ii) these Terms of Sale.
4. Product information etc.
Statements in product information or price lists are binding only if expressly restated in the order documents and/or the Terms of Sale. Sandvik does not warrant that the products are fit for a particular purpose unless expressly agreed in writing. Unless otherwise agreed, samples provided are to be regarded as type samples, and complete conformity of delivered products with samples is not promised.
5. Drawings and technical documents
All drawings and technical documents supplied by either party to the other shall remain the property of the supplying party and may not by the receiving party be improperly used, reproduced, or disclosed to third parties.
6. Orders and confirmations
An order placed through the Web Page is binding on the Customer. Sandvik reserves the right to reject any order. Sandvik may e.g. decline an order due to potential violations of applicable export regimes or economic sanctions (in accordance with Section 18 below). Furthermore, the Customer’s user account may have been subject to restrictions with respect to credit limits and/or quantity of purchases. Any order in excess of such limits will be rejected by Sandvik.
The Customer is aware that the Web Page system, upon order placement, will submit online queries to the Sales Supporting team and that information provided to the Customer upon order placement is valid only at the actual time the query is submitted. Consequently, the information may change in the meantime between the query and the order acknowledgement. The Sales supporting team is not responsible to replay within a certain time.
The Web Page system will only receive the placed order and thus not confirm it. The placed order will then be transmitted from the Web Page system to Sandvik’s order booking system. There may be delay in transmitting the placed order from the Web Page system to Sandvik’s order booking system and Sandvik shall in no event be responsible for any delay in the transmitting of the placed orders.
The Customer will receive an order acknowledgement from Sandvik’s order booking system with a stated delivery period.
7. Use of the products
The Customer undertakes to use a product only for its intended purpose and always to comply with applicable recommendations and instructions (provided through product leaflets, descriptions, catalogues or the similar).
Prior to delivery, the products shall be inspected to verify compliance with the contract. Any testing, inspection or documentation requested by the Customer after the conclusion of the contract shall be for the Customer's account unless otherwise agreed. The Customer shall inspect the products upon delivery.
Sandvik shall engage the delivery of the products and reserves the right to decide the trade term (Incoterm) for each specific delivery. The trade term shall be communicated to the Customer through the order acknowledgement.
Unless no partial delivery is specifically communicated by Sandvik in the order acknowledge, all orders placed through the Web Page will be delivered in full quantities as per the placed order. If Sandvik for any reason is unable to deliver the order in full at the same time, Sandvik reserves the right to partial delivery.
Sandvik aims to meet the stated delivery period provided to the Customer in the order acknowledgement. If Sandvik for any reason finds that Sandvik will not be able to deliver the products within the communicated delivery period, or if a delay appears probable, Sandvik shall without undue delay notify the Customer thereof in writing, stating when delivery of the products can be expected. Sandvik does not carry any other responsibility for delivery being delayed.
Sandvik does not accept cancellation of orders due to delays in the delivery periods.
The Customer is not entitled to return any ordered products from the Web Page.
11. Price and payment
Unless otherwise agreed between the Customer and Sandvik, the following applies.
The price for the products, the costs for transportation and administration, and the approved payment terms, are as displayed on the Web Page at the time of placing the order. The Customer shall pay the invoice within the time period stated in the applicable payment term.
If the Customer fails to pay the invoice within the time stated in the invoice, Sandvik shall be entitled to interest from the due date at a rate of 8 % in excess of the applicable reference rate. If the Customer fails to pay by the due date, Sandvik shall also, after having notified the Customer in writing thereof, suspend the performance of Sandvik’s contractual obligations until payment is made.
If the Customer has failed to pay the amount within three months after the due date, Sandvik may terminate the order by written notice to the Customer and, in addition to interest on late payment, claim compensation for the loss Sandvik has suffered. The compensation shall not, however, exceed the agreed purchase price.
In addition to the above, Sandvik reserves the right to restrict the Customer´s user account for additional order placement, in case the Customer fails to pay the amount by the due date.
12. Retention of Title
The products shall remain the property of Sandvik until paid for in full, to the extent that such retention of title is valid.
SANDVIK MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, WITH RESPECT TO ANY MATERIAL, PRODUCTS OR SERVICES PROVIDED HEREUNDER, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE OR NON-INFRINGEMENT. ALL WARRANTIES ARE HEREBY DISCLAIMED.
14. Liability for Defects
Sandvik undertakes to deliver products in replacement of any products which are defective due to faulty design, materials or workmanship. Sandvik shall thereby defray the necessary costs of transportation, but not any expenditure incurred for dismantling, installation or processing, unless otherwise agreed in writing.
A claim shall be made in writing to Sandvik within a reasonable time after the Customer discovered or should have discovered the defect. Sandvik’s liability is limited to defects in respect of which claims in accordance with the provisions in this section 14, are made within one year from delivery.
Sandvik reserves the right to request additional documents and description of the defect products in order to investigate if Sandvik is responsible for the defect. The Customer undertakes to provide those requested documents within thirty (30) days from Sandvik’s written notice, and if the Customer fails to do so, Sandvik is entitled to reject the claim. Sandvik is also entitled to reject a claim if Sandvik can prove that Sandvik is not responsible for the defect.
If, upon receipt of a claim, a defect can be established for which Sandvik is responsible, Sandvik shall at its own option but after consultation with the Customer, either re-deliver the product or reduce the price of the product. Products which have been replaced in accordance with this section 14 shall not be subject to any extended warranty period. For the avoidance of doubt shall the warranty period of one year from the delivery of the original product continue to run for the replaced products until its expiry.
This section 14 provides the exclusive remedies for all claims based on failure, defect or non-conformity in the products provided under these Terms of Sale or Sandvik’s performance, and whether a claim is based on contract, indemnity, warranty, tort/extra-contractual liability (including negligence), strict liability or otherwise.
15. Liability for Damage to Property Caused by the Products
Sandvik shall have no liability for damage caused by the products to any immovable or movable property, or for the consequences of such damage, if the damage occurs while the Products are in the Customer’s possession. The Customer shall indemnify and hold Sandvik harmless to the extent that Sandvik incurs liability towards any third party in respect of loss or damage for which Sandvik is not liable according to the first paragraph of this article. These limitations of Sandvik’s liability shall not apply if Sandvik has been guilty of gross negligence. If a third party lodges a claim for compensation against Sandvik or the Customer for loss or damage referred to in this article, the other party to the agreement shall forthwith be notified thereof in writing.
16. Limitation of Liability
NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT SHALL SANDVIK BE LIABLE TO THE CUSTOMER OR ANY SUBSEQUENT COSTUMER OR ANY OTHER THIRD PARTY, FOR ANY, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, DAMAGE TO ASSOCIATED EQUIPMENT, COST OF SUBSTITUTE PRODUCTS OR EQUIPMENTS OR CLAIMS OF THIRD PARTIES FOR SUCH DAMAGES OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES WHETHER BASED UPON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE OR ARISING FROM A BREACH OR ALLEGED BREACH OF THIS ORDER, OR THE USE OF ANY PRODUCTS SUPPLIED TO THE CUSTOMER HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SANDVIK'S LIABILITY TO THE CUSTOMER FOR ANY BREACH OR ALLEGED BREACH OF THIS ORDER WITH RESPECT TO ANY PRODUCTS PROVIDED TO CUSTOMER HEREUNDER EXCEED THE AMOUNT OF THE PURCHASE PRICE FOR THE PRODUCTS GIVING RISE TO SUCH BREACH OR ALLEGED BREACH. THE CUSTOMER ACKNOWLEDGES THAT THE PRICE OF THE PRODUCTS REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS ORDER AND IT’S DOCUMENTS AND THAT SANDVIK WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS OF LIABILITY.
17. Grounds of discharge from liability (force majeure)
Sandvik and the Customer have no right in relation to each other to appeal to negligence in the fulfillment of the contract, if such fulfillment is substantially rendered difficult by industrial action, or by circumstances beyond the control of the party that could not have been anticipated when the agreement was concluded, such as, but not limited to war, mobilization, political disturbances, governmental intervention of various kinds, currency restrictions, fire, power shortages, interference with transport, extensive operational breakdowns, or substantial scrapping of products by a party, or by deficient performance on the part of sub suppliers owing to any circumstance such as is referred to in this section. If a party has not immediately notified the other party in writing that such a circumstance has occurred, he has no right to appeal to this as grounds for discharge from liability. If any circumstance such as is referred to in this section has the effect that the agreement cannot be fulfilled within a reasonable time, either of the parties has the right to cancel the contract in writing to the extent that it has not been fulfilled. If, in such a case the Customer cancels the agreement, Sandvik shall be entitled to receive compensation for the costs incurred by discharging delivery obligations up to the time of the agreement's cancellation; but not for what he can gain in the course of his business.
The Customer is aware that Sandvik’s products may be subject to export restrictions according to applicable laws within the EU, the USA and in the country to where the product is delivered or where it is used. The Customer undertakes to comply with national and international export or control regulations as such apply from time to time.
Upon the Customer’s placement of an order, Sandvik will assess that the sale of products in question is in compliance with applicable economic sanctions and export control regimes, including but not limited to the United Nations, United States, and European Union regimes. If such economic sanctions or export control regimes should, in Sandvik’s discretion, prevent or put into question the sale by Sandvik of products or performance of services as requested in your order, or if a required export license or governmental pre-approval should not be granted by the relevant authorities, you acknowledge that Sandvik will be unable to effectuate delivery of such products or performance of such services and that Sandvik will not accept the order. SANDVIK HEREBY DISCLAIMS ALL LIABILITY FOR ANY AND ALL LOSSES THAT YOU MAY SUFFER IN SUCH AN EVENT AND BY PLACING AN ORDER ON THIS WE PAGE YOU ACKNOWLEDGE THAT SANDVIK’S NON-ACCEPTANCE OF AN ORDER WILL NOT RESULT IN ANY LIABILITY BY SANDVIK TOWARD YOU OR ANY THIRD PARTY.
The Customer is not allowed to re-export the products to an embargo/sanction country.
19. Applicable law and dispute resolution
These Terms of Sale are governed by Swedish law. Neither the Sale of Goods Act (1990:931) nor the Act on International Sale of Goods (1987:822) and/or CISG/the UN Convention on International Sale of Goods shall apply to the Terms of Sale.
Any dispute, controversy or claim arising out of or in connection with the Terms of Sale, or the breach, termination or invalidity thereof, shall be finally settled by the Rules for Expedited Arbitration of the Arbitration Institution of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.