Product Catalogue - Aura Light

General sales conditions for Aura Light International AB
1. Orders
1.1. These general sales conditions (the “Conditions”) shall apply on any and
all Products ordered or delivered.
1.2. The Customer shall place orders by fax or e-mail with Aura, stating the
number of Products ordered. However, no orders may be placed for less than
what is stipulated in the catalogue (i.e. for less number of Products than the
number of Products per package given in Aura’s product catalogue). All orders
placed by the Customer shall be firm and irrevocable and made on Aura’s
standard order form. The Customer shall be solely responsible for the accuracy
of all information contained in its orders.
1.3. Aura reserves the right to accept or refuse any order or part thereof. Such
acceptance or refusal shall be made by fax or e-mail within seven (7) days after
receipt of an order. If the order is accepted, Aura’s order confirmation shall
contain an estimated delivery date.
2. Documents and package
2.1. All shipping documents, e.g. delivery notes, packing receipts, and certificates
of origin, shall be issued in accordance with Aura’s instructions.
2.2. The Parties shall cooperate in order to prepare any and all necessary documents
required by the authorities in the Territory and Sweden, or in any transit
territories, as a consequence of the order, purchase, delivery or payment of
the Products ordered by the Customer from Aura.
2.3. Aura shall ensure that the Products when handed over to the carrier for
transport to the Customer are packaged in a way that may reasonably be required
considering the characteristics of the Products and the way of transport.
3. Deliveries
3.1. Aura shall deliver the Products ordered by the Customer within the confirmed
date.
3.2. Aura shall at its own expense arrange for insurance for and carriage of
the Products, cleared for export, to the Customer’s premises, provided that
otherwise is not set out in these Conditions or has been agreed between the
Parties. The risk of the Products shall pass to the Customer at delivery by
Aura at the Customer’s premises. For the avoidance of doubt, Aura shall be
the owner of the Products ordered until paid and delivered in accordance
with the conditions contained herein and thereafter shall the Customer be the
owner of the Products ordered.
4. Delayed deliveries
4.1. If Aura finds that it will not be able to deliver the Product at the agreed
time or if delay on its part seems likely, it shall without undue delay notify
the Customer hereof, stating the reason for the delay and if possible the time
when delivery can be expected.
4.2. Provided that Aura notifies the Customer without undue delay in accordance
with Section 4.1, the Customer shall not be entitled to any compensation
due to the delay and the delay shall not be deemed as a breach of
contract.
5. Inspection of Products
5.1. As soon as possible after receipt of any Products delivered by Aura hereunder,
but in no event later than seven (7) days after delivery, the Customer
shall inspect the Products and shall inform Aura forthwith of any defects in
or damage to such Products or shortages.
5.2. If the Customer fails to notify and/or forward to Aura full details within
the period specified in Section 5.1, the Customer shall be deemed to have
waived its rights to assert claims.
6. Defective Products
6.1. In case of any evidenced defects in or damage to Products or shortages at
delivery, Aura’s liability shall be limited to, at its option, correcting any errors,
replacing the Products concerned or refunding the price paid (subject to the
Customer returning the defective Products to Aura at Aura's risk and expense)
or (if an abatement of the price is agreed with the Customer) refunding to the
Customer the appropriate part of the price paid, provided that the Customer
shows that Aura has such an obligation under the guarantees and provided
that the procedure set forth in Section 5 has been followed.
6.2. In order to fulfil its obligations under the guarantees Aura may, at its sole
discretion, demand that the Customer shall, at the Customer’s expense, send
the Products which the Customer deems default to Karlskrona, Sweden, for
inspection by Aura.
7. Guarantees
7.1. Aura shall give the Customer such guarantees for the sold Products as
stated in Appendix 7.2. Aura shall have the right to adjust the guarantees provided
that Aura, in general, has made or will make such adjustment of the
guarantees to the main part of its other customers.
7.2. The express terms of these Conditions are in lieu of all other guarantees
or warranties, express or implied, including, but not limited to, the implied
warranties of merchantability and fitness for a particular purpose, all of which
are hereby excluded to the fullest extent permitted by law.
general sales Conditions
8. Product liability
8.1 Aura shall have no liability to the Customer due to product liability claims
from the Customer or from end users or any other customers of the Customer
or any other third parties relating to the Products, except as required under
mandatory law. For the avoidance of any doubts, in case of any damages/
injuries Aura will only provide a replacement Product and assume liability for
instalment costs in accordance with Aura’s ordinary product guarantee.
8.2. The Customer shall keep and maintain product liability insurance giving
adequate protection to it and Aura in case of a product liability claim from
an end user or any other customer of the Customer or any other third party.
If Aura would so request, the Customer shall provide documents evidencing
such insurance and, if Aura would deem it necessary, increase the insurance
level to a reasonable level considering risks that may reasonably be foreseen.
9. Export and import
9.1. The Customer shall be responsible for ensuring that the Products can
be imported to the Territory without any restrictions, unless the Customer
has, prior to the entering into this agreement, notified Aura in writing of the
existence of such restrictions.
9.2. Aura shall be responsible for the issuance of any necessary certificate of
origin for the Products.
9.3. If, subsequent to the submission of a purchase order, it becomes known
that the Products are subject to export restrictions, Aura shall have the right
to cancel the sale without any further obligations.
10. Taxes and terms of payment
10.1. The price of the Products from Aura to the Customer are detailed in
Appendix 10.1. Aura may change its then current prices of the Products with
three months prior notice. Any orders which have been placed by the Customer
and which have been accepted by Aura at the effective date of the price
change shall be delivered by Aura to the Customer to the prices before the
price change is effected. For the avoidance of doubt, the Customer shall freely
decide its resale prices.
10.2. The fees and other charges of Aura do not include value added tax, sales
tax, and similar taxes as well as any city, municipal, state or federal taxes or any
withholding taxes or customs, whether currently imposed or imposed in the
future, excluding Aura’s tax on income. If any such tax or customs is found
to be applicable to Aura, the appropriate amount of tax shall be invoiced
to and paid by the Customer to Aura on the same terms as applied to the
payment due.
10.3. Value added taxes, tolls and similar fees to be paid due to the delivery
of the products ordered by the Customer from Aura shall be paid by the
Customer.
10.4. Payments under these Conditions can be made in SEK/USD or Euro..
10.5. Aura shall, unless otherwise agreed in writing, invoice the Customer on
a monthly basis.
10.6. Any amounts payable hereunder shall be paid within thirty (30) days
from the date of invoice and payment shall be made in accordance with the
instructions stated on the invoice and be made without any set-off or counterclaim.
Payment will not be considered effected until Aura receives in available
funds the full amount due.
10.7. If the Customer does not pay an invoice when it is due for payment,
Aura reserves the right to stop delivery of the Products to the Customer until
receiving payment in full. Aura agrees that this right shall not be executed
without giving the Customer prior notice and a reasonable time period to
settle the due amount.
10.8. Without prejudice to any of its other rights, Aura may charge the Customer
all or parts of the costs incurred in collecting amounts due for payment.
In addition to any other rights Aura may have, the Customer agrees to pay, a
late payment fee on any amount overdue for payment by the Customer at the
annual (or part thereof calculated on the basis of the actual number of days
during such year) rate of STIBOR plus eight (8) percent from the due date
until payment has been made in full.
11. Governing law and dispute resolution
11.1. These Conditions shall be governed by Swedish law without having regard
to its principles of conflicts of law.
11.2. If the parties are unable to resolve their dispute through bona fide negotiations,
all disputes, controversies or claims under or relating to or arising out
of or in connection with these Conditions shall be finally settled by arbitration
in accordance with the Rules of the Arbitration Institute of the Stockholm
Chamber of Commerce. The place of arbitration shall be Stockholm. The
proceedings shall be conducted in the English language and the award shall be
final and binding upon the Parties.