These General Terms and Conditions apply to and form part of agreements entered into between AudicomPendax, hereinafter referred to as AP, and another party, hereinafter referred to as the Customer, for the supply of goods and services. These Terms and Conditions may be amended only by written agreement between the parties. Where the parties agree other terms, those terms shall apply to the relevant extent. Any matter not governed by these Terms and Conditions shall be governed by NLM 02 to the relevant extent.

Quoted prices are valid for one month unless otherwise stated. An agreement is entered into only when AP has issued a written order confirmation to the Customer or when both parties have signed the agreement.

The scope of supply is set out in the order confirmation or the agreement.

The place of delivery is stated in the order confirmation or agreement. Delivery is ex works or ex warehouse unless otherwise agreed. AP shall arrange insurance for the goods. The Customer is required to report any damage in transit to the carrier and the insurance company. The delivery time is stated in the order confirmation or agreement and is expressed in full weeks. The period is calculated from the date of the order confirmation or the signing of the agreement.

Where the parties have agreed on an inspection, it shall be carried out within 14 days after delivery or after AP has made the delivery or partial delivery available for inspection. AP shall always be given the opportunity to attend the inspection and shall receive the inspection report within one week after the inspection has been carried out.

Prices quoted are ex works or ex warehouse and exclude charges, special packaging and taxes. Changes in exchange rates, raw-material prices or taxes entitle AP to make corresponding price adjustments.

Where credit has been granted, payment is due within 10 days of the invoice date unless otherwise agreed. After the invoice due date, interest on overdue payments shall accrue at eight percentage points above the reference rate applicable from time to time and set by Sveriges Riksbank. For larger or customer-specific undertakings, a milestone-based payment schedule shall apply as agreed in each individual case.

Cancellation of an order is not accepted unless otherwise agreed in writing.

If the Customer has been declared bankrupt, entered into a composition with creditors, suspended payments or may otherwise be assumed to be insolvent to such an extent that the purchase price cannot duly be paid, AP is entitled to withhold delivery until adequate security has been provided, or to terminate or cancel the agreement in whole or in part, unless the Customer provides adequate security for performance of the agreement. If security acceptable to AP is not provided, AP is entitled to terminate the purchase and receive reasonable compensation for costs incurred. If the Customer's insolvency results in AP not receiving full payment for the goods, AP's warranty obligation under clause 14 shall lapse. In such circumstances, AP shall have no obligation to repair the goods, supply replacement goods or pay any damages.

If AP has not received payment within 10 days after the due date, AP is entitled, in addition to interest on overdue payments under clause 7 above, to withhold partial deliveries or to terminate or cancel the agreement in whole or in part. If the Customer fails to collect ordered goods within one week after the delivery date under clause 4, AP is entitled to charge storage fees and associated costs. If the Customer postpones the agreed delivery date, AP is entitled to charge interest on the total order value in accordance with clause 7.

Where the parties have agreed on assembly or installation, the delivered goods must be capable of being stored in premises that can be securely locked, with keys available to AP. The Customer is responsible for theft and for damage at the site affecting delivered goods and tools. The Customer shall ensure that electrical power and lighting are available in the relevant premises and that the premises are prepared so that the work can be carried out efficiently during normal working hours without other work preventing or impeding the installation. The Customer is responsible for ensuring that the equipment can be transported to the relevant room in the normal manner without special lifting or handling equipment. If the installation cannot be carried out continuously, AP is entitled to charge for additional time, extra journeys and other associated costs. Any objections concerning completed installation work must be raised immediately and subsequently confirmed in writing to the Customer within seven days. The installation shall be carried out by AP's installers on the terms quoted and solely in accordance with AP's installation instructions. Work that deviates from those instructions may not be carried out without a written agreement between the Customer and AP. Any variation work will be charged separately. If the premises differ from the documentation provided in a way that makes the installation more difficult or costly, AP is entitled to charge the Customer for the additional costs incurred. AP is not liable for damage to delivered goods caused by abnormal humidity or abnormal temperature fluctuations in premises designated by the Customer. For work more than three metres above floor level, the cost of scaffolding will be charged separately unless suitable scaffolding is provided by the Customer. Cabling shall be installed in containment provided by another contractor or surface-mounted. The containment must be unobstructed and fitted with a draw wire. Clearing obstructions in containment is not included in a fixed price and will be charged as additional time. EIO's General Terms and Conditions of Delivery apply to electrical installations. The Customer shall ensure that all cables for equipment installed by another contractor and intended for remote control are routed in clearly labelled groups to the equipment room where the relay cabinet is to be installed. Where a thyristor installed by another contractor is to be connected to the remote-control panel, it must be fully connected on site adjacent to the relay cabinet. Wall- or ceiling-mounted equipment must be capable of being fixed directly to a load-bearing structure able to withstand a tensile force exceeding 300 N at the screw connection, or to a supporting batten, bracket or similar structure installed by another contractor.

Any abortive visit, meaning a booked appointment that cannot be used, will be charged in full, including time that cannot be reassigned to other chargeable work.

Any waiting time will be charged in full as additional time.

The goods shall remain the property of AP until they have been paid for in full and until the Customer has fulfilled all other obligations. Acceptance of a bill of exchange or any other undertaking shall not be regarded as payment until it has been honoured in full. The retention of title shall also apply for as long as AP has an outstanding claim for repair, maintenance or any other work relating to the equipment. If the Customer fails to fulfil its obligations, AP is entitled, without liability and without notice, to repossess the equipment at the Customer's expense. Until title has passed to the Customer, the Customer undertakes to take proper care of the goods and not to make any alterations to them without AP's written consent.

AP undertakes to remedy manufacturing or material defects free of charge for one year from the date of delivery. The defect shall be remedied within a reasonable period after the Customer has submitted a claim relating to it. When the warranty is invoked, AP is entitled, at its discretion, either to repair the goods or supply replacement goods. The warranty does not cover consumables, such as lamps. Repairs shall be carried out at AP's premises or at a location designated by AP. The Customer shall bear all costs of transporting the goods to the repair location, and AP shall return the goods carriage paid. Delivered goods may not be returned without AP's prior approval.

The following circumstances shall constitute force majeure and entitle AP to a corresponding extension of the delivery time if they occur before the delivery date: industrial disputes, labour shortages, faults or delays on the part of subcontractors, and any other circumstance beyond AP's control, such as fire, war, mobilisation or unforeseen military call-ups of a comparable scale, requisition, seizure, currency restrictions, raw-material prices, civil unrest or riots, shortage of transport facilities, and restrictions in the supply of power. If AP intends to rely on any such circumstance, AP shall notify the Customer without delay both when the circumstance arises and when it ceases.

AP's liability is limited to what is stated above. The Customer is not entitled to any additional compensation. The Customer is not entitled to compensation for pure economic loss unless AP has been guilty of gross negligence.