FORSKARE INOM ARTIFICIELL INTELLIGENS

GENERAL TERMS AND CONDITIONS – RESILION AB

1. Application
1.1 These general terms and conditions (the “Terms”) apply to all products provided by Resilion AB, 559528-9074 [specified upon registration], (“Resilion”) to its business customers (the “Customer”). By ordering product(s) or entering into a purchase agreement with Resilion, the Customer is deemed to have reviewed and accepted the Terms.

1.2 Any additions or amendments to the Terms must be made in writing and agreed upon by both Resilion and the Customer. Specific requests, such as delivery methods, must be stated at the time of order and confirmed in writing by Resilion in the order confirmation.

1.3 In the event of any conflict between these Terms and specifically agreed additions, the additions shall take precedence.

1.4 The Swedish version of the Terms shall prevail in case of discrepancies between translations.

2. Customer Authorization
2.1 Resilion only sells to legal entities. By entering into an agreement, the Customer confirms they are acting in a business capacity.

2.2 Orders may only be placed by individuals authorized to sign on behalf of the Customer. The Customer is responsible for ensuring such authorization.

2.3 The Customer is responsible for ensuring that only authorized individuals make purchases. Resilion is not liable for unauthorized orders, but the Customer remains liable for payment.

3. Formation of Agreement
3.1 Products, prices, and information provided by Resilion do not constitute binding offers. Resilion reserves the right to adjust such details at any time without prior notice.

3.2 Orders constitute binding offers by the Customer. An agreement is formed when Resilion confirms the order in writing.

3.3 The agreement consists of the Terms and the order confirmation. The Customer’s own terms do not apply.

4. Prices and Payment
4.1 All prices are exclusive of VAT and any delivery charges.

4.2 Unless otherwise agreed, the Customer will be invoiced after order confirmation. Payment is due within fourteen (14) days of the invoice date.

4.3 Prices are preliminary and may be adjusted due to market factors (e.g., raw material costs, currency, transportation). Resilion reserves the right to adjust prices prior to delivery.

4.4 In case of late payment, interest will be charged in accordance with the Swedish Interest Act. Resilion may suspend deliveries due to non-payment.

5. Delivery
5.1 Delivery takes place in accordance with the delivery terms (Incoterms 2020) stated in the order confirmation. If not specified, delivery is Ex Works from Resilion’s warehouse.

5.2 The Customer is responsible for transport insurance once the products leave Resilion’s control.

5.3 Partial or successive deliveries may occur. Price adjustments may be invoiced separately for each partial delivery.

5.4 Delivery times are approximate. Resilion undertakes to deliver within a reasonable time.

5.5 The Customer is obliged to receive the Products upon delivery or pickup.

5.6 If the Customer does not receive the goods within two (2) weeks of notification of availability, a storage fee will apply: the higher of (i) 10% of the product value, (ii) SEK 500, or (iii) Resilion’s actual storage costs.

5.7 If the goods are not received within the storage period, Resilion’s delivery obligation lapses, but the Customer’s payment obligation remains.

5.8 Products remain the property of Resilion until full payment has been received. Resale prior to full payment is prohibited.

6. Liability
Delay
6.1 Resilion is not liable for indirect damage or costs resulting from delays.

6.2 If a delay is likely, the Customer will be informed along with a new estimated delivery time.

Defects in Products
6.3 Products shall meet the agreed specifications. Information in catalogs or marketing materials applies only if expressly referred to.

6.4 Resilion is not responsible for installation or compatibility with other equipment.

6.5 Resilion is not liable for defects caused by third parties, including subcontractors.

6.6 The liability period is one (1) year from delivery or, in the case of replacement/repair, from the date of the action taken.

6.7 The Customer must inspect the goods upon receipt and report defects in writing no later than seven (7) days after the defect is discovered or should have been discovered. Photo documentation and a freight slip are required.

6.8 Failure to notify or incorrect notification results in loss of the right to claim.

6.9 Resilion has the right to remedy defects by repair or replacement. Remedial action will take place at the product’s current location.

6.10 Remedial action is not required if the cost is unreasonable relative to the defect’s significance or the product’s value.

6.11 If the defect cannot be remedied, the Customer is entitled to compensation for direct damage. Indirect damages are not compensated.

6.12 Resilion’s liability is always limited to the invoiced value of the defective Products.

Product Damage
6.13 Resilion is not liable for property damage caused by the Product while in the Customer’s possession. The Customer shall indemnify Resilion against third-party claims.

6.14 In the event of third-party claims, the parties shall inform each other immediately.

7. Warranties
7.1 Resilion provides no warranties of its own. Any manufacturer or supplier warranties are stated in the product information.

7.2 Resilion assists the Customer in transferring applicable manufacturer/supplier warranties where possible.

7.3 Warranty support ceases if the supplier goes bankrupt, is liquidated, or ceases operations.

8. Force Majeure
8.1 Resilion is not liable for delays or obstacles due to force majeure, such as war, government decisions, strikes, fires, pandemics, natural disasters, etc.

8.2 Force majeure also includes restrictions caused by the spread of disease, such as COVID-19.

8.3 Resilion shall notify the Customer without delay in the event of force majeure. Obligations are fulfilled as soon as the obstacle ceases.

8.4 If the obstacle lasts longer than 90 days, either party may terminate the Agreement in writing. Resilion will refund received payments for undelivered products, minus actual costs.

9. Termination of Agreement
9.1 Resilion has the right to terminate the Agreement with immediate effect if:
– The Customer has not paid within three (3) months after the due date.
– The Customer enters bankruptcy, reconstruction, or similar.
– A price adjustment under section 4.3 exceeds 50%.
– Delivery is delayed by more than one (1) year from the stated date.

9.2 Upon termination according to 9.1, all of the Customer’s payment obligations become immediately due.

9.3 The Customer may only terminate the Agreement under 9.1(iii)–(iv) for goods that have not yet left Resilion’s warehouse.

10. Intellectual Property Rights
10.1 All intellectual property rights belong to Resilion or its licensors. Use beyond what is agreed is not permitted.

10.2 Technical materials exchanged between the parties remain the sender’s property and may only be used for the intended purpose.

11. Personal Data
11.1 Resilion’s processing of personal data is governed by the company’s privacy policy, available at www.resilion.se/integritetspolicy (or equivalent link).

12. Governing Law and Dispute Resolution
12.1 Swedish law shall apply.

12.2 Disputes shall be finally settled by arbitration in accordance with the SCC Rules. Simplified procedure applies unless otherwise agreed. Seat: Stockholm. Language: Swedish.

12.3 All information in the arbitration is confidential. Exceptions apply in case of legal requirements or to assert legal rights.