Terms & Conditions
N.B this is an unofficial translation of the Swedish text which will prevail in case of difference
This Data Privacy Notice ("Notice") applies to X Shore AB, reg. no. 559000-4742 ("X Shore" "we", "us" or "our") when we process personal data of persons that visit our website or contact us for general queries or other purposes.
X Shore processes personal data in accordance with this Notice and applicable legislation, including the General Data Protection Regulation (2016/679) ("GDPR") and other applicable national data protection laws.
We will process the personal data about you that you provide to us when you contact X Shore through our website or otherwise interact with us, such as your name, email address, telephone number and other contact information. The use of such personal data is necessary for us to be able to respond to your questions, queries or to otherwise communicate with you. We kindly ask you to never provide any personal data to us that could be considered sensitive.
1. Collection of information
We collect information from you when you contact us via the webpage, by phone or sending us an email. The information collected is the data that you provide us with, including but not limited to your name, e-mail address, your phone number, home address, and/or credit card information.
Furthermore, when you visit our website, we automatically receive and save information from your computer and browser through "cookies", including your IP address, software and hardware information, operating system and browser type and the requested page.
We will also collect your contact details (e.g. name, email address and telephone number), job title and other information that you or your company have provided to us if you are an employee or other representative of a company that has, has had or enters into a commercial relationship with us or if you are a sole trader that has a commercial relationship with us (such persons are referred to as "Representatives" and such commercial partners are referred to as "Commercial Partners").
2. Purpose with the processing and legal basis
The information we collect from you is processed, i.e. kept, stored, collected, transferred, disclosed or otherwise handled, for the following purposes:
We will process your personal data in order to provide our services and deliver our products to you, including managing payment and administrating our contractual relationship.
Categories of personal data
- Contact details
- Order details
- Payment details
Contract. The processing is necessary in order to perform under the purchase agreement.
If you represent a Commercial Partner, the legal basis for the processing is our legitimate interest in order to perform under the purchase agreement with the Commercial Partner.
Retention period: Personal data is processed for this purpose until your order has been delivered and for such longer period as described further down in this Notice.
2.2 Provide you with information about your boat
Your boat is continuously collecting information related to the status of the boat, location of the boat and other information related to the surroundings of the boat, e.g. water temperature. This data is processed for the purpose of being able to enable you to view real-time information related to the boat.
Categories of personal data
- Location data
- Boat status, e.g. reparation status
- Information about the surroundings of the boat, such as water temperature is processed but does not constitute personal data.
Legitimate interest. The processing of personal data is necessary in order to satisfy our legitimate interest in being able to provide you with relevant information about the boat.
2.3 Handle requests or queries
We will process your personal data in order to administer and respond to requests or queries from you when you contact us by e-mail or phone.
Categories of personal data
- Contact details
- Information about your request or query.
Legitimate interest. The processing of personal data is necessary in order to satisfy our legitimate interest in being able to handle and respond to your requests or queries.
Retention period: Personal data is processed for this purpose until your request or query has been handled by us.
2.4 Marketing campaigns
We will process your personal data in order to provide you with marketing relating to our products, including to carry out marketing campaigns.
Categories of personal data
- Contact details
- User behaviour collected from cookies and similar technologies
Legitimate interest. The processing is necessary in order to satisfy our legitimate interest in being able to provide you with marketing for the purposes of offering additional services or provide you with news and information relating to current services.
If you have not previously purchased a product from X Shore, no marketing will be sent to you unless you have provided your consent to such marketing.
Retention period: Personal data is processed for this purpose for a period of one (1) year after your purchase or until your consent is withdrawn if you have consented to further processing.
2.5 Statistical analysis, including to improve our products and services
We will process your personal data in order to improve our products and services and to increase your user experience.
Categories of personal data
- Information about purchases
Legitimate interest. The processing is necessary in order to satisfy our legitimate interest in being able to develop our services and to increase our understanding of the markets and customers.
Retention period: Personal data will only be processed for this purpose during the brief moment when your personal data is anonymized. The analysis will only be performed using anonymized data.
2.6 Improving our website
We will process your personal data in order to improve our website and increase your user experience when browsing on our website.
Categories of personal data
- IP Address
- Log files
- User behaviour collected from cookies and similar technologies.
Legitimate interest. The processing is necessary in order to satisfy our legitimate interest in being able to develop our website.
Retention period: Personal data will only be processed for this purpose during the brief moment when your personal data is anonymized. The analysis will only be performed using anonymized data.
2.7 Comply with legal obligations
We will process your personal data to comply with legal obligations applicable to X Shore.
Categories of personal data
- All data collected that is necessary to fulfil each legal obligation.
Legal obligation. The processing is necessary in order to comply with X Shore's legal obligations, for example within the area of book-keeping and taxation.
Retention period: Personal data is retained for the period as necessary to fulfil the legal obligations applicable to X Shore.
2.8 Establish, exercise and defend legal claims
For the purpose of establish, exercise and defend legal claims (for example in connection with a dispute or legal process) we will process your personal data.
Categories of Personal data
- All data collected that is necessary to establish, exercise or defend the legal claim.
Legitimate interest. The processing is necessary in order to fulfil our legitimate interest to establish, exercise or defend the legal claim, for example in connection with a dispute or legal process.
Personal data relating to criminal offences or convictions will be processed only if necessary to fulfil our legitimate interest to establish, exercise or defend legal claims.
Retention period: Your personal data is retained for the period required in order for us to establish, exercise or defend the legal claim.
3. Disclosure to third parties
We do not sell, trade, or otherwise transfer or disclose, personal data to third parties unless required to do so under applicable laws. However, we may transfer data to trusted third-party providers in order for them to provide services to us, help us develop our web page or our business or help us fulfil obligations such as delivering orders etc. Only personal data that is necessary to fulfil the purposes stated above will be provided to these third-party providers. All third-party providers must follow our instructions and applicable written data processor agreements (including confidentiality undertakings) and any other agreements that are in place between us and our third-party providers and must implement appropriate technical and organizational measures for the protection of the personal data.
We may share personal data related to the surroundings of your boat, such as water temperature, algae status and other environmental data, including information about your boat's locations (however anonymized), to public authorities for the purpose of contributing to the protection of our environment. The legal basis for such disclosure is our legitimate interest in being able to contribute to the protection of our environment.
Personal data may be disclosed to our professional advisors, potential buyers and their professional advisors, and be transferred to new owners of X Shore or another company having assumed a part of the X Shore's business, in the event that X Shore or part of X Shore's business are to be or are sold or integrated with any other business. Such disclosure or transfer is based on our legitimate interest to obtain professional advice, to market and sell X Shore and complete a transaction of X Shore or part of X Shore's business. The personal data that may be disclosed relates to information that professional advisors, potential buyers and potential new owners require in connection with a potential transaction.
4. Transfer to third countries
We primarily process personal data on servers within the EU/EEA.
Our international transfers of personal data are based on the EU Commission’s Standard Data Protection Clauses, (Article 46.2 GDPR), https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/model-contracts-transfer-personal-data-third-countries_en.
5. Information Protection
We will only process personal data for the purposes for which it was collected and as set out above. Personal data is not processed for any longer than what is necessary for the particular purpose or as required by applicable EU or EU member state law.
We take a variety of security measures to protect your personal data. Access to personal data is limited to employees and third-party companies on a strict need-to-know basis. The servers that stores personal data at rest are stored in a secure environment and access protected physically and logically. We use advanced encryption methods to protect data transmitted over the Internet.
6. Your Rights and how to make use of them
You may at any time exercise your rights in relation to your personal data that we process:
Right to object: You are entitled to object to certain processing of personal data, including for example processing of your personal data for marketing purposes or when we otherwise base our processing of your personal data on legitimate interest.
Right to access and rectification: You have the right to request access to the personal data relating to you. This includes e.g. the right to be informed whether or not personal data about you is being processed, and if yes, what personal data is being processed and the purpose of such processing. You also have the right to request that inaccurate or incomplete personal data that we process is corrected.
Right to erasure: You may also request that your personal data is erased if e.g. the personal data is no longer necessary for the purposes for which it was collected or otherwise processed, you object to the processing of your personal data, in accordance with your right to object as set out above and we do not have an overriding legitimate interest, if the personal data have been processed unlawfully by us, or your personal data have to be erased in order to be compliant with a legal obligation under applicable data protection legislation.
Right to Data Portability: If you request access to personal data about you that yourself have provided to us and if the personal data is being processed automatically and in accordance with a contract between you and us, you may request that the personal data is provided in a structured, commonly used and machine-readable format and you may also request that the personal data is transmitted to another controller if this is technically feasible.
Right to withdraw your consent: In cases where the processing is based on your consent, you have the right to withdraw your consent to such processing at any time.
If you have any complaints about how we process your personal data, have questions related to your rights or would like further information, please contact us at any time at the following email address: email@example.com.
You always have the right to lodge a complaint with the relevant supervisory authority in particular where you live, work or where an alleged infringement of the GDPR has occurred. You can find the relevant authority in your country here: http://ec.europa.eu/justice/article-29/structure/data-protection-authorities/index_en.htm. For Sweden, more information can be found at Sweden: the Swedish Authority for Privacy Protection's web page www.imy.se.
8. Manage personal information and contact
X Shore is the controller of the personal data for the purposes described above. If you have any questions regarding our processing of personal data, please contact us at firstname.lastname@example.org. You can also use this email address to make use of your rights and receive information further information about our processing of personal data.
General Terms and Conditions
We reserve the right to change our prices without prior notice. Prices stated in price lists, offers and other documents generally apply exclusive of VAT.
2. Rounding of Prices
Prices are rounded in accordance with Swedish rules.
Delivery times stated apply subject to prior sale or delays on the part of our suppliers.
4. Packaging Costs
Generally charged and not refunded.
5. Shipping Costs
Unless otherwise agreed, all prices apply EXW (Ex Works) our factory in Stockholm, Sweden.
6. Inspection of Goods on Arrival
Notice of defects in the goods must be given to us within 10 days of receipt of the goods.
7. Payment Terms
Pursuant to the agreement. Credit may only be granted following a credit check. Any credit granted can be cancelled in the event of non-compliance with our terms and conditions.
8. Interest Terms
In the event of payment delay in payment, default interest is charged at the rate set by the Central Bank of Sweden (Riksbanken) plus 8%. We also reserve the right to charge for the costs of payment reminders, currently at the rate of SEK 50 per reminder.
Warranties apply in accordance with the warranty terms imposed by our suppliers. The seller's warranty entails that we will either repair or exchange defective goods, in our discretion. Repairs or exchanges can either be carried out on-site or (if we so request) the buyer must send the goods to us or to a workshop designated by us. Our warranties do NOT cover the costs of disassembly/assembly, loss of production, machine downtime or other loss of profit and/or other consequential economic loss.
In other respects, see General Provisions.
10. Force majeure
See General Provisions.
In the first instance, disputes must be resolved by way of negotiation and, in other cases, by way of arbitration pursuant to the Swedish Arbitration Act. Swedish law applies and the proceedings, any decision or award shall be kept confidential.
12. Any questions?
13. General Provisions
Unless otherwise agreed in writing or set out in the general delivery terms and conditions, the following general terms and conditions apply:
1. The product or products to be delivered by the seller in accordance with the agreement between the parties is/are referred to below as the "Product". This term also includes documentation and software.
The expression "written" or "in writing" in these terms and conditions means a document signed by both parties or a letter, fax, email or other forms of communication agreed upon in writing by the parties.
2. Information in marketing materials, price lists and other product information are only binding to the extent express reference is made to it in the agreement.
Documentation and information
3. All documentation relating to the Product or its manufacture, which is provided by one party to the other either before or after the agreement is entered into, will remain the property of the party that provides it.
4. Upon or before delivery and for no separate compensation, the seller shall provide the buyer with a set (or the number of sets that has been agreed) of such documentation as is sufficiently detailed to enable the buyer to assemble, bring into service, operate and maintain the Product. However, the seller shall not be obliged to provide documentation relating to the manufacture of the Product or spare parts.
To the extent permissible under relevant legislation, the seller may perform the obligations referred to above by making the documentation available in electronic form.
5. In these terms and conditions, "software" means the software included in the Product which comprises supplier software and/or sublicensed software.
"Supplier software" means software to which the seller has the rights.
"Sublicensed software" means software to which a third party has the rights and to whom the seller grants a licence with its consent.
6. Unless agreed otherwise, the buyer is granted the perpetual, non-exclusive right to make full use of the supplier software when using the Product. The buyer may assign this right to subsequent purchasers of the Product. Unless agreed otherwise, the seller retains the rights to supplier software even if the software has been specifically produced for the buyer. On its own responsibility, the buyer may make such adaptations to supplier software as are compatible with the general purposes of the Product.
Subject to any limitations that may be agreed between the rights holder and the seller, the buyer is granted the perpetual, non-exclusive right to make use of sublicensed software when using the Product and to assign this right to subsequent purchasers of the Product. On or before the agreement is entered into, the seller shall give the buyer written notice of such limitations. The buyer may only make adaptations to sublicensed software where specifically agreed upon.
7. Unless agreed otherwise, the seller is not obliged to provide the buyer with the source code to the software. Furthermore, unless agreed otherwise, the seller is not obliged to provide the buyer with updated versions of the software.
8. Where a pre-delivery test has been agreed, the test must be performed where the Product is manufactured, unless another location has been agreed. Where technical requirements for the test have not been agreed, the test will be performed in accordance with generally accepted practice in Sweden.
9. The seller shall give the buyer written notice of a pre-delivery test in such reasonable time as to enable the buyer to be present at the test. Where the buyer has received such notice, a pre-delivery test may be performed even if the buyer is not represented at the test.
The seller shall make a record of the pre-delivery test. The record of the test must be submitted to the buyer. Unless the buyer proves otherwise, the record will be deemed to constitute an accurate description of how the pre-delivery test was performed and its results.
10. In the event it proves in a pre-delivery test that the Product does not conform to the contract, the seller shall ensure that the Product conforms to the contract as soon as possible. If the buyer so requests, a new test must subsequently be performed, unless the defect was de minimis.
11. Unless agreed otherwise, the seller shall bear all costs for a pre-delivery test performed where the Product is manufactured. However, the buyer shall bear all costs arising for itself and its representatives (including costs for travel and subsistence) for such pre-delivery test.
12. Where delivery terms have been agreed, they will be interpreted in accordance with the INCOTERMS® in force at the time the agreement is entered into. Where no delivery terms have been separately agreed, delivery will take place Ex Works.
Time of delivery. Delays.
13. Where, instead of a fixed time of delivery, the parties have agreed on a period of time within which the Product must be delivered, this period runs from the date on which the agreement is entered into.
14. In the event the seller finds that it is unable to deliver the Product in due time, or it appears likely that the seller will be delayed, the seller shall promptly notify the buyer in writing, specifying the cause of the delay and, to the extent possible, the date and time on/at which it is estimated the Product will be delivered. In the event the seller fails to give such notice in due time, irrespective of the provisions of section 16 and 17, the seller shall compensate the buyer for any additional expenses thereby incurred by the buyer which could otherwise have been avoided.
15. The time of delivery will be extended to the extent reasonable in the circumstances if the delivery is delayed for any of the following reasons:
- an unexpected delay or non-delivery by one of the seller's suppliers; or
- any act or omission by the buyer; or
- the seller suspends performance under the agreement pursuant to section 21, the second paragraph; or
- any other event occurs to which the buyer is responsible; or
-an event occurs that constitutes an event of force majeure pursuant to section 45.
The time of delivery will be extended even if the cause of the delay occurs after the expiry of the time of delivery that was originally agreed.
16. In the event the seller fails to deliver the Product in due time, the buyer shall be entitled to liquidated damages from the date on which the Product was scheduled to be delivered.
The liquidated damages will amount to 0.5% of the contract price for each 14-day period (or part thereof) of delay. Where only one part of the Product is delayed, the liquidated damages will be calculated based on the portion of the price relating to the part of the Product that cannot be brought into service due to the delay.
The liquidated damages may not exceed 5% of this basis for calculation.
The liquidated damages will be payable on written request by the buyer, but in no event prior to the date on which the Product is delivered in its entirety or the date of termination pursuant to section 17.
The buyer will forfeit its right to liquidated damages if it fails to make a claim in writing for such liquidated damages within six months of the due date of delivery.
17. Where, as a consequence of the duration of the delay, the buyer becomes entitled to the maximum amount of liquidated damages pursuant to section 16, and the Product has not yet been delivered, the buyer may make a request in writing that the Product is delivered within a final reasonable period, which may be no fewer than three weeks.
In the event, the seller fails to deliver the Product within the above time limit, and this failure is not due to any event referred to in section 45 or any circumstance for which the buyer is responsible, on written notice to the seller the buyer may terminate the agreement as far as concerns the part of the Product that cannot be brought into service as a result of the delay.
Upon such termination of the agreement, the buyer shall also be entitled to be compensated for any loss incurred due to the seller's delay to the extent the loss exceeds the maximum amount of liquidated damages the buyer could have claimed pursuant to section 16. The damages may not exceed 10% of the portion of the price relating to the part of the Product to which the termination relates.
The buyer may also terminate the agreement on written notice to the seller if it is clear that a delay will occur which, pursuant to the provisions of section 16, would entitle the buyer to the maximum amount of liquidated damages. Upon such termination of the agreement, the buyer shall be entitled to both the maximum amount of liquidated damages and damages pursuant to the third paragraph in this section.
Any claim by the buyer based on a delay by the seller is excluded other than a claim for liquidated damages pursuant to section 16 or termination with limited damages pursuant to this section 17.
18. In the event the buyer finds that it will be unable to accept the Product at the agreed time, or it appears likely that the buyer will be delayed, the buyer shall promptly notify the seller in writing, specifying the cause of the delay, and, to the extent possible, the date and time on/at which it is estimated it would be able to accept the Product.
In the event the buyer fails to accept the Product at the agreed time, the buyer will nonetheless be obliged to pay each amount that was dependent on the delivery, as if the Product had been delivered. The seller shall store the Product at the buyer's risk and expense. If the buyer so requires, the seller shall insure the Product at the buyer's expense.
19. Unless the buyer's failure referred to in section 18 is due to any event referred to in section 45, the seller may make a request in writing that the buyer accepts the Product within a reasonable period of time.
In the event, the buyer fails to accept the Product within the time limit due to a reason for which the seller is not responsible, on written notice to the buyer the seller may terminate the agreement as far as concerns the part of the Product ready for delivery that was not delivered due to the delay by the buyer. In such a case, the seller shall be entitled to be compensated for the loss it has incurred as a result of the buyer's failure to accept the Product. The compensation may not exceed the portion of the price relating to the part of the Product to which the termination relates.
20. Unless agreed otherwise, payments must be made against the invoice within 15 days of the invoice date.
Unless agreed otherwise, the contract price, plus VAT (if any), will be invoiced as follows: 40% at the time the agreement is entered into and the balance upon delivery of the Product.
21. In the event the buyer fails to pay in due time, the seller shall be entitled to default interest from the due date at the rate applicable pursuant to the legislation in Sweden relating to default interest. The seller shall also be entitled to be compensated for the cost it has actually incurred in collecting the debt.
In the event, the buyer fails to pay in due time or the buyer fails to provide agreed security in due time, after having given the buyer written notice the seller may also suspend its performance under the agreement until payment is made or agreed security is provided.
22. In the event the buyer has failed to pay within three months of the due date, the seller may terminate the agreement on written notice to the buyer. In such case, in addition to its remedies under section 21, the first paragraph, the seller shall be entitled to be compensated for any loss incurred. However, compensation may not exceed the contract price.
Retention of title
23. The Product remains the property of the seller until it has been paid for in full, to the extent such retention of title is valid under applicable legislation.
Liability for defects
24. In accordance with the provisions of sections 25-36, the seller shall be obliged to remedy (either by way of exchange or repair) all defects in the Product due to faults in design, materials or production.
If the seller is liable for a defect in the Product, the seller is also liable for damage caused to the Product by the defect.
The seller's liability does not cover defects due to materials provided by the buyer or designs prescribed or specified by the buyer.
25. The seller's liability does not cover defects caused by events that have occurred after the risk relating to the Product has passed to the buyer. For example, the seller's liability does not cover defects arising from the fact that the operating conditions are different from those assumed in the agreement or from the Product being used incorrectly. Furthermore, the seller's liability does not cover defects caused by defective maintenance or incorrect assembly by the buyer, alterations without the seller's written consent, or repairs carried out incorrectly by the buyer. Finally, the seller's liability does not cover normal wear and tear.
26. The seller's liability only relates to defects that become apparent within one year from the date on which the Product was delivered. If the Product is used more intensively than agreed, the liability period will be shortened to a corresponding extent.
27. In respect of exchanges or repairs pursuant to section 24, the seller assumes the same liability for exchanges of parts and repair parts as for the original product for a period of one year. As far as concerns the Product's other parts, the liability period referred to in section 26 is only extended by the period during which the Product could not be used due to a defect for which the seller is liable.
28. The buyer must give the seller written notice of a defect without unreasonable delay after the defect has become apparent and, in any event, within two weeks after the expiry of the liability period set out in sections 26 and 27. The notice of a defect must contain a description of how the defect manifests itself. If the buyer fails to give written notice of the defect within the time limits referred to above, the buyer forfeits the right to bring a claim based on the defect.
If it can reasonably be assumed that the defect may give rise to a risk of damage, a notice of the defect must be given immediately. If a notice of the defect is not given immediately, the buyer forfeits the right to bring a claim based on the damage caused to the Product that could have been avoided if notice of the defect had been given.
29. Once the seller has received written notice of a defect pursuant to section 28, the seller shall remedy the defect as promptly as the circumstances require. The seller shall bear the costs of remedying the defect in accordance with the provisions of sections 24-36.
The seller shall remedy the defect at the place at which the Product is located unless, taking into consideration the interests of both parties, the seller deems it more appropriate for the Product to be sent to the seller or to a location designated by the seller.
Where the Product can be remedied by a defective part being exchanged or repaired, and the part can be disassembled and reassembled without specialist knowledge, the seller may require that the defective part be sent to the seller or to a location designated by the seller for repair or exchange. In such a case, the seller will be deemed to have performed its obligations arising from the defect once it delivers to the buyer a repaired part or part in the exchange.
30. At its own expense, the buyer shall grant the seller access to the Product and attend to the use of equipment other than the Product to the extent required to remedy the defect.
31. Each use of transportation in connection with remedying a defect will take place at the seller's risk and expense to the extent the transportation has taken place in accordance with the seller's instructions.
The buyer shall follow the seller's instructions as regards the use and means of transportation.
32. The buyer shall bear any additional costs incurred in remedying defects caused to the seller due to the Product being located in a place other than the destination specified for the seller's delivery to the buyer at the time the agreement was entered into or (where no such desolation was stated) the place of delivery.
33. Defective parts that are exchanged in accordance with section 24 must be made available to the seller and will become the seller's property.
34. Where the buyer gives notice of a defect pursuant to section 28 and it transpires that there is no defect for which the seller is liable, the seller shall be entitled to be compensated for the work and costs caused to the seller as a result of the buyer giving notice of the defect.
35. In the event the seller fails to perform its obligations under section 29 in due time, the buyer may grant the seller (in writing) a final reasonable period in which to perform the obligations, which may be no shorter than three weeks. If the seller fails to perform its obligations within this period, the buyer may do any of the following (in its discretion):
a) at the seller's risk and expense, take measures or arrange for measures to be taken that are necessary to remedy the defect, provided the buyer acts with due care; or
b) demand a reduction of up to 20% of the contract price; or
c) if the defect is material, terminate the agreement on written notice to the seller. The buyer shall also be entitled to terminate the agreement if the defect is still material after measures referred to under a) have been taken. Upon termination of the agreement, the buyer shall be entitled to be compensated for any loss it incurs. However, the compensation may not exceed 20% of the contract price.
36. Notwithstanding the provisions of sections 24-35, the seller will bear no liability for any part of the Product after one year from the expiry of the liability period specified in section 26, first sentence, or from the expiry of any other liability period agreed upon by the parties.
37. The seller bears no liability for defects other than as set out in sections 24-36.
Liability for infringement of intellectual property rights
38. Unless otherwise agreed, pursuant to sections 39-42, the seller shall indemnify the buyer for any claims for damages brought by third parties based on any infringement by the Product of any patent, copyright or other intellectual property right protected in Denmark, Finland, Norway, Sweden or any other country specifically agreed upon by the parties.
39. The seller is not liable for any infringement of intellectual property rights resulting from:
- the use of the Product in any country other than as specified in section 38; or
- the use of the Product in a manner that derogates from that which was agreed or that the seller should not have foreseen; or
- the use of the Product together with equipment or software that was not supplied by the seller; or
- alterations to the Product made by the buyer.
Furthermore, the seller is not liable for any infringement of intellectual property rights which is solely the result of the design or construction of the Product as was prescribed or specified by the buyer.
40. Claims referred to in section 38 will be processed at the seller's expense. The seller shall compensate the buyer for such amounts as it is obliged to pay pursuant to a final and conclusive judgment or award or a settlement approved by the seller.
The seller's liability only applies if the buyer gives the seller prompt written notice of a claim it has received and the buyer allows the seller to determine how the claim will be processed.
41. Upon the occurrence of an infringement of a patent, copyright or other intellectual property rights for which the seller is liable pursuant to sections 38-39, after having received notice pursuant to section 40, second paragraph, and as promptly as the circumstances require, the seller shall do one of the following (in its discretion):
- provide an assurance to the buyer that it can continue to use the Product; or
- alter the Product in such a way that there is no longer any infringement; or
- replace the Product with another product with corresponding functions which does not give rise to any infringement.
The seller is under a corresponding obligation after the buyer has given the seller written notice of the occurrence of an infringement of a patent, copyright or other intellectual property right without a third party having brought a claim against the buyer.
42. In the event the seller fails to perform its obligations under section 41 in due time, the buyer may grant the seller (in writing) a final reasonable period in which to perform the obligations, which may be no shorter than three weeks. In the event the seller fails to perform its obligations within this period, the buyer may do either of the following (in its discretion):
a) at the seller's risk and expense, take necessary measures or arrange for necessary measures to be taken that are equivalent to those referred to in section 41, first paragraph, provided the buyer acts with due care; or
b) if the infringement entails significant inconvenience to the buyer, terminate the agreement on written notice to the seller. The buyer shall also be entitled to terminate the agreement if the inconvenience is still material after measures referred to under a) have been taken.
Damage to products
43. The seller is not liable for damage the Product causes to real property or personal property, or the consequences of such damage if the damage occurs when the Product is in the buyer's possession. Furthermore, the seller is not liable for damage to products made by the buyer or to products in which the buyer's products are included.
The buyer shall indemnify the seller to the extent the seller is held liable to third parties for any loss or damage for which the seller is not liable in accordance with the first paragraph.
The seller or the buyer shall immediately give the other party written notice if a third party brings a claim for damages against it for loss or damage referred to in this section.
General limitation on liability
44. Other than as set out in these provisions, the seller has no liability to the buyer, including any loss that may be incurred by the buyer, such as loss of production, loss of profit, and any other consequential economic loss or indirect economic loss.
However, the limitation on the seller's liability referred to in the first paragraph does not apply if the seller has been held liable for gross negligence.
45. The following events constitute force majeure events if they result in performance under the agreement being impeded or rendered unreasonably onerous: labour disputes or any other events over which the parties have no control, such as fire, natural disasters and extreme natural events, war, mobilization or equivalent military conscription, requisitions, seizures/impoundments, trade and currency restrictions, uprisings and riots, a shortage of means of transportation, a general shortage of goods, restrictions on the supply of electrical power, and defects or delays in deliveries from subcontractors, which are caused by such event.
The above events only constitute events of force majeure if their effect on performance under the agreement could not be foreseen at the time the agreement was entered into.
46. A party who wishes to bring a claim based on an event of force majeure referred to in section 45 must give the other party written notice without delay of the occurrence of such event, as well as its cessation.
Upon the occurrence of an event of force measure affecting the buyer, the buyer shall compensate the seller for any expenses incurred by the seller to secure and protect the Product.
47. Notwithstanding the other provisions of the agreement, either party may terminate the agreement on written notice to the other party if performance under the agreement is impeded for more than six months by an event referred to in section 45.
Disputes. Governing Law.
48. Disputes arising from the agreement and all matters relating thereto shall be settled by arbitration pursuant to the Arbitration Act in force in Sweden from time to time.
49. The agreement shall be interpreted, and all disputes arising from the agreement shall be assessed, in accordance with Swedish substantive law.