A. These General Terms and Conditions of Sale (hereinafter referred to as “GTCS”) apply to all agreements and deliveries made by Demex AB, Reg. No. 556580-9091, Norra Släthultsvägen 9, 330 30 Smålandsstenar, Sweden.
B. These GTCS supplement all agreements entered into between Demex AB and customers concerning the purchase of Demex AB’s products. If any specific written term in an agreement conflicts with or is inconsistent with these GTCS, the specific written terms of the agreement shall take precedence. Specific verbal agreements shall never take precedence over these GTCS or the written agreement.
Agreement or the Agreement: refers to all specific terms agreed upon between Demex AB and the Customer for the sale and/or delivery of Products.
Customer: the person or entity placing an order for Products from Demex AB.
Parties: refers to Demex AB and the Customer.
Product(s): refers to all products supplied by Demex AB to the Customer.
A. Any technical specifications and all information about the Products (including but not limited to price lists) contained in written documents, brochures, or catalogs provided by Demex AB are for guidance only and may be changed from time to time by Demex AB.
B. The communication of quotations, prices, and terms from Demex AB to a potential Customer does not constitute an offer from Demex AB. Proposals made by Demex AB’s sales representatives are binding on Demex AB only after approval in accordance with point C.
C. Orders are binding and final only when an authorized representative of Demex AB has accepted them in writing or, in the absence of written confirmation, when Demex AB unconditionally proceeds with the order by delivering the Products and/or issuing the invoice related to the Products to the Customer.
D. All orders from Customers may validly be sent to the following postal address: Demex AB, Norra Släthultsvägen 9, 333 30 Smålandsstenar, or by email to: sales@demex.se
Any reservations or amendments regarding quotations/price lists included in the Customer’s order shall only apply if explicitly approved in writing by Demex AB.
E. Demex AB is the only party entitled to decide on any modification or cancellation of an order, upon request from the Customer. Demex AB does not accept any return requests due to Customer error in ordering. If the Customer cancels an order and Demex AB accepts such cancellation under this clause, the Customer shall pay compensation equal to 20% of the order value. For custom-made products not held in stock by Demex AB, the Customer shall instead pay compensation equal to 100% of the order value. In addition, the Customer shall pay any return shipping costs.
F. If Demex AB has doubts about the Customer’s ability to pay, Demex AB reserves the right to refuse an order, request advance payment, or demand other security. This right applies regardless of whether an order confirmation has been issued and even if the ordered products have already been partially delivered. If the Customer fails to provide the requested security or pay the advance invoice, Demex AB has the right to cancel the order (or the remaining part thereof).
G. When placing an order, the Customer guarantees to Demex AB that
(i) it holds all necessary authorizations and licenses required by applicable law to purchase the Products, and
(ii) it undertakes to comply with all laws and regulations related to the purchase and/or marketing of the Products.
H. Any discrepancies and/or alleged errors in order forms, order confirmations, and/or price lists received from Demex AB must be reported in writing to Demex AB within two (2) working days of receipt of such documents. Failure to do so will be deemed as acceptance by the Customer.
A. The prices of the Products are stated in the provided quotation or order confirmation. Unless otherwise specifically agreed, the delivery term is Ex Works, in accordance with what is stated in section 6 below.
B. Demex AB shall invoice the Products at the prices valid at the time of the order confirmation, unless otherwise agreed in writing between the Parties.
C. Prices quoted by Demex AB are always exclusive of VAT and any other taxes or fees. Where applicable, the Customer shall pay customs duties and VAT in accordance with applicable law, as well as any other costs related to customs formalities.
D. Demex AB reserves the right to adjust the applicable prices for the Products up to 30 days prior to the delivery date. If Demex AB increases the prices, the Customer has the right to cancel any orders affected by the price increase up to 15 days before the scheduled delivery date.
A. Unless otherwise agreed in writing, invoices shall be paid within thirty (30) days from the invoice date. All payments must be made in accordance with the payment details stated on the invoice.
B. If the Customer fails to pay an invoice by the due date, the Customer shall pay default interest at 12% on the unpaid amount until the invoice is paid in full.
C. Any dispute of an invoice must be made no later than the due date. If the invoice is not disputed within the specified time, it is deemed to have been tacitly accepted. Any dispute submitted thereafter shall have no effect.
D. Demex AB reserves the right to withhold or cancel a Customer’s order if the Customer has not fully paid previously issued invoices that have fallen due, or if the Customer’s credit limit has been reached. If Demex AB cancels an order, or withholds an order due to unpaid past-due invoices, all invoices issued to the Customer shall become immediately due and payable.
Packaging materials and gate racks are invoiced at the time of delivery but may be returned within 12 months from the delivery date. The Customer is responsible for the return shipping cost. Returns received in the same condition will be credited at full value. Products that have been stored outdoors and show weather damage will be credited as used. If packaging materials or gate racks are returned in damaged condition, Demex AB will make an individual assessment to determine whether, and to what extent, a credit can be issued.
A. Unless otherwise agreed in writing by the Parties, the Products shall be delivered “Ex Works” in accordance with the INCOTERMS in force at the time the Agreement is concluded. The Products are considered delivered when they have been handed over for transport to the carrier and the Customer has been informed thereof. The risk passes to the Customer when the Products have been handed over for transport to the Customer.
B. If another delivery term than “Ex Works” has been specifically agreed, it shall be interpreted in accordance with the INCOTERMS in force at the time the Agreement is concluded.
A. The Customer shall immediately upon delivery of the Products carefully perform a visual inspection of each delivery regarding quantities, damages, and defects, and more generally, to ensure that the delivered Products conform to the order placed. The Customer’s obligation also includes inspecting the Products immediately after delivery under any packaging. If the Customer discovers any kind of damage or other issue with the delivered goods, the Customer must immediately inform the carrier of any damages, defects, or discrepancies and have them noted in the carrier’s documents, requesting that the carrier sign these papers. The Customer shall send a copy of the signed transport documents to Demex AB by email at sales@demex.se
within 48 hours after delivery.
B. In the case of hidden or latent defects that cannot be detected at delivery through careful visual inspection, the Customer shall notify Demex AB in writing without delay, and no later than seven (7) days after delivery (excluding holidays), and also notify the carrier. The Customer must be able to substantiate the identified defects.
C. The Customer’s failure to notify Demex AB within the time limits stated in sections 7.A and 7.B of any defects in the Products shall be interpreted as acceptance of the delivery of said Products. In such cases, the delivery shall be deemed to have been made in accordance with the order, and any damages or defects that the Customer should have discovered during inspection may not be invoked later.
D. In the event of visible defect, hidden defect, non-conformity with the order, or any deviation affecting the Products, the Customer shall be offered either a price reduction or delivery of a replacement Product. The Customer is not entitled to any other form of compensation. Demex AB’s liability for compensation shall not exceed the value of the order.
A. Demex AB retains ownership of the Products until the Customer has paid in full for the Products. Until full payment has been made, the Customer must clearly identify the Products owned by Demex AB. Until full payment has been made, the Products may not be pledged by the Customer, be subject to any security interest, or have any rights granted to a third party. Should the Customer fail to comply with these obligations, all claims that Demex AB has against the Customer shall
become immediately due and payable.
B. In the event that the Customer resells the Products before full payment has been made to Demex AB, Demex AB reserves the right to claim the value of the resold goods. The Customer’s claim against its own customer shall thereby be transferred to Demex AB.
C. If Demex AB invokes its retention of title and repossesses the delivered Products, or reclaims the receivable arising from the Customer’s own customer, Demex AB shall also be entitled to compensation for the related costs. These costs shall be estimated as a fixed amount of 10% of the value of the repossessed Products. Should Demex AB’s actual costs exceed this 10%, Demex AB’s right to claim reimbursement for the actual costs shall remain unaffected.
D. The Customer shall store the Products appropriately and insure them against theft and damage until full payment has been made to Demex AB.
A. All intellectual property rights related to the Products are and shall remain the property of Demex AB or its licensors, suppliers, or manufacturers. No intellectual property rights of any kind shall be transferred to the Customer unless otherwise provided in a specific written agreement between the Parties.
B. The Customer guarantees that it will not infringe upon any patents, trademarks, designs, copyrights, or other intellectual property rights owned by or licensed to Demex AB.
A. Demex AB guarantees for a period of five (5) years from the date of delivery that the Product conforms to the specifications described in the documentation provided by Demex AB. For automation products, the warranty period is limited to two (2) years. However, the Customer acknowledges that the warranty does not apply to minor deviations that do not affect the functionality of the Product.
B. The warranty does not apply if
(i) the Product is not used in accordance with the instructions and documentation related to the Product, or if the Customer has not exercised reasonable care in handling the Product;
(ii) the non-conformity of the Product is caused by incorrect assembly, mishandling, transport damage, improper use of the Product, or negligence on the part of the Customer or any other person;
(iii) the Product has been installed and/or used in a particularly corrosive or aggressive environment, such as air with high salt content — for example, coastal areas near saltwater, or areas with strong winds or lightning;
(iv) the Product has been exposed to water, corrosive chemicals, corrosive fumes, condensation, ash, cement dust, or animal droppings;
(v) the Product has been repainted by anyone other than Demex AB.
C. The warranty applies only on the condition that
(i) the Product has been installed within three (3) months from the date of delivery;
(ii) in the case of damage such as rust or paint defects, the damage covered by the warranty claim affects more than 5% of the total surface area of the Product at the end user’s location;
(iii) the Product has been installed and used in environments with “normal weather conditions” within the specified corrosion classes;
(iv) the claim is made in writing to Demex AB within two months after the damage was discovered or should have been discovered;
(v) Demex AB or its representative is given the opportunity to inspect the product claimed under this warranty.
D. If a valid claim is made under this warranty, Demex AB undertakes, at its sole discretion, either to cover the cost of repairing the product or to deliver replacement products to the buyer for the defective ones. Compensation shall be made using the product range available from Demex AB at the time of compensation, which may result in differences in color, shape, or model compared to the original product. The corrective action shall be the most practical for Demex and reasonably cost-effective. The liability for costs under the warranty is limited to the original invoice value of the claimed product. Demex AB does not provide compensation for business losses. Demex AB is not liable for indirect losses resulting from damages covered by this warranty. The corresponding warranty for replaced products applies for the remainder of the original warranty period.
A. In cases where Demex AB sells Products to a Customer who subsequently resells the Products to another customer, it is the Customer’s responsibility to inform their customer about the various characteristics of the Products. This includes providing information regarding the suitability of the Products for use in different environments and weather conditions. Under no circumstances shall Demex AB’s Customer have the right to make any claims against Demex AB arising from the Customer’s failure to provide adequate information to their own customer.
B. In connection with such resale, the warranty for the Products shall cease to apply.
A. If the Customer fails to fulfill any of its obligations under the Agreement, and such failure is not remedied within fifteen (15) calendar days after written notice from Demex AB, Demex AB is entitled to terminate the Agreement. Termination may then take place immediately by written notice from Demex AB to the Customer. All claims Demex has against the Customer at that time shall then become immediately due and payable.
B. Upon termination of the Agreement pursuant to Section 12.A, the Customer shall pay compensation to Demex AB equal to ten percent (10%) of the value of the Agreement, in addition to the amounts the Customer owes under the Agreement.
C. If either Party is delayed or prevented from performing any of its obligations under the Agreement due to force majeure (including but not limited to: war, terrorism, revolution, riots, strikes, lockouts, lockdowns, work stoppages or other labor disturbances, explosions, power outages, fire, floods, earthquakes, storm damage, embargoes or other transport delays, enactment of legislation or issuance of governmental orders or regulations, pandemics, or other causes reasonably beyond its control and not reasonably foreseeable on this date), that Party shall be relieved from such obligation(s) for as long as it is delayed or prevented, and shall not be liable to the other Party for the effects of such failure or delay. If the force majeure event does not permit performance of a Party’s obligations within thirty (30) days, the other Party may terminate the Agreement immediately by written notice to the affected Party.
A. The Customer may not assign its rights or obligations under the Agreement or these GTCS to any third party without the express written consent of Demex AB. However, Demex AB shall have the unilateral right, without the Customer’s consent, to assign all or part of its rights and obligations under the Agreement or the GTCS to any subsidiary of Demex AB or, in the event of a merger, acquisition, change of control, reorganization, or sale of substantially all of Demex AB’s assets, to Demex AB’s successor.
B. The GTCS and the Agreement constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, and undertakings relating thereto.
C. The Parties are independent contractors, and nothing in the Agreement or the GTCS shall be construed as creating a relationship of employer and employee, partners, principal and agent, or joint venture between the Parties.
D. A Party’s failure to enforce any provision of the Agreement or the GTCS shall not in any way be construed as a waiver of such provision, nor shall it affect the validity or limit the enforceability of the Agreement or the GTCS.
E. The full or partial invalidity or unenforceability of any clause in these GTCS shall not affect the validity, applicability, or enforceability of any other clause.
Demex AB reserves the right to amend these GTCS. The latest version is always available on our website. The amendments take effect on the announced effective date, which shall occur after written notice to the Customer or through the publication of a new version on Demex AB’s website (www.demex.se). The amended terms apply to all orders placed on or after the effective date or the date of publication on the website.
A. Any dispute arising out of or in connection with these GTCS or the Agreement shall, if an amicable resolution cannot be reached, be settled by a general court in the jurisdiction where Demex AB has its registered office.
B. These General Terms and Conditions of Sale and any agreements entered into between the Parties shall be governed by, construed in accordance with, and subject to Swedish law.
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