SCAN COIN warrants to the Purchaser that the products (software products shall be included in the term products) sold by SCAN COIN shall be free from defects in materials and workmanship. SCAN COIN's liability in respect of any product shall be limited to the replacement of the product or, at SCAN COIN's option, repairing or modifying at SCAN COIN's plant any portion thereof sold by SCAN COIN which is shown to be defective in materials or workmanship.
With regard to sales of software, separately or in connection with other product, SCAN COIN warrants that the software substantially fulfils the specifications presented by SCAN COIN. The Purchaser accepts that SCAN COIN cannot warrant that the software is entirely free from programming errors. Regarding defects in the software SCAN COIN may instead of replacing or remedying the software supply the Purchaser with an updated version of the software or instruct the Purchaser how to circumvent the problem caused by the defect.
The Purchaser shall upon request from SCAN COIN return defective parts to SCAN COIN for approval whether the defect is included under SCAN COIN's warranty. The Purchaser is obliged to carry out dismantling or re-installation of defective products at its own risk and cost. Transport of defective products to SCAN COIN shall be at the Purchaser's account and risk. Transport of repaired or replaced products to the Purchaser shall be at SCAN COIN's account and risk.
The Purchaser is not entitled to any price reduction for any defective product or part thereof and the warranty shall not be extended to any other damages incurred directly or indirectly in connection with the sale or use of the products such as damages for personal injury, damaged property, loss of profit or any other consequential losses resulting from the handling of the products. SCAN COIN's liability does not extend to normal easy to obtain electronic components, or to components that are subject to normal wear and tear. The warranty is subject to the products not having been used beyond their normal capacity and in all respects having been operated and maintained in a normal and proper manner. SCAN COIN's warranty shall not apply to or include any of the products or parts thereof which have been subject to accident, alteration, abuse or misuse. SCAN COIN is not responsible or liable for defects in the functions of the product or the software that are due to: (i) improper use (i.a. abuse or misuse) of the product by the Purchaser or its customers; (ii) alterations made by the Purchaser in the product for example in the set-up; (iii) normal wear and tear; (iv) the defects that have no impact on the intended functions of the product or software; (v) third party’s software that is not specifically developed for SCAN COIN; or (vi) other circumstances for which SCAN COIN is not responsible. The term “improper use” includes, but is not limited to, the Purchaser not following SCAN COIN’s instructions on how to use the product or software, for example regarding operating environment, operating systems and hardware requirements.
No warranty other than set forth above is given nor shall be implied.
A claim under the warranty against defects in materials and workmanship shall be allowed only when it is submitted to SCAN COIN in writing within thirty (30) days after discovery of the defect, and in any event within twelve (12) months after the delivery from SCAN COIN to the Purchaser.
10 LIABILITY FOR DAMAGE TO PROPERTY CAUSED BY THE PROD-UCTS
The Purchaser shall indemnify and hold SCAN COIN harmless to the extent that SCAN COIN incurs liability towards any third party in respect of loss, damage or personal injury for which SCAN COIN is not liable towards the Purchaser according to the second paragraph of this Clause.
SCAN COIN shall have no liability for damage or personal injury caused by the products: a) to any (movable or immovable) property or to any persons, or consequential loss due to such damage or injury, occurring while the products are in the Purchaser’s possession; or b) to products manufactured by the Purchaser or to products of which the Purchaser’s products form a part. The limitations of SCAN COIN’s liability shall not apply if it has been guilty of gross negligence.
If a third party lodges a claim for compensation against SCAN COIN or the Purchaser for loss, damage or injury referred to in this Clause, the other party shall forthwith be notified thereof in writing. Should the parties agree that the claimed party shall be indemnified and held harmless by the other party according to this Clause, the latter has the right to defend the lodged claim.
11 TERMS OF PAYMENT
Unless otherwise agreed, payment shall be made by prepayment or against irrevocable Documentary Credit at sight payable with and confirmed by a bank recommended by SCAN COIN, to be opened simultaneously with order and to expire minimum twenty-one (21) days after final delivery date. All bank charges are to be borne by the Purchaser. The specifics of the terms of payment are given in SCAN COIN´s Terms of Payment document as in effect at that point in time. On late payments interest amounting to a rate which by nine (9) % per annum exceeds the official reference rate of the Central Bank of Sweden shall be paid.
Should, after entering into the agreement changes in the exchange rates occur, affecting SCAN COIN's costs for purchase, manufacture, transportation or the like, SCAN COIN shall have the right to change the price accordingly.
13. RESERVATION OF TITLE
The products shall remain the property of SCAN COIN until paid for in full to the extent that the applicable law permits such retention of property.
14 CORRUPTION AND BRIBERY
SCAN COIN companies or employees must not give, promise or offer anything of value to any customer or any person for the purpose of improperly securing a decision, securing an advantage, avoiding a disadvantage or obtaining or retaining business. SCAN COIN also does not permit agents and distributors working on their behalf to engage in this kind of behavior.
15 FORCE MAJEURE
SCAN COIN shall not be responsible for delays or failures to perform by reason of circumstances outside its reasonable control, including, without limitation industrial disputes, riots, mobs, fires, floods, wars, embargo, shortages of labour, power, fuel, means of transportation or common lack of other necessities whether relating to SCAN COIN or any of its subcontractors; or by reason of regulations or orders of any government agency. Should deliveries be delayed by more than two (2) months due to any of these circumstances, then SCAN COIN is free to cancel the respective portion of an order for deliveries so delayed and unexecuted without incurring any liability towards the Purchaser.
16 APPLICABLE LAW AND ARBITRATION
The agreement on sale and delivery of the products shall be governed by the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration according to the Swedish Arbitration Act (Sw: lag (1999:116) om skiljeförfarande). The Arbitral Tribunal shall be composed of three (3) Arbitrators. Irrespectively hereof, should the amount in dispute not exceed EUR 50 000 the Arbitral Tribunal shall be composed of one (1) Arbitrator.
The amount in dispute includes the Claimant’s claims in the Request for Arbitration and any counterclaims in the Respondent’s reply to the Request for Arbitration.
The place of arbitration shall be Malmö, Sweden. The language to be used in the arbitral proceedings shall be English.