1) General
1.1 These standard terms and conditions of sale (the ”Terms & Conditions”) shall apply to any sale by Piab Management, (Reg. No. 556991-6223) (or any of its direct or indirect subsidiaries included in Piab Group) (the ”Seller”) of its products, parts, components or other services, work or goods (the ”Products”) delivered to any person or entity whose purchase order for Products is accepted by the Seller (the ”Customer”).
1.2 The Terms and Conditions set out in this document shall take precedence over all other terms and conditions (including any terms and conditions which the Customer purports to apply under any purchase order or other document). The Terms & Conditions shall together with the Customer’s purchase order constitute the “Agreement”. This Agreement shall supersede all prior understandings, agreements, negotiations, and communications, both written and oral.
1.3 In the event of any discrepancies between the English version of the Terms and Conditions and any translation thereof, the English version shall prevail.
2) Orders
2.1 The Customer shall provide the Seller with a purchase order signed by an authorized purchasing agent and such purchase order constitutes a proposal by the Customer to purchase Products from the Seller. All purchase orders (including orders placed against a quote) delivered by the Customer to the Seller are subject to the written acknowledgement and approval of an authorized sales agent of the Seller. A purchase order from a Customer shall include the following information (i) a purchase order number, (ii) shipping address, and (iii) if applicable, all relevant information to satisfy current export requirements.
2.2 Termination or cancelation, in whole or in part, by the Customer of a purchase order accepted by the Seller can be made only with the Seller’s prior written approval and under the condition that the Customer fully and unconditionally indemnify the Seller against any and all loss and cost relating thereto (including loss of profit and cost of material).
Acknowledgement of the receipt of any purchase order or the receipt of payment for any purchase order (including signing and returning to the Customer its acknowledgement copy, if any,) shall not constitute acceptance by the Seller of any terms and conditions of the Customer and does not serve to modify or amend these Terms & Conditions in any way.
2.3 Any return of a Product requires the Seller’s prior written consent. No return will be accepted if (i) the Customer has not notified the Seller in writing of a return of a Product within 30 calendar days from the date of delivery pursuant to Clause 5.1 and (ii) the order value is less than EUR 100 (excluding VAT). Damaged Products, used Products or Products without complete parts and/or packaging will not be accepted for return. Suction cups are not applicable for return since they are a consumable item with shelf life. All returns are subject to a twenty (20) percent handling charge based on the order value (excluding VAT) of the Products returned. The Customer shall also pay for any shipment costs for the returned Products to the Seller at the location specified by the Seller. The payment of any return will be made once a return of Products has been delivered to the Seller and the returned Products have been inspected and approved for return by the Seller. If the Products are not approved for return, the Customer shall (at its own cost) arrange for pick-up of such Products from the Seller within 30 calendar days and, if no such pick-up is arranged within the specified time, the Product shall be the property of the Seller and the Customer shall have no claim (monetary or otherwise) on the Seller.
3) Prices
3.1 Unless otherwise set out in the purchase order or otherwise agreed in writing by the Parties, all prices for the Products exclude cost and other charges for shipment, packaging and transport insurance borne by the Seller, as well as any taxes, charges, assessments, tariffs, duties or alike that may be levied on the Products or the purchase order (including other costs associated therewith). The amount of any such excluded costs etc. which the Seller is required to pay or collect shall be invoiced to and payable by the Customer.
3.2 All prices are subject to increase by the Seller for (i) any order amendments made by the Customer and approved by Seller, and (ii) with respect to multiple orders pursuant to a single purchase order, for any order confirmed after a general price increase made by the Seller.
3.3 All Customers that are tax or VAT exempt must furnish the Seller with the applicable valid certificate or other written evidence of such exemption any other information requested by the Seller before any purchase orders are placed with the Seller.
4) Shipment
Unless otherwise set out in the purchase order or otherwise agreed in writing by the Parties, all shipments are made (i) CPT (INCOTERMS 2020) at the Customer’s place of business, and (ii) via the most practical carrier. The Customer, at its sole option, may inspect the Products, and may reject all or any portion of the Products if the Products are not in accordance with the relevant Product specification provided that notice of rejection is given to the Seller within ten (10) calendar days after receipt of the Products. If the Customer fails to give notice of rejection, it shall be deemed to have accepted such Products. If the Customer gives notice of rejection of any portion of the Products, the Seller has the right, effective upon written notice from the Customer, to replace or repair the rejected Products pursuant to Section 10) below
5) Storage Fee for Delay in Acceptance
If the Customer fails to take delivery of the Products on the agreed date, the Seller may store thProducts at the Customer’s risk and expense, and charge a storage fee of 0,5% of the total order value per week.
6) Export Control and Trade Compliance
Customer agrees to comply with any and all embargoes, export and trade sanctions laws, regulations, rules and licenses, including without limit those of the U.S., the UN, and the EU, amended from time to time (“Trade Laws”), as applicable to Seller, Seller’s products, and any other activity undertaken under or in connection with this Agreement. Customer shall not export, re-export, sell, resell, use, transfer or making available any product, software, data or technical/commercial information supplied by the Seller directly or indirectly through affiliates, third party or otherwise, or cause the Seller and its affiliates to be, in violation of any applicable Trade Laws. Customer shall provide the Seller with any information which the Seller deems necessary to ensure compliance with Trade Laws. If Customer becomes a prohibited party or otherwise subject to restrictive measures under Trade Laws, or if the Seller reasonably deems that the Customer fails to comply with this clause, this would constitute a material breach allowing the Seller to immediately terminate or suspend the Agreement (including pending orders) without incurring any liability for damage or loss arising out of or relating to such suspension and/or termination.
7) Anti-bribery and Corruption
7.1 Each party agrees to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (“Anti-Bribery Laws”); and have and maintain in place throughout the term of this Agreement relevant policies and procedures to ensure compliance with the Anti-Bribery Laws, Neither party shall directly or indirectly (i) pay, offer, promise to pay or authorize the payment of any bribe, gift, monies, financial or other advantage or anything else of value; or (ii) ask form accept or receive payment of any bribe, gift, monies, financial or other advantage or anything else of value in violation of, any applicable foreign or domestic Anti-Bribery Laws.
7.2 Neither party has public officials as direct or indirect owners, officers or employees at the date of this Agreement. Each party agrees to immediately notify the other party in writing of any breach of Anti-Bribery Laws or if a public official becomes an officer or employee of such party or acquires a direct or indirect interest in the party.
This Agreement may be terminated by the non-breaching party if the other party or anyone acting on its behalf fails to comply with this clause without becoming liable for any damages or costs resulting from such termination or restriction.
8) Credit Approval
8.1 Any shipments or supply of Products shall at all times be subject to the approval of the Seller’s credit department. The following information must be supplied for credit purposes: (i) one reference to a reputable bank, (ii) two references to trade partners, and (iii) a D&B number if assigned.
8.2 The Seller reserves the right to cancel or terminate, in full or in part, on a temporary basis or until further notice, any credit previously offered by the Seller to a Customer and instead require cash on delivery or prepayment for the Products from the Customer.
8.3 Title to any Products shall not pass to the Customer until full and unconditional payment has been duly received by the Seller.
9) Terms of Payment
9.1 Terms of payment are net 30 days from the date of invoice. Late payment charges at the interest rate of 1.5% per month (18% annually), unless mandatory applicable law requires a lower interest rate for late payments (in which case the highest permitted rate will apply). In addition, the Seller may suspend performance of its obligations under the Agreement in whole or in part until payment is received in full, subject to prior written notification to the Customer.
9.2 Failure by the Customer to timely pay any invoice of the Seller shall cause all subsequent invoices to become immediately due and payable.
9.3 The Seller reserves the right, at the sole discretion of the Seller, to apply special payment terms (e.g. pre-payment or payment on delivery) for certain orders (e.g. orders with a high value) and any such special payment terms shall be communicated by the Seller to the Customer prior to the acceptance of any order.
10) Warranty
10.1 The Seller gives its Customers a five-year warranty from the receipt of the Products for vacuum pump Products (excluding vacuum pumps with electronics/controls, electro mechanical vacuum pumps, accessories and controls) unless otherwise stated in the product manual.
10.2 the Seller gives its Customers a one-year warranty from the receipt of the Products for all other Products (i.e. excluding vacuum pump Products but including vacuum pumps with electronics/controls, electro mechanical vacuum pumps, accessories and controls) unless otherwise stated in product manual if the failure has occurred within specified lifetime in terms of duty cycles as set out in the Product specification (if any).
10.3 The warranty covers (i) manufacture and materials defects in the Products and (ii) if the Products do not conform to the Product specification.
10.4 The warranty does not apply to any Product (including any component or other parts in such Products (such as suction cups, filter elements, sealing’s, hoses, etc.) or to the software of any Products) that (a) has been subjected to abuse, misuse, negligence, improper storage, improper handling, improper use, improper installation, abnormal physical stress, abnormal environmental or working conditions, or use, application, installation, care, control or maintenance contrary to any applicable manual or instructions for the Products issued by the Seller or good trade practice regarding the same; or (b) has been reconstructed, repaired or altered by any persons or entities other than the Seller or its authorized representatives, or have a defect as a result of fair wear and tear or wilful damage or caused by subsequent damages caused by other defective products.
10.5 The product warranty set forth in this Section is the only warranty given by the Seller in relation to the Products. The Customer may not rely, and has not relied, on any other information, statement or warranty (express or implied), whether based on applicable law or otherwise.
10.6 During the warranty period, the Seller shall replace or repair, at its own expense, faulty products determined by the Seller, in its sole discretion, to be covered by the warranty set out herein.
10.7 It is at the Seller’s discretion whether a faulty Product should be returned to the Seller for replacement or if it should be repaired by the Seller at the location of the Customer. Any replaced Products shall become the property of the Seller.
10.8 The Seller is not responsible for the cost of fitting replacement parts or components of any Products in to any products or alike of the Customer.
10.9 These Terms & Conditions shall apply to any repaired or replaced Products by the Seller.
11) Limitation of Liability
The Seller’s liability and obligation hereunder shall be limited to repairing or replacing (at its option) any Products (including components or part thereof) which the Seller deems to be defective based on a warranty claim. In no event shall, the Seller’s liability exceed the purchase price of the Products under the relevant purchase order that gave rise to such a liability. In no event shall the Seller be liable for any consequential or indirect loss or damage.
12) Product Liability
Each party shall maintain in force an adequate product liability insurance with a reasonable liability limit for any such claims.
13) Confidentiality
13.1 This Section 13) shall apply if and to the extent that the Parties have not entered into a separate confidentiality agreement.
13.2 All information, equipment, know-how and technical documentation, including electronically stored data, to which a Party has obtained access through the Parties’ business relationship, shall be treated as confidential and may not be used for any purpose other than for the sale and delivery of Products from the Seller to the Customer. The confidentiality undertaking outlined above shall not apply to information which is (i) known to the public other than by breach of these Terms & Conditions, (ii) information which a Party can show was in its possession before receiving it from the other Party, and (iii) information which a Party receive from a third party without restraints as to the disclosure thereof.
13.3 Information which a party is required to disclose by reason of law or order of a court of a competent jurisdiction may however be disclosed for such purpose. To the extent legally permitted, he party requested to disclose such information shall beforehand notify the other Party of any such requirement and consult with the other Party regarding the manner of such disclosure. The party disclosing information pursuant to this Section shall, as far as is legally possible, require the receiver of the information to treat it confidential.
13.4 The Customer may not make public the business relationship of the parties through advertising or in any other way without prior written consent from the Seller.
13.5 The Customer shall at the Seller’s request either return or destroy everything referred to in Section 13), including copies thereof.
14) Intellectual Property Rights
Neither party obtains any right to the other party’s owned or licensed Intellectual Property Rights in relation to the sale of Products from the Seller to the Customer. “Intellectual Property Rights” means all forms of intellectual property rights in any country or region, including but not limited to inventions, trade secrets, patents, copyrights, design, trademarks (whether or not registered or registerable and including applications for registration of any such thing) and know how.
15) Force Majeure
Each party shall be excused from fulfilment of any obligation under these Terms & Conditions, except any payment obligation, to the extent that and for so long as such performance is prevented or delayed in whole or in part by causes beyond its reasonable control or by strikes, lockouts or other labour disturbances or by fire, flood, war, embargoes, blockades, riots, governmental interference, acts or omissions of any governmental authority or of the other party, compliance with government regulations, delays or shortages in transportation or inability to obtain necessary labour, materials or manufacturing facilities from usual sources or from defects or delays in the performance of its suppliers or sub-contractors if caused by any circumstance referred to in this Section. Upon the occurrence of any such event either party shall, without delay, inform the other party. Each party is entitled to cancel any purchase order by written notice to the other if the performance of the other party’s obligations is delayed by more than three (3) months due to circumstances set forth in this Section.

16) Governing Law & Disputes
16.1 The Agreement shall be governed by and construed in accordance with Swedish law without giving effect to its choice of law principles, except that:
a) if the contracting Piab Group entity has its principal place of business in the United States, then the Agreement shall instead be governed by the substantive laws of New York.
b) If the contracting Piab Group entity has its principal place of business in Australia, then the Agreement shall instead be governed by the substantive laws of Queensland.
c) if the contracting Piab Group entity has its principal place of business within EU or the UK, then the Agreement shall instead be governed by the substantive laws of that country; and
d) if the contracting Piab Group entity has its principal place of business in China, then the Agreement shall instead be governed by the substantive laws of PRC.
16.2 The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not be applicable irrespective of which laws shall apply according to above.
16.3 Dispute Resolution. For agreements governed by US law, the following apply: All claims, disputes or controversies arising out of or relating to any underlying agreement or this Agreement or breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial or other applicable Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be New York. The Parties agrees that the U.S. District Court for the District of New York shall have exclusive jurisdiction to enforce the terms of the arbitrator’s ruling and enforcing equitable remedies arising out of a breach or threatened breach. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties to the arbitration.
16.4 For agreements governed by PRC laws, the following shall apply: All claims, disputes or controversies arising out of or relating to any underlying agreement or this Agreement or breach thereof arbitration administered by China International Economic and Trade Arbitration Commission (“CIETAC”) Shanghai Sub-Commission (Arbitration Centre) which shall be conducted in accordance with CIETAC’s arbitration rules as in force at the time of applying for arbitration. The seat of arbitration shall be Shanghai, the member of arbitrator shall be 3, and the language of arbitration shall be Chinese and English.
16.5 For agreements governed by any other law, the following apply: any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
16.6 All arbitral proceedings conducted with reference to this arbitration clause and all information arising therefrom shall be kept strictly confidential, and all information, documentation, material in whatever form disclosed in the course of such arbitral proceeding shall be used solely for the purposes of those proceedings.