This Supply Agreement (“Agreement”) is entered into on DATE, YEAR (“Effective Date”) by and between
NAME, a company incorporated under the laws of COUNTRY, with corporate identity number NUMBER, having its registered office at ADDRESS, (“Buyer”) and
NAME, a company organized under the laws of COUNTRY, corporate identity number NUMBER, having its registered office at ADDRESS, (“Supplier”).
Buyer and Supplier are hereafter individually referred to as a “Party” or jointly as the “Parties”.
1. List of appendices and order of precedence:
1 Products & Prices
2 Quality
3 Cost Breakdown & Scrap
4 Supplier Code of Conduct
5 Tools
6 Self-assessment Form
7 Specific EU and US compliance requirements as per September 2025
In the event of any inconsistency or conflict between the terms of this Agreement and the terms set forth in appendices or a purchase order, the following order of precedence shall apply:
1. This Agreement;
2. Appendix 1 – Products & Prices;
3. Purchase order
4. Appendix 3 – Supplier Code of Conduct;
5. Appendix 2, – Quality
6. Appendix 3 – Cost Breakdown & Scrap
7. Appendix 6 – Self-assessment form;
8. Appendix 5 – Tools;
9. Appendix 7 – Specific EU and US compliance requirements
2. Background
2.1 Buyer is part of the Piab Group which is owned by Patricia Industries AB and which in turn is 100% owned by the listed legal entity Investor AB. Piab Group develops, manufactures, markets and distributes progressive gripping, lifting and moving solutions. Buyer’s products are used by customers throughout the world.
2.2 The Parties’ objective with this Agreement is to establish and develop a long-term relationship and co-operation related to supply of the products, material and services included in Appendix 1 (the “Products”).
3. Sale and Purchase
3.1 The Supplier agrees to sell and supply to Buyer and Buyer agrees to purchase from the Supplier the Products, as defined in Appendix 1. (the “Products”). Should any of the Products during the term of this Agreement be replaced by another product, such product shall be added to Appendix 1 to this Agreement. However, in case of any such inclusions (as well as in case of inclusions of new products requested by Buyer) the prices for any such replaced or new product shall be subject to negotiations and agreement between the Parties within 30 days of notification.
3.2 Supplier shall inform Buyer about the plans to replace a Product without undue delay when such plans are initiated and shall never replace a Product without having given Buyer written notice about this at least two months in advance. Should Buyer purchase other products than the Products from the Supplier, the terms and conditions of this Agreement shall apply to such purchase unless the Parties explicitly have agreed otherwise in writing.
3.3 The Parties may deviate from the terms and conditions of this Agreement only when explicitly agreed upon in writing. In the event of a conflict between the terms and conditions of this Agreement and any purchase order or acceptances issued with respect to the Products, the terms of this Agreement (including its appendices) shall prevail.
4. No-exclusivity and loyalty
4.1 This Agreement does not establish an exclusive relationship between the Parties and Buyer is not obligated to order any particular Products or quantity of Products and may acquire same or similar Products from other suppliers[CW1.1]. In the event the Product is customized according to Buyer’s instructions, the Supplier shall not, neither during the term of this Agreement, nor after the expiration or termination of the Agreement, offer for sale or lease or otherwise deliver and/or offer to third parties such customized Products, without the prior written permission of Buyer.[CW2.1][ET2.2]
5. Prices and volumes
5.1 The prices of the Products shall be fixed during the term of the Agreement unless the Parties agree otherwise in writing in Appendix 1.
5.2 If applicable, the quantities of Products the Supplier undertakes to keep in stock shall be listed in Appendix 1.
5.3 The Supplier undertakes to provide, upon request, a transparent cost breakdown (including, as a minimum, the cost for material, labor, administrative and management overhead and profit margins). To the extent the Parties have agreed on additional cost breakdown items, such are enclosed as Appendix 3.
5.4 The Supplier commits to a process of continuous improvements leading to cost reductions which will strengthen the competitiveness of both Buyer and the Supplier. The Supplier shall continuously increase efficiency, improve quality and eliminate unnecessary cost from Products, processes and administration. Such improvements shall be reflected in the prices payable by Buyer, and be presented at annual price review meetings, or upon Buyer’s request, to ensure quality improvements and cost reductions are implemented.
5.5 In the event of an increase or decrease of ten percent (±10%) or more from the current list price of the relevant raw material used in the Products that has a significant effect on the Suppliers cost level, the Parties shall in good faith discuss a price adjustment for the Products (increase or decrease of price). Any adjustment to the price shall be documented in writing and signed by both Parties.
5.6 The Supplier shall be responsible for the sale or recycling of all scrap material generated during the manufacturing process of the Products. The Supplier shall with full transparency account for both scrapped Products and scrap arising from use of raw materials, including but not limited to steel. The Supplier shall provide the Buyer with written scrap reconciliation reports as requested by Buyer and if applicable, according to provisions in Appendix 3.
6. Trade compliance
6.1 The parties agree to comply with all applicable laws and regulations which impose economic, financial or trade sanctions, embargoes or other restrictive measures, transfer, re-transfer, export or re-export license or other authorizations requirements enacted, administered, implemented and/or enforced by any competent authority, including but not limited to EU, UK, UN and United States (the U.S. Department of Commerce Bureau of Industry and Security’s (“BIS”) Export Administration Regulations and the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”)) laws and regulations (the “Trade Restrictions”). The Supplier shall ensure that its supply chain and its partners comply with the Trade Restrictions when dealing with the Products.
6.2 Each Party warrants that neither it nor any shareholder, subsidiary, director or executive officer is (i) included on any of the restricted party lists maintained by the EU, UK, UN and/or the U.S. Government under applicable Trade Restrictions, (the “Restricted Party Lists”), (ii) owned or controlled by a Restricted Party, or (iii) owned or controlled by or acting on behalf of any country with which trade is prohibited by any applicable sanctions.
6.3 In performing this Agreement, each Party will not, directly or indirectly, do business with or provide goods or services to any company or individual on the Restricted Party Lists or to any country with which trade is prohibited by any applicable sanctions. For avoidance of doubt, each Party agrees that it will not engage in any transaction that evades or circumvent, or has the purpose of evading or circumventing, or attempts to breach, directly or indirectly, any trade sanctions and export control laws and regulations.
6.4 Each Party undertakes to inform the other Party without delay of any change in circumstances that would render this warranty no longer accurate. 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.
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. The Supplier agrees to keep full and accurate books and records of all payments made in respect of any transaction, or business, effected in connection with this Agreement.
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.
7.3 This Agreement may be terminated immediately by the non-breaching Party if the other Party or anyone acting on its behalf fails to comply with this clause, or upon receipt of a notice by the other party according to 5.2 above, without the terminating party becoming liable for any damages or costs resulting from such termination.
8. Supplier code of conduct
8.1 The Supplier shall comply with Buyer’s, at each time applicable Supplier Code of Conduct which can be found at www.piabgroup.com. The currently applicable version is attached as Appendix 4.
9. Purchase order
9.1 Each delivery of Product shall be subject to a purchase order. Buyer shall submit a purchase order in writing. Each purchase order needs to contain the following information:
• Supplier’s legal name;
• Purchase order number;
• Purchase order date;
• Currency;
• Price per unit;
• Quantity;
• Delivery address, Invoice address (if different);
• Delivery date, based on the delivery time set forth in Appendix 1 and the purchase order (if the lead time in Appendix 1 deviates from the purchase order, the purchase order shall prevail) (the “Agreed Delivery Date”).
9.2 Supplier shall acknowledge receipt of, and accept, the purchase order within two Business Days. “Business Day” shall in this Agreement mean any day except a Saturday, Sunday or any other day on which commercial banks in Sweden is closed for any other business than internet services.
9.3 Buyer may cancel or modify a purchase order at any time before the Supplier has shipped the Products to Buyer. In the event Supplier, at the time of Buyer’s cancellation, has incurred material costs related to the order and such proven costs are found to be documented, unavoidable and reasonable, the Buyer shall compensate for such costs should the Buyer maintain its cancellation after learning about the incurred costs.
10. [CW3.1]Quality
10.1 The Products shall be manufactured in accordance with the specifications set forth in this Agreement and in accordance with any drawings, test instructions, specification and other instructions/ documentation provided by Buyer.
10.2 The Products shall be of high quality, be fit for their intended purpose, free from any defects, deficiencies and non-conformities in design, materials and workmanship, and shall meet or exceed the quality and performance standards that a professional supplier in the relevant industry would reasonably be expected to provide, as well as comply with any specific quality requirements set forth in Appendix 2, if such specific requirements have been agreed.
11. Delivery – Transfer of title and risks
11.1 Supplier shall deliver all Products in time and in accordance with the Agreed Delivery Date. Any change to Agreed Delivery Date shall be mutually agreed and made in writing.
11.2 Unless otherwise agreed to in writing by both Parties, all shipments of Products purchased by BUYER shall be delivered by the FCA to the site designated by Buyer in the corresponding purchase order (Incoterms® ICC, 2020), the “Agreed Delivery Address”. Notwithstanding the agreed Incoterm, Supplier shall be responsible for paying all freight costs, sales tax, import or export dues or duties, insurance, packaging costs and any other possible costs related to the supply of Products.
11.3 The Supplier undertakes to use environmentally friendly packaging for the Products that allows for reuse or cost-effective disposal. The packaging shall ensure protection against damage, soiling and moisture during transport and storage so that Buyer or a company contracted by Buyer can carry out the assembly without any additional effort.
11.4 When relevant, each delivery must be accompanied by a delivery note and – if applicable – customs clearance documentation or other certificates (material, surface treatment, dimensional report, standard compliancy, etc.), a copy of which shall be provided without delay to Customer by mail or e-mail.
11.5 Each package must bear a label stating the following (together with any other information expressly requested by Buyer or required by applicable regulations):
• delivery note;
• Purchase order reference;
• Products part Number(s) and Product name(s);
• the quantity of each Product; and
• Buyer’s article number for the Product(s) as set forth in the purchase order
11.6 Title of the Products shall pass to Buyer upon receipt of the Products at the Agreed Delivery Address. No title retention clause will be enforceable against Buyer, unless such a clause has been expressly and previously accepted and ratified in writing by an authorized representative of the Buyer.
12. Intellectual property rights
12.1 Each Party shall retain all rights, title, and interest in and to any intellectual property, regardless if that intellectual property is registered or not, including, but not limited to, patents, patent applications, utility models, trademarks, designs, patterns, tools, drawings, know-how and manufacturing processes that it owned or developed independently prior to the effective date of this Agreement or that it develops independently of this Agreement (“Background IP”). Nothing in this Agreement shall be construed as transferring or granting any rights to the other Party’s Background IP, except as expressly set forth herein.
12.2 All intellectual property rights in any products, deliverables, designs, or materials that are specifically developed or created by Supplier at the request of the Buyer under this Agreement (“Customized Deliverables”) shall vest in and be the exclusive property of the Buyer. Supplier shall, at the Buyer’s request, execute any documents and take any actions necessary to effect or confirm the Buyer’s ownership of such Customized Deliverable.
13. Delivery deadlines and penalty
13.1 The Supplier agrees and acknowledges that time is of the essence in respect of delivery of the Products. The Agreed Delivery Date is therefore imperative and a determining element of the Parties cooperation. The Supplier acknowledges it must achieve the delivery on time for all Products ordered in the corresponding purchase order.
13.2 Buyer may require anticipated or postponed delivery dates. In this event the Supplier shall use all commercially reasonable efforts to meet Buyer’s needs and provide Buyer with the required Products according to the new timeline. Any anticipated or postponed delivery date shall be documented by the Supplier through an updated purchase order.
13.3 If there is an actual or anticipated delay in delivery, the Supplier shall immediately notify Buyer in writing of the expected length and reason for the delay. Such notice from the Supplier shall not release the Supplier from any liability related to such late delivery.
13.4 In the event of delay for five Business Days, or longer, the Supplier shall, at its own costs, arrange an express freight to the Agreed Delivery Address.
13.5 Notwithstanding the above, in case of total or partial non-compliance with the Agreed Delivery Date, Buyer reserves the right, without limiting any other right of remedy, after a written notice to execute has remained unsuccessful at the end of a period of five Business Days, to:
• refuse to take any subsequent attempted delivery of the concerned purchase order;
• obtain substitute products from another supplier and recover from the Supplier any costs and expenses reasonably incurred by Buyer in obtaining such substitute products;
• cancel the concerned purchase order in whole or in part without penalty; and/or
• agree on a new delivery deadline, without prejudice to any other rights set out in this Agreement.
13.6 The parties agree, that in case of cancellation, the Supplier shall (i) reimburse all prepayments already made by Buyer and (ii) dismantle and remove at its risks and costs the Products or part of Products already delivered/installed at the Agreed Delivery Address, (i) and (ii) without prejudice to the right to claim damages as per Section 18) (Liability and Insurance).
13.7 In addition, and without prejudice to its right to claim for any damages as per Section 15) (Liability and Insurance), and in addition to the provisions set out in this Section 10, Buyer shall be entitled to, as liquidated damages, five percent (5%) of the total amount of the corresponding purchase order not yet fully delivered for each week of delay up to a maximum of thirty percent (30%). Supplier shall pay these liquidated damages on demand or Buyer may deduct them from its payments to Supplier. The Parties confirm that these liquidated damages are reasonable and proportionate to protect Buyer’s legitimate interest in performance of the Agreement.
13.8 It is agreed that the Supplier shall not be held liable in case late delivery or non-compliance with the Agreed Delivery Date that is due to (i) a Force Majeure event or (ii) the exclusive fault of Buyer. Force Majeure shall in this context mean the occurrence of an event or circumstance outside of the Suppliers control that prevents or impedes Supplier from performing one or more of its contractual obligations under the Agreement, if and to the extent that Supplier proves: (i) that such impediment is beyond its control; (ii) that it could not have been foreseen at the time of the conclusion of the Agreement; and (iii) that the effects of the impediment could not have been avoided or overcome by the Supplier.
14. Documents
14.1 Supplier shall at the request of Buyer hand over to Buyer a complete set of all necessary manufacturing documents e.g. design- and manufacturing drawings, and testing requirements, as well as any other technical documents and certificates.
15. Payment terms
15.1 Invoices shall be paid after Buyer’s receipt of the Products at the Agreed Delivery Address and within sixty (60) days from the date of receipt of the corresponding invoice. Payments shall be made by bank transfer to the bank account indicated in the invoice, which shall be in the name of the Supplier and located in a bank established in the country where the Supplier is incorporated.
15.2 Unless otherwise indicated in the purchase order, invoices shall be sent per email as agreed between the parties.
15.3 In addition to the mandatory legal rules, the Supplier will ensure that all invoices sent to Buyer are correctly and sufficiently detailed. The Supplier’s invoices must (i) include the purchase order number, the date, the Products part number, Product name, delivered quantities, Net unit price, total line Net price, taxes amount and final invoice amount value and (ii) be sent to Buyer’s accounting department as indicated in the Purchaser Order. Invoices can be sent electronically (i.e. including an authentication process) only with Buyer ‘s prior express consent. The Supplier’s failure to comply with these requirements will automatically result in the invoices being rejected until the Supplier has remedied the failure.
15.4 Should Buyer fail to pay any amount in accordance with the agreed payments terms, the Supplier shall send a reminder to Buyer. If Buyer fails to pay within 15 Business Days after such reminder, the Supplier shall have the right to apply an interest rate of six (6) per cent per annum as from when the 15 days’ period has expired, unless mandatory applicable law requires a lower interest rate for late payments. Should the Buyer’s nonpayment be due to a force majeure situation, then the Supplier may not apply any interest rate.
15.5 A delay in payment does not entitle Supplier to terminate or suspend the Agreement or the concerned purchase order.
15.6 In case of disputed invoice, Buyer shall not be held liable for late payment of such disputed invoice, until both Parties find an agreement on the amount to be invoiced.
16. Tools
16.1 If models, tools or material are made available to the Supplier by Buyer for the production of the Products, or when such models, tools or materials are manufactured or purchased by the supplier at the expense of Buyer, the models, tools or materials will remain or become the property of Buyer. All such models, tools or material shall be listed in Appendix 5.
16.2 Supplier is, at its own cost, responsible for service, repair and insurance of the tooling.
16.3 The Supplier shall clearly mark all tooling as property of Buyer and keep them separated from its own tooling.
16.4 In case of bankruptcy or any other circumstance of insolvency, as well as in the case of expiration or termination of the Agreement all models, tooling or materials for which Buyer has paid for must be returned to Buyer.
16.5 Any models or tooling or material provided to the Supplier by Buyer may not be used by the Supplier for any other purpose than direct business as agreed with Buyer and may not be altered, modified or destroyed without prior written consent of Buyer.
16.6 Buyer reserves the right to require the Supplier to transfer the models, tooling or materials to third parties nominated by Buyer at Buyer’s sole discretion.
17. Warranties
17.1 The Supplier must immediately inform Buyer of any defects it has detected in its products or operating process which could impact the purchase orders, in order to limit the damaging consequences thereof.
17.2 The Supplier warrants that the Products:
• are manufactured in accordance with the specifications set forth in this Agreement and any drawings, test instructions, specification and other instructions/documentation provided by Buyer;
• will be, for a period of two years from delivery of the Products to the Agreed Delivery Address (hereinafter referred to as the ‘Warranty Period”) of high quality, shall be fit for their intended purpose, free from any defects, deficiencies and non-conformities in design, materials and workmanship, and shall meet or exceed the quality and performance standards that a professional supplier in the relevant industry would reasonably be expected to provide. If the Parties have agreed to specific quality standards, such are set forth under Appendix 2;
• do not infringe or misappropriate any third party’s intellectual property rights or other proprietary rights; and
• conform with all relevant United States, EU, UK, China, and [other] legal and regulatory requirements applicable to the Products, including any parts or materials used in the Products, since the Products may be resold to customers in those jurisdictions. For the purpose of information only, the Buyer has provided information regarding important regulatory legislation currently in force in the US and EU as Appendix 7. [CW4.1]
17.3 Should Products be found to be non-compliant and defective, Buyer reserves the right, without waiving any claim for damages/compensation and at its sole discretion, to require the Supplier to (i) refund any and all payments made by the Buyer, (ii) replace; or (iii) repair the concerned Products at the Supplier’s own cost and risk. without undue delay. The Supplier will bear all costs (if any) incurred as a result of the repairing or replacement.
17.4 Relevant Products that are to be replaced according to Section 17.3 shall be covered by the same warranty terms and conditions as the original Products, starting from the date of replacement.
17.5 If the repair or replacement carried out by Supplier is inoperative or insufficient or if Supplier refuses to repair or replace the Product(s) or spare parts concerned, Buyer reserves the right to cancel, in whole or in part, all purchase orders in progress or scheduled for any identical Product. Supplier will then have to refund the down payments collected and compensate Buyer for all damages. The Buyer’s obligation to purchase a certain volume of Products included in a cancelled purchase Order shall be reduced with a volume corresponding to the volume of the cancelled purchase Order(s).
18. Liability and insurance
18.1 Supplier shall hold Buyer harmless from and against any and all claims, including third party’s claim, liabilities, losses, damages, together with costs and expenses, including reasonable attorneys’ fee, arising out of or resulting from (i) a breach of warranty, or failure by the Supplier in performing its obligations in accordance with the Agreement; or (ii) the negligence or intentional misconduct of the Supplier.
18.2 During the term of the Agreement and for 2 years thereafter, Supplier shall at its own expense maintain (a) general liability insurance (including contractual liability coverage) and product liability insurance covering bodily injury and damage or loss of property of minimum five (5) million Euro; and (b) any other insurance required pursuant to applicable law. Upon Buyer’s request the Supplier shall annually provide Buyer with appropriate insurance certificates issued by Supplier’s insurance company and shall provide written evidence that Supplier has paid any premiums to maintain such insurance.
19. Term, termination
19.1 This Agreement, which replaces any previously agreement, including any oral agreement, between the Parties, (save for any quotation, order or purchase contract), shall become effective upon the Effective Date and shall continue for an initial period of three years. Unless the Agreement is terminated at the latest three months prior the expiration of the term, the Agreement will be prolonged for an additional period of one year at the time. Termination of the Agreement shall be in writing.
19.2 In case of a substantial change with respect to the direct or indirect ownership of the Supplier, the Buyer is entitled to terminate the Agreement with immediate effect without becoming liable for any damages or costs resulting from such termination.
19.3 In case of a material breach of the Agreement, the Party not being in breach is entitled to terminate this Agreement with immediate effect. Material breach shall include, but shall not be limited to, breach of Section 6) (Trade compliance); 7) (Anti-Corruption and Bribery); or 8)(Supplier Code of Conduct).
19.4 Upon termination of this Agreement and in the event Buyer has pending orders with the Supplier, then upon Buyer’s request, the Supplier agrees that such orders shall be delivered to Buyer in accordance with the terms and conditions of this Agreement.
19.5 During a period of five (5) years from delivery of a Product and notwithstanding the termination or expiration of this Agreement, the Supplier shall on commercially reasonable terms continue to supply Buyer with spare parts.
20. Audit
20.1 During the term, upon a notice period of one calendar week to the Supplier, Buyer shall have the right, during normal business hours (unless triggered by a quality incident or regulatory concern, in which case audits may be conducted as needed), to conduct audits in order to verify Supplier’s operations and records related to the performance of the Agreement. The Supplier agrees to cooperate fully with such audits, the scope, method, nature and duration of which shall be at the sole discretion of Buyer acting reasonably. Buyer is entitled to either conduct the audit itself or engage a third party to conduct the audit.
20.2 The right to conduct audits includes, but is not limited to:
A. Financial audits of the Supplier’s operations related to the production and delivery of goods under this Agreement which may include, but are not limited to, verification of cost structures and cost breakdown (both direct and indirect), pricing models, material pass-through charges, and compliance with agreed financial terms. The Supplier shall provide reasonable access to relevant financial records, systems, and personnel.
B. Operational and production process related audits of the Supplier’s quality control systems, facilities, records, processes, and other systems to ensure compliance with the requirements of this Agreement, including but not limited to EU standards (e.g. ISO1 14000, ISO 9001), the Supplier Code of Conduct and any specific quality standards requested by the Buyer.
20.3 The Supplier shall, without cost during an audit, provide reasonable access to the premises, relevant financial records, documentation, systems, personnel etc. as needed.
20.4 Findings from the audit shall be documented and shared with the Supplier. The Supplier agrees to implement corrective actions for any non-conformities within a mutually agreed timeframe. Failure to address critical findings may result in probationary status, withholding of new business, or termination of the Agreement.
20.5 The Supplier shall, at no cost, assist Buyer in providing information and documentation, needed by Buyer to ensure compliance with all laws, statutes, regulations and codes applicable to Buyer.
20.6 In addition to 20.1, the Supplier shall, once a year and upon Buyer’s request, deliver to Buyer a written self-assessment in accordance with the format attached as Appendix 6.
21. Subcontracting
21.1 The Supplier shall have no right to assign or transfer any of its rights and/or obligations under this Agreement and any purchase orders issued by Buyer without Buyer’s prior written consent. Such consent from Buyer will not relieve Supplier from any liability or obligations under this Agreement and any related purchase orders. Supplier or its assignee will remain fully liable vis-à-vis Buyer for the acts, omissions, defaults or negligence of its agreed sub-contractors.
22. Confidentiality
22.1 The term “Confidential Information” as used herein shall include all information or material of Buyer that has or could have commercial value or other utility in the businesses in which Buyer or Supplier are engaged, including but not limited to information related to the intellectual property, business practices, financial data and projects, specifications, other related proprietary, marketing, technical or business information, including without limitation product plans, personnel, research and know-how, products and software, but does not include information that is or becomes generally known without breach of an obligation to maintain its confidentiality.
22.2 Confidential Information disclosed by Buyer may in whole or part be experimental in nature and is disclosed without any warranties with respect to completeness and accuracy or performance or fitness for a particular purpose.
22.3 During the term of this Agreement and thereafter, Supplier agrees not to disclose and not use for any other purpose than this Agreement, any of the Confidential Information to any person, other than employees of Supplier whose access is necessary to enable Supplier to perform its obligations and exercise its rights under this Agreement. Irrespectively of this confidentiality undertaking, no obligations shall be imposed upon the Supplier with respect to any Confidential Information which the Supplier can show:
• corresponds to information in the Supplier’s possession prior to the Supplier’s receipt of the same from Buyer;
• at the time of disclosure is, or thereafter becomes, through no act or failure to act on the part of the Supplier or anyone for whom the Supplier is responsible, part of the public domain by publication or otherwise; or
• corresponds to Information furnished to the Supplier by others as a matter of right, insofar as the Supplier is aware after having made reasonable enquiries, without restriction on disclosure.
23. Miscellaneous
23.1 Unless otherwise expressly stated in this Agreement, the failure by either Party to enforce any provisions of this Agreement or to exercise any right in respect thereto, shall not be construed as constituting a waiver of its rights thereof.
23.2 This Agreement contains the entire agreement between the Parties on the subject matter and supersedes all previous representations, undertakings and agreements, written or oral, between the Parties.
23.3 Provisions of this Agreement which by their nature are intended to survive the termination or expiration of this Agreement, including but not limited to those relating to intellectual property rights (Section 12), warranties (Section 17), liability and insurance (Section 18), confidentiality (Section 22), liability, choice of law, and jurisdiction and disputes (Section 24), shall remain in full force and effect notwithstanding the termination or expiration of this Agreement, regardless of the reason for such termination or expiration.
23.4 Irrespective of any translations of this Agreement into other languages, the English version of this Agreement shall be binding upon the Parties.
24. Choice of law, Jurisdiction and Disputes
24.1 This Agreement shall be governed by Swedish law.
24.2 The Parties shall use their best efforts to settle by amicable negotiations any differences which may occur between them in connection with this Agreement.
24.3 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 administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the SCC). The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. The arbitration shall take place in Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
24.4 The parties agree that the arbitration award shall be final and binding upon the parties.
24.5 The parties undertake to procure that all arbitration proceedings conducted in accordance with this Agreement shall be kept confidential. This undertaking shall cover (a) that arbitration proceedings have been initiated, (b) all information disclosed during the course of such proceedings, as well as (c) any decision or award made or declared by the arbitral tribunal. Such information may not be disclosed to a third party without the prior written consent of the other party. Regardless of the above, a party shall not be prevented from disclosing information in order to safeguard such party’s rights with respect to the proceedings (including, for the sake of clarity, a disclosure as a consequence of a following challenge), or to disclose such information as such party is under an obligation to disclose pursuant to mandatory law or stock exchange regulation.
This Agreement has been duly executed in two originals of which the Parties have taken one each.
PIAB LEGAL ENTITY
SUPPLIER
_________________________ _________________________
By: By:
Title: Title:
Date: Date:
_________________________ _________________________
By: By:
Title: Title:
Date: Date:
Appendix 1 – Products & Prices
Appendix 2 – Specific quality requirements
1. General Requirements
1.1 Piab’s products are recognized for quality, performance, and availability. To maintain these standards, Piab imposes specific requirements on the processes, products, and services supplied by the Supplier.
1.2 The Supplier shall maintain valid ISO 9001 and ISO 14001 certification at all times and immediately notify Piab in writing of any suspension, withdrawal, or expiration.
1.3 The Supplier shall implement and maintain a quality policy and an environmental policy, ensuring continuous improvement in quality, delivery reliability, productivity, cost efficiency, and environmental performance.
1.4 Upon Piab’s written request, the Supplier shall promptly provide documentation regarding its quality and environmental management systems, processes, and assurance measures for Piab products, including but not limited to ISO certificates, quality manuals, process flow charts, control plans, audit reports, environmental practices, and records of corrective and preventive actions.
2. Specification Compliance
2.1 The Supplier shall always be fully responsible for that all products, components, and materials delivered to Piab conform to all specifications, drawings, standards, and requirements provided or referenced by Piab.
2.2 The Supplier acknowledges and agrees that all drawings and specifications provided by Piab shall apply without exception, unless Piab has expressly approved a deviation in writing in advance.
2.3 Any deviation from Piab’s drawings or specifications requires submission by the Supplier on Piab’s designated template and written approval signed by Piab’s R&D department. The copy of a original signed approval must accompany each affected delivery; deliveries without it are noncompliant.
2.4 If a product does not fully comply with requirements but may still be suitable for use, the Supplier shall notify Piab and request written approval prior to delivery. Nonconforming products must be clearly labeled and stored separately from conforming products.
3. Product Documentation
3.1 Piab shall ensure that all documentation provided to the Supplier including purchase orders, specifications, drawings, standards is clear, unambiguous, and reflects the latest applicable revision.
3.2 Upon receipt of any new or revised documentation from Piab, the Supplier shall be responsible for ensuring that only the latest versions are used in all manufacturing,
inspection, and delivery processes. The Supplier shall promptly destroy all obsolete or superseded documents to prevent unintended use.
3.3 If Piab requests an audit of the Supplier’s manufacturing processes and documentation, the Supplier shall provide all relevant documents including process flow charts, control plans, inspection records, and training logs at least two weeks before the scheduled audit. Such audits do not relieve the Supplier from any other obligations towards the Customer.
4. Supplier Documentation and Risk management
4.1 The Supplier shall document all production changes that could affect product quality or compliance, including but not limited to changes in machinery (e.g., new installations, moves, upgrades, replacements), tools (new, modified, or replaced), production processes (modifications, new processes, parameter adjustments), packaging (materials, design, methods), and any production relocations.
4.2 Documentation must clearly state the nature, rationale, and date of each change, and assess its potential impact on product quality.
4.3 The Supplier shall conduct and document a risk evaluation for each change and provide this to Piab upon request.
4.4 If a proposed change poses a potential risk to product outcome or quality, the Supplier shall notify Piab with a written change notification before implementation, including a description of the change, risk evaluation results, and a risk mitigation plan (such as control plan updates, initial sample review, or additional validation runs).
4.5 Piab may require specific verifications or control plan modifications in response to any change. Regardless of any review or approval by Piab, the Supplier remains solely responsible for ensuring the end product fully complies with all Piab specifications and requirements.
5. Initial Samples
5.1 If required by Piab, the Supplier shall produce and deliver initial samples with complete measurement records. Unless otherwise agreed in writing, the standard quantity is five (5) samples.
5.2 For tools with two or more cavities, if required by Piab, the Supplier shall deliver five (5) samples per cavity with complete measurement records, unless otherwise agreed. Samples from each cavity must be kept strictly separate.
5.3 If cavities have IDs, the Supplier shall mark packages with the corresponding cavity ID. If cavities lack IDs, packaging must enable traceability to the cavity location.
5.4 Measurement records must include results for all samples and cavities, covering all dimensions, tolerances, surface treatments, and other requirements as specified in the
drawing, specification, and standards. For each measured characteristic, the records must specify the nominal value and the corresponding reference from the drawing.
5.5 All initial samples must be clearly marked as “Initial Samples” and must be approved in writing by Piab prior to the first series delivery.
6. Equipment, Handling, and Traceability
6.1 The Supplier shall safeguard all equipment provided by Piab (e.g., measurement tools, fixtures) against loss, theft, damage, or abnormal wear, and shall use such equipment exclusively for Piab products unless otherwise agreed in writing. Any loss or damage must be promptly reported to Piab.
6.2 The Supplier shall ensure all products and materials for Piab are handled, stored, and transported to prevent damage, contamination, or deterioration, including protection from dirt, oil, liquids, and other surface defects.
6.3 The Supplier shall ensure that all packages are clearly labeled with the relevant Piab order number and Piab part number to ensure traceability and correct identification.
7. Control and Quality Assurance
7.1 The Supplier shall be fully responsible for verifying that all products delivered to Piab comply with all applicable specifications, drawings, and requirements. The Supplier shall, at a minimum, perform measurements and inspections during the process flow in accordance with the approved control plan, or through documented self-control procedures, to ensure that all specified requirements are consistently met.
7.2 Deviations detected by Piab during incoming inspection or production will be reported via a Continual Improvement Request (CIR). The Supplier shall respond in writing with root cause analysis, corrective action, and preventive action within the timeframe specified.
7.3 Piab reserves the right to charge the Supplier an hourly rate for the correction of errors detected in Piab’s inspection or production, where Piab, after prior agreement with the Supplier, undertakes corrective actions itself.
7.4 If a deviation results in a complaint and Piab requires an immediate replacement delivery, the Supplier shall dispatch the replacement delivery using the fastest available mode of transportation at the Supplier’s sole expense.
8. Control Plan
8.1 The Supplier shall establish a control plan for the relevant product or process prior to the first series delivery, unless otherwise agreed in writing. The control plan must be reviewed and formally approved in writing by Piab before production commences.
8.2 The control plan shall always reflect the latest revision of the item. Any updates or changes to the control plan require prior written re-approval by Piab.
8.3 Piab’s review or approval of the control plan does not relieve the Supplier of its independent obligation to ensure that all products and processes fully comply with all applicable requirements, specifications, and drawings.
8.4 The Supplier may, at its discretion, implement stricter controls or verification measures than those specified in the approved control plan.
8.5 The Supplier shall document and retain all agreed verification results and associated records for at least ten (10) years after manufacture, or as otherwise agreed, and provide them to Piab upon request..
8.6 The control plan shall, at a minimum, specify the following:
· The specific requirements to be verified, including all applicable tolerances;
· The verification method and equipment to be used (for example, calipers, micrometers, coordinate measuring machines, or visual inspection);
· The manner of result documentation (for example, recording actual measured values or indicating OK/NOK status);
· The frequency of verification and the number of parts to be verified;
· The item number and revision level;
· The date of the control plan or its latest revision.
9. Measurement Equipment
9.1 The Supplier shall ensure all measurement and test equipment used for Piab products is properly calibrated and maintained to applicable standards.
9.2 The Supplier shall retain calibration records for at least five (5) years after delivery and provide them to Piab upon request.
9.3 Where required by Piab, the Supplier shall provide test records, inspection reports, and/or control certificates with the delivery; delivery is not complete until all required documentation is received and accepted by Piab.
10. Environmental Requirements
10.1 The Supplier shall continuously work to deliver products with minimal environmental impact, including through the selection of materials, processes, and packaging.
10.2 The Supplier shall establish and maintain an environmental policy based on a current analysis of its environmental impact, and shall use this policy as a basis for continuous improvement in environmental performance.
10.3 The Supplier shall at all times comply with all applicable environmental laws, regulations, and requirements relevant to the manufacture and delivery of products to Piab.
Appendix 3 – Cost Break Down & Scrap
1 Cost Breakdown
1.1 The Parties have agreed that the Supplier shall provide a detailed cost breakdown for all Products and components supplied under this Agreement. This breakdown shall include, at a minimum:
1.2 Base steel material cost (by grade and market index reference, e.g., LME or MEPS);
1.3 Material yield and scrap rates;
1.4 Purchased components;
1.5 Material processing or finishing (e.g., welding, sanding, polishing, etc.);
1.6 Direct labour;
1.7 Manufacturing overhead;
1.8 Administrative overhead;
1.9 Tooling and equipment amortization;
1.10 Packaging and logistics; and
1.11 Profit margin
2 Scrap
2.1 The Supplier shall be responsible for the sale or recycling of all scrap material (including, but not limited to, steel) generated during the manufacturing process of the Products. The Supplier shall use commercially reasonable efforts to maximize the value received from such sales or recycling activities.
2.2 All proceeds from the sale or recycling of scrap material shall be credited to the Buyer’s account. The Supplier shall be entitled to compensation for managing, handling, and selling the scrap, in the form of a handling fee or commission, as mutually agreed in writing by both parties prior to the sale. Such compensation shall be deducted from the gross proceeds before crediting the net amount to the Buyer.
2.3 Unless the Parties agree differently, the Supplier shall provide the Buyer with monthly written reconciliation reports detailing the weight, grade, sales value, and handling fees or commissions deducted for all scrap material sold or recycled. The Buyer reserves the right to audit the Supplier’s scrap management and sales practices at any time.
Appendix 4 – Supplier Code of Conduct
Appendix 5 – Tools
Appendix 6 – Self Assessment Form
Annual Self Certification
We hereby certify that we are in compliance with our undertakings set forth in the supply agreement entered into between SUPPLIER (“Supplier”) and PIAB ENTITY (“Buyer”) on DATE (the “Agreement”), including but not limited to that (i) the products sold to Buyer under the Agreement are compliant with Buyer’s instructions and applicable laws and regulations, (ii) there has been no violation of applicable laws, statutes, regulations and codes, (iii) the Supplier has adhered to economic sanctions imposed by the United Nations, the European Union, the United States, and any country with jurisdiction over the Supplier; (iv) the Supplier has not supplied to Buyer any goods that have been sourced from parties that are subject to sanctions imposed by the United Nations, the European Union, the United States, or any other country with jurisdiction over the Supplier; and (v) the Supplier is compliant (and has been compliant) with Buyer’s code of conduct.
Further, the Supplier certifies that there have been no material changes to the shareholding or ownership since in the past 12 months.
Place and date: 
SUPPLIER
____________________________ ____________________________
Name: Name:
Appendix 6 – Purchase Order