GENERAL TERMS AND CONDITIONS
1. INTRODUCTION
These General Terms and Conditions (these “GTCs”) form an integral part of the Framework Agreement entered into between the Pedab entity (“Pedab”) and the customer of Pedab (the “Partner”) identified in said Framework Agreement. These GTCs apply to Pedab’s sale and delivery of Deliverables (as defined below) to the Partner. Pedab and the Partner are hereinafter individually referred to as a “Party” and collectively as the “Parties”.
2. DEFINITIONS
When used in these GTCs, the following capitalized terms shall have the meaning ascribed to them below:
“Advisory or Consulting Services” means any advisory or consulting services provided by Pedab to the Partner through which Pedab provides e.g. assessments and/or recommendations regarding the Partner’s purchase needs in relation to the Deliverables.
“Agreement” means the Framework Agreement, these GTCs and, where applicable, any Producer Terms and Order Confirmations.
“Business Day” means a day (other than a Saturday, Sunday or public holiday), on which commercial banks are open for general banking business in Sweden, other than for internet banking services only.
“Confidential Information” means any and all financial, technical, marketing, commercial, legal or other information of whatever nature that relates to the Deliverables or otherwise the business of the Parties, irrespective of whether such information has been or will be disclosed in writing, verbally or in any other form, received as a consequence of the business relationship, or information that a Party has been able to conclude by reception of such information.
“Deliverables” means the Products and/or the Services, as applicable. “Delivery Receipt” is defined in Section 5.4.
“Digital Marketplace” means Pedab’s digital marketplace. “Disclosing Party” is defined in Section 15.2.
“End Customers” means as defined in the Framework Agreement.
“Framework Agreement” means the Framework Agreement between the Parties to which these GTCs is referred to.
“GTCs” is defined Section 1.
“Intellectual Property Rights” means any and all intellectual property rights, including but not limited to patents, trademarks, software (including source code), designs, utility models, copyrights, database rights, concepts, techniques, inventions, technologies, tools, processes and methodologies, and trade secrets and any similar rights, including applications and the right to apply for registration of any rights, in any jurisdiction (which for the avoidance of doubt refers to all of the above), regardless of whether registered or not, and all rights under licences or otherwise in relation to any of the foregoing.
“Order Confirmation” is defined in Section 3.2. “Parties” is defined in Section 1.
“Partner” is defined in Section 1.
“Party” is defined in Section 1.
“Pedab” is defined in Section 1.
“Producer” means as defined in the Framework Agreement.
“Producer Terms” means as defined in the Framework Agreement.
“Products” means any hardware, Software or other IT-related products sold by Pedab from time to time and may refer to items purchased by the Partner for own commercial use, reselling to End Customers as well as Products that are purchased as a part of a Service.
“Receiving Party” is defined in Section 15.2.
“Sanctions and Export Control Laws” is defined in Section 8(a). “SCC” is defined in Section 18.2.
“Services” means any services, including without limitation Advisory or Consulting Services, IT solutions, configurations, storage and logistics, cloud services, server solutions and other IT services, provided by Pedab from time to time.
“Software” means software programs provided by a Producer.
“Territories” means the territories in which the Partner may market or sell the Deliverables as set out in the Producer Terms or as otherwise communicated by Pedab.
3. ORDERS
3.1 The Partner may order Deliverables (i) through the Digital Marketplace (if applicable); (ii) by contacting one of Pedab’s authorized sellers; or (iii) by contacting Pedab in any manner, e.g. via Pedab’s customer support or email. For the avoidance of doubt, the Partner must have entered into the Framework Agreement with Pedab before being able to place orders in accordance with this Section 3.
3.2 Pedab is not bound by an order from the Partner until Pedab has confirmed the order by sending the Partner a written order confirmation (the “Order Confirmation”). The Order Confirmation shall be sent to the Partner by email to an email address designated by the Partner for the purpose of receiving Order Confirmations or as otherwise agreed in writing. Pedab reserves the right to refuse an order, in which case no Order Confirmation shall be given.
3.3 The Order Confirmation shall, without prejudice to Section 5.2, provide information regarding what Deliverables that the Partner has ordered, price information and estimated time of delivery of the Products or estimated commencement date of the Services.
3.4 The Partner undertakes to verify that the Order Confirmation corresponds with its order. The Partner shall immediately inform Pedab if the Order Confirmation differs from the order. If the Partner fails to do so within forty-eight (48) hours after Pedab sent the Order Confirmation, the Partner shall be deemed to have accepted to be bound by the Order Confirmation.
3.5 In relation to certain Deliverables, as required by Pedab or a Producer, the Partner must be able to show to Pedab that it has received a written equivalent order of Deliverables from an End Customer before the Partner is allowed to place an order for such Deliverables from Pedab. Pedab is entitled to, at any time, request to review such End Customer’s written order in order to verify the Partner’s compliance with this requirement.
3.6 Once the Partner is bound to an Order Confirmation pursuant to the above, such Order Confirmation shall automatically be considered an integral part of and incorporated into the Agreement. Pedab shall however, without limiting Section 16, have the right to withdraw its Order Confirmation, making such Order Confirmation null and void, if: (i) Pedab is prevented from fulfilling its obligations due to force majeure (as further described in Section 14); (ii) the relevant Producer has suspended its delivery of the ordered Deliverables to Pedab for any reason; or (iii) Pedab has reason to believe that the Partner is of poor financial standing or may otherwise not be able to pay for the ordered Deliverables. Pedab shall without unreasonable delay inform the Partner in writing about its decision to withdraw an Order Confirmation and the reasons for such withdrawal.
3.7 If the Parties have agreed upon a certain minimum order commitment and the Partner fails to place such amount of orders, Pedab may charge the Partner additional fees corresponding to the full value (including profit margin) of the non-ordered Deliverables.
4. DIGITAL MARKETPLACE
4.1 By entering into the Agreement, the Partner shall, if applicable, be granted access to the Digital Marketplace, subject to the terms and conditions set out in this Section 4. The Digital Marketplace is currently available at www.pedab.com.
4.2 After Pedab has conducted a credit analysis of the Partner (with an approved outcome), the Partner shall be assigned a user account and a password which entitles the Partner to place orders through the Digital Marketplace.
4.3 The right to use the Partner’s user account may not be assigned to third parties. Any person who logs in to the Digital Marketplace by using the Partner’s user account and password shall be regarded as the Partner’s representative who is entitled to place orders on behalf of the Partner through the Digital Marketplace. The Partner undertakes to take full responsibility for all activities carried out with the Partner’s user account and undertakes to take necessary measures to prevent unauthorized use of the user account and/or the password. The Partner further waives any right to claim damages from Pedab in connection with any unauthorized use of the user account and/or the password. If the Partner suspects any unauthorized use of the user account and/or the password or if the password is lost, the Partner shall contact Pedab’s customer support immediately.
4.4 The Partner acknowledges and agrees that the Digital Marketplace is provided on an “as is” basis. Pedab disclaims any representations or warranties of any kind, whether express or implied, including without limitation, warranties of satisfactory quality, accessibility or fitness for a particular purpose and non-infringement of third party rights. To the fullest extent permissible under applicable law, Pedab does not warrant or represent that the Digital Marketplace will be free from any inaccuracies, interruptions, delays or errors, or that any of these will be corrected.
4.5 If Pedab deems that the Digital Marketplace is used by the Partner in breach of the Agreement, Pedab may terminate the Partner’s user account with immediate effect. Pedab may also, at any time and without incurring any liability whatsoever, temporarily block the Partner’s access to the Digital Marketplace for security reasons, maintenance, or due to the Partner’s failure to fulfill any part of the Agreement.
5. DELIVERY AND DELAY
5.1 Ordered Products that are shipped from Pedab’s warehouse shall be delivered DAP (Delivered At Place) to the Partner’s stock/premises in accordance with the latest issued Incoterms, unless the Parties have agreed otherwise in writing. In relation to Products that are not shipped from Pedab’s warehouse, e.g. because they are shipped directly from the Producer, the applicable Incoterm may differ and is set out in the relevant Order Confirmation. If delivery shall be made directly to an End Customer, such information shall be evident from the order.
5.2 Ordered Services shall be provided in accordance with the applicable Order Confirmation which shall contain any relevant information about premises, scope, timeframes, volumes, assumptions, Partner responsibilities, End Customer beneficiaries and similar.
5.3 The Partner undertakes to inform Pedab in writing about any change of premises. If Pedab incurs any additional costs due to the Partner’s change of premises, Pedab shall have the right to adjust the fees for the Deliverables with an amount corresponding to such additional costs.
5.4 Upon delivery of any Products (whether constituting a part of a Service or not), the Partner undertakes to make sure that an authorized person signs a document confirming that the Partner has received the Products (a “Delivery Receipt”). Any visible transportation damage to the goods, defects or other cargo deviations shall be reported to the carrier immediately. Such damage or deviation shall be noted on the Delivery Receipt and signed by both the chauffeur and the Partner’s representative, respectively.
5.5 Notwithstanding the above in this Section 5, Software shall be delivered in accordance with the delivery procedures under the relevant Producer Terms or otherwise as decided by Pedab, unless otherwise agreed in writing.
5.6 The estimated date of delivery of the Products and/or estimated commencement date of the Services indicated in the Order Confirmation is approximate. Pedab is not obliged to ensure that the Products are delivered on the estimated delivery date or that the Services are commenced on the estimated commencement date. Pedab’s delay does not entitle the Partner to any remedy or to claim damages or any other reimbursement.
5.7 If Pedab reasonably anticipates that the Partner will fail to fulfill an obligation in the Agreement, Pedab may cancel its delivery of Deliverables and request the Partner to provide Pedab with an acceptable security for the Partner’s rightful fulfillment of its obligations.
6. PRICE, PAYMENT AND TAXES
6.1 The prices for the Deliverables are set out in the Order Confirmation. All prices are stated exclusive of VAT and other taxes established after issuance of the Order Confirmation. Any amount payable under the Agreement shall be paid against invoice and be paid within thirty (30) days from the date of the invoice.
6.2 Pedab reserves the right to, from time to time, adjust its prices. Furthermore, if the Order Confirmation contains price information that is clearly incorrect, Pedab reserves the right to adjust the charged price after execution of such Order Confirmation by sending the Partner an invoice amounting to the difference between the correct and the incorrect price. If the Partner, by virtue of such adjustment, no longer wants a Deliverable, the Partner may, at its own cost, request Pedab to collect the Deliverable and reimburse the purchase price to the Partner, provided that the Deliverable still is in its original condition.
6.3 In the event of late payment by the Partner, Pedab shall be entitled to late payment interest in accordance with applicable law. Pedab may also, where applicable, withhold delivery or part thereof of the Deliverables under the relevant Order Confirmation as well as other Deliverables until full payment has been made. In addition, administrative fees for written payment reminders may be charged the Partner.
6.4 In case the Partner disputes an invoice, the Partner must send a written notice, stating the disputed amount and the reasons for the dispute, to Pedab within five (5) Business Days from the issuance date of the disputed invoice. Otherwise, the invoice shall be deemed accepted by the Partner.
6.5 Pedab may grant the Partner a credit. Pedab may from time to time adjust the Partner’s credit limit, including but not limited to decreasing such credit limit to zero (0). Pedab may also terminate a credit granted to the Partner at any time, if Pedab would deem the Partner to no longer be credit-worthy.
6.6 The Partner shall fulfill any applicable tax regulations in relation to the Agreement, including but not limited to tax regulations regarding chemicals.
6.7 Proceeds distributed in connection with selling competitions always accrue to the Partner and any tax relating to such proceeds shall be paid by the Partner.
7. PARTNER RESPONSIBILITIES AND OBLIGATIONS
7.1 Subject to applicable and mandatory competition law, the Partner undertakes not to actively market or sell the Deliverables outside the Territories and agrees not to contract with any third party to do so.
7.2 When reselling the Deliverables to End Customers, the Partner shall be liable for ensuring that it executes an end user license agreement with the End Customer that contains, and is no less restrictive than, the terms and conditions of these GTCs and any relevant Producer Terms. Further, the Partner shall ensure that the End Customers are provided with any other information, e.g. regarding the use of the Deliverables and their intended purposes, to the extent necessary according to applicable law, the Producer Terms and/or as may otherwise be of importance for the End Customers. Should the Partner purchase Deliverables from Pedab for own commercial use, the Partner’s foregoing undertakings shall also apply correspondingly, with the necessary amendments.
7.3 The Partner shall at all times stay informed of what Producer Terms that apply to its purchases of Deliverables under the Agreement. The Partner acknowledges and agrees that the Producer Terms may be amended from time to time and that new versions of the Producer Terms will become binding for the Partner at the time stipulated in such Producer Terms or otherwise when the new versions are announced by the Producer and/or Pedab.
7.4 The Partner acknowledges that the Deliverables are intended for standard commercial uses and shall not be available for use or resale for use in any hazardous environments requiring fail-safe performance (including but not limited to aircraft navigation or communications systems, air traffic control, in the operation of nuclear facilities, direct life support machines or military defense systems) in which the failure of the Deliverables could lead directly to death, personal injury or severe physical or environmental damage, unless such use or resale for use has been explicitly approved in writing by Pedab.
7.5 The Partner shall be responsible for complying with all environmental and safety obligations relating to the sales and/or disposal of the Deliverables and thereto related materials (including but not limited to registration, providing guarantees where applicable, reporting and the proper collection, disposal and/or recycling of the waste from any discarded or obsolete Deliverables or their parts) supplied by Pedab under the Agreement in accordance with all applicable environmental or other safety legal requirements under applicable law.
7.6 Unless otherwise agreed to in writing by the Parties, the Partner shall be responsible, at its own expense, to obtain from local competent regulatory authorities any approval or administrative authorization required for the introduction, marketing, sales, licensing, performance, and/or operation of the Deliverables within the Territories. If modification or adaptation of any Deliverable is required by a local regulatory authority as a condition of approval or authorization, then Partner shall transmit all relevant information to such regulatory authority and, if required, assist Pedab and/or the relevant Producer in connection therewith. Pedab and/or the Producer may, in its sole discretion, either: (i) consider undertaking such modification and adaptation of the Deliverable subject to terms and conditions to be agreed by the Parties in writing; or (ii) decline to make such modifications or adaptations, in which case the relevant Deliverable shall be excluded from the corresponding Order Confirmation. Each Party shall provide the other Party, as necessary, with reasonable assistance, certification data or other information of a nonconfidential nature, that may reasonably be required to obtain such approvals or authorizations.
7.7 The Partner may not, without Pedab’s written consent, make any public announcements, press releases or similar in the name of Pedab or the Producer, or about the Deliverables as such. For the avoidance of doubt, the aforesaid shall not be construed to restrict the Partner’s ordinary marketing activities to promote the Partner’s own business and sell the Deliverables to End Customers.
7.8 The Partner is responsible to ensure that the Deliverables correspond with the relevant End Customer’s agreement with the Partner. Further, any warranties offered or given by the Partner to the End Customer in addition to those given by the Producer are the Partner’s sole liability, unless otherwise has been agreed in writing.
7.9 The Partner shall indemnify and hold Pedab and the Producer harmless from damages caused by the Partner’s breach of this Section 7 and/or Section 8.
8. TRADE COMPLIANCE
The Partner represents, warrants and undertakes that:
(a) the Partner and its affiliates and agents shall comply with (i) all economic sanctions and export control laws and regulations adopted and enforced by governmental authorities of the European Union (EU), United Nations (UN) and United States (US); and (ii) any other economic sanctions and export control laws and regulations adopted by governmental authorities in other jurisdictions that are applicable to Pedab or the Partner (collectively “Sanctions and Export Control Laws”);
(b) neither the Partner, its affiliates or any of its respective officers, directors or employees, is listed, or is owned or controlled by any individual or entity listed in Sanctions and Export Control Laws;
(c) the Deliverables will not be used, transferred, exported or otherwise provided (i) to any such listed parties, (ii) in their entirety or in part for any military end-use or for use by any military end-user, or (iii) to any party located in Belarus, Crimea and non-government-controlled areas of the Donetsk, Kherson, Luhansk and Zaporizhzhia oblasts of Ukraine, Cuba, Iran, Libya, Myanmar, North Korea, Russia, Sudan, Syria, Venezuela and Yemen;
(d) the Partner holds all requisite trade authorizations, licenses and approvals under Sanctions and Export Control Laws in relation to the use, transfer, export and provision of the Deliverable; and
(e) the Partner will immediately inform Pedab of any breach of the foregoing.
Following any breach of (a)-(e) above, Pedab may refuse further performance, or terminate the Agreement and Pedab’s relationship with the Partner, without incurring any liability.
9. AUDIT RIGHTS AND ESG REPORTING
9.1 Pedab and any relevant Producers shall have the right to, after providing the Partner, its affiliates and/or End Customers, with reasonable written notice, by itself or by its authorized representatives, audit relevant documents, contracts, orders, invoices, receipts or other materials in the possession or under the control of the Partner, its affiliates and/or End Customers, and audit the Partner’s, its affiliates’ and/or End Customers’ facilities or processes, for the purpose of determining whether the Partner, its affiliates and/or End Customers complies with the requirements of the Agreement and/or applicable law. Pedab shall make commercially reasonable efforts to minimize the disturbance of the Partner’s, its affiliates’ and/or End Customers’ business when conducting such audits.
9.2 Each Party shall bear its own costs for the audits set out in Section 9.1, except where such audit reveals that the Partner, its affiliates and/or End Customers has failed to comply with the Agreement and/or applicable law, in which case the Partner shall bear all costs of the audit.
9.3 The Partner is fully responsible for fulfilling all environmental, social and governance (ESG) reporting requirements, including but not limited to CO2 reporting requirements, according to applicable law and/or widely used business standards/rules connected to its own, its affiliates and/or End Customers purchase, use and disposal of the Deliverables.
10. RETURNS
10.1 The Partner shall not have a right to return Deliverables unless accepted by Pedab in its sole discretion.
10.2 Prior to returning a Deliverable, the Partner shall receive a written pre- approval and a RMA-number from Pedab. The Deliverable shall be returned in its original condition. A return is credited to the invoiced amount exclusive of possible freight charges.
11. WARRANTIES AND LIABILITY
11.1 The terms and conditions in the applicable Producer Terms regarding warranties and liability for defects shall apply. Consequently, Pedab is only liable for defects to the extent set out in the Producer Terms. Pedab may, unless the relevant Producer Terms state otherwise, direct the Partner to make any claims directly towards the relevant Producer(s).
11.2 Except as otherwise set out herein, Pedab makes no representations or warranties of any kind, whether express or implied, with respect to thE deliverables, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or non-infringement.
11.3 Pedab’s liability for defects shall never be deemed to include defects or damages resulting from the Partner’s or the End Customer’s negligence or wrongful use of the Deliverable, e.g. that the End Customer has failed to comply with the manual, instructions, altered or interfered with the Deliverable or used the Deliverable for purposes for which it is not intended. Pedab is further not liable for defects caused by a third party, viruses (or features with similar effects) or by circumstances beyond the reasonable control of Pedab, including but not limited to information provided by the Producer or any third party. For the avoidance of doubt, the Partner is obliged to request a manual or instruction, should the Deliverable be delivered without one.
11.4 The extent or length of the liability for defects, as set out in the Producer Terms, shall not be extended or changed if Pedab remedies a defect, provides technical guidance or redelivers the Deliverable.
11.5 In case of a defect in any Deliverable, the Partner must give Pedab written notice of such defect without undue delay and no later than five (5) Business Days following the detection of such defect or when it should reasonably have been detected. Any defects shall always be reported to Pedab within three (3) months from delivery to the Partner. In such written notice, the Partner shall describe and, where necessary, demonstrate the manner in which the defect is shown. If the Partner fails to adhere to the aforementioned time limits, the Partner shall be precluded from enforcing any remedies and/or claim any damages in relation to the defect.
11.6 Unless otherwise stated in the applicable Producer Terms, Pedab shall repair or replace a Deliverable (at its option) in the event of a defect. In addition, in case of delay or force majeure according to Section 14 or if the Producer has ceased to deliver the ordered Deliverable, Pedab may fulfill its obligations toward the Partner by delivering a replacement with equivalent functionality as the Deliverable set out in the Order Confirmation.
11.7 Any Advisory or Consulting Services are provided by Pedab on a goodwill basis. Consequently, Pedab disclaims any responsibility or liability whatsoever for such Advisory or Consulting Services and the Partner hereby expressly waives any claims relating to such Advisory or Consulting Services.
11.8 Pedab is only liable for bodily injury, death and/or damage to property in case of negligence. The Partner shall indemnify and hold Pedab harmless if Pedab is held liable against a third party, whom Pedab is not responsible to according to these GTCs or otherwise according to the Agreement.
11.9 Pedab’s liability under the Agreement is, under all circumstances limited to the purchase price of the concerned Deliverable. Notwithstanding the foregoing, Pedab’s liability is, under all circumstances, limited to the amount that Pedab successfully claims from the Producer in relation to the concerned Deliverables. Pedab shall never be liable for any indirect damage or loss.
11.10 The Parties agree that this Section 11 sets out Pedab’s entire and exclusive liability for defects.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 All Intellectual Property Rights in and to the Deliverables as well as to the content, structure and design of the Digital Marketplace belongs to the Producers and/or Pedab, respectively. Nothing in these GTCs shall be construed or perceived as a transfer of ownership or license, unless the Parties have agreed otherwise in writing.
12.2 Pedab’s responsibility regarding infringement of Intellectual Property Rights is exhaustively regulated by the relevant Producer Terms.
12.3 The use of any Software is subject to the applicable Producer’s license terms, including for the avoidance of doubt any open source license terms applicable to open source code contained in the Software. Without limiting the generality of Section 7.2, the Partner agrees to contractually require its End Customers to comply with any obligations and license terms governing the use of the relevant software. Should the Partner purchase Software for own commercial use, the Partner’s foregoing undertakings shall also apply correspondingly, with the necessary amendments.
13. [PROCESSING OF PERSONAL DATA]
Each Party shall be individually responsible, as a sole data controller, for its own processing of personal data in connection with this Agreement. Hence, each Party determines the purposes and means for its respective processing of personal data. Notwithstanding the foregoing, each Party shall at all times during the term of this Agreement comply with all applicable data protection legislation. In addition, if either Party considers at any time during the term of the Agreement that one Party is acting as a processor of personal data on behalf of the other Party, the Parties shall enter into a data processing agreement where required by applicable law.
14. FORCE MAJEURE
14.1 If either Party is prevented from fulfilling its obligations under the Agreement due to a circumstance outside the Party’s reasonable control, which the Party could not reasonably have foreseen, e.g. natural disaster, war (whether declared or not), epidemics, pandemics, fire, cessation of work, strike, boycott or similar or any other similar cause, or the Producer’s non-fulfilment or delay due to circumstances described above, such circumstance shall result in a postponement of the time for performance and relief from any obligation to pay damages, as well as relief from any other possible remedy, for as long as the circumstance remains and hinders fulfilment of the obligation.
14.2 Each Party shall make reasonable efforts to eliminate, cure or overcome any such circumstance preventing the Party from fulfilling its obligations under the Agreement. The Parties shall bear their own costs resulting from any force majeure event.
14.3 A Party shall in case of an event of force majeure promptly give written notice to the other Party of the circumstances constituting the force majeure event and shall keep the other Party informed of the progress in resolving the force majeure event.
15. CONFIDENTIALITY
15.1 Sections 15.2–15.4 below shall only apply if the Parties have not entered into a separate non-disclosure agreement covering the Parties exchange of confidential information under the Agreement.
15.2 Each Party (the “Receiving Party”) undertakes to, during the term of the Agreement and for a period of three (3) years thereafter, not disclose Confidential Information of the other Party (the “Disclosing Party”), except for information that the Receiving Party can show (i) was publicly available upon receiving the information, or which subsequently has been made publicly available without breach against this or any other confidentiality undertaking; (ii) that the Receiving Party, after entering into the Agreement, has received from a third party without breach of any confidentiality undertaking; (iii) that the Receiving Party is required to disclose due to any order of a court, any stock exchange rules applicable or applicable law; or (iv) that such disclosure has been approved by the Disclosing Party in advance in writing.
15.3 In addition, the Receiving Party may only disclose Confidential Information of the Disclosing Party to its employees, directors and advisors, insofar such persons need to know the information for executing the Agreement. The Receiving Party shall ensure that those employees, directors and advisors are bound by not less extensive confidentiality, non-use and other obligations as set out in this Agreement. The Receiving Party shall be liable to the Disclosing Party pursuant to the provisions set out in this Agreement, for any breach by its employees, directors and advisors.
15.4 Notwithstanding the aforementioned, Pedab may provide the Producer and other entities within the Pedab group with information relating to Pedab’s sale of Deliverables to the Partner as well as other relevant information about the Partner.
16. TERM AND TERMINATION
16.1 The Agreement shall enter into force when duly signed by both Parties and shall remain in force until further notice. A Party may terminate the Agreement by providing the other Party sixty (60) days’ notice.
16.2 In the event that a Party files for bankruptcy, enters into liquidation, enters into an agreement for composition, cancel its payments or in any other manner may be regarded as insolvent, the other Party may terminate the Agreement with immediate effect.
16.3 In the event either Party materially breaches any of its duties or obligations under this Agreement, and the non-breaching Party has allowed the breaching Party a cure period (to the extent the breach is curable) of no less than thirty (30) days from written notice of the breach, during which the breaching Party has failed to cure the breach, the other Party may terminate this Agreement and/or the order(s) which the material breach refers to.
16.4 A Party’s termination of the Agreement shall, unless the Agreement is terminated due to a material breach which has not been cured in accordance with this Section 16, not affect the applicability of the terms of the Agreement for orders, purchases and/or deliveries made before the termination of the Agreement.
17. MISCELLANEOUS
17.1 In the event any provision of the Agreement is wholly or partly deemed invalid, the validity of the Agreement as a whole shall not be affected, and the remaining provisions of the Agreement shall remain valid and the part declared invalid shall, as far as legally possible, be construed in accordance with the intentions of the Parties when they entered into the Agreement.
17.2 Pedab reserves the right to, from time to time, amend these GTCs. Such amendments shall be published on www.pedab.com and notified to the Partner through the Digital Marketplace and/or by other means of communication decided at Pedab’s sole discretion, at least thirty (30) days prior to entering into force, upon which the new version shall replace the older version and shall automatically become binding for the Partner.
17.3 Pedab may, upon the Partners written consent, engage a third party in order to provide the Deliverables or parts thereof. Such consent may not be unreasonably withheld. Pedab is liable for engaged third parties to the same extent as if the task assigned to the third party would have been carried out by Pedab itself.
17.4 The Partner may not transfer any of its rights and/or obligations under this Agreement without Pedab’s prior written consent thereto. Pedab may however transfer its rights and/or obligations under the Agreement to a third party.
17.5 The Agreement sets out and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof. All arrangements, commitments and undertakings in connection with the subject matter of the Agreement (whether written or oral) made before the date of the Agreement are superseded by the Agreement.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1 This Agreement shall be governed by the substantive law of Sweden, without application of its principles on conflict of laws.
18.2 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 SCC Arbitration Institute (the “SCC”).
18.3 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 (1) or three (3) arbitrators.
18.4 The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
18.5 Each Party undertakes to ensure that all arbitral proceedings conducted in accordance with this Agreement shall be kept strictly confidential. This undertaking shall cover, inter alia, that arbitral proceedings have been initiated, all information disclosed during the course of such proceedings, as well as any decision or award made or declared by the arbitral tribunal. This Section shall not restrict or prevent disclosure by a Party of any information if and to the extent (i) the disclosure is required by law or applicable stock exchange regulations, or (ii) such disclosure has been approved by the other Party in advance in writing.