Terms and Conditions of Sale

These Terms and Conditions of Sale ("Terms") govern quotations, offers, order confirmations, sales, deliveries and related services provided by Vikronix TFC AB ("Vikronix", "we", "us", or "our").

The customer purchasing products or services from Vikronix is referred to as the "Buyer".

These Terms apply together with the applicable quotation, order confirmation, product specification, datasheet and any other written terms expressly agreed by Vikronix.

In the event of a conflict, the following order of precedence shall apply unless otherwise expressly agreed in writing:

Any purchasing terms or other conditions proposed by the Buyer shall not apply unless expressly accepted by Vikronix in writing.

Vikronix primarily provides products and services to business customers.

Where a Buyer is a consumer and mandatory consumer protection legislation applies, those mandatory rights shall prevail over any conflicting provision of these Terms.

Nothing in these Terms is intended to exclude or restrict any consumer right that cannot lawfully be excluded or restricted.

Unless expressly stated otherwise, quotations are non-binding and remain valid only for the period stated in the quotation.

An order submitted by the Buyer constitutes an offer to purchase.

A contract is formed only when Vikronix confirms the order in writing or begins performance of the order, unless otherwise required by mandatory law.

Vikronix reserves the right to reject, cancel, suspend or place an order on hold where reasonably necessary for payment verification, supply availability, technical clarification, export control, sanctions compliance, fraud prevention, credit risk or other legal or commercial risk.

Product availability, lead times and delivery dates stated before order acceptance are estimates unless expressly confirmed as binding.

Product specifications are based on the applicable datasheet, quotation or other technical documentation supplied by Vikronix or the relevant manufacturer.

Minor technical changes that do not materially affect the agreed functionality may be made where necessary due to manufacturing, component availability, technical improvement or supplier changes.

The Buyer is responsible for verifying that the selected product is suitable for its intended application, environment and system requirements.

Where a product is supplied according to Buyer-specific technical requirements, those requirements must be agreed in writing before order acceptance.

Unless expressly stated otherwise, prices are exclusive of VAT, customs duties, import or export charges and other governmental taxes or fees.

VAT shall be charged where required by applicable law.

For international transactions, the quotation or order confirmation shall state the applicable currency, shipping terms and, where relevant, Incoterms.

The Buyer is responsible for customs clearance, import duties and other destination-country charges unless otherwise agreed in writing.

Vikronix may correct obvious pricing, typographical or calculation errors before order acceptance.

For quotations involving long lead times, custom manufacturing or significant cost exposure, Vikronix may specify quotation validity, price adjustment mechanisms or other special commercial conditions.

Unless otherwise agreed in writing, invoices are payable within thirty (30) days from the invoice date.

Vikronix may require advance payment, partial payment, a deposit, credit approval or different payment terms depending on the order, customer, product or commercial risk.

If payment is overdue, Vikronix may suspend further performance or deliveries until outstanding amounts have been paid.

Late payment interest may be charged in accordance with applicable Swedish law.

The Buyer may not withhold or set off undisputed amounts against claims against Vikronix unless expressly agreed in writing or otherwise permitted by mandatory law.

Delivery dates are estimates unless a specific delivery date has been expressly confirmed as binding.

Unless otherwise stated in the applicable quotation or order confirmation, delivery shall be Ex Works (EXW) under Incoterms® 2020 from Vikronix or the designated supplier/manufacturer location.

The applicable delivery term stated in the individual quotation or order confirmation shall prevail over this default provision.

Risk of loss or damage passes to the Buyer in accordance with the applicable Incoterm.

Title to products passes to the Buyer upon full payment to the extent permitted by applicable law.

The Buyer is responsible for ensuring that the delivery address, import information and other delivery details supplied to Vikronix are accurate.

The Buyer shall inspect products within a reasonable time after delivery.

In business-to-business transactions, visible transport damage, shortages and obvious non-conformities should be notified to Vikronix in writing without undue delay and, where reasonably practicable, within fifteen (15) days after delivery.

The fifteen-day period does not limit claims concerning defects that could not reasonably have been discovered during ordinary inspection, latent defects, or rights that cannot lawfully be excluded.

The Buyer shall provide reasonable details and evidence concerning the claimed defect or non-conformity, including the relevant order number, product number, serial number where applicable, and a description of the problem.

Vikronix shall be given a reasonable opportunity to investigate, test and, where appropriate, repair or replace the affected product.

Orders may not be cancelled, changed or rescheduled without Vikronix’s prior written approval.

For standard products, cancellation fees may apply where the order has already been processed, shipped, specially sourced or otherwise committed.

For custom-designed, customer-specific, modified, configured, made-to-order or prototype products, cancellation may be refused once Vikronix or its supplier has committed materials, engineering time, manufacturing capacity or other non-recoverable costs.

Where cancellation is accepted, Vikronix may charge the Buyer for reasonable costs already incurred and other losses resulting directly from the cancellation, subject to applicable law.

Where the Buyer is a consumer and mandatory consumer protection legislation applies, the consumer shall have the statutory right of withdrawal unless a statutory exception applies.

Under the Swedish Distance Contracts Act (2005:59), the statutory withdrawal right does not apply to goods manufactured according to the consumer’s specifications or goods that have otherwise received a clear personal character, to the extent that the statutory exception applies.

For the avoidance of doubt, the fact that Vikronix begins manufacturing, sourcing or assembling a product only after receiving an order does not by itself eliminate the consumer’s statutory right of withdrawal.

Where a product qualifies for the statutory exception because it is made according to the consumer’s specifications or clearly personalised, Vikronix shall clearly indicate this before the consumer places the order.

For standard, non-personalised products, the statutory right of withdrawal remains applicable unless another legal exception applies.

Where a consumer has a statutory right of withdrawal and the contract is concluded through a website or application, Vikronix shall provide the withdrawal functionality required by applicable law.

Nothing in this section limits mandatory consumer rights.

Returns require a valid return authorisation or written instructions from Vikronix unless mandatory consumer law provides otherwise.

Returned products must be packaged appropriately to prevent damage during transportation.

Custom-made, customer-specific or clearly personalised products are non-returnable where the statutory withdrawal exception applies or where a return has otherwise been contractually excluded to the extent permitted by law.

Any statutory consumer return and refund rights remain unaffected.

Refunds, where applicable, shall be processed in accordance with mandatory law and the applicable payment method.

Prototype, sample, evaluation and pre-production products may differ from final production products and may be supplied for testing or evaluation purposes only.

Unless expressly agreed otherwise, such products are not intended for safety-critical, mission-critical, life-support, production or other high-risk applications.

The applicable quotation or technical documentation shall specify any limitations, test status or special conditions.

Nothing in this section excludes liability or rights that cannot lawfully be excluded.

Unless expressly agreed in writing, Vikronix products are not designed, certified or intended for use in life-support systems, implantable medical devices, nuclear facilities or other applications where product failure could reasonably be expected to result in death, personal injury or substantial property damage.

The Buyer is responsible for assessing and validating the suitability, redundancy, reliability and safety of products for its intended application.

If Vikronix expressly agrees in writing to supply a product for a high-risk application, the applicable quotation or agreement shall specify the relevant conditions and responsibilities.

Unless otherwise agreed, the Buyer may use purchased products for its own business purposes.

Resale, distribution, brokerage, rebranding or representation as an authorised Vikronix distributor is permitted only where expressly agreed or where the Buyer is an authorised distributor under a separate agreement with Vikronix.

The Buyer shall not remove or alter product identification, safety information, manufacturer information or applicable technical documentation.

All intellectual property rights in Vikronix documentation, drawings, software, designs, technical material, trademarks and other materials remain with Vikronix or the applicable rights holder.

The Buyer receives only the rights necessary to use the purchased products for their intended purpose.

The Buyer may use supplied datasheets and technical documentation internally for procurement, engineering, testing and product integration.

No commercial republication, modification, resale of documentation, mass copying, scraping or creation of derivative commercial materials is permitted without prior written consent, except where permitted by law.

Each party shall keep confidential non-public technical, commercial and business information received from the other party and shall use such information only for legitimate business purposes connected with the relationship between the parties.

This obligation does not apply to information that:

Where specific confidentiality requirements apply to technical drawings, specifications, source code, designs or other sensitive information, the parties may enter into a separate confidentiality or non-disclosure agreement.

The Buyer shall comply with all applicable export control, sanctions, customs and trade restrictions.

The Buyer shall not export, re-export, transfer, sell or otherwise provide products in violation of applicable laws or to prohibited end-users, destinations or applications.

Vikronix may request end-use, end-user, destination or other compliance information before accepting or completing an order.

Vikronix may suspend or cancel an order without liability where fulfilment would reasonably create a violation or material risk under applicable export-control or sanctions requirements.

To the maximum extent permitted by applicable law, Vikronix shall not be liable for indirect, incidental, special, consequential or punitive damages, including loss of profit, revenue, production, business opportunities, goodwill or anticipated savings.

To the maximum extent permitted by law, Vikronix’s total aggregate liability arising from a particular product or order shall not exceed the amount actually paid to Vikronix for the products giving rise to the claim.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

The limitations in this section apply only to the extent permitted by applicable law.

Vikronix shall not be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, fire, war, terrorism, pandemics, epidemics, governmental restrictions, strikes, labour disputes, transport disruptions, energy shortages, cyber incidents, supply-chain disruption, component shortages or failures of critical suppliers.

Vikronix shall inform the Buyer when reasonably practicable and shall take reasonable steps to mitigate the effects of such circumstances.

For online orders, the Buyer shall have a reasonable opportunity to review and correct information before submitting the order.

The website shall provide the ordering steps, applicable language options and information concerning whether the order and related contractual records are stored and how they can be accessed, to the extent required by applicable law.

An electronic acknowledgement of receipt may be sent after an order is submitted. Such acknowledgement does not itself constitute acceptance unless expressly stated.

The applicable quotation, order confirmation and these Terms form the contractual basis for the transaction.

Any amendment to an accepted order must be agreed in writing by Vikronix.

Website information may be updated from time to time. Changes to website information do not retroactively alter an already accepted order unless the parties agree otherwise in writing.

These Terms and contracts between Vikronix and business customers shall be governed by the laws of Sweden, excluding its conflict-of-law rules.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to business-to-business sales governed by these Terms, unless expressly agreed otherwise.

Any dispute shall be subject to the competent courts of Sweden, with Malmö District Court as the court of first instance where legally appropriate.

Mandatory consumer protection rules applicable to consumers remain unaffected.

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in force.

The invalid provision shall, to the extent legally permitted, be replaced or interpreted so as to achieve the closest lawful commercial purpose.

These Terms, together with the applicable quotation, order confirmation and any separately signed agreement, constitute the agreement between Vikronix and the Buyer concerning the relevant transaction.

Any amendment must be made in writing unless mandatory law provides otherwise.