Terms & Conditions

These Terms shall apply to the (i) purchase, sale or hire, or other provision of equipment and other tangible products provided by Talurit, including without limitation, standard or customized (collectively, “Product” or “Products”) to Customer, and (ii) any software supplied by Talurit as an integrated component of a Product (“Software”). The term “Deliverable(s)” shall mean Products and Software (to the extent Software is integrated with the Product). It is the expectation of the parties that the provision of any Deliverable provided hereunder (an “Order”) shall be pursuant to a Talurit-issued quotation, formal purchase order, engagement letter and/or similar authorizing document containing the specific scope and pricing for any performance hereunder (collectively on a per order basis, the “Order Documents”). However, these terms shall apply to any Deliverable provided by Talurit for or on behalf of Customer even in the absence of any formal Order Documents and/or a reference to these Terms unless the applicability of these Terms is expressly excluded by written agreement between the parties. No Customer-provided document (including any Customer-provided Order Document) or text shall modify these Terms, nor shall any course of performance, course of dealing or usage of trade operate as a modification or waiver of these Terms or a Talurit-issued quotation, unless expressly accepted by Talurit per a signed written agreement; specifically, any terms and conditions contained in or referenced within a Customer purchase order are hereby rejected and shall have no application to any Order notwithstanding any term to the contrary contained therein. Any Order shall constitute Customer’s ratification of these Terms. Unless otherwise specified in the quotation, a Talurit-issued quotation shall expire thirty (30) days from its date and may be modified or withdrawn by Talurit before receipt of Customer’s conforming acceptance. These Terms shall also apply to any Order by an affiliate of Customer, with Customer being jointly responsible with any said ordering affiliate. The term “affiliate” as used herein means a corporation or any other entity that directly, or indirectly through one or more intermediaries, is controlled by, or is under common control with, Talurit or Customer as the case may be. As used herein, the term “control” means possession of direct or indirect power to order or cause the direction of the management and policies of a corporation or other entity whether (i) through the ownership of more than fifty percent (50%) of the voting securities of the other entity, or (ii) by contract, statute, regulation or otherwise. Any deliveries hereunder may be made by a Talurit Affiliate.

Customer is ultimately and solely responsible to assess and determine whether a Deliverable is adequate and fit for a particular purpose.

Talurit grants Customer a limited, non-exclusive personal license for use of any Software and only in connection with the associated Product. The Software license may only be transferred/assigned in connection with the transfer of the associated Product. Customer shall not extract any Software from the associated Product, nor reverse engineer any IP, nor endeavor to access, decompile or otherwise reduce or attempt to reduce Software to source code program form. Customer shall incorporate these license terms in any agreement governing the transfer of the associated Product.

Prices for Deliverables shall be as set forth in the applicable Order Document. Customer acknowledges that the pricing of the Deliverables and other terms set forth herein have been set based on an agreed allocation between the parties of the risk for any defective Deliverables. Customer further acknowledges that the pricing and terms would have been different if there had been a different allocation of the risk.

Except as otherwise expressly agreed, the prices do not include federal, state or local sales, use, goods and services, excise or other similar taxes or duties applicable to goods or services involved in a transaction. All such taxes shall be paid by Customer, unless Customer provides Talurit with evidence satisfactory to Talurit of exemption from such taxes. When Talurit is required by law or regulation to collect such taxes, Customer agrees that Talurit will add such taxes to the sale price of the Deliverables.

Unless otherwise agreed in writing, payment terms shall be those set forth in the applicable Talurit-provided quote and in all other cases payment terms shall be due in full upon signing of the issuing/confirming Order Document. All payments shall be made in the currency stated on invoice. Customer shall pay any bank fees and charges and reasonable administration costs. No discounts or setoffs shall be made by Customer against any invoices unless approved in advance by Talurit. Any invoiced amount which is not paid when due may bear interest at the rate of 1.5% per month or the highest rate then permitted by law, whichever is less, until paid in full. Talurit reserves the right to exercise any of its lawful remedies if Customer does not make payments when due. Customer shall promptly reimburse Talurit for all costs and expenses, including attorneys’ fees, incurred by Talurit in collecting sums due hereunder.

If the financial condition of Customer at any time becomes unsatisfactory to Talurit in Talurit’s sole discretion, or if Customer fails to make any payment when due, in addition to any other rights Talurit may have, Talurit may defer or decline to make any shipment or shipments hereunder or may condition any such shipment upon receipt of satisfactory security or cash payments in advance.

In the event any Deliverables are purchased hereunder per credit extended by Talurit to Customer, Customer hereby grants to Talurit a security interest and right of repossession in all Deliverables and all proceeds and products thereof until all amounts due or to become due hereunder have been paid in full. Any repossession and removal of Deliverables shall be without prejudice to any of Talurit’s other remedies at law or in equity. Customer agrees, at any time and without further consideration, to do or cause to be done, executed and delivered, all such further acts and instruments (including without limitation financing statements appropriate for filing) as Talurit may reasonably request in order to perfect Talurit’s security interest.

Delivery or shipping dates are approximate only and merely represent Talurit’s best estimate of the time required to make delivery or shipment. Deliveries may be in multiple installments. Talurit will not be liable for loss or damages due to any delay in delivery. Shipping terms shall be EXW, premises of Talurit in Gothenburg, Sweden (or the premises of the contracting Talurit Affiliate as the case may be) (INCOTERMS 2020) or via a carrier selected by Customer at its option, or otherwise by Talurit, and will be packed in Talurit’s standard commercial shipping packages. In the event Talurit assists Customer in arranging transportation and insurance, title and risk of loss or damage will pass to Customer upon Talurit’s delivery of the Deliverables to the carrier for shipment to Customer. Customer shall reimburse Talurit for any and all costs for transportation, insurance and, in respect of the period after the date Talurit is prepared to make delivery, storage incurred by Talurit. Upon request, Customer undertakes to provide Talurit with any documents required under applicable tax and other legislation, including but not limited to, CMR documents, export declarations, waybills, bill of ladings and shipping invoices.

Customer shall inspect Deliverables promptly upon receipt. Unless Customer notifies Talurit of any suspected nonconformity within five (5) business days after receipt of a Deliverable, describing the nonconformity in reasonable detail, Customer shall be deemed to have accepted the Deliverable. Acceptance as aforesaid shall constitute acknowledgment of full performance by Talurit of all its obligations hereunder. No Deliverables shall be subject to returns (other than pursuant to a valid warranty claim) except upon (a) written approval of Talurit and (b) payment of a fair and equitable restocking charge as determined by Talurit’s restocking charge policy at the time of return.

No confirmed Order shall be subject to cancellation except upon (a) written approval of Talurit, and (b) payment of equitable compensation, including profit margin, as determined by Talurit at the time of cancellation. Customer may only reschedule an order with Talurit’s written consent, which may be granted or withheld in Talurit’s sole discretion. A reschedule should not extend further than an additional thirty (30) calendar days from original ship date requested. Reschedules may be subject to a 10% fee, as determined by Talurit, based on total amount of the order or portion of the order rescheduled.

(a) Products (excluding Software). Unless otherwise agreed between Talurit and Customer in writing, Talurit warrants to Customer (the “Limited Warranty”) that the Products (excluding Software which is addressed hereafter) shall be: (i) free of liens, charges, encumbrances, legal processes and claims when shipped to Customer, (ii) free of defects in materials and workmanship for a period of twelve (12) months from the date of delivery to Customer (“Warranty Period”) and (iii) comply with any safety, health and environmental protection requirements applicable within the European Economic Area. Damage from ordinary wear and tear shall not be deemed Product defects and are not covered by the Limited Warranty. Customer shall notify Talurit in writing promptly (and in no case later than fifteen (15) calendar days after discovery) of a suspected claim under the above Limited Warranty, describing in commercially reasonable detail the symptoms associated with such suspected failure, and shall provide to Talurit the opportunity to inspect such a Product, if possible. The notice must be received by Talurit during the Warranty Period. Within a reasonable time after receipt of the allegedly defective Product and verification by Talurit that the Product fails to meet the Limited Warranty, Talurit shall correct such failure by, at Talurit’s option, either (i) modifying or repairing the Product, or (ii) replacing the Product. Such modification, repair or replacement shall be at Talurit’s expense, except for shipment of the Product to and from Customer. If Talurit is unable to modify, repair or replace a Product to conform to the Limited Warranty, then Talurit shall, at Talurit’s option, either refund to Customer or credit to Customer’s account in the event of and to the extent of an outstanding balance, the purchase price of the Product. Talurit shall have the right to perform modification and repair of a Product at the premises of Customer (or any customer of Customer as the case may be).

(b) Software. With respect to Software, Talurit grants Customer a warranty that said Software will operate in accordance with applicable Talurit specification (the “Software Warranty”). The Software Warranty shall be limited to a duration of twelve (12) months following delivery, during which warranty period, Talurit will design, code, check-out, document and promptly deliver any amendments or alterations to the Software that may be required to correct errors present at the time of its delivery and which materially affect performance in accordance with the specifications. The Software Warranty is contingent upon: (i) Customer advising Talurit in writing of such errors, (ii) the Software is being used only in conjunction with the Product specified for such Software and (iii) there having been no alterations, modifications or enhancements to the Software which were not approved in writing by Talurit. Talurit specifically excludes from any warranty, the uninterrupted or error-free use of Software. In the event Talurit is unable to remedy the defect in accordance with the Software Warranty, Talurit may, at its expense, either: (a) repair and/or replace the Software with functionally equivalent Software, or (b) remove the Software and refund the purchase price for the Software. Talurit shall have no liability in respect of third-party software.

Any of the following shall void the Limited Warranty and the Software Warranty, whichever may be applicable: (i) improper installation or testing, which includes repair work or accessing internal components of any Deliverable by any person other than a Talurit or Talurit-authorized technician, (ii) failure to provide a suitable operating environment, (iii) use of Deliverables for purposes other than that for which it was designed or intended, (iv) failure to monitor or operate Deliverables in accordance with applicable Talurit specifications, instructions and good industry practice, (v) unauthorized attachment or removal or alteration of any part of the Product, (vi) unusual mechanical, physical or electrical stress, (vii) modifications or repairs done by other than Talurit or a Talurit-authorized contractor, (viii) use of non-Talurit or Talurit-authorized spare parts, consumables, software, (ix) failure to use ferrules in accordance with Talurit’s securing instructions and/or (x) any other abuse, misuse, neglect or accident.

(c) Remedies. The remedies set forth in this Sec. 11 shall be Customer’s exclusive remedies of Customer and the exclusive liability of Talurit in the event Deliverables are nonconforming/breach of warranty. Except for the express warranties set forth above, Talurit makes no other representations, warranties or conditions, expressed and implied, statutory or otherwise, whether regarding quality, functionality or otherwise. TALURIT EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In no event shall Talurit be liable for cost of procurement/cover or installation of substitute goods or services by Customer.

Talurit retains all ownership and title to all intellectual property, including patents, copyrights, trade and services marks, trade secrets, ideas and concepts, know-how, methods, techniques, templates, and computer software and/or code (collectively, “IP”) provided or created in connection with or pursuant to any Order hereunder, notwithstanding the disclosure and/or delivery to Customer of said IP. Customer agrees that any Deliverable designed or developed on behalf of Customer or any update or enhancement thereof, whether or not requested and/or paid for by Customer, and whether or not developed in conjunction with Customer’s employees or agents, shall be the exclusive property of Talurit. Customer further agrees that updated or enhanced versions or releases of any Deliverable are not “works for hire”. Customer agrees not to modify, adapt, translate, or create derivative works from or based on Software and accompanying documentation and not to distribute copies of the Software or accompanying documentation to any third party in violation of these Terms.

Third party tangible or intangible property, including but not limited to software, may be provided/integrated with/into a Deliverable; Customer’s use of said property shall be subject to any terms and conditions applicable to said third-party property.

Customer and Talurit (“Indemnifying Party”) shall defend, indemnify and hold harmless the other and their respective owners, directors and employees from and against all claims, costs (including but not limited to reasonable attorney’s fees and associated legal costs), damage and liability arising from or relating to a third party claim for personal injury or tangible property damage arising out of the negligence or intentional misconduct of the Indemnifying Party. NOTWITHSTANDING ANY OTHER PROVISION HEREIN OR IN ANY OTHER DOCUMENT OR COMMUNICATION TO THE CONTRARY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO PRODUCT LIABILITY), WHETHER ARISING OUT OF CONTRACT, STRICT LIABILITY, TORT OR OTHERWISE, EVEN IF THE PARTY HAD BEEN ADVISED OF THE POTENTIAL HARM.

Should a Product cause any damage to persons or property (product damage) belonging to Customer or a third party, Talurit’s liability is limited to such types of damage and loss, and such amounts as are covered by Talurit’s liability insurance. Above and beyond that which may be payable as a result of this insurance, Talurit assumes no liability whatsoever for any damage or loss which occurs. To the extent Talurit assumes product liability vis-à-vis third parties, Customer is obliged to save Talurit harmless to the same extent as Talurit’s liability is limited vis-à-vis Customer in accordance with the foregoing.

Subject to the terms and limitations set forth in this Sec. 16, Talurit shall indemnify, defend and keep Customer harmless from and against any third-party claim that any Deliverable provided hereunder infringes upon said third party’s rights per intellectual laws of the European Union (“Applicable IP Law”). If any Deliverable is held to infringe any valid patent under Applicable IP Law and the use of the Deliverable is enjoined or in case it may, in the opinion of Talurit, be held to constitute such infringement, Talurit shall at its expense and in its sole discretion either: (i) procure for Customer the right to continue using the Deliverable, (ii) replace the Deliverable with a functionally equivalent non-infringing Deliverable, (iii) suitably modify the Deliverable, while maintaining its conformance to all product descriptions and specifications agreed to by the parties or (iv) remove the Deliverable and refund the purchase price and transportation costs for the Deliverable, less deduction for depreciation equal to twenty percent (20%) of the purchase price for each year of use since purchase.

Notwithstanding the above, Talurit shall not be obligated to indemnify Customer to the extent: (a) the allegedly infringing Deliverable is modified or combined with other devices not provided by Talurit, in either case, without Talurit’s written approval, (b) the alleged infringement arises out of any modification or customization of any Deliverable per the request or directions of Customer, or (c) the Deliverable is utilized in a manner or for a purpose other than its express intended purpose, and in the event of any claim under (a) through (c) is brought against Talurit, Customer shall indemnify and defend Talurit. The foregoing states the entire liability of Talurit and the exclusive remedy of Customer, with respect to any alleged intellectual property infringement in connection with a delivery hereunder.

As used herein, the term “Proprietary Information” includes any information, material or apparatus, of a confidential or proprietary nature obtained from the disclosing party and any information obtained from the disclosing party which is not readily available to the disclosing party’s competitors and which, if known by a competitor of the disclosing party, might lessen any competitive advantage of the disclosing party or give such competitor a competitive advantage. Any party hereto disclosing Proprietary Information to the other retains ownership of said disclosed Proprietary Information, whether written, oral, electronic, visual, graphic, photographic, observational or otherwise, and all documentation, which contains Proprietary Information. The receiving party shall not disclose, duplicate or reproduce any Proprietary Information, in whole or in part, nor shall the receiving party use any Proprietary Information other than in the course of performing its obligations hereunder. The receiving party shall take all reasonable steps to prevent the disclosure, duplication or reproduction of any Proprietary Information.

Without the express prior written consent of the other party except as provided otherwise below, neither party shall assign any of its rights under an Order/Order Document without the prior written consent of the other party; provided, however, that either party may assign an Order/Order Document to an affiliated party or in the event of a merger, change of control or the sale of substantially all of its assets. The subcontracting of services by Talurit shall not be deemed an assignment of an Order/Order Document and is expressly permitted hereunder but without the release of Talurit for its performance hereunder. These Terms shall be binding upon the parties, their successors and assigns, and shall inure to the benefit of the parties, their successors, and permitted assigns.

If the performance by either party should be prevented, delayed, restricted or interfered with by acts of God, acts of public enemies, strikes, riots, war, serious fire, flood, earthquake or other natural catastrophe, pandemics or epidemics (including any effect caused by COVID-19 (“COVID-19” means the outbreak of the virus known as “SARS-CoV-2” or any mutation thereof or the disease known as “coronavirus disease 2019”), or any other circumstances outside the reasonable control of the party and recognized under international commercial practice as constituting force majeure, then the party so affected shall, upon giving prompt notice of the same, be excused from such performance to the extent of such prevention, delay, restrictions or interference, provided that the party so affected shall use commercially reasonable efforts to avoid or remove such causes of nonperformance and promptly resume performance hereunder when such causes have been removed.

Customer undertakes to strictly comply with any laws and regulations, national or international, on security trade/export control applicable to it in handling the Products, and specifically undertakes not to: (a) use Products for developing, manufacturing, using or storing weapons, (b) supply Products to any person who intends to use the Products for the purposes set forth in (a) above without a prior written consent of Talurit, (c) supply Products to any person who is engaged in any illegal and/or criminal activity and, (d) export or transfer Products to countries and persons subject to embargoes/trade restrictions, persons who intends to reexport to countries and persons subject to trade restrictions. If Customer becomes aware that Products have been supplied, exported or transferred whether directly or indirectly, to any such person or country described in the foregoing, Customer agrees to immediately notify Talurit and comply with the instructions of Talurit. Any violation of these obligations shall constitute a material breach and Talurit shall be entitled to seek appropriate remedies, including, but not limited to a penalty of Euro 500.000 on each occasion provided always, however, that Talurit may claim larger damages upon proof that the actual injury corresponds to a greater amount than such agreed penalty.

(a) Waiver. The failure of either party to enforce at any time any provision of these Terms or to exercise any option which is herein provided or to require or to fail to require at any time performance by the other party of any provision hereof shall in no way affect the validity of these Terms or any part hereof or the right of such forbearing party thereafter to enforce its rights hereunder, nor shall it be taken to constitute a waiver of the default or acquiescence of any other or subsequent default or breach by the other party.

(b) Notices. Any writing or notice required or provided for herein shall be delivered in person, sent by email, certified or registered mail, or otherwise delivered to the appropriate party at such party’s official address. Notice shall be deemed given when personally delivered to an authorized representative of the receiving party, by email upon confirmation of receipt by the intended recipient, or upon delivery if sent by certified or registered mail.

(c) Publicity.  Customer hereby consents to Talurit referring to Customer as a user of its Deliverables or a customer of Talurit in sales materials (in any form and medium and any sales related situation).

(d) Governing Law and Disputes (Talurit AB). For any transaction where the contracting party is Talurit AB, this paragraph shall govern to the exclusion of paragraph (e) of this Sec. 21: These Terms, any Order and Order Document hereunder shall be governed by and construed in accordance with the laws of Sweden, without regard to principals governing conflicts of law. Any dispute, controversy or claim arising out of or in connection with these Terms, any Order and Order Document, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the SCC Arbitration Institute. The arbitral tribunal shall be composed by one (1) arbitrator and the seat of arbitration shall be Gothenburg, Sweden. The language to be used in the arbitral proceedings shall be English. Notwithstanding the foregoing, any action or proceedings by Talurit against Customer may be brought by Talurit in any court(s) or similar bodies having jurisdiction over Customer. The prevailing party in any dispute shall be entitled to an award of reasonable attorney’s fees and related costs.

(e) Governing Law and Disputes (Talurit Affiliate). For any transaction where the contracting party is a Talurit Affiliate, this paragraph shall govern to the exclusion of paragraph (d) of this Sec. 21: These Terms, any Order and Order Document hereunder shall be governed by and construed in accordance with the laws of England, without regard to principals governing conflicts of law. Any dispute, controversy or claim arising out of or in connection with these Terms, any Order and Order Document, or the breach, termination or invalidity thereof, shall be brought before the court having jurisdiction over the defending party. The prevailing party in any dispute shall be entitled to an award of reasonable attorney’s fees and related costs.

(f) Severance. If any provision of these Terms, or the application thereof to any person or circumstance should, for any reason and to any extent, be deemed invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by applicable law.

(g) No Agency or Partnership. Neither Customer nor Talurit shall be deemed a legal agent or partner of the other for any purpose whatsoever, and accordingly, neither Customer nor Talurit have the authority to assume or to incur any obligation or responsibility, express or implied, for or on behalf or in the name of the other, nor to bind the other in any other matter except as may be expressly stated in these Terms.

(h) Amendments.  These Terms may only be amended by a written instrument signed by authorized personnel of both parties.