General Sales and Delivery Terms

  1. Scope


    1. These general sales and delivery terms (“Terms”) apply to all deliveries of products (“Products”) and services (”Services”) from Grönska EarthTech AB, org. no. 559487-2490, or its affiliated companies (“Grönska”) to all customers (“Customer”), unless otherwise agreed in writing.

    2. Any changes or deviations from these Terms that may be indicated in the Customer's order or similar must be written and approved by Grönska.

    3. These Terms, together with the Customer's order and Grönska's confirmation thereof, constitute an agreement (”Agreement”).

  2. Product information


    1. All product information that appears in the catalog, description, brochure, advertisement, etc., and regardless of whether the information is provided in writing, orally, electronically, online, or by downloading, should only be considered as informative and should only be binding to the extent that Grönska specifically refers to it in an offer or in an order confirmation. Specific requirements from the Customer are only binding if Grönska confirms such requirements in writing.

    2. Grönska reserves the right to make changes to the specification of the Product without prior notice if this can be done without significant disadvantage to the Customer.

  3. Prices and orders


    1. Prices for Products are stated excluding value-added tax and other taxes or charges. Grönska reserves the right to adjust agreed prices for not yet delivered products in the event of currency exchange rate changes, increases in materials, increased supplier prices, changes in customs duties, salary changes, government intervention, or similar situations where Grönska has limited or no control.

  4. Retention of title

    1. In the case of purchase or hire purchase, the Product remains the property of Grönska until Grönska has received full payment. The Customer does not have the right to sell the products further or otherwise legally dispose of them until the Products have been fully paid. Grönska has the right to retake the Products if the Customer is in default of payment.

  5. Delivery

    1. Delivery shall be made CPT (Incoterms 2020) to the destination specified in the Agreement.

    2. A delivery delay of five working days due to circumstances on the part of Grönska shall under all circumstances be considered to be delivered within the prescribed time.

    3. If Grönska does not deliver the Products within the time frame specified in clause 5.2, the parties shall cooperate to reach a solution satisfactory to both parties in order to ensure delivery without further delay.

    4. If the delivery delay exceeds thirty days, the Customer has the right to terminate the Agreement.

    5. Grönska shall notify the Customer of any changes in the delivery time. Such notice shall be given without undue delay after Grönska becomes aware of such delay.

  6. Inspection Requirements and Claims

    1. Upon receipt, the Customer shall immediately carry out such inspection of the Products as good business practice requires. If the delivery is insufficient or defective, the Customer shall immediately thereafter notify Grönska.

    2. In the case of transport damages or other visible damages, the damages in question must be documented by a notation on the shipping bill upon receipt of the Products.

    3. If the Customer later becomes aware of faults that, despite careful investigation, could not be detected upon delivery, the Customer shall immediately after discovering such faults notify Grönska thereof.

  7. Warranty

    1. Grönska provides a twelve-month warranty for factory defects. The validity of the warranty requires that the Customer has a valid agreement with Grönska both when the warranty case arises and when the warranty is invoked. The warranty means that Grönska will repair or replace the defective or non-functioning Product at no cost to the Customer. The warranty applies from the date of delivery.

    2. Grönska provides no warranties regarding production volumes for the Products.

  8. Installation, etc.

    1. The Customer is responsible for ensuring that installation and use of the Product is in accordance with the applicable instructions (e.g. terms of use, product specifications, or user manual).

    2. Installation of the Products requires access to electrical connections and water supply, as well as compliance with the requirements specified in the product specifications. The Customer is responsible for ensuring that the conditions in the Customer's environment are such that the Products can be installed in the intended location in accordance with the product specifications.

    3. The Customer is responsible for insuring the Products.

  9. Claims

    1. The Customer shall claim defects no later than two weeks after the Customer received or should have received knowledge of the defect, and in all circumstances no later than the later of (i) two months after delivery and (ii) the end of the warranty period (assuming the claimed defect is covered by Grönska's warranty).

    2. If the Customer does not notify Grönska as set forth in this section 9, the Customer shall be prevented from making any claims regarding such defects.

    3. In the event of a complaint being made within the right time frame in accordance with these Terms, Grönska shall, at its own discretion, rectify the defect either through replacement or repair. Such rectification shall be agreed upon without undue delay and shall be completed within a reasonable period of time. Rectification is generally carried out at the location where the defective product is located. The customer shall bear the additional costs relating to the repair of defects caused by Grönska due to the defective products being located at a location other than the delivery location.

    4. In the event that the customer's complaint is unfounded, any work or deliveries performed by Grönska and any other expenses incurred by Grönska for rectification measures shall be compensated by the customer.

  10. Support

    1. The supplier undertakes to provide manuals for technical and operational support.

  11. Limitation of Liability

    1. Grönska shall only be held responsible for documented direct damage. As a result, Grönska shall not be liable for any of the following types of losses or damages that may arise as a result of or in relation to an agreement covered by these Terms: 1) any damage resulting from production loss, missed profit, loss of revenue, loss of goodwill or expected savings, or 2) any loss or destruction of data; or 3) any other indirect damage or indirect damage due to delays or defects in the products sold.

    2. Grönska's liability for damages arising from or in connection with an Agreement shall be limited to an amount equal to what the customer has paid Grönska for the product.

    3. Grönska is not responsible for production capacity or actual production.

    4. Grönska is not responsible for any damage caused by pests to the crops or for any consequences of pest damage to the crops affecting other property belonging to the customer or others.

  12. Force majeure

    1. The following circumstances shall constitute grounds for relief if they prevent Grönska from fulfilling the agreement or make the performance unreasonably burdensome for Grönska: labor disputes and any other circumstances that Grönska reasonably cannot control, such as fire, war, terrorism, mobilization or unforeseeable military conscriptions of comparable magnitude, requisition, seizure, currency restrictions, riots and disturbances, international blockades, shortage of transportation alternatives, general shortage of goods, power limitations, extraordinary interventions from EU authorities or other authorities, public regulation and missing or delayed deliveries from subcontractors.

  13. Product liability

    1. Grönska shall not be responsible for any property damage caused by the Product after delivery and while it is in the Customer's possession. Grönska shall only be responsible for the Products to the extent such liability arises from applicable mandatory product liability provisions.

    2. Grönska's liability is limited as stated in section 11 "Limitation of Liability".

    3. Grönska is only responsible to the damaged party. Accordingly, the Customer may not assert any claims against Grönska for loss arising in connection with product liability claims asserted against the Customer.

    4. If the damaged party asserts a product liability claim against Grönska, Grönska reserves the right to be indemnified by the Customer to the extent the claim was not caused by faults in the Products or Grönska's negligence.

    5. If a third party asserts a product liability claim against either party (Customer or Grönska), the party shall immediately notify the other party thereof

  14. Intellectual Property Rights

    1. The copyright and all other intellectual property rights in the Products (including but not limited to the design, software and updates and improvements thereto, as well as accompanying manuals and other related documents) belong to Grönska. The Customer confirms that the Customer is only entitled to use the Products for the purposes for which they are intended. The Customer may not copy, reconstruct, modify, decompile, or disassemble the Products without Grönska's written consent.

  15. Term of Agreement

    1. The agreement with Grönska is ongoing, unless otherwise agreed. Termination of the agreement with Grönska must be in writing and with a notice period of six (6) months, unless otherwise stated. In addition to what is stated in these terms and conditions, the agreement with Grönska may not be terminated by the Customer before the agreement period stated in the agreement has expired.

    2. Either party may terminate the agreement immediately upon the other party's material breach of its obligations under the agreement and, if correction is possible, if correction is not taken within ten (10) working days after such party has been notified by the non-breaching party of the breach. A notice of immediate termination shall be given without undue delay after the circumstance giving rise to such notice has become known to the terminating party.

    3. Upon termination of the agreement with Grönska, the Customer (unless ownership has passed to the Customer) shall, at its own expense, dismantle and uninstall the Products. The Customer shall follow Grönska's instructions in connection with such work. Grönska shall arrange for the pickup of the Products on the agreed date.

    4. The termination of the agreement shall not affect the rights and obligations of the parties accrued before the date of termination of the agreement.

    5. The provisions on applicable law and disputes shall continue to apply after the termination of the agreement.

  16. Data protection

    1. The Customer shall ensure that Grönska, Grönska's affiliated companies and Grönska's sub-suppliers are authorized to process and store personal data regarding the Customer's contact persons, including names and contact information. Grönska's purpose in processing such information is to fulfill its obligations to the Customer, e.g. with respect to the handling of customer relations and payment transactions.

  17. Changes to the Terms and Conditions

    1. Grönska reserves the right to unilaterally change these terms and conditions. Notification of such change must be sent to the Customer 30 days prior to the change taking effect, in order for it to be valid. The Customer has the right to terminate the agreement with Grönska if the change has a significant negative impact on the Customer and the Customer does not accept the change. The Customer's notice of termination must be received by Grönska before the change takes effect.

  18. Partial Invalidity

    1. In the event that any provision(s) in these Terms become invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired.

  19. Disputes

    1. The Customer and Grönska shall seek to resolve any disputes and differences of opinion amicably.

    2. Disputes arising from these Terms shall finally be settled by arbitration according to the Rules for Simplified Arbitration Procedure of the Stockholm Chamber of Commerce Arbitration Institute. The seat of arbitration shall be Stockholm. Swedish law shall be applied in the dispute.