Terms

The supplier HELUKABEL applies the General Conditions NL 09 for deliveries within Sweden, Norway, Finland and Denmark, with the following amendments and additions:

Scope

The Supplier undertakes to deliver products to the Customer in accordance with the terms and conditions of this agreement.

Products are transferred to the Customer according to the purchase order and order confirmation.

If the Customer is unable to receive products in accordance with the agreed quantity and delivery date, the Supplier reserves the right to charge a storage fee corresponding to 10%.

Helukabel packages and labels goods in accordance with Helukabel AB’s routines and processes. Delivery time follows the Supplier’s written order confirmation at the time of order.

Prices

The Customer receives an appendix with net prices from the Supplier.

Prices may be updated at year-end, changes to the Supplier’s purchase prices, and in the event of changes in metal prices and/or exchange rates by +/- 5%.

In the event of currency fluctuations or other changes beyond the Supplier’s control, the Supplier also reserves the right to adjust prices accordingly.

Current metal prices can be found at:

www.helukabel.se

Current exchange rates can be found at:

www.riksbanken.se

Additions and Ordering Conditions

Additions of products to the price appendix are made at the Customer’s request.

Non-stock items requested by the Customer are sold only in full packages and lengths.

A small-order surcharge of SEK 500 net applies to single orders below SEK 3,000. The order value is the Customer’s quoted price excluding VAT and freight.

Rewinding and Cutting Fees

Rewinding/cutting fees are charged according to the current price list.

Cable drums are charged in addition to rewinding/cutting fees and according to the price list.

Packaging materials are charged as agreed.

Delivery

Delivery is made from the Supplier’s warehouse unless otherwise agreed (according to INCOTERMS 2020).

The Supplier reserves the right to deliver the ordered quantity of cable +/- 5% for stocked items and +/- 10% for non-stock items.

Payment

Unless otherwise agreed, payment shall be received by the Supplier no later than thirty (30) days from the invoice date.

Interest on overdue payments is charged according to the Swedish Interest Act (1975:635).

In the event of non-payment, the Supplier is entitled to stop subsequent orders.

The product remains the property of the Supplier until full payment has been made.

Product Changes

Applicable product specifications are found in catalogs, data sheets, and on the Supplier’s website.

If significant product changes occur without a change of article number, the Supplier is obligated to inform the Customer.

If the Supplier realized or should have realized that the change could cause significant inconvenience to the Customer, the Customer has the right to cancel the purchase.

Cancellation and Return Conditions

In the event of cancellation of undelivered goods, the Customer must compensate the Supplier for costs arising as a consequence.

The following conditions apply for the Supplier to process returned goods:

• Returns may only take place after agreement with Helukabel AB and after a return number has been issued by a Helukabel AB representative.

• Returned products must be unused and in undamaged original packaging.

• Advance notice of return must be given by phone or email with the order or invoice number provided. A return number will then be issued and must be marked on the goods and delivery documents.

• Returns not concerning incorrect delivery are subject to a return deduction of 30%.

• Returns must be made carriage paid by the Customer. This does not apply if the return is caused by Helukabel AB, for example in the case of incorrect delivery.

• Returns due to product defects are processed only after Helukabel AB has received and inspected the defective product.

• No returns are accepted for customer-ordered special products and/or non-stock items. Returns are not accepted for preassembled items, customer-specific cable lengths, or other customer-specific products.

• Returns of goods with a product value below SEK 1,000 net are not accepted.

Liability for Defects

The Supplier is liable for defects in the product resulting from faults in design, material, or manufacturing.

At the Customer’s request, defective components shall be sent to the Supplier for repair or replacement. The Supplier is responsible for installation of repaired or replaced parts provided this can be done without external assistance.

If the Supplier does not remedy the defect within a reasonable time, the Customer may cancel the purchase provided that:

• the defect is of material significance to the Customer,

• the Supplier realized or should have realized this, or

• the defect causes the purpose of the purchase to be substantially lost.

Compensation for indirect loss—such as production downtime, loss of profit, or rental costs—is only payable if the Supplier has acted with gross negligence.

The Supplier is not liable for defects arising after the risk for the product has passed to the Customer, such as defects caused by:

• insufficient maintenance,

• incorrect installation performed by the Customer,

• incorrect repair performed by the Customer,

• changes without the Supplier’s written approval, or

• normal wear and aging.

The above conditions, together with the provision on force majeure, exhaustively regulate the Supplier’s liability for defects in the product.

Claims and Limitation Period

Claims regarding defects must be made in writing without undue delay after the defect is discovered. For visible defects, claims must be made within two (2) days after delivery.

The claim must contain a clear description of how the defect manifests.

If the Customer does not claim in accordance with these terms and within the prescribed time, the Customer forfeits the right to invoke the defect.

The Supplier’s liability for defects ceases 12 months after the delivery date.

In the event of an approved claim, the Supplier will cover the return cost.

Infringement of Third-Party Rights

It is the Customer’s responsibility to ensure that the product—or parts thereof—does not infringe on any third party’s intellectual property rights (such as patents, design protection, or trademarks).

The Supplier has not conducted any specific investigation in this regard and therefore assumes no liability for such potential infringements.

Product Liability

The Supplier is liable for personal injury or property damage caused by the product only if the Supplier has acted with gross negligence.

The Customer shall indemnify the Supplier if the Customer is held liable towards a third party for damage or loss for which the Supplier is not liable.

The Customer must immediately notify the Supplier of any damage caused by the product.

Breach of Contract

The Supplier is entitled to terminate the contract if the Customer commits a material breach of contract or if there is reasonable cause to believe that the Customer is insolvent.

The Supplier has informed the Customer of the importance of timely payment.

A payment delay exceeding three weeks shall be regarded as a material breach of contract. In such cases, interest is charged under the Swedish Interest Act (1975:635).

Whether or not the contract is terminated, the Customer is strictly liable for damages caused to the Supplier as a result of the Customer’s breach of contract.

Strict liability also applies if the contract is terminated due to the Customer’s suspected insolvency.

Force Majeure

A party is exempt from liability for failure to perform obligations under this agreement if the failure is due to circumstances listed below (“force majeure event”) and such circumstances prevent, hinder or delay performance.

Force majeure events include, for example:

government measures or omissions, new or amended legislation, labor disputes, blockades, fire, flooding, shortage of transport, goods or energy, major accidents, and defects or delays from suppliers caused by any of the above circumstances.

A party invoking force majeure shall notify the other party in writing without undue delay. If such notice is delayed, the other party is entitled to compensation for damage that could have been avoided.

Either party may terminate the agreement, in whole or in part, if the performance of a material obligation is delayed by more than three months due to a force majeure event.

Limitation of Liability

Neither party is liable for indirect loss suffered by the other party. Indirect loss includes, but is not limited to, production loss, rental costs, loss of profit, and capital loss.

This limitation does not apply if a party has acted with gross negligence.

Change of Address

Changes of address must be communicated to the Supplier in writing without delay.

Amendments

Amendments and additions to this agreement must be in writing and signed by both parties to be valid and binding.

Entire Agreement

All written or oral commitments made prior to this agreement are replaced by the contents of this agreement and its appendices.

Applicable Law

This agreement shall be governed by Swedish law.

Arbitration

Any dispute arising out of this agreement shall be finally settled by arbitration in Stockholm in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.