Вы находитесь на странице: 1из 6



DATE: 2015-05-27

Contract No: 2015:12

Supplier: ABC Advanced Development plc

Supplier's address: Newcastle

Customer: Blyliden Mining and Construction AB

Customer's address: Sundsvall

Commencement Date: The date when both parties have signed the Contract.

Delivery Location: FCA Suppliers place of business

Goods: Electric Hybrid Drive Systems for heavy machinery

Quantity: 0-45 units

Price: The price for Goods set out in Annex 1.

Specification: The Technical Specification set out in Annex 2.

Annexes Annex 1: Price of the Goods.

Annex 2: Technical Specification

This Contract is made up of the following:

(a) The Contract Details.

(b) The Conditions.

(c) The Annexes.

(d) The Orders.

If there is any conflict or ambiguity between the terms of the documents listed above, a term
contained in a document higher in the list shall have priority over one contained in a document
lower in the list.

This Contract has been entered into on the date stated at the beginning of it.

1 Copyright © Robert Persson (2015)



1.1 Definitions:
Background Information: all technical know-how, data, designs, drawings,
inventions, photographs, maps, models, programs, reports, specifications or other
materials, works or information in existence prior to the Commencement Date.
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in
Sundsvall are open for business.
Commencement Date: the date the Contract commences, as set out in the Contract
Delivery Date: the date specified for delivery in accordance with clause 3.
Delivery Location: the address for delivery of the Goods, as set out in the Contract
Force Majeure Event: events, circumstances or causes beyond a party's reasonable
Foreground Information: all information, know-how, results, data, designs,
drawings, inventions, photographs, maps, models, programs, reports, specifications
and other materials or works of whatever nature conceived, developed, made or
otherwise produced in the course of, or otherwise arising from the performance of the
Goods: the goods (or any part of them), as set out in the Contract Details.
Interface Specifications: Technical descriptions on the Customer’s mining vehicles
which will enable the Goods to function in the mining vehicles as an integrated system.
Order: an order for the Goods submitted by the Customer in accordance with clause
Price: the price for the Goods, as set out in the Contract Details.
Specification: the specification for the Goods

(a) any phrase introduced by the terms including, include, in particular or any
similar expression shall be construed as illustrative and shall not limit the
sense of the words preceding those terms; and
(b) a reference to writing or written includes emails.


This Contract shall commence on the Commencement Date and shall continue, unless
terminated earlier in accordance with its terms, until 31 December 2016.

2 Copyright © Robert Persson (2015)


3.1 The Customer may submit Orders for Goods at any time.

3.2 The Supplier shall use its best endeavours to supply Goods in accordance with the
Customer's Orders, by the delivery date specified in the Order, or, if none is specified,
within 10 Business Days of submitting the Order.

3.3 The Customer may amend or cancel an Order in whole or in part at any time before
delivery by giving the Supplier written notice.


4.1 Any samples, drawings, descriptive matter, or advertising produced by the Supplier
and any descriptions or illustrations contained in the Supplier's catalogues or brochures
are produced for the sole purpose of giving an approximate idea of the Goods described
in them. They shall not form part of the Contract or have any contractual force.


5.1 The Customer shall provide the Supplier with Interface Specifications no later than 2
weeks from the Commencement Date.

5.2 The Supplier shall have Goods ready for collection at the Delivery Location on the
relevant Delivery Date.

5.3 Time is of the essence. Should the Supplier discover that Delivery Dates cannot be met
the Supplier shall immediately notify the Customer in writing stating the cause for the
delay and present a revised schedule for the deliveries. The Supplier shall use its best
efforts to reduce the delay.

5.4 Should the delay be caused by Force Majeure the delivery time shall be extended by a
period, which is reasonable taking due regard to the circumstances.

5.5 Delays except for delays caused by Force Majeure shall entitle the Customer to a
penalty/liquidated damages, as follows. For each week of delay or part of week delay
2% of the price of the delayed part or service as the case may be, however not exceeding
25% of the total contract amount.

5.6 Claims by the Buyer for liquidated damages shall not constitute a waiver of any right
to cancel an outstanding Order or any other right under this Contract or law.


6.1 The Supplier warrants that, for a period of 12 months from the date of delivery
(warranty period), the Goods shall conform in all material respects with the
Specification and be free from material defects in design, material and workmanship.

3 Copyright © Robert Persson (2015)

6.2 Subject to clause 6.2, if:
(a) the Customer gives notice in writing to the Supplier during the warranty
period, within 5 Business Days of discovery that some or all of the Goods do
not comply with the warranties set out in clause 6.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the
Supplier's place of business at the Customer's cost.

the Supplier shall, at its option, repair or replace any Goods that are found to be
defective, or refund the price of such defective Goods in full.

6.3 The Supplier shall not be liable for Goods' failure to comply with the warranties set out
in clause 6.1 if:
(a) the Customer makes any further use of such Goods after giving notice of
defects in accordance with clause 6.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or
written instructions as to the storage, commissioning, installation, use and
maintenance of the Goods or (if there are none) good trade practice regarding
the same;
(c) the defect arises as a result of the Supplier following any drawing, design or
Interface Specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the written consent of the
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence,
or abnormal storage or working conditions; or

6.4 The Supplier's only liability to the Customer if the Goods fail to comply with the
warranties set out in clause 6.1 is as set out in this clause 6.


7.1 Risk in Goods shall pass to the Customer on completion of unloading the Goods at the
Delivery Location.

7.2 Title to Goods shall only pass to the Customer once the Supplier receives payment in
full (in cash or cleared funds) for them.


8.1 The Customer shall, for provided Products pay within the later of the following dates:
(a) 45 days after the Goods have been delivered or the services have been

4 Copyright © Robert Persson (2015)

(b) 45 days after the Customer’s receipt of the invoice.

8.2 The Customer shall be entitled to withhold or deduct from any payment which is due
to the Supplier any moneys which are due under this Contract by reason of any default
or breach of the Contract.

8.3 If the Customer fails to pay by the due date, the Supplier shall be entitled to interest
from the due date at the rate per annum of five (5) per cent


9.1 Any and all intellectual property rights in the Goods as well as in any work carried out
by the Supplier in order to adapt the Goods to the Customer’s requirements shall vest
exclusively in the Supplier. The Supplier undertakes that it will grant a non-exclusive
license of such intellectual property rights to the Customer for the purpose of the


10.1 In any event and notwithstanding anything contained in this Contract, in no

circumstances shall any Party be liable, in contact or otherwise and whatever the cause
thereof, for any indirect or inconsequential damage of any nature whatsoever.


11.1 If the Supplier fails to observe or perform any of the conditions on its part to be
observed and performed and fails to remedy any such breach within 30 Days of notice
thereof from the Customer then the Customer may serve a written notice to the Supplier
declaring that this Contract is terminated with immediate effect.


12.1 Force majeure. Neither party shall be in breach of this Contract nor liable for delay in
performing, or failure to perform, any of its obligations under this Contract if such
delay or failure result from a Force Majeure event.

12.2 Assignment and other dealings.

(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust
over or deal in any other manner with any or all of its rights or obligations
under the Contract without the prior written consent of the Supplier.
(b) The Supplier may at any time assign, transfer, charge, subcontract, declare a
trust over or deal in any other manner with any or all of its rights under this

12.3 Confidentiality.

5 Copyright © Robert Persson (2015)

(a) The Parties shall keep strictly confidential and not without the other party's
prior consent in writing disclose to any third party any document or
information marked as confidential, whether of commercial or technical
nature, furnished by the other Party pursuant to this Contract.

12.4 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.
(b) Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this agreement. Each party agrees that it shall
have no claim for innocent or negligent misrepresentation or negligent
misstatement based on any statement in this agreement.

12.5 Variation. No variation of this Contract shall be effective unless it is in writing and
signed by the parties (or their authorised representatives).

12.6 Governing law and Jurisdiction. This Contract, and any dispute or claim arising out
of or in connection with it shall be governed by, and construed in accordance with the
law of Sweden. Each party irrevocably agrees that the courts of England and Whales
shall have exclusive jurisdiction to settle any dispute or claim arising out of or in
connection with this Contract.

6 Copyright © Robert Persson (2015)