General terms and conditions: Services and Sales
Page updated: 28-Mar-2019
The general terms and conditions in this doc-ument apply when Ramudden performs services on behalf of the client. This general terms and conditions document forms an integral part of the contract. To be valid, deviations from these general terms and conditions must be agreed in writing.
These terms in bold and their meanings apply in this document:
”Contract” refers to the agreement between Ramudden and the client regarding service provisions (regardless of whether the agreement is in written, oral, or other form).
”Client” refers to the party with whom Ramudden entered the contract.
”Ramudden” refers to Ramudden AB, corporate ID 556674-6730, or other company within the Ramudden Group speci-fied as a party to the contract.
”Service” refers to activities and services that Ramudden per-forms on behalf of the client pursuant to the contract, for example, transporting, hauling, rental objects assembling and installing, road traffic control (RTC) planning, control-ler/flagger and detour services, training and sizing and other advising before or in connection with renting or in other contexts.
Hänvisningar till ”Avtalet” innefattar även dessa allmänna villkor. Om Avtalet omfattar flera separata Tjänster avser hänvisningar till ”Tjänsten” varje Tjänst för sig om inget annat anges.
§4 Client commitments and responsibilities.
The client shall grant Ramudden access to the premises, information, equipment and materials that are required for the provision of the service, and the client shall implement agreed-upon measures. The client is responsible for ensuring that infor-mation that the client gives to Ramudden for execution of the service is correct, complete, and unambiguous.
§5 Service execution
Ramudden shall professionally execute the service pursuant to applicable statutes and in the manner and the schedule specified in the contract. If no schedule is specified in the contract, then the service shall be executed with reasonable urgency according to the circumstances.
When Ramudden has fulfilled all service obli-gations as per the contract, then the service is considered completed. Service completion is not conditional on ac-ceptance tests (or similar approvals) unless this was specifi-cally contracted.
§7 Time extension.
to the corresponding extension of the contracted execution time. Ramudden is also entitled to the corresponding extension if:
(a) service scope changes;
(b) extension is needed for the staff to receive leave or vaca-tion as prescribed by law or other statute; or
(c) weather or other work site conditions could adversely affect service execution quality, entail a safety risk for Ramudden staff, or that Ramudden have a reason to post-pone service execution due to other staff considerations.
If a specific schedule for the service’s execution has been contracted, and Ramudden does not execute the ser-vice as per that schedule, then the client is entitled to com-pensation of 0.5% of the reference amount for each com-menced week in which the delay occurs – but not more than 5% of the reference amount. Reference amount refers to the part of Ramudden's remuneration scheme that is associated with the delayed part of the service. If the client is entitled to maximum compensation as per the aforementioned, then the client may, via written notice to Ramudden, require that Ramudden complete the delayed part of the service within a final reasonable period that may not be shorter than one week. If Ramudden fails to complete the service by that deadline, then the client may, via written notice to Ramudden, terminate the contract regarding the remaining part of the service. Ramudden is not responsible for delay beyond what is stated in this paragraph.
§9 Delay caused by client.
If the client causes a delay, or if circumstances for which the client is responsible cause a delay, then Ramudden may, after written notice to the client, interrupt Ramudden’s work until the client removes the ob-stacles that caused the delay. The client shall compensate Ramudden for such costs and damages that affect Ramudden due to such delay.
§10 Error reporting and correction.
(a) If the service does not meet requirements stated in the contract, then errors exist. If the client wishes to claim errors in the service, then the client shall, in writing, inform Ramudden about these errors (complaint) within 14 days of the client discovering (or should have discovered) the error. Thereafter, the client loses the right to claim the error. Ramudden is not responsible for errors in the service that are reported later than three months from execution of the part of the service that the client considers to be erroneous.
(b) Following the client's complaint of error for which Ramudden is responsible, Ramudden shall, at its own discretion, either: (i) correct the error reported in the client's complaint within a reasonable time or (ii) grant the client a price reduction. In addition, Ramudden shall compensate the client for direct costs that the client incurs in connection with the error, limited to 25% of the price for the service.
(c) Ramudden is not liable for errors incurred due to (i) cir-cumstances arising after the service has been completed, e.g., the client changed or moved security devices placed by Ramudden; (ii) the client providing erroneous, ambiguous or incomplete information; (iii) client or third neglect; or (iv) other circumstances beyond Ramudden’s control.
(d) If the client claimed an error regarding the service, and it later turns out that there is no error for which Ramudden is responsible, then Ramudden is entitled to compensation for work incurred while rectifying the reported error pursuant to the same terms and conditions as for the service in general.
(e) Ramudden is not liable for errors in the service beyond what is stated in this paragraph 10.
(a) All prices, rates, fees, and other remuneration are exclusive of VAT.
§12 Invoicing and payment.
Ramudden is entitled to invoice the client every two weeks. The client must pay Ramudden's invoices no later than 30 days from the invoice date. If late payment occurs, then Ramudden is entitled to (i) interest on late payment of 10% per annum; (ii) compensation for the issued payment reminder; and (iii) a late-payment fee con-sisting of a legislated amount (currently SEK 60). Ramudden may also discontinue execution of its obligations under the contract until full payment is received.
§13 Force Majeure.
The parties are exempt from penalty for any failure or delay in execution of their obligations arising from (or caused by) unforeseen circumstances or forces be-yond their control, including extreme weather conditions: fires, droughts, flooding, extreme temperatures; civil or mili-tary disturbances: terrorism, requisition, embargo, riots; currency restrictions; scarcity of raw materials and resources; general scarcity and energy supply restrictions; strikes, work/transport stoppages; interruptions, loss, or malfunc-tions of utilities and telecommunications and IT (software and hardware) services.
If a party wishes to claim exemption, then the party shall immediately notify the other party when the force majeure commenced and when it is expected to cease. If the party fails to provide such notice, the party forfeits the right to claim the circumstance as grounds for exclusion.
Execution time for the relevant obligation shall be extended by the same number of days as the force majeure was ongo-ing. Regardless of what otherwise applies under the contract, either party may terminate the contract by submitting writ-ten notice to the other party if execution of the contract is postponed by more than 6 months due to a force majeure.
§14 Liability limitations.
(a)Ramudden is only responsible for direct damage that arises due to Ramudden's negligence. Ramudden is not re-sponsible for indirect damage such as delivery delays, down-time, outages, production loss, usage lost, data/information loss, contract loss, profit loss, or other consequential financial loss.
(b)Ramudden’s total liability under the contract shall not exceed the lower of (i) the total amount paid by the client to Ramudden during the contract at the time of the loss, and (ii) SEK 2,000,000.
(c)The client is not entitled to impose other sanctions on Ramudden's breach of contract than those expressly stated in the contract.
§15 Early cancelation.
Ramudden may cancel the contract (effective immediately) if the client:
(a) violates the contract or applicable law and does not re-solve the situation (if resolution is possible) within 10 days from Ramudden's written request for correction, or
(b) does not pay within the specified time, suspends its pay-ments, commences negotiations for settlement with its credi-tors, files bankruptcy, submits an application for corporate reconstruction or financial settlement or similar, closes its business, liquidates, or if Ramudden for other reasons d cides that there is a risk that the client will not fulfill its obligations under this contract.
§16 Intellectual property rights (IPR).
(a) IPR usage. The client understands that Ramudden may, for service execution, use products, materials, or methods asso-ciated with intellectual property rights owned by Ramudden or third parties. The contract does not imply that such intel-lectual property rights are transferred to the client or that the client otherwise acquires the right to use such intellectual property rights.
(b) Ownership of results. Ramudden hold ownership rights (including intellectual property rights) to all reports, descrip-tions, specifications, documents, illustrations, models, lists, marketing materials, and other documentation (regardless of medium) that is produced or delivered by Ramudden within the framework of the service.
(c) Client's right to use results. Subject to the client paying full payment as per the contract, Ramudden grants to the client a non-exclusive, limited license to use documents submitted by Ramudden to the client for purposes pursuant to the con-tract and applicable law. The client may not transfer, re-license, publish, or otherwise make such documents available without first obtaining Ramudden's written consent. Such consent shall not be unduly denied on the condition that the parties reach an agreement on the terms regarding the cli-ent's use of documents handed over by Ramudden.
§17 Överlevande bestämmelser.
Bestämmelser i Avtalet som till sin natur eller vad som särskilt angetts är avsedda att fortsätta att tillämpas efter Avtalets upphörande ska göra det, inklusive (men inte begränsat till) punkterna 16 och 18 i dessa allmänna villkor.
§18 Tillämplig lag och tvistlösning.
Svensk lag ska tillämpas på Avtalet. Tvist som uppstår i anledning av detta Avtal ska slutligt avgöras genom skiljedomsförfarande administrerat av Stockholms Handelskammares Skiljedomsinstitut (”SCC”). Regler för förenklat skiljeförfarande ska tillämpas om inte SCC med beaktande av målets svårighetsgrad, tvisteföremålets värde och övriga omständigheter bestämmer att Skiljedomsregler ska tillämpas. I sistnämnda fall ska SCC också bestämma om skiljenämnden ska bestå av en eller tre skiljemän. Skiljeförfarandets säte ska vara Stockholm. Språket för förfarandet ska vara svenska.
Skiljeförfarande som påkallats med hänvisning till denna skiljeklausul ska omfattas av sekretess. Sekretessen omfattar all information som framkommer under förfarandet liksom beslut eller skiljedom som meddelas i anledning därav. Information som omfattas av sekretess får inte utan den andra partens föregående skriftliga samtycke vidarebefordras till tredje man. Part ska emellertid inte vara förhindrad att vidarebefordra sådan information för att på bästa sätt tillvarata sin rätt mot den andra parten med anledning av tvisten eller om en part enligt författning, föreskrift, myndighetsbeslut, börskontrakt eller motsvarande är skyldig att lämna sådan information.