General Terms & Conditions of Sale
Applies to all business-to-business sales where no local T&Cs or separate written contract is in place.
1. DEFINITIONS
"Company" means AB Geveko (556024-6844) (and all direct and indirect subsidiaries), registered in Malmö, Sweden.
"Customer" means any business, contractor, road marking applicator, or professional entity that places an Order with the Company.
"Products" means all road marking materials supplied by the Company, including paints, thermoplastic materials, preformed markings, and ancillary products.
"Order" means any written or electronic purchase order submitted by the Customer and accepted by the Company.
"Contract" means the agreement formed upon the Company's written acceptance of an Order, incorporating these Terms.
"Price" means the price for the Products as stated in the Company's current price list, quotation, or Order confirmation.
"SDS" means the Safety Data Sheet for each Product as required under applicable chemicals regulation.
"TDS" means the Technical Data Sheet specifying application parameters and performance characteristics for each Product.
2. BASIS OF CONTRACT
2.1 These Terms apply to all Orders placed with the Company and supersede any terms proposed by the Customer. A Contract is formed when the Company issues a written Order confirmation. The Company reserves the right to decline any Order.
2.2 No variation to these Terms is effective unless agreed in writing by an authorised representative of the Company.
2.3 By placing an Order, the Customer confirms it is acting as a business professional. These Terms are not intended to apply to consumer sales.
3. PRODUCTS, SPECIFICATIONS & COMPLIANCE
3.1 Products are sold subject to their applicable TDS and SDS, available upon request. The Company reserves the right to make minor specification changes without notice, provided such changes do not materially affect performance.
3.2 The Customer is responsible for ensuring Products are suitable for their intended application. Technical advice from the Company does not constitute a warranty of fitness for any specific purpose unless confirmed in writing.
3.3 The Customer must read and comply with the SDS and TDS for each Product prior to use. The Company does not warrant that Products will satisfy the requirements of any particular national standard unless expressly stated in the Product description.
4. ORDERING & MINIMUM ORDER QUANTITIES
4.1 Orders may be placed by email, phone, or through an authorised sales representative. The Company may apply minimum order quantities (MOQs), which will be stated on the quotation or product listing.
4.2 All Orders are subject to stock availability. In the event of shortages, the Company will notify the Customer promptly and offer a revised delivery date, a substitute product (subject to Customer approval), or cancellation with a full refund.
5. PRICING & PAYMENT
5.1 Prices
Prices are as set out in the Company's current price list, annually agreed prices, or confirmed quotation. All prices are exclusive of VAT (or equivalent local sales tax), added at the applicable rate on the invoice.
The Company reserves the right to apply a raw material or fuel surcharge if the cost of key raw materials (such as MMA, titanium dioxide, glass beads, or resins) or fuel increases by more than 5% before dispatch. Prices may otherwise change without notice, but where changed on an accepted Order, the Customer has the right to cancel.
5.2 Payment Terms
Unless otherwise agreed in writing, payment is due within 14 days of the invoice date ("Due Date"). For new customers or first orders, payment in advance or by credit card may be required. The Company may offer credit account facilities subject to satisfactory credit checks.
5.3 Late Payment
If payment is not received by the Due Date:
- Interest will accrue at 9% per annum, calculated daily from the Due Date;
- A flat-rate recovery administration fee of €40 (or local currency equivalent) is automatically due upon any late payment, without prior notice, in accordance with applicable law;
- Reasonable debt recovery costs (including legal and collection fees) are recoverable from the Customer;
- The Company may suspend further deliveries on 5 business days' written notice until all overdue amounts are paid.
5.4 Disputed Invoices
The Customer must notify the Company in writing within 10 business days of the invoice date if it disputes any invoice, specifying the grounds for dispute. Failure to notify within this period is deemed acceptance.
5.5 Set-Off
The Customer may not withhold payment or exercise any right of set-off or counterclaim against sums due, except where required by applicable law.
6. DELIVERY & RISK
6.1 Delivery dates are estimates only unless a fixed date is expressly confirmed in writing. Time of delivery is not of the essence unless agreed otherwise.
6.2 Risk passes to the Customer upon collection from the Company's dispatch point (EXW — Ex Works, Incoterms 2020). All transport, insurance, and handling costs from that point are for the Customer's account, unless otherwise agreed in writing on the Order confirmation.
6.3 The Customer shall inspect all deliveries promptly on arrival. Any claim for short delivery, damage, or discrepancy must be notified in writing within 5 business days of delivery, failing which the delivery shall be deemed accepted.
6.4 The Company is not liable for delivery delays caused by circumstances beyond its reasonable control (see §10), the Customer's failure to provide adequate delivery instructions, or carrier and customs delays.
6.5 Where delivery involves hazardous goods, the Customer must ensure the receiving site complies with applicable storage and handling requirements and that appropriately trained personnel are present.
6.6 The Company reserves the right to cancel an Order prior to dispatch where it is unable to fulfil the Order for reasons beyond its control, with a full refund to the Customer. Delivery charges, if applicable, will be stated on the Order confirmation.
7. RETENTION OF TITLE
7.1 All Products remain the property of the Company until the Customer has paid in full all sums due under the Contract and any other outstanding invoices.
7.2 The Company may, at any time before title passes, require the Customer to return the Products and, if the Customer fails to do so, enter any Customer premises to recover them.
7.3 Until title passes, the Customer shall: hold the Products on a fiduciary basis; store them separately and clearly identified as the Company's property; not dispose of or grant any security interest over them; and maintain them in satisfactory condition and keep them insured. The Customer's right to use the Products terminates immediately on any insolvency event.
8. WARRANTIES & DEFECTS
8.1 Product Warranty
The Company warrants that Products will, at the time of dispatch, conform to their TDS specification, be free from manufacturing defects, and meet their stated shelf life if stored as directed. The warranty period is 12 months from dispatch, or the product shelf life stated on the label or TDS, whichever is shorter.
8.2 Exclusions
The warranty does not cover defects arising from: failure to follow TDS/SDS instructions; application by untrained personnel; incorrect storage; mixing with non-approved materials; abnormal wear from traffic; pre-existing substrate conditions; or modification or repackaging by the Customer.
8.3 Making a Warranty Claim
To make a warranty claim, the Customer must:
- Notify the Company within 21 days of discovering the defect, and within the warranty period;
- Provide batch number, purchase reference, application logbook, and a description of the defect;
- Retain a sealed sample from the same batch for inspection;
- Allow the Company reasonable opportunity to inspect the Products or application site.
Upon confirmation of a valid claim, the Company will, at its election, replace the Products, issue a credit note, or refund the Price. These are the Customer's sole remedies, subject to §9.3.
8.4 Returns
No Products may be returned without the Company's prior written agreement. Unauthorised returns will not be accepted and remain at the Customer's risk and cost. Where a return is agreed, the Customer shall bear all transport costs unless the return arises from a confirmed warranty claim.
9. LIMITATION OF LIABILITY & CUSTOMER INDEMNITY
9.1 Cap. The Company's total liability under any Contract shall not exceed the Price paid for the Products giving rise to the claim.
9.2 Excluded losses. The Company is not liable for loss of profit, revenue, business, or goodwill; business interruption; reapplication or road closure costs; or any indirect or consequential loss, even if foreseeable.
9.3 Customer indemnity. The Customer shall indemnify the Company against all claims, losses, and costs arising from: breach of these Terms; storage, handling, or application of Products by the Customer or its subcontractors; representations about Products that exceed the TDS; failure to pass on SDS or safety warnings; or unauthorised modification or repackaging — except where directly and solely caused by the Company's own negligence.
9.4 Resellers. The Customer shall not make warranties beyond the TDS, must pass on all SDS and safety documents, and shall not modify or repackage Products without the Company's written consent.
10. FORCE MAJEURE
10.1 Neither party shall be liable for delay or failure to perform obligations under a Contract to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemic, government action, labour disputes, or supply chain disruptions.
10.2 The affected party must notify the other in writing within 5 business days, describing the event and its anticipated duration.
10.3 If a force majeure event persists for more than 10 consecutive days, either party may terminate the affected Contract on 14 days' written notice, with no further liability save for payment for Products already delivered.
11. DATA PROTECTION
11.1 Both parties shall comply with applicable data protection laws, including the EU GDPR (Regulation 2016/679) and applicable national implementing legislation.
11.2 The Company's Privacy Policy (available on its website) governs how personal data collected in connection with Orders is handled. The Company will not sell or transfer personal data to third parties except where necessary to fulfil the Contract or as required by law.
12. HAZARDOUS MATERIALS & REGULATORY COMPLIANCE
12.1 Certain Products contain hazardous substances. The Customer must:
- Obtain and read the SDS for each Product prior to ordering, handling, or use;
- Ensure compliance with all health, safety, and environmental regulations in the country of use;
- Store and handle Products in accordance with SDS requirements;
- Ensure personnel have received appropriate chemical hazard and safety training;
- Dispose of waste and empty containers in accordance with local waste regulations.
12.2 Products are manufactured for professional use only. The Customer shall not resell Products to consumers unless expressly authorised in writing by the Company.
12.3 The Customer is responsible for obtaining any import permits, customs clearances, or in-country registrations required. Products placed on the EU market comply with REACH (EC) No 1907/2006 and CLP (EC) No 1272/2008; customers outside the EU are responsible for compliance with equivalent local legislation.
13. INTELLECTUAL PROPERTY
13.1 All intellectual property rights in the Products (including formulations, compositions, and manufacturing processes) remain vested in the Company. The Customer shall not reverse-engineer, analyse, or copy the composition of any Product.
13.2 The Company's trademarks, trade names, and logos may not be used without prior written consent, except to identify the Products in the Customer's marketing materials in a factual and non-misleading manner.
14. COMPLIANCE, EXPORT CONTROLS & ANTI-BRIBERY
14.1 Anti-bribery. The Customer shall not offer, give, or accept any improper advantage in connection with the purchase or onward sale of Products, or in dealings with any public or highway authority. The Customer shall maintain adequate anti-bribery procedures and provide evidence on request.
14.2 Export controls & sanctions. The Customer warrants it is not subject to EU, UN, or other applicable national sanctions, does not appear on any restricted-party list, and will not resell or transfer Products to sanctioned countries, entities, or individuals. Products must not be used in connection with CBRN weapons or any prohibited application. The Customer is solely responsible for all required export or import licences.
14.3 Supply chain. Where the Customer supplies Products to third parties, it shall ensure equivalent compliance obligations apply throughout the supply chain to the end user.
14.4 Breach. Breach of this clause entitles the Company to immediately terminate any Contract, suspend pending orders, and recover any resulting fines, penalties, or costs from the Customer.
15. GENERAL PROVISIONS
15.1 Entire Agreement. These Terms, together with the Order confirmation and any written quotation, constitute the entire agreement between the parties with respect to the supply of Products.
15.2 Severability. If any provision is found invalid or unenforceable, the remaining provisions continue in full force.
15.3 Waiver. No failure or delay by the Company in exercising any right shall constitute a waiver of that right.
15.4 Notices. Notices must be in writing and may be delivered by email (with delivery confirmation) or recorded post to the addresses specified in the Order.
15.5 Assignment. The Customer may not assign or transfer any rights or obligations without the Company's prior written consent. The Company may assign to any group company or successor entity.
15.6 Language. In the event of inconsistency between a translated version of these Terms and the English version, the English version shall prevail.
15.7 Updates. The Company may update these Terms from time to time. Updated Terms apply to Orders placed after the date of notification.
16. GOVERNING LAW & JURISDICTION
16.1 These Terms and any dispute or claim arising from or in connection with them shall be governed by and construed in accordance with the laws of Sweden.
16.2 Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration under the SCC Arbitration Rules, with Stockholm as the seat, English as the language, and one arbitrator unless either party requests three within 10 days of the notice of arbitration. The award shall be final and binding.
16.3 Where mandatory provisions of local law in the country of delivery or use provide greater rights to the Customer, such provisions shall not be excluded by this clause.
16.4 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.