Our terms and conditions


1. General



When SESAM Container AB (“SESAM Container”) has referred to Orgalime S 2012 in a quotation or other type of offer or in an order confirmation, Orgalime S 2012 and this addendum shall apply to the resulting agreement between SESAM Container and the Buyer. If Buyer refers to other terms in Buyer’s prior or subsequent communications with SESAM Container, such other terms shall apply only to the extent that SESAM Container expressly agrees to such terms in writing.


The buyer declares that he/she has access to the general terms and conditions of Orgalime S 2012.


In the event of any contradiction or discrepancy between this Addendum and Orgalime S 2012, this Addendum shall prevail.

2 Definitions



In Orgalime S 2012 and this Addendum,

(a) “Article” shall refer to an article in this Addendum;

(b) “Clause” shall refer to a clause in Orgalime S 2012;

(c) “Orgalime S 2012” shall refer to Orgalime’s General Conditions for the Supply of Mechanical, Electrical and Electronic Products, March 2012 edition or the latest edition published thereafter;

(d) “Product” means all goods, materials, equipment and services to be provided by SESAM Container under this Agreement and described in the quotation issued by SESAM Container;

(e) “Buyer” means the other party to this Agreement; and

(f) “Supplier” means SESAM Container.

3. Amendments


3.1 Standard products



The product shall be supplied in a standard version together with SESAM Containers’ relevant standard documentation and instruction manuals where applicable. Alternative versions, finishes, colours, special packaging and additional documentation can be supplied at extra cost, as agreed in writing.


The product is not warranted to be fit for any particular purpose, unless and to the extent that such particular purpose has been expressly specified and warranted by SESAM Container in writing.

3.2 Delivery. Transfer of risk


The agreed commercial terms shall be interpreted in accordance with the INCOTERMS® in force at the time of conclusion of the Contract. If no trade term has been specifically agreed, delivery shall be Ex Works (EXW) at the place indicated by the Supplier.



When SESAM Container is responsible for delivery of the Products, the Buyer shall inspect the Products upon receipt and notify SESAM Container in writing of any transport damage within forty-eight (48) hours of delivery. If this is not done, the costs of remedying the damage shall be borne by the Buyer or its insurer.


3.3 Acceptance test



The acceptance test referred to in paragraphs 6 to 9 shall not be carried out unless the parties have expressly agreed that such a test shall be carried out.


3.4 Delivery time



SESAM Container will provide the Buyer with a non-binding estimate for the delivery of the Products when the Products are ordered. A binding delivery date or delivery period will only be given by SESAM Container if the Buyer requests it in writing.


3.5 Payment



Unless otherwise agreed, the purchase price shall be paid to SESAM Container not later than thirty (30) days from the date of delivery and the second paragraph of clause 19 shall not apply. Time of payment is of the essence of the contract and SESAM Container reserves the right to suspend the supply of Products to the Buyer if any amounts are due under the contract or under any other contract until all such amounts have been paid. No queries regarding an invoice will be processed more than 14 days after the issue of the invoice.


Payment shall be made in the currency in which the purchase price was indicated by SESAM Container.


If SESAM Container has entered into a “Credit Agreement” with Buyer, the Credit Agreement with its credit limit shall form part of the contract. To the extent permitted by applicable law, if, in SESAM Container’s reasonable opinion, there is reason to doubt the Buyer’s creditworthiness at any time, such as, but not limited to, the Buyer’s failure to pay SESAM Container’s invoice on this agreement or any other agreement when due and/or the Buyer exceeds its agreed credit limit with SESAM Container, then SESAM Container may, refuse to proceed with orders or suspend delivery of products to the buyer, under this contract and any other contract, agreement or arrangement entered into with the buyer whether independent of or linked to this contract without breaching the contract and without incurring any liability to the buyer until SESAM Container is paid for the relevant products or the parties otherwise resolve the issue.

3.6 VAT



The purchase price is strictly net and excluding VAT and the like.


3.7 Retention of product



Until title to the Product has passed to Buyer, Buyer shall keep the Product and any part thereof in Buyer’s possession clearly labelled or otherwise identified as SESAM Containers and store it separately from Buyer’s own plant and equipment. SESAM Container shall be entitled to enter the Buyer’s premises at any time during normal working hours to inspect the Product and ensure that it is so labelled or clearly identified.


If, for any reason, SESAM Container terminates the contract before the ownership of the Product has been transferred to the Buyer, or if SESAM Container has reason to doubt the Buyer’s creditworthiness (cf. Article 0), SESAM Container shall be entitled to enter the Buyer’s premises at any time during normal working hours to repossess the Product. SESAM Container reserves the right to dispose of all products withdrawn in this way.


To the extent permitted by applicable law, SESAM Container shall retain legal and beneficial ownership of the Product until SESAM Container has received payment of the purchase price for the Products under the contract and all other amounts payable (together with any accrued interest) in respect of other goods or services previously or subsequently supplied by SESAM Container to the Buyer under any other contract. When such payments have been received by SESAM Container, title shall pass to the Buyer.



Notwithstanding any indication by the Buyer to the contrary, all payments made by the Buyer to SESAM Container shall first be allocated to the Products that have been resold by the Buyer and then to the Products that are still in the Buyer’s possession or control.



If the Buyer resells Products for which the ownership has not been transferred to the Buyer, the resale (only between SESAM Container and the Buyer) shall be made by the Buyer as agent of SESAM Container, only with respect to the proceeds of such resale.



For the avoidance of doubt, risk in the Product shall pass to Buyer at the time specified in the applicable INCOTERMS. From the time that risk in the Products passes to the time that title passes to Buyer in accordance with Article 3.5.3, Buyer shall insure the Products for their full value with a reputable insurer. Until such time as title to the Products passes to the Buyer, the Buyer shall keep the proceeds of any sale or claim on such insurance in the possession of SESAM Container and shall immediately account for the proceeds to SESAM Container.

3.8 Confidentiality



The Buyer shall keep all information communicated to the Buyer in connection with this contract, or otherwise relating to the business of ESAM Container, secret and confidential and shall not use it other than for the purpose of performing this contract.

3.9 Responsibility for errors and omissions



The period of liability for defects, as referred to in clause 23, shall be six (6) months from the delivery of the Product, spare parts or repaired parts.



Except as expressly set out in Orgalime S 2012 and this Addendum, all conditions, warranties and representations, implied by statute, common law or otherwise, in relation to the delivery, non-delivery or delay in delivery of the Products are excluded to the extent permitted by law and the warranties, as set out in paragraphs 22-36 and Article 3. 8.3, are exclusive and in lieu of all other warranties, conditions, provisions, representations, statements, undertakings and obligations, whether expressed or implied by statute, common law, custom, usage or otherwise, all of which are excluded to the extent permitted by law.


Except as provided in clauses 22 to 36, necessary repair, replacement or redelivery shall be SESAM Containers’ total liability to the Buyer for defects in design, materials or workmanship.




Limitation of Liability 0.1 To the extent permitted by applicable law and notwithstanding anything else in this Agreement, except for the express provisions on liquidated damages, in no event shall SESAM Container be liable to Buyer, whether in breach of contract, warranty, indemnity, tort (including negligence), strict liability, statutory duty or otherwise, for any of the following damages or losses, in each case whether direct or indirect, such as, but not limited to: (a) loss of revenue; (b) loss of profit; (c) loss of contract; (d) loss of business; (e) loss of use; (f) loss of production; (g) business interruption; (h) loss of operating time; (i) capital costs; (j) costs associated with business interruption; (k) economic loss; or (l) any special, incidental or consequential damages, however caused, even if SESAM Container has been advised in advance of the possibility of such damages or losses.


To the extent permitted by applicable law, and notwithstanding anything in this Agreement, SESAM Containers’ total liability for all claims for damages or losses, whether arising from breach of contract, warranty, indemnity, tort (including negligence), strict liability, statutory duty or otherwise, which may arise in connection with its performance or non-performance under this Agreement shall not exceed in aggregate the total purchase price.3.10.3

The Buyer confirms that the contents of this Article 3.10 have been specifically brought to the attention of the Buyer and agrees that the exclusions and limitations of liability are reasonable in the circumstances.


3.11 Damages



If SESAM Container is to manufacture Products or apply any process to Products in accordance with a specification provided by the Buyer, the Buyer shall, upon request, indemnify SESAM Container from all losses, damages, costs (including legal costs), expenses, liabilities and claims suffered or incurred by SESAM Container in connection with the infringement of any third party’s intellectual property rights as a result of SESAM Container’s use of the Buyer’s specification.

3.12 Limitation period



Subject to the law of personal injury and death, the buyer has no claim against SESAM Container, in contract or in tort, in relation to anything performed or supplied under this agreement (including claims for defective products, services or goods), unless SESAM Container has been notified in writing of such a claim within twenty-four (24) months of the delivery of the product.


3.13 Termination




(m) the Buyer’s payments are late by more than 14 calendar days;

(n) a breach of contract occurs in the circumstances set out in Article 3.6.5;

(o) a breach of contract occurs in the circumstances set out in Article 3.17.1;

(p) proceedings are commenced to wind up the Buyer (other than for the purpose of a solvent amalgamation or reorganisation);

(q) a composition or arrangement is made with the Buyer’s creditors;

(r) the Buyer is declared bankrupt, or a receiver is appointed;

(s) the Buyer stops or suspends the payment of its debts or is unable to, or has no real prospect of being able to, or admits inability to pay its debts as they fall due or fails to pay all or part of any debt under a judgement within 14 days; or

(t) the Buyer ceases or threatens to cease all or a substantial part of its business or is dissolved; SESAMContainer shall be entitled (without incurring any liability to the Buyer) to terminate the contract immediately by notice in writing to the Buyer, and thereafter to claim compensation for any loss or damage suffered or incurred by SESAM Container as a result of the termination, except that the compensation paid for such loss or damage shall not exceed the purchase price.

3.14 Force Majeure


For the avoidance of doubt, “circumstances beyond the control of the parties” (cf. paragraph 39) shall be deemed to include, without limitation, force majeure, terrorist acts, pandemics, sanctions, blockades, import restrictions or any other act or failure to act by any state or national authority.


If a Force Majeure event occurs, the delivery date shall be extended by a period equal to the duration of the Force Majeure event plus a reasonable time to overcome the consequences of the Force Majeure event and any additional costs and expenses incurred by SESAM Container shall be paid by the Buyer to SESAM Container in addition to the purchase price.

3.15 Exclusion of third party rights



The Parties do not intend that a person who is not a Party to this Agreement shall have any right to enforce any term of this Agreement.


3.16 Applicable law



This Agreement shall in all respects be governed by and interpreted in accordance with Swedish law. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods 1980 shall not apply to this Agreement.


3.17 Disputes



Any dispute, controversy or claim arising out of or in connection with this agreement, or its breach, termination or invalidity, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (“SCC”).


The Rules for Expedited Arbitration shall apply, unless the SCC, taking into account the complexity of the case, the value of the subject matter of the dispute and other circumstances, decides at its own discretion that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators.


The seat of the arbitration procedure shall be Stockholm, Sweden.



The language to be used in the arbitration shall be English or Swedish if both parties are Swedish.



Notwithstanding the above, SESAM Container has the right to apply to a court or other competent authority for payment of overdue debts.


3.18 Miscellaneous


This Agreement constitutes the full and complete understanding between the parties with respect to the subject matter of this Agreement and, except in the case of fraud, supersedes all prior negotiations, representations, agreements, commitments and writings with respect thereto. Neither party shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly set forth in this Agreement or as duly set forth in writing on or after the Effective Date hereof.



No changes or additions to the contract shall be valid unless they are made in writing and signed by both parties.


The language of the contract shall be English. All contract communication and documentation shall be in English or Swedish if both parties are Swedish.



The Buyer shall not subcontract, transfer or assign any of its rights or obligations under this contract.



If during the term of the contract there are changes or new laws, ordinances, regulations, standards or statutes which come into force and which affect the cost or time of performance of the contract, an equitable adjustment shall be made to the date(s) specified in the contract and an equitable adjustment shall be made to the price to be paid for the products in order to compensate SESAM Container for any resulting increase in cost.


The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of the remaining provisions. If any provision is found to be invalid or unenforceable, the parties shall replace the invalid or unenforceable provision with a new valid provision having an effect as close as possible to that of the invalid or unenforceable provision.