1. These general conditions apply to all business transactions between a buyer and Stille AB (including subsidiaries, collectively referred to hereunder as Stille), even if no further reference is made to them in later transactions. Any agreements to the contrary must be made in writing. Stille’s general conditions of sale apply even if the buyer refers to contrary conditions in his own order or confirmation of order unless Stille’s agreement thereto has been given in writing by an authorized representative of Stille
2. Stille’s OFFERS are made in good faith, but are to be understood without obligation and subject to possibilities of manufacturing and shipments and to the right of prior sale.
3. ORDERS placed with Stille are in no way binding until confirmed by Stille in writing. For orders related to the 48 hour shipment commitment, special terms apply.
4. The PRICES in Stille’s price list and offers are unless otherwise specified for delivery EX-WORKS (EXW), exclusive of packaging, (Incoterms 2000) and are subject to change without notice.
5. DISPATCH DATES accepted by Stille shall in every case be understood as best estimates. Every effort will be made to respect these dates but Stille makes no obligation whatsoever for the consequences of any delay in shipment, whether the delay results from a cause of force majeure or from any other cause. Partial shipment shall be accepted in all cases and will have to be paid for as separate shipments. Any failure or presumed failure on Stille’s part to adhere to dispatch dates shall not entitle the buyer to cancel an order or to withhold payment due.
6. TERMS OF PAYMENT are according to the invoice and specific to buyer and/or market, and may be as follows
- upon receipt of invoice, or
- by means of confirmed, irrevocable Letter of Credit valid for at least three (3) months and expiry date and place in Sweden, made through banks accepted by Stille and with all associated charges and fees paid by the buyer, or
- prepayment, or
- 30 days net from date of invoice, or
- other agreements, provided that these have been confirmed in writing by an authorized representative of Stille
Stille reserves the right to request prepayment, whether in whole or partially, at any point in time, regardless of prior agreements. However, Stille will make commercially reasonable efforts to restrict prepayment terms to new buyers or buyers who show repeated and/or substantial delay in making good on payments to Stille.
Stille offers discounts to buyers who pay early. This maximum discount offered is 1 % of invoiced amount (excluding sales tax, freight and other surcharges), and will be offered solely to buyers who have been awarded payment terms of 30 days net from date of invoice or more (as stated on the invoice). For such buyers, the discount applies for payment which is received by Stille at least twenty (20) days early (i.e., within 10 days of date of invoice).
All payments must be made free of charges and should cover the oldest invoices. If payment has not been made by the date on which payment is due, Stille reserves the right to charge the buyer interest at the rate of 1,5 % per month or the maximum interest allowed under local law, whichever is less. The buyer is not entitled to withhold or to offset payments due against counter claims.
Any disputes or claims regarding invoices from Stille should be made in writing and be received by Stille no later than five (5) days from date of invoice.
If in the course of a contract the financial position of a buyer should deteriorate or if Stille should receive unfavorable information as to the buyer’s standing or in case of invoices have not been settled as agreed upon, a buyer agrees that Stille shall have the right to claim immediate payment for all shipments already effected.
7. RESERVATIONS OF OWNERSHIP
All products supplied by Stille remains Stille’s sole property until the buyer has settled all outstanding claims against him.
8. ALL SALES LITERATURE, including but not limited to catalogues, price lists, leaflets etc., remain the sole property of Stille and is considered confidential information. Such sales literature shall not be copied or passed on to any third party without Stille’s prior written consent. Stille reserves the right to reclaim such material at any time. Any unauthorized disclosure or use of any portion of Stille’s sales literature shall cause irreparable injury to Stille, and a buyer understands and agrees that no adequate or complete remedy shall be available to Stille to compensate for such injury. Accordingly, a buyer hereby acknowledges that Stille shall be entitled to injunctive relief in the event of such unauthorized disclosure or use by the buyer in addition to whatever remedies Stille might have at law. . All illustrations, measurements etc. given in Stille’s sales literature are without obligation and subject to modifications relating to the progress of modern surgery.
9. PATENTS, TRADE NAMES and registered designs remain the sole property of Stille. The buyer must not without Stille’s prior written consent offer Stille’s products for sale otherwise than under their trade names without any additions thereto. Any infringements of Stille’s patents, trade names or registered designs, which come to the knowledge of the buyer, shall without delay be reported to Stille. Please also see Stille’s Trademark Guidelines, which are available upon request or can be downloaded from Stille’s website www.stille.se.
10. PRODUCT SPECIFICATIONS
Stille reserves the right to amend product specifications at any time and to refuse any orders for products withdrawn from its product range, whether or not notice of such withdrawal has been provided.
11. LOSS or DAMAGE in TRANSIT
In all cases the risk is transferred to the buyer when the goods are delivered into the custody of the first carrier. All claims due to Stille for damage to or partial loss of products in transit must be submitted in writing to Stille within five (5) days after the receipt of the goods or advice notice, or within ten (10) days of receipt of invoice, whichever is earlier. Failure to provide notification as set out above shall be deemed as the buyer’s consent that the products were delivered in accordance with the contract and in good and saleable condition. Please note that the carrier may have other timelines for notification of loss or damage during transit.
12. COMPLAINTS must be reported to Stille in writing for its consideration and review within thirty (30) days of the date of the invoice. Stille shall in no event be liable for any contingent, consequential, special or indirect damages over and above the warranty commitments, which we may have assumed and expressed in writing in any specific case.
13. RETURNED PRODUCTS POLICY
Returned products will be accepted only with prior written authorization from Stille. Items must be returned freight prepaid. Items to be returned must be in original packaging, have original labels and be in unused condition. Products returned, other than for Stille’s confirmed erroneous shipment or for products which do not conform to the then-current product specifications, will only be accepted by Stille with a minimum restocking charge of twenty percent (20 %) of the invoice value. Products held over six (6) months from the date of receipt or products which are abused, discounted, altered, made to special order or delivered in sterile packaging may not be returned.
Any return shipments not complying with the above will be rejected at the point of delivery - be it the port of entry or other store facilities outside our premises - and sent back to the buyer at his expense.
14. LEGAL JURISDICTION
All transactions are governed by the Laws of Sweden. All disputes shall be finally settled by arbitration. The arbitration shall be held in Sweden and conducted in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. Judgment upon the award rendered may be entered in any court having jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement as the case may be.
Stille 2012: 48 hour shipment commitment
From 2012, Stille is implementing a 48 hour shipping commitment on Stille’s high demand patterns, defined as the “48h Products”. The list of the 48h Products available for 48 hour shipments will continuously be updated and extended to suit market needs. For all other instruments Stille commits to make the time from order to deliver the shortest possible.
The updated and applicable list of 48h Products is available on www.stille.se/2012. Stille reserves the right to update the list on a monthly basis to reflect market demand.
If Stille is not able to ship 48h Products according to the commitment, then the customer has the right to cancel the ordered 48h Products that are applicable to the commitment at no cost, provided that the relevant 48h Products are not already in shipment. The customer also has the right to an explanation for the missed commitment and a new communicated delivery date.
Instrument Service Voucher: Terms and Conditions
All Stille produced instruments will from 2012 be delivered with a voucher which can be exchanged for a free service. The voucher is valid for three years from the day of delivery and can be exchanged for a free Stille standard service of the respective product group, as stamped on the voucher.
If the instrument is deemed to be damaged from apparent misuse and/or not handled according to its enclosed Stille Instrument Instructions For Care leaflet, then Stille reserves the right not to offer the free service in exchange for the voucher.
STILLE AB Standard Warranty Provisions
Surgical instruments
Stille AB warrants to the purchaser that its surgical hand instruments shall be free from defects in material and workmanship for a period of thirty (30) years after the date of Stille AB’s invoice. Stille AB will repair or replace a damaged instrument free of charge if the damage is found to have been caused by a defect in material or workmanship. The warranty does not include normal wear and tear. The warranty is subject to the conditions that the instrument is used for the purpose intended, is cared for and stored according to our printed instructions and that any claims are made in writing within 30 days of the date the damage occurred.
Sonesta tables
Stille AB warrants to the purchaser that its Sonesta examination tables shall be free from defects in material and workmanship for a period of one (1) year after the date of Stille AB’s invoice. Current models of the Sonesta examination tables manufactured by Stille include models 6202, 6302, 6302u, 6303 and the 6210 videofluoroscopy table.
imagiQ™ vascular imaging table
Stille AB warrants to the purchaser that its imagiQ™ vascular imaging table shall be free from defects in material and workmanship for a period of one (1) year after the date of Stille AB’s invoice.
Standard warranty provisions
Stille AB´s obligation under this warranty is expressly limited to supplying replacement parts and or service for, or replacing, at its option, any product, which in the sole discretion of Stille AB is found to be defective with respect to workmanship or materials.
THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS WARRANTIES AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. STILLE AB´S OBLIGATION UNDER THESE WARRANTIES SHALL NOT INCLUDE ANY LIABILITY FOR LOSS OF PROFITS, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES.
Upon request by Stille AB, products or parts, for which a warranty claim has been documented and approved in writing by Stille, shall be returned freight prepaid to Stille AB manufacturing site. Stille’s obligations under this warranty and otherwise are voided for any use or maintenance of the products which is inconsistent with the products’ manuals, intended use, specifications, warnings, precautions or contraindications and neither does Stille AB make any warranty and will have no obligation for consumable parts or supplies or damage to the products caused by or resulting from abuse, misuse, neglect or any unauthorized repairs, maintenance or alterations of the products, including but not limited to subsequent installation of accessories after the date of installation, which in Stille AB’s sole discretion affects the product materially and adversely, or normal wear and tear deterioration.
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