B2B Terms & Conditions

Pappelina Terms & Conditions

You as a user have to approve these General Conditions in order to place orders or otherwise perform any actions at Pappelina’s online Reseller Zone. By accepting these General Conditions you accept to comply with these General Conditions when applicable to you as a user, to ensure that the Customer complies with these General Conditions and verify that you have taken part of the information about personal data and confidentiality in these General Conditions and the privacy policy in Appendix 1. You are aware that the information at Pappelina’s Reseller Zone, i.e. prices, shall not be disseminated to any third party.

You hereby undertake to ensure that no other than you, including other people hired by the Customer, can use your user credentials. You may not reveal your username or password to anyone unauthorized and shall ensure that the document/s setting the username and password is stored in such a way that no unauthorized person has access to the information. You shall immediately notify Pappelina if you suspect that an unauthorized person knows your password.

If Pappelina suspect that you abuse your account or login information or otherwise violates these General Conditions Pappelina has the right to suspend you. Pappelina is also entitled to assign you new login information for whatever reason.

PAPPELINA’S GENERAL CONDITIONS OF SALES

1. BACKGROUND

1.1. These general conditions of sale (“General Conditions”) shall apply for all Pappelina AB’s (“Pappelina”) sales to the Customer (the “Customer”) unless otherwise is agreed in writing. Any general conditions referred to by Customer shall be valid only if accepted in writing by Pappelina.

1.2. These General Conditions together with the purchase order and Pappelina’s order confirmation constitute a binding order (“the Order”).

1.3. Consumers may not purchase directly from the Pappelina Reseller Zone and these General Conditions thus do not apply in relation to consumers.

2. PRODUCTS

The Customer may order the products included in Pappelina’s current product range consisting of i.e. rugs, textiles and interior design accessories (the “Products”). The product range is available in full on Pappelina’s webpage at www.pappelina.com (the “Website”) and the majority in Pappelina’s current product catalogues which may be supplied by Pappelina.

3. ORDER

3.1. The Customer shall place its order with Pappelina primarily online at Pappelinas’s Reseller Zone available through the Website or by e-mail or telephone at exception.

3.2. An order is binding on Pappelina once it has been confirmed by Pappelina. This applies regardless of how the Customer has placed his order.

3.3. The Customer has no right to cancel any order placed after Pappelina has confirmed the order.

4. PRODUCT INFORMATION

4.1. The Customer may download and use any material that Pappelina has made available for downloading on its Reseller Zone. Upon Pappelinas’s request the Customer shall immediately cease any and all use of the downloadable material.

4.2. Pappelina shall have no liability in case Products are sold out and reserves the right for any image or typographical errors in the product catalogues or on the Website, e.g. errors in the product description, inaccurate prices or other incorrect information. Pappelina is entitled to rectify any such errors also after confirming an order and, at any time, to change or update the information.

4.3. Any image details in the product catalogues or on the Website shall be considered as illustrations only. Such illustrations do not guarantee to reproduce the exact number of Products the Customer in each package nor the exact appearance (including colour), function or origin of the Product.

5. DELIVERY

5.1. Pappelina will arrange for delivery of ordered Products at the Customers expense, FCA Leksand Incoterms 2010. Applicable delivery costs are stated in Pappelina’s from time to time applicable pricelist or in the Reseller Zone. The risk of loss or damage to the Products passes to the Customer upon delivery.

5.2. Any time of delivery stated by Pappelina is an estimation. Pappelina may deliver the ordered Products in separate deliveries. Pappelina will not have any liability to the Customer for any delay in delivery. Unless otherwise agreed between the parties, the Customer has no right to cancel an Order due to delayed delivery.

5.3. Upon delivery the Customer shall inspect the delivered Products. The Customer shall notify Pappelina in writing of any shortage or defect in the delivered Products within seven (7) working days from the delivery date. Should the Customer neglect to notify Pappelina in accordance with the provisions above the Customer shall lose the right to claim any such deviation and damages.

5.4. Any delivered Products can only be returned in ac-accordance with Pappelina’s prior written consent.

6. PRICES

6.1. Any prices are given in the currency stated in the order confirmation and are, unless otherwise stated, exclusive of VAT, delivery costs and – for shipments outside the EU – custom clearance fees.

6.2. The prices for the Products are stated in Pappelina’s Reseller Zone or current price list unless the Customer and Pappelina have entered into a separate agreement thereon. Pappelina shall have the right to change the prices for the Products at any time with minimum 30 days prior notice.

7. PAYMENT

7.1. Unless otherwise agreed between the parties, payment shall be made with SEPA Direct or by credit or by Prepay according to instructions depending on agreement, and in the currency stated in the invoice. For Prepay the Products will be dispatched to Customer only upon receipt of payment in full from the Customer.

7.2. In the event a credit facility has been arranged, the payment shall be made no later than 30 days from the date of the invoice, unless otherwise agreed. The delivered Products remain Pappelina’s property until Pappelina has received payment in full from the Customer. Upon delayed payment interest on arrears shall be charged in accordance with the Swedish Interest Act. Pappelina shall furthermore have the right to withhold deliveries of Products to the Customer, demand that acceptable securities be provided, amend the terms of payment and any possible credit limit and cancel the Order upon delayed payment. Should the Customer not pay in time Pappelina shall have the right to send reminders and charge a fee for such reminders. Should the Customer not effect payment within 20 days from the reminder, any invoices due may be given to a debt collector without any further notice from Pappelina. Any collection charges shall be charged for sending reminders according to the Swedish Debt Recovery Act (1974:182).

8. TERM AND TERMINATION

8.1. These General Conditions shall apply to any Order placed by the Customer and any Product delivered by Pappelina to the Customer under such Order. Pappelina reserves the right to change these General Conditions at all times. If the Customer does not raise any objections to such changes, changes will become valid 30 days after Pappelina has announced the changes on its Website, a Newsletter email or otherwise has informed the Customer about the changes.

8.2. Without prejudice to any remedy it may have against the other party for breach or non-performance under these General Conditions, either party shall have the right to terminate an Order by giving the other party not less than 30 days’ notice in writing; (a) if the other party should commit or permit a breach or non-performance of material importance to the other party and should fail to remedy such breach or non-performance within 30 days after receipt of written notice; or (b) if the other party should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or corporate reorganisation proceedings or if execution be levied on any goods and effects of the other party or the other party should enter into receivership. Notice of termination shall be given without undue delay after the circumstance constituting the breach was or should have been known to the aggrieved party.

8.3. In addition to the provisions stated above Pappelina shall at all times have the right to terminate an Order with immediate effect if (i) the Customer has delayed payments, or (ii) the ownership of the Customer is essentially changed.

9. WARRANTY FOR DEFECTIVE PRODUCTS

9.1. Faults of quality and hidden defects which cannot be verified immediately after delivery shall be communicated to Pappelina in writing within seven (7) days from delivery thereof. The seven (7) day warranty comprises defects existing at the time when the risk for the Products passed over to the Customer. Returns of Products shall not be made except upon written authorization by Pappelina. If a Product is defective in accordance with above and the Customer is entitled to make a claim against Pappelina based on the defect, Pappelina undertakes to, at its own discretion, repair or replace the Products and/or of the assessed defective parts thereof, within the periods of time normally necessary, to the same delivery address as stated in the order confirmation relating to the delivery of the defective Products. The parties may also agree on the Customer being given a discount instead.

9.2. Pappelina shall not be liable for any defect due to the Customer or a third party not complying with Pappelina’s care instructions or for any defect caused by any misapplication, faulty installation or neglected maintenance and normal wear. The warranty does not cover fading, shrinking, swelling due to exposure to the sun or artificial lighting sources, moisture, fungi or temperature. Claims due to cuts, burns or pet damages are also not covered.

9.3. The only warranties given under an Order are those given expressly by Pappelina in these General Conditions.

9.4. When returning a defective Product the Customer shall comply with Pappelina’s guidelines for returning products and use Pappelina’s claim form. No compensation or replacement is granted if the claim form and the receipt of the defective Products are not properly filled in and sent to Pappelina. The Customer shall have no right, without Pappelina’s prior written agreement, to use or discard any Products which have been so complained as defective to Pappelina in any way or to let any third party do so.

10. DAMAGES

10.1. Pappelina shall only be liable for any damages which the Products may cause persons or other property if such liability is imposed upon Pappelinas according to the Swedish Product Liability Act (1992:18).

10.2. The Customer shall without delay and in writing notify Pappelina of any product liability demands imposed upon the Customer and shall attend to such demands in accordance with Pappelina’s instructions. The provisions above shall also apply for any demands which may be imposed upon the Customer after termination of these General Conditions.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. All intellectual property rights relating to the Products belong to Pappelina. This means that any trademarks, trade names, pictures and graphics, design, lay-out, marketing material and any other information attributable to the Products may not be reproduced or used without the prior written consent by Pappelina.

11.2. Subject to Clause 13, Pappelina is liable for any infringement or alleged infringement upon a third party’s intellectual property right by a Product only to the extent the manufacturer of that Product is liable for such infringement or alleged infringement in relation to Pappelina.

12. PERSONAL DATA AND MARKETING

Pappelina’s privacy policy in Appendix 1 shall apply as an integrated part of these General Conditions. Customer shall ensure that its representatives are in-formed about the privacy policy.

13. LIABILITY, BREACH OF CONTRACT ETC.

13.1. Notwithstanding the provisions otherwise set forth in these General Terms, the Customer is obliged to compensate Pappelina for any costs Pappelina incurs as a result of the Customer’s unjustified complaints, delays in payment or delays in receipt of deliveries.

13.2. Pappelina shall not be liable for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (however caused) which arise out of or in connection with an Order. Pappelina’s total liability for each Order shall in any case be limited to the value of the specific Order.

13.3. Pappelinas’s liability for any faults, insufficiencies, delays and other breaches of contract shall be limited to what is expressly stated in these General Conditions. The Customer shall have no right to resort to any other remedies than those given in these General Conditions.

13.4. Pappelina shall not be liable under the rules of lack of conformity in the Swedish Sale of Goods Act and the Swedish International Sale of Goods Act.

14. FORCE MAJEURE

If and to the extent that either party’s performance of its obligations under an Order is impeded or made unreasonably onerous by circumstances beyond its reasonable control that it could not reasonably have been expected to have taken into account at the time the Order was entered into or to have avoided or overcome the effects of, such party shall be released from liability in damages and any other penalties for delay in performing or failure to perform such obligations.

15. CONFIDENTIALITY

All information which is not publicly available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a party or to any of its business matters, which has been disclosed or may be disclosed to the other party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with an Order or otherwise, shall at all times be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of these General Conditions, nor be disclosed by it to any third party without the prior written consent of the other party (such consent not to be unreasonably withheld). The obligation of confidentiality does not apply when the Receiving Party is required by law, regulation or a governmental decision to disclose information.

16. MISCELLANEOUS

16.1. A party’s waiver of any of its rights or remedies under these General Conditions must be in writing and duly executed by it. No single or partial waiver of any such right or remedy shall preclude any other or further exercise of that or any other such right or remedy.

16.2. Changes and additions to the terms and conditions or these General Conditions, including to this Clause 15.2 must be in writing and duly executed by the Parties.

17. DISPUTES AND APPLICABLE LAW

17.1. Any dispute, controversy or claim arising out of, or in connection with, these General Conditions, or the breach, termination or invalidity thereof, or any non-contractual obligations arising out of or in connection with these General Conditions, shall be finally settled in the District Court of Falun as first and sole instance by legal proceedings in accordance with the laws of Sweden. The language of the arbitration shall be English (unless otherwise agreed by the disputing parties).

17.2. All proceedings conducted pursuant to Clause 17.1, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing Parties or the court in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the Party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing Parties.

17.3. These General Conditions shall be interpreted and construed in accordance with the laws of Sweden.