TERMS OF SALE

  1. The Parties

    Seller: Shokubutsu AB

    Seller reg. No: 556944-9613

    VAT reg. No: SE556944961301

    Address: c/o Jon Nensén, Barnängsgatan 10 B, SE-116 48 Stockholm

    E-mail: ttsh@thehumancomparator.net 

    Buyer: Natural person or legal entity that has accepted to purchase any of the Equipment in accordance with the Agreement.

     

  2. The Agreement

2.1. The Agreement between the Seller and the Buyer regarding the Buyer’s purchase of any of the Equipment consists of the Buyers order to purchase any of the Equipment at the websi- te of the Seller and the terms and conditions in this document that has been accepted by the Buyer when ordering the Equipment.

3. The Equipment

  1. 3.1.  The Seller sells the Equipment to the Buyer in accordance with the terms and conditions set forth below.

  2. 3.2.  The Equipment is any of the products marketed and sold at the website of the Seller; http:// thehumancomparator.net/.

4. Order

  1. 4.1.  The Buyer orders the Equipment at the Seller’s website; http://thehumancomparator.net/. The order is confirmed in an order confirmation after payment has been done.

  2. 4.2.  The Buyer is only entitled to cancel the purchase of the Equipment after the order confirma- tion has been sent from the Seller if the Buyer is consumer; a natural person who is acting for purposes which are outside his trade, business or profession.

  3. 4.3.  If the Buyer is a consumer is the Buyer entitled to withdraw from the contract without penal- ty and without giving any reason within a period of 14 calendar days from receiving the Equipment, the Notice period. A notice of withdrawal shall be sent to the Seller within the Notice period. The Equipment shall be unaltered when returned by the Buyer to Seller. The Buyer is entitled to refund of the payment for the Equipment within 30 calendar days from the day the Seller receives the unaltered Equipment.

5. Price

  1. 5.1.  The price of the Equipment is available at the website of the Seller; http://thehumancompa- rator.net/. The prices at the website include VAT. The buyer may be required to pay VAT. The prices can be adjusted at any time by the Seller.

  2. 5.2.  The Buyer is responsible for the provision of all information necessary to determine the value added tax and payment of the value added tax and any other tax or fee.

 

6. Payment

6.1. Payment for the ordered Equipment shall be made in accordance with the instructions from the Seller at the website of the Seller when the Equipment is ordered. Payment is confirmed in a payment confirmation.

7. Delivery

7.1. Delivery will be done within the time periods given below:

Sweden approximately 5 days

Europe excl. Sweden approximately 2 weeks

Worldwide excl. Europe approximately 3 weeks 

7.2. The Equipment will be delivered DAP (delivery address of the Buyer) INCOTERMS 2010.

8. Drawings and other documentation

8.1. The Seller provides building instructions if necessary. All documentation (regardless of me- dium) furnished to the Buyer remain the property of the Seller and may not without written approval be copied, communicated to a third party or used for other purposes than installa- tion, operation and maintenance of the Equipment.

9. Building and Installation

  1. 9.1.  The Buyer might need to purchase components listed in the building instructions on his own expense from other suppliers than the Seller to be able to build a product in which the Equipment is a part.

  2. 9.2.  The Buyer will at his own risk and expense build and install the products in which the Equipment is a part by using the Equipment and the components necessary.

10. Secrecy

  1. 10.1.  The Buyer undertakes not to make any unauthorized disclosure of any confidential informa- tion regarding the Equipment.

  2. 10.2.  Confidential information shall mean any information, technical, commercial or of any other kind, whether written or oral, except such information which is or will be publicly known or which has come to or will come to the public knowledge in any way other than through the Buyer's breach of this secrecy undertaking.

  3. 10.3.  The Buyer ensures that the Buyer's employees or other persons that the Buyer co-operates with will not disclose confidential information to third parties. It rests on the Buyer to ensure that employees and other persons that the Buyer co-operates with, likely to get access to confidential information, covenant to keep such information confidential to the same extent as the Buyer according to this secrecy undertaking.

  4. 10.4.  The obligations set forth above are not limited in time.

11. Maintenance and Support

11.1. No maintenance or support is included in the price of the Equipment.

 

Liability for defects and complaints

  1. 12.1.  Unless otherwise specifically provided for in the Agreement is the Equipment sold “as is”. The Seller waives releases and renounces all warranties, obligations and liabilities of the Buyer and all other rights, claims and remedies of the Buyer against Seller expressed or implied arising by law or otherwise, with respect to any non-conformance or defect in the Equipment or products in which the Equipment is a part. Though the Seller warrants that the Equipment is not defective at delivery to the Buyer, which means, that the Seller shall remedy defects in the Equipment resulting from faulty material or workmanship that existed at delivery. At the Seller’s request, a defective part of the Equipment shall be sent to the Seller for repair or replacement in accordance with instructions from the Seller.

  2. 12.2.  The Seller does not warrant any functionality of products in which the Equipment is a part.

  3. 12.3.  Notice of defects from Buyers, that are not consumers, shall be made in writing and trans- mitted to the Seller without undue delay within seven (7) days after delivery and shall con- tain a description of how the defect manifests itself. If the Buyer fails to provide notice in the manner and within the time stated in this Clause, the Buyer shall lose his right to invoke any claim based on the defect. The aforementioned and the provision “Force majeure” constitu- te an exhaustive regulation of the Seller’s liability for defects to Buyers that are not consu- mers.

  4. 12.4.  Notice of defects from Buyers, that are consumers, shall be made in writing and transmitted to the Seller without undue delay at least within 2 months after the defect has been disco- vered and no later than within 3 years after the Equipment was delivered and shall contain a description of how the defect manifests itself. Complaints shall be sent to the Seller at the address and e-mail of the Seller in these terms of sale.

13. Infringements of a third party's rights

  1. 13.1.  The Seller makes no representation, guarantee or warranty as to any intellectual property rights or other rights of the Equipment or that Buyer’s use thereof shall be free from in- fringement of any intellectual property rights or other rights held by third parties. The Seller does not assume any liability for any such infringement or alleged infringement.

  2. 13.2.  In the event that a third party claims an infringement, the Buyer shall inform the Seller the- reof.

14. Damage caused by the Equipment

  1. 14.1.  The Seller assumes no liability for personal injury or property damage caused by the Equipment.

  2. 14.2.  The Buyer shall hold the Seller harmless in the event that the Seller is liable to pay compen- sation to a third party on account of product damage for which the Buyer is liable.

15. Force majeure

15.1. The parties are relieved from liability for a failure to perform any of their obligations due to any circumstance which impedes, delays, or aggravates any obligation to be fulfilled under the Agreement, such as acts or omissions of authorities, new or changed legislation, con- flict on the labour market, blockade, fire, flood, shortage of transport means, goods or energy or major accidents as well as defects or delay related to deliveries from sub- contractors caused by such circumstance.

  1. 15.2.  A party who claims relief according to the provisions above must notify the other party the- reof without delay.

  2. 15.3.  Notwithstanding the provisions above either party is entitled to rescind the Agreement if the performance of a material obligation is delayed for more than three (3) months.

16. Limitation of liability

  1. 16.1.  The Seller is not liable to pay any compensation to the Buyer unless otherwise specifically provided for in the Agreement. The Seller is not liable for any indirect loss suffered by the Buyer, unless the Seller has been found guilty of gross negligence. This limitation of liability for any indirect loss covers, but is not limited to, loss of production, loss of profit and cost of capital.

  2. 16.2.  The total liability of the Seller for all claims of any kind arising out of or related to the Agre- ement shall be limited to the amount paid for the Equipment by the Buyer.

17. Amendments

17.1. Only those amendments and additions to the Agreement that are made in writing and sig- ned by the parties are valid.

18. Entire agreement

18.1. The contents of the Agreement shall supersede all previous written or oral commitments and undertakings.

19. Severability

19.1. If provisions of the Agreement are, or should become entirely or partially invalid or unenfor- ceable, this shall not affect the validity or enforceability of the remaining provisions. The fo- regoing shall also apply if the Agreement contains any regulatory gap. Instead of the invalid or unenforceable provision, or in order to close the gap, a ruling shall be used, which, in so far as it is legally permissible, as closely as possible reflects the intentions of the parties concluding the Agreement or, considering the meaning and purpose of the Agreement, the potential intentions of the parties had they considered the point at the time of concluding the Agreement.

20. Applicable Law

20.1. The contractual relationship between the parties shall be governed by the provisions of the Agreement and in accordance with the substantive law in force in Sweden without regard to its conflicts of law provisions. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, shall be excluded.

21. Dispute Settlement

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

  1. 21.2.  The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determi- nes, taking into account the complexity of the case, the amount in dispute and other cir- cumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also de- cide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

  2. 21.3.  The seat of arbitration shall be Stockholm, Sweden. The language􏰀to be used in􏰀the arbitral proceedings􏰀shall be English.

22.