1. Application
1.1 In these Terms, "Kronborr" means Kronborr AB, and "Customer" means the company or organisation that requests a quotation or places an order. "Products" means the goods, and "Services" means any related services, described in Kronborr's quotation or order confirmation.
1.2 These Terms apply only to sales to businesses. Kronborr does not sell to consumers.
1.3 The Customer's own terms, including terms printed on purchase orders, do not apply even if Kronborr does not object to them, unless Kronborr has accepted them in writing.
2. Quotations and Orders
2.1 Quotations are valid for 30 days from their date unless another period is stated. A quotation is not binding until it is accepted and confirmed under clause 2.2.
2.2 A contract is formed when Kronborr issues a written order confirmation. The order confirmation, any documents it refers to, and these Terms form the entire contract (the "Contract"). If they conflict, the order confirmation takes precedence over these Terms.
2.3 The Customer is responsible for the accuracy of the information it provides, including sizes, ratings, connections, quantities, service conditions and the intended application, and for confirming that the specified Products are suitable for its purpose.
3. Specifications and Documentation
3.1 Products are supplied in accordance with the specifications and data sheets referred to in the order confirmation. Information in brochures, on the website or in other general material is not binding unless expressly included in the Contract.
3.2 Documentation such as material certificates, test records and inspection reports is supplied as stated in the order confirmation. Additional documentation may be charged for.
3.3 Kronborr may make changes to Products that do not affect their agreed form, fit, function or ratings.
4. Prices
4.1 Prices are stated in the currency in the quotation, exclusive of VAT and other taxes, duties and charges, which are added at the applicable rate.
4.2 Unless otherwise stated, prices apply to delivery under the Incoterm stated in the order confirmation and do not include packing for export, freight, insurance, customs clearance or installation.
5. Payment
5.1 Payment terms are stated in the quotation and order confirmation. Unless otherwise agreed, payment is due 30 days net from the invoice date.
5.2 Kronborr may require advance payment, a letter of credit or another security before accepting an order or before delivery, in particular for new customers and for exports.
5.3 On late payment, Kronborr may charge interest under the Swedish Interest Act (räntelagen (1975:635)) and statutory compensation for collection costs, and may suspend further deliveries until all overdue amounts are paid.
6. Delivery
6.1 Delivery terms are interpreted in accordance with Incoterms® 2020. Unless otherwise agreed, delivery is FCA Kronborr's designated facility, Sweden.
6.2 Delivery times are estimates based on the information available when the order is confirmed and run from the latest of the order confirmation, receipt of any advance payment, and receipt of all information and documents the Customer must provide, including export control documentation.
6.3 If Kronborr expects a delay, it will inform the Customer without undue delay with a new estimated delivery date. If delivery is delayed for reasons attributable to Kronborr by more than [8] weeks beyond the confirmed date, the Customer may cancel the affected part of the order by written notice and receive a refund of any amounts paid for it. This is the Customer's sole remedy for delay unless liquidated damages for delay are expressly agreed in the order confirmation.
6.4 Risk passes to the Customer in accordance with the agreed Incoterm.
7. Retention of Title
Title to the Products remains with Kronborr until they have been paid for in full, to the extent such retention is valid under the applicable law.
8. Inspection and Acceptance
8.1 The Customer must inspect the Products on delivery and notify Kronborr in writing of any visible damage, shortage or defect within [8] days of delivery. Transport damage must also be noted on the delivery documents and reported to the carrier.
8.2 Defects that could not reasonably have been discovered on inspection must be notified in writing within a reasonable time after they are discovered, and in any case within the warranty period.
9. Warranty
9.1 Kronborr warrants that the Products, at delivery, conform to the agreed specifications and are free from defects in material and workmanship. Unless otherwise stated in the order confirmation, the warranty period is 12 months from delivery.
9.2 The warranty does not cover:
- normal wear and tear, and expendable or wear parts such as bit cutters, screens, liners, pistons, seals and elastomers, beyond defects present at delivery;
- damage caused by incorrect selection by the Customer, improper installation, storage, handling, operation or maintenance, or use beyond the rated limits in the data sheet;
- repairs or modifications made without Kronborr's written approval;
- defects caused by materials or designs supplied or specified by the Customer.
9.3 If a Product is defective under the warranty, Kronborr will, at its option, repair or replace it, or credit the price paid for it. This is the Customer's sole remedy for defects. Replaced Products become Kronborr's property.
9.4 The Customer must give Kronborr the opportunity to inspect the alleged defect and, if requested, return the Product in accordance with Kronborr's instructions.
10. Limitation of Liability
10.1 Kronborr is not liable for indirect or consequential loss, including loss of production, loss of profit, loss of use, rig or vessel downtime, standby costs, loss of the well or reservoir, costs of regaining well control, or loss of contracts, whatever the cause.
10.2 Kronborr's total liability under or in connection with the Contract is limited to the price paid for the Products or Services that gave rise to the claim.
10.3 These limitations do not apply in cases of gross negligence or wilful misconduct, or to liability that cannot be limited under mandatory law.
11. Export Control and Sanctions
11.1 The Products may be subject to export control and sanctions laws of the European Union, Sweden, the United Nations and other jurisdictions. The Customer must comply with all such laws and must provide end-user and end-use information on request.
11.2 The Customer must not sell, export, re-export or otherwise make the Products available, directly or indirectly, to any person, entity, country or end use in breach of those laws, or to any person or entity subject to sanctions.
11.3 Kronborr may refuse an order, suspend performance or terminate the Contract without liability if it reasonably believes that performance would breach export control or sanctions laws, or if a required licence is refused or not obtained in time. See our Export Control and Sanctions Compliance page.
12. Anti-Corruption
Each party must comply with applicable anti-bribery and anti-corruption laws and must not offer, give, request or accept any improper payment or advantage in connection with the Contract.
13. Force Majeure
Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, such as war, terrorism, sanctions or export restrictions, government action, epidemic, fire, flood, labour disputes, failure of suppliers or carriers caused by such circumstances, or shortage of transport, materials or energy. The affected party must notify the other promptly. If performance is prevented for more than [6] months, either party may terminate the affected part of the Contract by written notice.
14. Cancellation and Returns
14.1 The Customer may cancel an order only with Kronborr's written consent. Kronborr may charge for costs incurred and commitments made up to the cancellation. Products made or modified to the Customer's specification cannot be cancelled.
14.2 Products may be returned for reasons other than warranty only with Kronborr's prior written authorisation, unused and in their original packaging, and may be subject to a restocking fee.
15. Intellectual Property and Confidentiality
15.1 Drawings, technical documents and software supplied by Kronborr remain Kronborr's property and may be used by the Customer only for installing, operating and maintaining the Products.
15.2 Each party must keep confidential the other party's technical and commercial information received in connection with the Contract, unless it is publicly available or must be disclosed by law.
16. General
16.1 The Customer may not assign the Contract without Kronborr's written consent. 16.2 If any provision of these Terms is invalid, the rest remain in force. 16.3 Changes to the Contract must be agreed in writing.
17. Governing Law and Disputes
17.1 The Contract is governed by Swedish law, excluding its conflict of law rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
17.2 Any dispute arising out of or in connection with the Contract shall be finally resolved by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000; otherwise the Arbitration Rules shall apply. The seat of arbitration shall be Stockholm, and the language of the proceedings shall be English.