Terms and conditions

General Terms and Conditions for Resellers

1 Background

1.1 Gylle Mec AB, 556627-6035, (the “Supplier”) develops and manufactures various products (the “Products”) within its business operations. The Supplier conducts its business from Sweden. The Supplier’s operations in other countries are primarily carried out through the Supplier’s resellers.

1.2 These general terms and conditions (the “General Terms”) apply when the Supplier and a reseller (the “Reseller”) have entered into an agreement regarding the resale of the Products, and apply when the Parties have referred to them or otherwise agreed that they shall apply.

1.3 The Reseller and the Supplier are jointly referred to as the “Parties” or individually as a “Party”.

2 Agreement

2.1 The Agreement between the Parties consists of the following documents

1. the reseller agreement entered into between the Parties (the Reseller Agreement);
2. the current product and price list applicable between the Parties (as set out in the Reseller Agreement);
3. these General Terms;
4. order confirmation from the Supplier.

2.2 The above documents are collectively referred to as the Agreement. In the event of any inconsistency between the documents, the documents listed above shall take precedence in the order set out above.

2.3 These General Terms may be amended by the Supplier from time to time. The latest version of the General Terms is always available on the Supplier’s website https://www.gylle.se/. . The Supplier reserves the right to amend these General Terms. Any amendment enters into force two months after the updated General Terms (including the amendment) are published on https://www.gylle.se/. . In the event of amendments to the General Terms that affect existing and ongoing Agreements, the Supplier undertakes to email the Reseller informing them that the Reseller is entitled to terminate the Agreement with one month’s notice, provided that the termination is made no later than the day before the new General Terms enter into force as stated above. Upon termination of the Agreement, section 14 shall apply. The Supplier will send a copy of the latest version of the General Terms to the Reseller only upon request.

3 Återförsäljarrätten

3.1 The Reseller is granted, through the Reseller Agreement, a right to act as a reseller for the Supplier within the area specified therein (the Territory).

3.2 The Reseller acknowledges that other territories are reserved for other resellers or for the Supplier. The Reseller therefore undertakes to refrain from active sales of the Products in markets outside the Territory allocated to them.

3.3 Aktiv försäljning avser bland annat följande:

1. i) direct marketing or direct visits,
2. ii) advertising or other sales‑promoting measures specifically directed at the territory or customer group that has been exclusively granted to another distributor,

iii) the establishment of a warehouse or distribution point outside the Reseller’s Territory.

3.4 The Supplier’s business and the sale of the Products are primarily directed at two categories of actors: (i) resellers, who act as intermediaries and resell the Products to end customers/installers, and (ii) installers, who purchase the Products in order to install them on vehicles (both old and new). Installers are not entitled to act as resellers, and therefore no competition exists between these groups of actors. For the avoidance of doubt, the Reseller is aware that even when exclusive Reseller Rights are granted within a Territory, this does not prevent the presence of established installers within that Territory.

4 Intellectual Property Rights

4.1 Licence

4.1.1 The Supplier hereby grants the Reseller, on the terms set out in this Agreement, a non‑transferable and non‑exclusive licence to use the registered trademark G Gylle Mec and the Supplier’s marketing materials in connection with the Reseller’s marketing, sale and distribution of the Products. The Reseller is responsible for ensuring that all use of the said trademark and marketing materials is carried out in accordance with the instructions and guidelines provided by the Supplier.

4.1.2 This licence is limited in time to the period during which the Agreement is in force between the Parties.

4.2 Use, Ownership, etc.

4.2.1 The Reseller may not use any other trademark in connection with the Supplier’s trademark in a manner that may cause confusion or otherwise create uncertainty as to under which trademark the Products are marketed.

4.2.2. Ownership of all intellectual property rights remains with the Supplier. Nothing in this Agreement shall be interpreted or understood as transferring the Supplier’s rights, ownership, or interests in trade secrets, trademarks, patents, or other intellectual property rights associated with the Products to the Reseller, except to the extent that the licences granted under this Agreement provide a limited right to use certain trademarks or other intellectual property rights.

4.2.3. The Reseller is not entitled to register any of the Supplier’s trademarks in any jurisdiction.

4.2.4. The Supplier assumes no responsibility, whether express or implied, for the Product’s infringement of any current or future patents or other intellectual property rights within the Territory belonging to a third party.

4.2.5 The Reseller shall, without delay, inform the Supplier of any infringements or suspected infringements within the Territory of the Supplier’s intellectual property rights. The Reseller shall assist the Supplier in the Supplier’s efforts to defend such intellectual property rights.

4.3 Marketing

4.3.1. The Reseller undertakes to take reasonable measures to achieve the sales volumes agreed between the Parties and to ensure that the Reseller has the necessary sales organisation in place. The Reseller shall bear all costs for marketing (e.g., printing marketing materials) and sales within the Territory.

4.3.2. The Supplier undertakes to ensure that the Reseller receives relevant marketing materials, logo files, etc. The Reseller undertakes to use only such marketing materials that the Supplier has provided or approved in writing.

4.4. Modification of the Products

4.4.1. The Reseller has no right to remove, alter, or add information/logos or similar elements on the Products. This also includes the packaging supplied with the Products.

4.4.2. The Product’s construction or design may not be modified or reproduced without the Supplier’s written permission, including offering other spare parts and accessories for the Products than those manufactured and sold by the Supplier. If modification or reproduction occurs, a material breach of contract shall be deemed to exist.

4.5 Breach of Contract

4.5.1. 4.5 The Reseller’s breach of sections 4.1.1, 4.2.1–4.2.3, 4.3.1 and 4.4 shall be deemed a material breach of contract.

5 The Relationship Between the Parties

5.1 The Reseller shall purchase the Products as an independent party and shall sell the Products in its own name, on its own account, and at its own risk. Neither the Supplier nor the Reseller has any right or authority to (a) act on behalf of the other Party, (b) incur, assume, or create any obligation, liability, or responsibility, whether express or implied, in the name of or on behalf of the other Party, or (c) bind the other Party in any manner.

5.2 No agency, joint venture, partnership, or other representative or fiduciary relationship between the Parties is created by, or can be inferred from, this Agreement or the Parties’ performance under it.

6 Orders and Delivery etc.

6.1 The Reseller places orders for the desired Products digitally, specifying quantity and product type. Orders become binding for the Supplier upon the Supplier sending a written order confirmation to the Reseller. The order confirmation and its contents form part of the Agreement between the Parties.

6.2 The specific terms of delivery, such as the delivery time, are set out in the order confirmation.

6.3 The delivery shall be governed by Ex Works (Incoterms 2020).

6.4 The Reseller acknowledges that the Supplier is a small company, and delivery times may therefore vary depending on current demand/order volumes. The Supplier does not undertake any delivery commitments or make any other promises beyond what is stated in each specific order confirmation. If the Supplier’s delivery capacity does not allow all orders to be fulfilled, the Supplier is entitled to determine which orders will be fulfilled at which time, and the Reseller is not entitled to any compensation if the Reseller’s orders are affected. Nothing in this Agreement entitles the Reseller to any priority regarding delivery of the Products compared to the Supplier’s other resellers or customers.

6.5 If the delivery is delayed and the delay is due to a fault on the Supplier’s part, the Reseller is entitled to cancel the delayed order if the delay exceeds 30 days, calculated from the delivery date stated in the order confirmation. This right of cancellation shall under no circumstances apply if the delay is connected to a change requested by the Reseller or to any other cause attributable to the Reseller, including but not limited to the Reseller’s failure to fulfil one or more of its obligations under this Agreement.

6.6 The Reseller shall distribute its orders of Products evenly throughout the year. The Reseller may not, through a single order or multiple orders placed at the same time, order quantities corresponding to the need for a particular Product over an extended period, such as the annual requirement for that Product. If the Reseller does not distribute its orders appropriately and instead places large orders corresponding to its needs over a longer period, the Supplier is entitled to refuse all or part of the order. In the event of repeated orders of this nature, the Reseller shall be deemed to be in material breach of contract.

7 Sub‑distributors

7.1 The Reseller is entitled, without prior written consent, to use sub‑distributors, agents, or other intermediaries (“Sub‑distributors”) for the sale, distribution, and/or marketing of the Products.

7.2 If such a Sub‑distributor as described above is appointed, the Reseller shall ensure that the Sub‑distributors in all respects act in accordance with the provisions of this Agreement.

7.3 The Reseller is, where applicable, liable towards the Supplier for the work/actions of such Sub‑distributors as for its own work. The Reseller is responsible for ensuring that employees and any Sub‑distributors acting on the Reseller’s behalf under this Agreement comply with the obligations undertaken by the Reseller under the Agreement. A breach of contract by an employee or, where applicable, a Sub‑distributor shall be regarded as a breach of contract committed by the Reseller.

8 Price

8.1 The Products are sold by the Supplier to the Reseller at the prices set out in the Price List applicable from time to time under the Reseller Agreement (for the avoidance of doubt, the Supplier is entitled to update the Price List annually in accordance with the Reseller Agreement).

8.2 In addition to the Supplier’s right to update the Price List annually in accordance with the Reseller Agreement, the Supplier is also entitled, with one (1) month’s notice, to adjust the prices of Products that are subject to price increases of more than 10% from the Supplier’s own suppliers. However, such price increases shall not apply to Products already ordered and confirmed by the Supplier through an order confirmation.

8.3 The Reseller is entitled to set its own prices for the Products towards end customers within its Territory. Within the framework of the applicable Price List, the Supplier provides recommended customer prices. The Reseller may deviate from these recommendations, but if such deviations are excessive and/or recurring, the Supplier is entitled to terminate the Agreement due to material breach.

8.4 The Supplier is entitled, for any order, to charge the notification fees and other administrative fees applied by the Supplier at any given time.

9 Payment and Late Payment

9.1 The Supplier shall invoice the Reseller after delivery has been completed in accordance with the applicable delivery terms (Ex Works), i.e., when the Supplier has handed over the Products. The Reseller shall pay the invoice within thirty (30) days from the invoice issue date.

9.2 In the event of late payment of an invoice, late payment interest shall accrue at fifteen (15) percent per month on the overdue amount. The Supplier is entitled to charge the statutory reminder and collection fees for each reminder sent and each collection notice issued.

9.3 If the Reseller is late in paying two or more invoices, this shall constitute a material breach of contract.

9.4 If the Reseller is repeatedly late with payments, the Supplier is entitled, first, to require advance payment and, second, to terminate the Agreement on the grounds of material breach.

10 Warranties

10.1 The Supplier is committed to delivering high‑quality Products and therefore provides a two‑year warranty on the Products under the following conditions:

1. i) The warranty period runs from the invoice date,
2. ii) The warranty does not cover damage arising from incorrect use or incorrect installation of the Products,

iii) The warranty does not apply to Products that are installed on or used continuously in limestone quarries or on salt‑spreading vehicles.

1. iv) För att anspråk på garantin ska vara giltigt måste eventuella avvikelser och anspråk rapporteras till Leverantören i skriftlig form inom skälig tid (i vart fall inom trettio dagar) efter att de upptäckts, samt de aktuella Produkterna måste skickas till Leverantören inom nittio dagar från att avvikelserna upptäcktes. Det åligger Återförsäljaren att bekosta frakten av Produkterna till Leverantören,
2. v) The Supplier reserves the right to inspect and evaluate any warranty claims before taking action. In order for the Supplier to reimburse workshop costs, it must be clear that the costs have arisen as a result of a defect in the Products for which the Supplier is responsible, and provided that the conditions above are otherwise fulfilled.

11 Product Liability

11.1 The Supplier undertakes to ensure that it maintains product liability insurance covering the distribution of the Products within the Territory. The Supplier shall hold the Reseller harmless from any direct damages arising from product liability as defined under the law of the Territory, only up to and not beyond the limit covered by the Supplier’s product liability insurance.

11.2 The Supplier is liable for damage only if it is proven that such damage was caused by gross negligence on the part of the Supplier or others for whom the Supplier is responsible.

11.3 The Supplier shall under no circumstances be liable for loss of production, loss of profit, or any other consequential or indirect damage suffered by the Reseller or any third party.

11.4 The Reseller, for its part, undertakes to ensure that it maintains the necessary product liability insurance covering the distribution of the Products within the Territory.

11.5 In the event of a recall of a specific Product by the Supplier, the Reseller shall forward the information to the affected end customers. This obligation remains in effect for up to ten years after this Agreement has terminated, regardless of the reason for the termination.

11.6 The Supplier confirms that the Products listed in the applicable product appendix at any given time comply with the markings/certifications specified therein.

11.7 The Reseller shall, together with the Supplier, establish a list of all mandatory regulations for the Territory. The Reseller is obliged to actively keep the list updated with new and/or amended regulations for the Territory, together with a specification of the measures required to comply with them. The list shall be reviewed annually through email correspondence between the Parties.

11.8 The Supplier is responsible for complying with these regulations (testing, documentation, certificates, design principles) or for removing the relevant Product from the Territory.

11.9 Unless otherwise agreed, the Supplier shall pay for mandatory measures and the Reseller for non‑mandatory measures. Each measure shall be discussed and agreed before any costs are incurred.

11.10 The Reseller is responsible for contacts with the necessary authorities unless other arrangements are made.

12 Term of Agreement

12.1 The Agreement enters into force on the day when duly authorized representatives of all Parties have signed the Reseller Agreement and shall thereafter remain in effect for three (3) years, with a notice period of three (3) months. If the Agreement is not terminated by written notice no later than three (3) months before its expiry, it shall automatically be extended for one (1) year at a time, with the same notice period of three (3) months.

13 Right of the Parties to Early Termination

13.1 A Party may, in the following situations, immediately terminate the Agreement by giving written notice to the other Party:

1. a) if a material breach of contract exists and the breaching Party has not remedied the breach within ten (10) days from receiving written notice of the breach from the other Party;
2. b) if a Party suspends its payments, is declared bankrupt, enters into composition negotiations without bankruptcy, goes into liquidation, or is otherwise deemed to be insolvent;
3. c) if the Reseller’s ownership structure or the orientation of its business undergoes a material change, or if the Reseller’s business, in whole or in any material part, is transferred.

13.2 Upon termination of the Agreement under this clause, the defaulting Party shall compensate the other Party for the direct damage incurred. The defaulting Party shall bear no liability for the other Party’s indirect damages, including but not limited to loss of profit, loss of business opportunities, or loss of goodwill, arising from the breach of contract or other events related to this Agreement.

13.3 If the Agreement has been terminated due to a material breach of any of the provisions set out in clause 4.5, the Reseller shall pay liquidated damages to the Supplier in an amount corresponding to ten price base amounts (based on the applicable price base amount at the time the claim is made). For the avoidance of doubt, payment of such liquidated damages shall not prevent the Supplier from claiming compensation exceeding the liquidated damages if the Supplier can demonstrate that the damage amounts to such higher sum.

14 Return of Materials, etc.

14.1 Upon termination of the Agreement, all marketing materials and, where applicable, any remaining stock held by the Reseller shall be returned to the Supplier at the Reseller’s own cost and risk. If the Reseller does not return the marketing materials and/or remaining Products within a reasonable time, the Supplier shall be entitled to (i) ensure, at the Reseller’s cost, that the materials/Products are returned in accordance with the above, and (ii) receive a delay fee of SEK 50,000 for each commenced week of delay until the return has been completed.

15 Assignment

The Reseller shall not, without the Supplier’s written consent, assign or pledge its rights or obligations under this Agreement, in whole or in part, to any third party.

16 Force Majeure

16.1 A Party shall be released from liability for failure to fulfil an obligation under this Agreement if the failure is due to circumstances beyond the Party’s control and which prevent the performance of the obligation (“force majeure event”). Circumstances considered force majeure include war, fire, flooding, epidemic, pandemic, strike, interruption of public communications, interruption of public energy supply, and comparable events.

16.2 If a Party wishes to invoke force majeure, that Party shall immediately notify the other Party of when the event began and when it ended. If the Party fails to provide such notice, the Party shall not be released from liability for failure to fulfil an obligation, even if the failure is due to force majeure.

16.3 The time for fulfilling the relevant obligations shall be extended by the duration of the force majeure event. Notwithstanding the above regarding release from liability, either Party shall have the right to terminate the Agreement with immediate effect if the performance of an obligation is delayed by more than three (3) months. No compensation for damages shall be payable upon termination of the Agreement in accordance with this clause.

17 Notices

17.1 All notices under this Agreement shall be delivered in person, by courier, by registered mail, by email, or by SMS to the Parties’ stated contact details in the Reseller Agreement, or to such contact details as later amended.

17.2 The notice shall be deemed to have been received by the recipient (i) upon delivery, if delivered in person; (ii) two (2) business days after being handed over for courier delivery, if sent with a reputable courier service (with delivery confirmation obtained); (iii) five (5) business days after being handed over for postal delivery, if sent as a registered letter to the recipient’s address; and (iv) if sent by email: at the earlier of a) the day after a delivery receipt has been obtained, or b) upon receipt of confirmation that the email has reached the recipient (e.g., through an email from the recipient confirming receipt or a read receipt, which the recipient shall send without delay).

18 Amendments and Changes

18.1 Amendments and additions to this Agreement shall be made in writing and signed by all affected Parties in order to be valid, except for adjustments made in accordance with this Agreement (e.g., the Supplier’s right to amend the Price List, the Product Appendix, and the General Terms and Conditions).

19 Applicable Law

19.1 This Agreement shall be governed by, interpreted, and performed in accordance with Swedish law.