Terms of Sales

GENERAL TERMS AND CONDITIONS
The general terms and conditions contained herein shall apply to all sales of goods made by
Visimind AB (“Visimind”), and are referred to by Visimind in all its quotations and order
acknowledgements. Visimind’s acceptance of any purchase order from a buyer (“Buyer”) is
conditioned upon the Buyer’s acceptance of the terms and conditions set out herein, and Visimind
will not accept any deviating terms and conditions unless to the extent such acceptance is made
explicitly and in writing.

1 SALE OF GOODS AND NON-CANCELLATION

1.1 Any offer or quotation made by Visimind is non-binding and is made solely for the purpose
of enabling the Buyer to make a purchase order. A sale of goods occurs when Visimind
accepts a purchase order issued by the Buyer, and such acceptance is usually made in the
form of an acknowledgement of the purchase order made by the Buyer.
1.2 The sale of goods concerns the number of items and the type of goods set out in Visimind’s
non-binding offer or quotation to the Buyer, unless if the number of items and/or the type
of goods have been amended thereafter in the Buyer’s purchase order and if Visimind has
accepted the Buyer’s purchase order.
1.3 Visimind’s offer or quotation to the Buyer may contain specific terms and conditions that
shall apply even if such specific terms and conditions have not been repeated in the Buyer’s
purchase order or in Visimind’s acceptance of the purchase order. If such specific terms
and conditions have not been repeated in the Buyer’s purchase order, a sale of goods occurs
even if Visimind repeats the specific terms in its acceptance, i.e. that it is not required that
the Buyer accepts such repetition.
1.4 Once a sale of goods has occurred, the Buyer will not be entitled to cancel its purchase of
goods from Visimind unless such a right has been granted under section 6 below as a
remedy for delayed delivery.
1.5 Should the Buyer cancel its purchase of goods, or part thereof, without being entitled
thereto, the Buyer will still be obliged to pay the purchase price for the number of items
and the type of goods affected by the cancellation.
1.6 Should the Buyer cancel its purchase of goods, or part thereof, without being entitled
thereto, the affected items will be made available EXW (Incoterms 2020), at Visimind’s
storage, in accordance with the applicable delivery schedule, and Visimind will be entitled
to scrap the affected items if the Buyer fails to collect the items at the storage within 14
days from the date on which delivery was due according to the applicable delivery schedule.
In addition to the purchase price, the Buyer will be obliged to compensate any storage costs
or scrapping costs incurred by Visimind after the date on which delivery was due under the
applicable delivery schedule.

2 PURCHASE PRICE, PAYMENT TERMS, RETENTION OF TITLE

2.1 The Buyer shall pay to Visimind the purchase price set out in Visimind’s offer or in the
purchase order accepted by Visimind if the accepted purchase order contains a different
purchase price. Should no purchase price have been agreed, article 45 of the Swedish Sales
of Goods Act shall apply.
2.2 The purchase price is the net price for the purchase goods, and excludes costs for value
added tax, other taxes and duties, transportation costs and transport insurance costs. Such
costs are to be paid in addition to the purchase price unless otherwise has been agreed in
connection with the offer-order-acknowledgment procedure.
2.3 Unless otherwise agreed in connection with the offer-order-acknowledgment procedure,
payment of the purchase price, and any additional costs, shall be made within net thirty
(30) days from the date of the invoice issued by Visimind.
2.4 Visimind reserves the right to cancel the sale of goods and to repossess delivered goods if
the Buyer does not pay the purchase price for any purchased item by the due date.

3 DELIVERY TERMS, TIME FOR DELIVERY

3.1 Unless otherwise agreed in connection with the offer-order-acknowledgement procedure,
delivery of the purchased goods shall be made EXW (Incoterms 2020), at Visimind’s
storage, Industrivägen 7, 171 48 Solna, Sweden
3.2 Delivery shall be made by the date set out in Visimind’s offer or in the purchase order
accepted by Visimind if the accepted purchase order contains a different delivery date.
Should no delivery date be set out in the offer or in an accepted purchase order, the goods
shall be delivered as soon as reasonably possible having regard to the capacity of subsuppliers and Visimind’s own capacity.
3.3 Should the sale of goods concern quantities to be delivered in successively over a certain
period of time, each delivery shall be made in accordance with the delivery schedule agreed
between the parties. Should no such agreement have been made, each delivery shall be
within reasonable time, from the Buyer’s delivery order, having regard to the capacity of
sub-suppliers and Visimind’s own capacity.

4 CONFORMITY OF THE GOODS

4.1 The goods purchased by the Buyer shall at the time of delivery, and for a period of twelve
(12) months thereafter, conform to the specifications set out on Visimind’s web-site, or
otherwise provided by Visimind, and be free from defects in materials and workmanship.
4.2 The Buyer will not be entitled to expect any other quality than as described above, and will
not therefore be entitled to rely on any other explicit or implicit statements regarding the
quality of the goods or on any other quality standards set out in applicable sales of goods
laws, such as expressed or implied standards or warranties of merchantability and fitness
for a particular purpose.
4.3 Visimind will have no liability for non-conforming goods if the non-conformity is due to
the Buyer, for example if the goods have been modified or altered by the Buyer, if the goods
have not been maintained or used as recommended by Visimind in its supplied manuals or
otherwise or if the goods have been treated with abuse or negligence.

5 NOTICE OF NON-CONFORMITY, REMEDIES

5.1 The Buyer loses the right to rely on a lack of conformity if the Buyer does not provide to
Visimind a written notice of the non-conformity within seven (7) calendar days from the
date on which the non-conformity was discovered or should have been discovered, and
Visimind’s liability in respect of non-conforming goods will in any event cease if no such
notice has been provided within twelve (12) months from the delivery date.
5.2 Should the Buyer duly notify Visimind about non-conforming goods, Visimind shall, at its
option, either repair the goods, replace the goods or refund the purchase price paid by the
Buyer for the goods. These remedies are the sole and exclusive remedies available to the
Buyer in case of non-conforming goods, and Visimind will be entitled to decide whether
the non-confirming goods shall be repaired, replaced, or refunded.
5.3 For the avoidance of doubt, Visimind will under no circumstances be liable to compensate
any losses and damages incurred by the Buyer because of the goods being non-conforming.
This limitation applies regardless of whether Visimind has been gross negligent or worse.
5.4 The obligation to repair, replace or refund non-confirming goods presumes that the Buyer
returns the non-conforming goods to Visimind. Any such return of the goods must be made
in accordance with Visimind’s product return policies, and shall be returned, transport
prepaid, in original boxes and packaging material unless otherwise instructed by Visimind.

6 REMEDIES FOR LATE DELIVERY

6.1 If there is delay in delivery of goods, the Buyer will be entitled to claim delivery or to
cancel the purchase as further elaborated below.
6.2 Should delivery be delayed and should the Buyer in connection with such delay notify
Visimind in writing about the delay, and therewith claim delivery, the Buyer shall be
entitled to cancel its purchase of goods in respect of the delayed items if Visimind fails to
make delivery within thirty (30) days from such notice.
6.3 The aforesaid remedies are the sole and exclusive remedies available to the Buyer in case
of delayed delivery of goods.
6.4 For the avoidance of doubt, Visimind will under no circumstances be liable to compensate
any losses and damages incurred by the Buyer because of delayed delivery of the goods.
This limitation applies regardless of whether Visimind has been gross negligent or worse.

7 SOFTWARE LICENSE

7.1 The goods purchased by the Buyer contains software that is the intellectual property of
Visimind and/or third-party suppliers. The Buyer does not by the purchasing the goods
acquire ownership to such software, but solely a license to use the software. The acquired
license to use the software is limited to usage of the goods for its manufactured purpose,
and during the lifetime of the purchased goods. The Buyer will not be entitled to use the
software for other purposes or to sub-license the software for any such usage.
7.2 The Buyer shall not, and shall not permit any third party to, modify, disassemble,
decompile, reverse engineer, rent, lease, loan, transfer, or make copies of the software
included in the goods, unless to the extent that such activities may not be prohibited under
applicable law.
7.3 The license to use the software in connection with usage of the goods will be subject to the
further terms and conditions, including limitations, that are supplied together with the
goods when they are delivered. The terms and conditions pertaining to software license(s)
are also available at Visimind’s website, www.visimind.com
7.4 The Buyer undertakes to ensure that its customers, including any third party purchasing the
goods from the Buyer, will abide by the terms and conditions set out or referred to above
relating to software.

8 RESALES

8.1 The Buyer will not be entitled without prior written approval from Visimind to resell the
purchase goods to any third party.

9 LIMITATIONS OF LIABILITY

9.1 Visimind will under no circumstances be liable to compensate any losses or damages
incurred by the Buyer because of non-conforming goods or delayed delivery of goods.
9.2 Visimind will under no circumstances be responsible for any personal injury or damage to
property incurred in connection with any usage of the purchased goods.
9.3 Should the above limitations of liability be deemed unfair under article 36 of the Swedish
Contracts Act, Visimind’s liability shall require gross negligence or willful misconduct and
be limited to fifteen (15) percent of the purchase price in respect of the goods causing a
claim for damages, and Visimind shall not be liable to compensate any indirect or
consequential losses or damages.
9.4 Visimind shall be excised from non-performance if such non-performance is due to force
majeure events, such as acts of God, war, riots, export or import restrictions, sanctions,
shortages of materials or any other circumstances beyond the reasonable control of
Visimind.

10 NON-DISCLOSURE

10.1 Except as required by law, neither party shall use (except for purposes connected with the
performance of its obligations hereunder), divulge or communicate to any third party any
information about the other party or the products manufactured and/or sold by the other
party, except information which enters the public domain without breach of this
confidentiality undertaking.

11 CHOICE OF LAW, RESOLUTION OF DISPUTES

11.1 This contract shall be governed by Swedish law.
11.2 Any dispute, controversy or claim arising out of or in connection with the sale of goods, or
the breach, termination or invalidity thereof, shall be subject to the jurisdiction of Swedish
courts, with the Stockholm district court being the court of first instance.