General Terms and Conditions of Sale

1. Scope, application and priority 

1.1  These General Terms and Conditions of Sale (the “Terms”) apply to all quotations, order acknowledgements, sales and deliveries by PiezoMotor Uppsala AB (“PiezoMotor”) to a customer acting for purposes relating to its trade, business or profession (the “Customer”). PiezoMotor and the Customer are each a “Party” and together the “Parties”. 

1.2  These Terms apply to motors, drives, controllers, accessories, spare parts, evaluation kits, software or firmware, documentation, engineering services and other items supplied by PiezoMotor (collectively, the “Products”). 

1.3  The following order of priority applies in the event of conflict: (a) a separate agreement signed by authorised representatives of both Parties; (b) PiezoMotor’s order acknowledgement; (c) PiezoMotor’s quotation; (d) these Terms; and (e) the Customer’s purchase order, excluding any standard or pre-printed purchasing terms contained in or referred to by it. 

1.4  Any terms proposed by the Customer apply only if PiezoMotor expressly accepts them in a document signed by an authorised representative. Performance, delivery, silence or acknowledgement of a purchase order does not constitute acceptance of the Customer’s terms. 

1.5  These Terms may be updated from time to time. The version referenced in PiezoMotor’s quotation or order acknowledgement applies to the relevant Purchase Contract. A later version does not retrospectively amend an existing Purchase Contract unless agreed in writing. 

2. Quotations, orders and contract formation 

2.1  A quotation is valid for the period stated in it and may be withdrawn before acceptance unless it expressly states that it is irrevocable. Product availability, lead times and capacity remain subject to PiezoMotor’s written order acknowledgement. 

2.2  A purchase order submitted by the Customer constitutes an offer to purchase. A binding contract for the relevant Products (a “Purchase Contract”) is formed only when PiezoMotor issues a written order acknowledgement or, if no acknowledgement is issued, when PiezoMotor dispatches the Products. 

2.3  The Customer shall ensure that every purchase order contains accurate Product numbers, quantities, requested dates, delivery address, billing information, end-use information when requested, and any other agreed requirements. PiezoMotor is not responsible for delays or costs caused by incomplete or inaccurate information. 

2.4  No change, cancellation or addition is binding unless accepted by PiezoMotor in writing. Typographical, clerical or calculation errors in a quotation, acknowledgement, invoice or other communication may be corrected by PiezoMotor without liability, provided that the Customer may reject a material correction made after contract formation before production or procurement has started. 

3. Forecasts, framework orders and scheduled deliveries 

3.1  Where recurring or scheduled deliveries are contemplated, the Customer shall provide a rolling forecast for the period stated in the quotation, framework agreement or order acknowledgement. Unless otherwise agreed, the forecast shall cover twelve months and be updated monthly. 

3.2  Unless otherwise agreed in writing, the first three months of an agreed delivery schedule constitute the “Firm Period” and shall be covered by valid purchase orders. Quantities and delivery dates within the Firm Period are binding. Forecasts outside the Firm Period are for planning purposes only and do not constitute a purchase commitment or a capacity reservation. 

3.3  PiezoMotor may purchase materials and reserve capacity in reasonable reliance on a forecast. If the Customer materially reduces a forecast after PiezoMotor has, at the Customer’s request or with its knowledge, made non-cancellable commitments, the Customer shall reimburse PiezoMotor for reasonable and documented costs that cannot be avoided or redeployed. 

3.4  A framework agreement does not itself oblige PiezoMotor to deliver or the Customer to purchase any quantity unless it expressly states a minimum purchase commitment or is supplemented by a Purchase Contract. 

4. Customer-requested changes, cancellation and rescheduling 

4.1  A confirmed order or delivery within the Firm Period may be cancelled, postponed, accelerated or otherwise changed only with PiezoMotor’s prior written approval. PiezoMotor may withhold approval where the requested change would adversely affect production, material availability, other customers or logistics. 

4.2  PiezoMotor may condition approval on payment of reasonable costs already incurred, including engineering work, purchased or committed materials, work in progress, completed Products, supplier cancellation charges, requalification, repackaging, expedited freight and storage. 

4.3  Unless otherwise agreed in writing, a confirmed delivery may be postponed only once and by no more than sixty days. Products completed by the originally confirmed delivery date may be invoiced on that date and stored at the Customer’s risk and expense. 

4.4  Custom, modified, configured or Customer-specific Products, and Products identified as non-cancellable and non-returnable (“NCNR”), may not be cancelled or returned after order acknowledgement. The Customer remains liable for the full agreed price, less costs demonstrably avoided by PiezoMotor. 

5. Product information, specifications and changes 

5.1  The Products shall materially conform to the specifications expressly identified in the applicable quotation or order acknowledgement. If no specification is expressly identified, PiezoMotor’s current published data sheet for the relevant Product at the date of order acknowledgement applies. 

5.2  Catalogues, website content, drawings, illustrations, samples, simulations, performance estimates and application advice are informative unless expressly incorporated into the Purchase Contract. Performance in the Customer’s system may depend on integration, load, drive electronics, control strategy, duty cycle, environment and other conditions outside PiezoMotor’s control. 

5.3  PiezoMotor may make changes to a Product, manufacturing method, component source or software that do not materially impair the Product’s agreed form, fit or function. Material changes affecting an agreed specification shall be communicated and require the Customer’s approval where required by the Purchase Contract. 

5.4  Any additional or changed requirement requested after contract formation, including documentation, testing, inspection, certification, traceability, packaging or regulatory requirements, may result in revised price and delivery time. 

6. Prices, taxes and charges 

6.1  Prices are stated in the currency shown in the quotation or order acknowledgement and exclude value added tax, sales tax, withholding tax, customs duties, import charges, freight, insurance, bank charges and similar amounts unless expressly stated otherwise. 

6.2  The Customer is responsible for taxes, duties and charges arising from the sale, import or use of the Products, other than taxes imposed on PiezoMotor’s net income. If PiezoMotor is required to pay an amount for which the Customer is responsible, the Customer shall reimburse PiezoMotor upon invoice. 

6.3  Prices for a confirmed Purchase Contract are fixed unless the Purchase Contract provides for indexation, pass-through of specified external costs, a Customer-requested change or another price-adjustment mechanism. PiezoMotor may revise prices for future orders and for forecast quantities not yet covered by a Purchase Contract. 

6.4  Where withholding is required by law, the Customer shall provide official evidence of payment and, to the extent legally permissible, gross up the payment so that PiezoMotor receives the invoiced amount. 

7. Payment and credit 

7.1  Unless credit has been approved in writing, payment is due in advance. Where credit is approved, invoices are payable within thirty days from the invoice date without set-off, counterclaim or deduction, except for an undisputed or finally adjudicated claim. 

7.2  Late payment bears interest from the due date at the rate applicable under the Swedish Interest Act (1975:635), together with reasonable collection costs and statutory fees. PiezoMotor may suspend performance, withhold delivery, revoke credit or require security if payment is late or if the Customer’s creditworthiness reasonably gives cause for concern. 

7.3  A payment is made when cleared funds are received in PiezoMotor’s nominated account. The Customer shall promptly notify PiezoMotor of any good-faith invoice dispute and pay the undisputed portion on time. 

8. Delivery, risk and title 

8.1  Unless otherwise stated in the order acknowledgement, delivery is FCA PiezoMotor Uppsala AB, Stålgatan 14, 754 50 Uppsala, Sweden, Incoterms® 2020. Risk passes in accordance with that rule. PiezoMotor may arrange transport as the Customer’s agent at the Customer’s cost and risk. 

8.2  PiezoMotor may make partial deliveries and invoice them separately, provided that this does not materially prejudice the Customer. The Customer shall provide timely shipping instructions and accept delivery when the Products are ready. 

8.3  If dispatch or receipt is delayed for reasons attributable to the Customer, delivery is deemed completed when PiezoMotor notifies the Customer that the Products are ready. PiezoMotor may invoice the Products and charge reasonable storage, handling, insurance and redelivery costs. Risk passes to the Customer upon that notice. 

8.4  To the extent legally effective in the destination jurisdiction, title remains with PiezoMotor until it has received full payment for the relevant Products. The Customer shall keep such Products identifiable and shall not create security over them. Risk is not affected by this reservation of title. 

9. Delivery dates and delay 

9.1  Delivery dates are estimates unless expressly confirmed as fixed in the order acknowledgement. A delivery time begins only when the Purchase Contract is formed and all required technical, commercial, export-control and payment information has been received. 

9.2  PiezoMotor shall notify the Customer without undue delay after becoming aware of a material expected delay and shall use commercially reasonable efforts to mitigate it. An updated estimate does not constitute an admission of liability. 

9.3  If PiezoMotor is solely responsible for a material delay exceeding thirty days after a fixed delivery date, the Customer may give written notice requiring delivery within a reasonable final period of at least fifteen business days. If delivery is not made within that period, the Customer may terminate only the materially delayed and undelivered portion of the Purchase Contract. 

9.4  Termination under clause 9.3 is the Customer’s exclusive remedy for delay, except in cases of wilful misconduct, gross negligence or where mandatory law provides otherwise. PiezoMotor is not liable for delay caused by the Customer, a carrier selected by the Customer, force majeure or compliance with law. 

10. Inspection, acceptance and claims 

10.1  The Customer shall inspect each delivery promptly. Visible transport damage, shortage, incorrect Product or other apparent non-conformity shall be documented and notified in writing within five business days after delivery. Transport damage shall also be reported to the carrier in accordance with the applicable transport document. 

10.2  A latent defect that could not reasonably have been discovered during initial inspection shall be notified without undue delay after discovery and within the applicable warranty period. Failure to give timely notice may reduce or extinguish a claim to the extent PiezoMotor is prejudiced by the delay. 

10.3  Use, integration or resale of Products does not waive a properly notified latent-defect claim, but the Customer shall stop using a Product where continued use could cause damage, create a safety risk or impede failure analysis. 

11. Limited B2B warranty 

11.1  PiezoMotor warrants that, for twelve months from delivery, newly manufactured Products will be free from material defects in materials and workmanship and will materially conform to the specification applicable under clause 5. This limited warranty is provided only to the original Customer and is not transferable without PiezoMotor’s written approval. 

11.2  The warranty does not cover: (a) normal wear or consumption; (b) improper storage, handling, installation, integration, maintenance or use; (c) operation outside the specification or stated environmental, electrical, mechanical, load, duty-cycle or lifetime limits; (d) unsuitable drive electronics, cabling, control software or power supply not supplied or approved by PiezoMotor; (e) ESD, contamination, liquid ingress, corrosion, impact or external force; (f) modification, disassembly or repair not authorised by PiezoMotor; (g) defects caused by Customer designs, instructions or materials; or (h) prototypes and evaluation units supplied “as is”, where expressly stated. 

11.3  For a valid warranty claim, PiezoMotor will, at its option, repair or replace the defective Product, or credit or refund the price paid for it. These remedies are exclusive. Repaired or replacement Products are warranted for the remainder of the original period or three months from return to the Customer, whichever is longer. 

11.4  Except for the express warranty in this clause, and to the maximum extent permitted by law, PiezoMotor excludes all other warranties, conditions and representations, whether express, implied or statutory, including merchantability, satisfactory quality, fitness for a particular purpose and non-infringement. PiezoMotor does not warrant the performance, regulatory status or safety of the Customer’s complete system. 

12. Returns and failure analysis 

12.1  No Product may be returned without PiezoMotor’s prior written return material authorisation (“RMA”). The Customer shall provide Product and serial numbers, failure description, operating conditions, logs and other information reasonably required for evaluation. 

12.2  Unless PiezoMotor agrees otherwise, the Customer bears the cost and risk of returning a Product. If the claim is accepted under warranty, PiezoMotor will bear reasonable return shipment costs for the repaired or replacement Product. If no covered defect is found, PiezoMotor may charge reasonable inspection, testing, handling and return-freight costs. 

12.3  A failure analysis is based on available evidence and does not constitute an admission of liability. Destructive analysis requires the Customer’s consent where the Product cannot reasonably be evaluated otherwise. 

13. Customer integration and regulated applications 

13.1  The Customer is responsible for selecting Products suitable for its intended use and for the design, integration, testing, validation, risk management, regulatory approval, manufacture, operation and safety of the Customer’s product or system. 

13.2  Unless PiezoMotor expressly agrees otherwise in writing, Products are not designed, certified or authorised for use as a fail-safe component or in an application where failure could reasonably cause death, personal injury, serious environmental harm or major property damage. The Customer shall implement appropriate safeguards, redundancy, diagnostics and maintenance. 

13.3  Compliance statements or certificates supplied by PiezoMotor apply only to the identified Product and do not establish compliance of the Customer’s complete system. The Customer is responsible for system-level electromagnetic compatibility, electrical safety, machinery safety, medical-device compliance and other applicable requirements. 

13.4  The Customer shall not remove or obscure serial numbers, safety information or traceability markings and shall maintain records reasonably necessary for product-safety communication and traceability. 

14. Intellectual property, technical information and software 

14.1  Each Party retains ownership of intellectual property, know-how, data, materials and technology owned or developed independently of the Purchase Contract (“Background IP”). No ownership transfers except as expressly agreed in writing. 

14.2  PiezoMotor retains all rights in the Products, their design and manufacture, drawings, documentation, software, firmware, tools, processes, test methods, know-how and improvements to PiezoMotor technology. The Customer retains all rights in its own products, system architecture, application and Customer-provided materials. 

14.3  Unless a separate development agreement states otherwise, payment for engineering or customisation does not transfer ownership of PiezoMotor Background IP, platform technology, manufacturing know-how or generally applicable improvements. 

14.4  Software and firmware are licensed, not sold. PiezoMotor grants the Customer a non-exclusive, non-transferable licence to use embedded software solely with the Product in which it is supplied. The Customer may transfer that licence only together with the relevant Product as incorporated into the Customer’s system. 

14.5  Except to the extent expressly permitted by mandatory law, the Customer shall not reverse engineer, decompile, disassemble, derive source code from, remove proprietary notices from, or circumvent technical protections in a Product, software or firmware. This restriction does not prohibit ordinary installation, permitted maintenance or system integration in accordance with PiezoMotor documentation. 

14.6  If a Product as supplied by PiezoMotor is finally determined to infringe a third party’s intellectual property right, PiezoMotor may, at its option, obtain a right of use, modify or replace the Product, or accept its return and refund its depreciated purchase price. This clause does not apply to infringement caused by Customer specifications, combinations not supplied by PiezoMotor, modification, or use outside the agreed purpose. 

15. Confidentiality 

15.1  Each Party shall protect non-public commercial, technical and financial information disclosed by the other Party and identified as confidential or reasonably understood to be confidential. Confidential information may be used only to perform or evaluate the business relationship and may be disclosed only to personnel, advisers and subcontractors who need to know and are bound by equivalent obligations. 

15.2  The obligations do not apply to information that the receiving Party can demonstrate is public without breach, lawfully known without restriction, received lawfully from a third party, or independently developed without use of the confidential information. Legally compelled disclosure is permitted after prior notice where lawful. 

15.3  These obligations continue for five years after disclosure. Trade secrets shall be protected for as long as they remain trade secrets under applicable law. A separate non-disclosure agreement prevails in the event of conflict. 

16. Export control, sanctions and end use 

16.1  Each Party shall comply with applicable export-control, customs, sanctions and trade laws. The Customer shall not sell, export, re-export, transfer, divert or use a Product, software, technology or technical information in violation of such laws or applicable licence conditions. 

16.2  The Customer shall, upon reasonable request, provide accurate information regarding destination, end user, end use, intermediaries and ownership or control. PiezoMotor may suspend or refuse a transaction without liability where required for compliance, licensing or a reasonable sanctions or diversion-risk assessment. 

16.3  The Customer shall not use or supply the Products for prohibited nuclear, chemical, biological or missile-related activities, or for a sanctioned destination, entity or person, except where expressly lawful and duly licensed. 

17. Limitation of liability 

17.1  To the maximum extent permitted by law, neither Party is liable for loss of profit, revenue, production, use, contract, business opportunity, goodwill or anticipated savings; loss or corruption of data; cost of substitute equipment; or any indirect, incidental, special, punitive or consequential loss, whether arising in contract, tort, strict liability or otherwise. 

17.2  PiezoMotor is not liable for costs of removing, dismantling, diagnosing, reinstalling, requalifying or recalling the Customer’s product or system, except to the extent expressly accepted in a separate written agreement. 

17.3  PiezoMotor’s aggregate liability arising out of or relating to a Purchase Contract shall not exceed the net price paid or payable for the Products under that Purchase Contract that directly gave rise to the claim. Claims arising from the same or substantially related facts are treated as one claim. 

17.4  The exclusions and limitations do not apply to liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud, wilful misconduct, gross negligence where applicable, or mandatory product liability. Payment obligations are not limited by this clause. 

18. Customer indemnity 

18.1  The Customer shall defend, indemnify and hold PiezoMotor harmless from third-party claims to the extent arising from: (a) the Customer’s system design, integration, instructions or materials; (b) use outside the agreed specification or contrary to PiezoMotor documentation; (c) modification or combination not supplied or approved by PiezoMotor; (d) breach of clause 13 or 16; or (e) infringement caused by Customer-provided specifications or materials. 

18.2  The indemnity is conditional on prompt notice, reasonable cooperation and the Customer having control of the defence and settlement, provided that no settlement may admit fault by, impose a non-monetary obligation on, or fail to release PiezoMotor without its prior written consent. 

19. Product safety and corrective action 

19.1  Each Party shall promptly inform the other of a suspected safety issue or regulatory non-compliance relating to the Products. The Customer shall provide traceability and field information reasonably required to assess the issue. 

19.2  The Parties shall cooperate in good faith on any necessary corrective action. Allocation of costs shall reflect responsibility for the underlying cause. The Customer shall not issue a public statement naming PiezoMotor or commence a Product-related field action, except where urgently required by law or safety, without first consulting PiezoMotor where reasonably practicable. 

20. Force majeure 

20.1  A Party is not liable for delay or non-performance, other than payment for Products already delivered, caused by an event beyond its reasonable control that could not reasonably have been prevented or overcome. Such events may include natural disaster, fire, epidemic, pandemic, war, terrorism, civil disturbance, government action, sanctions, export or import restriction, cyberattack, labour dispute, energy or transport disruption, shortage of critical materials or components, or supplier failure caused by such an event. 

20.2  The affected Party shall notify the other Party, use commercially reasonable efforts to mitigate the effect and resume performance. Obligations are suspended to the extent affected, and delivery times are extended accordingly. 

20.3  If the event continues for more than ninety consecutive days and materially prevents performance, either Party may terminate the affected and unperformed portion of the Purchase Contract by written notice, without liability other than amounts accrued and reasonable costs for completed Products, work in progress and non-cancellable commitments made before termination. 

21. Suspension and termination 

21.1  PiezoMotor may suspend performance or terminate an affected Purchase Contract by written notice if the Customer materially breaches it and fails to remedy the breach within fifteen business days after notice, becomes insolvent or subject to analogous proceedings, repeatedly pays late, or causes a material legal, sanctions, safety or reputational compliance risk. 

21.2  On termination, all accrued amounts become immediately due. The Customer shall pay for delivered and completed Products, work in progress, committed materials and reasonable demobilisation or cancellation costs, except to the extent termination results solely from PiezoMotor’s uncured material breach. 

21.3  Clauses intended by their nature to survive, including payment, warranty limitations, intellectual property, confidentiality, export control, liability, indemnity and dispute resolution, remain effective after termination. 

22. Data protection 

22.1  Each Party shall process business contact information in accordance with applicable data-protection law. PiezoMotor processes personal data as described in its current privacy notice. Unless separately agreed, the Parties act as independent controllers of their respective business contact data. 

23. General provisions 

23.1  Notices relating to breach, termination or legal claims shall be in writing and delivered by courier, registered post or email to the address stated in the Purchase Contract or subsequently notified. Routine operational communications may be sent by email. 

23.2  The Customer may not assign a Purchase Contract without PiezoMotor’s prior written consent. PiezoMotor may assign it to an affiliate or in connection with a merger, reorganisation or transfer of the relevant business, provided this does not materially reduce the Customer’s rights. 

23.3  PiezoMotor may use qualified subcontractors and remains responsible for its contractual obligations. The Parties are independent contractors; nothing creates a partnership, agency, fiduciary relationship or joint venture. 

23.4  A waiver is effective only if in writing and applies only to the specific circumstance. Delay in exercising a right is not a waiver. If a provision is invalid or unenforceable, it shall be adjusted to the minimum extent necessary and the remaining provisions remain effective. 

23.5  The Purchase Contract constitutes the entire agreement concerning its subject matter and supersedes prior discussions and communications on that subject. A modification must be in writing and accepted by authorised representatives, except for operational schedule changes expressly permitted under these Terms. 

23.6  Electronic signatures and counterparts are valid to the extent permitted by law. The English-language version governs. A translation is for convenience only. 

24. Governing law and dispute resolution 

24.1  The Purchase Contract and any non-contractual obligations arising out of or relating to it are governed by the substantive laws of Sweden, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. 

24.2  Any dispute, controversy or claim arising out of or in connection with a Purchase Contract, including its breach, termination or invalidity, shall be finally settled by arbitration administered by the SCC Arbitration Institute. 

24.3  The Rules for Expedited Arbitrations apply unless the SCC determines, taking into account the complexity, amount in dispute and other circumstances, that the Arbitration Rules shall apply. The seat of arbitration is Stockholm, Sweden. The language is English. The tribunal consists of one arbitrator unless the SCC determines otherwise. 

24.4  Nothing prevents a Party from seeking interim or conservatory relief from a competent court or emergency arbitrator, or from bringing an undisputed claim for payment through an available summary debt-collection procedure. 

24.5  The existence of the arbitration, submissions, evidence and award shall be confidential, except to the extent disclosure is required by law, to protect a legal right, or to enforce or challenge an award.