Terms of service

Last Updated: April 6, 2022

1 GENERAL

1.1 These Terms of Service (“Terms”) apply to all Development Projects and custom made products developed, produced and delivered to you through Development Projects (“Products”) by Gapwaves (publ) registration number 556840-2829, a corporation organized under the laws of the Sweden, with its head office located at: Nellickevägen 22, SE-412 63 Gothenburg, Sweden (“us”, “we”, “our”), to the purchaser (“you”, “your”) (each a “Party” and collectively the “Parties”).

1.2 Development Projects are sold either at fixed price or current account, as specified in an Order Confirmation.

1.3 These Terms are only applicable to business to business relationships. These Terms are not applicable to sale to consumers (i.e., purchases outside the scope of your business).

1.4 By placing an Order, you agree to these Terms.

1.5 Please contact sales@gapwaves.com if you have any further questions.

2 DEFINITIONS

2.1 In these Terms:

“Background Knowledge” shall mean all IP, information and knowledge (including data and know-how), independently developed or acquired by us outside of these Terms or the ordered Development Project.

“Development Project” shall mean a project under which you have purchased engineering and design work (NRE) from us, and thereto related services, under which we develop, produce and deliver to you custom made Products, in accordance with the agreed Specifications, and Other Deliverables (if explicitly agreed upon).

“IP” shall mean all forms of intellectual property, including, without limitation, property in and rights under copyright, patents, conceptual solutions, circuit layout rights, performance rights, design rights, designs, drawings, database rights, trade names, trademarks, service marks, methodologies, ideas, processes, methods, tools and know-how and entitlement to make application for formal or otherwise enhanced rights of any such nature.

“Other Deliverables” shall mean e.g. simulations, measurement reports and/or other reports related to the Products.

“Specifications” shall mean the documentation agreed by the Parties, describing the Product(s) in terms of e.g. material, performance, content, functions and other characteristics.

2.2 Other capitalised words and expressions have in these Terms the respective meaning ascribed to them elsewhere in these Terms.

3 THE PARTIES UNDERTAKINGS

3.1 We shall assign personnel of appropriate qualification and experience to perform and fulfil our obligations under these Terms. We shall perform Development Projects in a workmanlike manner with professional diligence and skill and in accordance with these Terms.

3.2 You shall continuously and upon our request review documents, make necessary decisions and provide us with information, which is necessary for us to be able to fulfil our undertakings under these Terms and perform ordered Development Project.

4 ORDERS

4.1 You purchase a Development Project from us by placing written orders to sales@gapwaves.com, in which relevant Development Project, including proposed Specifications, prices and delivery timescales, shall be specified (“Order”).

4.2 You should take care to ensure that all information that you provide when placing your Order is up to date, accurate and sufficient for us to fulfil and confirm your Order.

4.3 By placing an Order, you represent that you have legal capacity to enter a contract.

4.4 For an Order to become binding towards us, it must be accepted by us through written confirmation (“Order Confirmation”). You may receive an automatic e-mail acknowledgement of your order. This does not constitute an Order Confirmation of your Order. If we do not accept a placed Order within 15 days, a placed Order shall be considered rejected. We may reject placed Orders in our sole discretion.

4.5 Based on an accepted Order, we shall carry out the Development Project in accordance with these Terms.

4.6 During the continuance of the Development Project, you are entitled to request variations in the agreed Specifications (and thereby Products to be developed) by submitting a request of such to us in writing (“Variation Order”). We will within a reasonable period of time respond to such Variation Order in writing, outlining whether the variation can be accepted and the consequences on the price, quality and delivery timescale of the Development Project. Any variation to the Specifications (and/or Development Project overall) must be agreed upon by the Parties in writing.

5 PRICE AND PAYMENT

5.1 Unless otherwise agreed (e.g. by a Variation Order, c.f. Section 4.7), the price for an ordered Development Project shall be set out in the Order Confirmation.

5.2 The price for a Development Project shall be fixed or at current account. If it is not specified whether the price is fixed or at current account, and if no other agreement has been made between the Parties regarding such, the price for the Development Project shall be calculated on current account according to our at each time applicable price list.

5.3 All prices are exclusive of, and you shall be responsible for, all fees and taxes, including custom duties, importation fees, sales, use, withholding, gross revenue and like taxes, dues and charges assessed or incurred in connection with the provision of the Development Project. If costs according to such fees and taxes are imposed on us, we may invoice you for such costs.

5.4 We reserve the right to at our sole discretion and at any time revise the price of the ordered Development Project to take into account increases in costs, including (without limitation) costs of any materials, carriage, labour or the increase of imposition of any tax, duty or other levy and any variation exchange rates. We will notify you of any price changes (in accordance with this Section 5.4) of the ordered Development Project.

5.5 We will invoice you for Development Projects at fixed price in accordance with payment plans established in the Order Confirmation. Should a payment plan not be established in the Order Confirmation or another document describing the Development Project (agreed by the Parties), we will invoice you the whole cost of Development Project prior to the delivery of the Products.

5.6 We will invoice you monthly in arrears for Development Projects at current account. The amount payable under a monthly invoice shall correspond with the time and costs for the Development Project performed during the previous month, unless otherwise expressly agreed.

5.7 Payment shall be made within 30 days from the date of the invoice.

5.8 If circumstances within your control causes us additional work or additional costs, we will be entitled to obtain compensation from you for such work and/or costs. The compensation shall be calculated in accordance with our at each time applicable price list, or in accordance with the hourly price rate specified in the relevant Order Confirmation.

5.9 Interest on overdue payments will apply as stipulated by the Interest Act (1975:635) (sw. räntelagen).

5.10 Any complaint regarding an invoice shall be in writing and provided to us no later than 10 days after you received the invoice.

6 DELAY, DELIVERY AND RISK

6.1 Delivery timescales/dates specified in an Order Confirmation or any other acknowledgement or elsewhere are estimates only. If we have reason to believe that delivery cannot take place on the estimated time, we will notify you thereof immediately and inform you when delivery may take place. We will aim to deliver the Development Project and Products within a reasonable time.

6.2 Products (including Other Deliverables, when applicable) shall be delivered to a valid address specified by you in an Order (“Delivery Address”). You should check the Delivery Address on any Order Confirmation or other acknowledgement we provide and notify us without delay of errors or omissions in the Delivery Address. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an Order. Changes that you make to the Delivery Address after submitting an Order may cause a delay in the delivery of Products.

6.3 If you during our delivery of Products refuse or fail to take delivery of the Products:

(a) the Products shall nonetheless become your property (however subject to the
provisions of Section 8);

(b) you shall be responsible for all costs relating to the storage of the delivered
Products and any additional costs incurred as a result of such refusal or failure to
take delivery; and

(c) after 30 days from the agreed date for delivery, we shall be entitled to dispose of
the Products and we may charge you for any costs associated with this.

6.4 Where we deliver Products (including Other Deliverables) by instalments, each instalment constitutes a separate contract and any defect in any one or more instalments shall not entitle you to cancel the Order as a whole nor to refuse to accept any subsequent instalment.

6.5 Delivery terms
Prototype project: DAP
Series deliveries: EXW
Save as otherwise provided in these Terms, risk of loss of or damage to the Products (including Other Deliverables) passes to you upon dispatch of the Products.

7 QUALITY OF DELIVERED PRODUCTS

7.1 You shall within 15 days of delivery perform an acceptance review of delivered Products (including Other Deliverables, when applicable), to confirm that they are in satisfactory condition, in accordance with agreed Specifications. In the event no defects in the Products (or Other Deliverables) are noted, you shall immediately provide us with a written confirmation of such. The confirmation shall certify that the Products (including Other Deliverables, when applicable) are approved by you, and that the Development Project thus have been delivered. If you fail to provide a confirmation within the stipulated time limit, or if you use the Products (or Other Deliverables) in any way before providing such a confirmation, they shall then be regarded as approved by you.

7.2 Any defect in delivered Products (or Other Deliverables) discovered during the acceptance review in accordance with Section 7.1 shall be documented and reported immediately to us in writing. We shall then be entitled to rectify the defect within a reasonable time.

7.3 In case of any discovered damage which is likely to have occurred during transport, such damage shall be reported immediately to the freight forwarder and be recorded in the delivery slip. If you fail to make a complaint in accordance with the above, you lose your right to invoke the deviation or damage.

7.4 We shall not be responsible for any damage or losses arising from (i) defective installation of the Products by you; (ii) use of the Products in connection with other defective, unsuitable or defectively installed equipment which has not been supplied by us; (iii) improper use of the Products (or Other Deliverables) or use in any manner inconsistent with the Product’s (or Other Deliverables’) intended use, or the manufacturer’s specifications or instructions; (iv) your negligence in relation to any use of the Products (or Other Deliverables); or (v) normal wear and tear.

7.5 Should any defect arise after the acceptance review according to Section 7.2, and we should be considered responsible for such defect under these Terms, you are then entitled to rectification within reasonable time. In the event that we do not rectify a defect within such time, you are entitled to a reasonable price reduction.

7.6 Your rights under Section 7.5 will (except explicitly agreed otherwise) not apply where:

(a) Products have been repaired or altered by anyone other than us or anyone
appointed by us;

(b) Products have not been returned together with full details in writing of the alleged
defects within 15 days from the date of which the defects were acknowledged;

(c) defects are due (wholly or partially) to mistreatment, improper use, storage,
maintenance or installation, or failure to observe any manufacturers’ instructions
or other directions issued or made available by us in connection with the delivered
Products; or

(d) any other situation as described under Section 7.4.

8 RETENTION OF TITLE

8.1 If we deliver any Products to you without having first received payment, the following Section 8.2 to 8.3 shall apply.

8.2 Title to delivered Products in any Order shall not pass from us to you until payment has been made in full of the price payable in respect of such Order (including any interest or other payments due in respect of those Products). Until payment has been made in full for delivered Products, you shall have possession of those Products as our agent and shall store the Products in such a way as to enable them to be readily identified as our property, and keep proper and accurate records to enable us to distinguish Products for which payment has been made in full from those Products for which payment is outstanding.

8.3 We reserve the right to repossess any Products in respect of which payment is overdue, declined or lapses and thereafter to re-sell the same.

9 CONSENTS, CUSTOMS DUTIES & EXPORT

9.1 If any licence or consent is required for your acquisition, delivery or use of the Products (including Other Deliverables), you shall obtain such licence or consent at your own expense and if necessary produce evidence of having done so to us. Where you have failed to do so you shall not be entitled to withhold or delay payment. Any additional expenses or charges incurred by us resulting from your failure to obtain any necessary licence or consent shall be compensated by you.

9.2 Products sold to you under these Terms may be subject to export control laws and regulations in your country or in the country from which they are to be shipped, delivered or used. You are responsible for complying with any such laws.

9.3 Where Products over a certain value are shipped from outside the European Economic Area (EEA) (for example where their value is deemed to be in excess of your personal import allowance), you may be subject to customs charges, import duties and taxes, levied when the Product reaches your specified destination. Any such additional charges for customs clearance or import duties or taxes must be met by you. You should contact your local customs office for further information on customs policies or duties.

9.4 You are hereby informed and expressly acknowledge that the Products you purchase from us may be subject to control of the EU in case of export from the EU to a third country.

10 ERRORS, INACCURACIES AND OMISSIONS

10.1 Occasionally there may be information in our quotations or Order Confirmations that contains typographical errors, inaccuracies or omissions that may relate to Specifications, pricing, product shipping charges, transit times and delivery. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or Order Confirmations if any information on any document is inaccurate at any time without prior notice (including after you have submitted your Order).

11 INTELLECTUAL PROPERTY

11.1 These Terms or any Order Confirmation does not authorise you to use our trademarks or company name, unless such use is necessary for you to be able to perform your undertakings under these Terms.

11.2 We shall own all IP and Background Knowledge in, related to and/or developed under any Development Project, including IP in or related to any Product or Other Deliverable. IP developed by you in the course or derivative of purchase of Products or otherwise in relation to the Development Project, will be owned by us if not otherwise agreed between the Parties or stated in these terms.

11.3 We shall own all IP related to the complete design of the Products, including drawings and CAD. You are, however, granted the sole and exclusive right to use the specific design developed for the Product, and we will not license the same specific design to any third party. All of our Background Knowledge shall furthermore remain as our property.

11.4 You are hereby granted a worldwide, perpetual, irrevocable, non-exclusive and non-transferrable license (without the right to copy, change, transfer or sub-license to third parties) to use our IP and Background Knowledge to the extent necessary for your performance of testing and evaluation of and with the Products (c.f. Section 15.4). In case of volume production of the Products, we have the capabilities to producing and delivering the Products. In the event that you would like to engage other manufacturers for producing Products, you are required to first seek and enter a technology license agreement with us in order to be granted such right.

11.5 You shall immediately notify us in writing if a third party makes any claims against you on the grounds that a Product, Other Deliverables or thereto related IP infringes a third party’s IP. You are under the obligation to handle all such claims in accordance with our instructions and we are not liable for any infringement if you breach this obligation.

11.6 If infringement is deemed to exist, or if it is our own assessment that such infringement is likely to exist, we shall at our own expense and at our own will, either (i) ensure your right to continue using the Product or Other Deliverable in question, or (ii) modify the Product or Other Deliverable to ensure that no infringement occurs.

11.7 You shall be liable for any infringements or alleged infringements of any third party’s IP if (i) the Product(s) is used in a manner which deviates from what has been agreed upon, or which we could have anticipated, or (ii) if you have modified the Product(s), and, you shall indemnify and hold us harmless from any claim, indictment or other legal proceeding arising out of an actual or alleged infringement of the Product(s) and for any loss, damage and expense (including costs related to legal advice and administrative work) caused by or relating thereto.

12 INFORMATION

12.1 To the extent agreed, we will share the following data related to the Product with you:

(a) Electrical Measurement Data, i.e. field- and/or near field data, in a file format
decided in our sole discretion, typically as .txt- or .ffs files;

(b) Mechanical Measurement Data, i.e. measurements and/or validation of selected
points, in a file format decided in our sole discretion;

(c) Electrical Design, i.e. files containing electrical antenna design in a file format
decided in our sole discretion, typically as re-imported step files;

(d) Drawings and CAD, i..e. assembly drawings and CAD attributed to the outer
dimensions of the Product; and

(e) Country of Origin.

12.2 For the avoidance of doubt, we will not share the following information with you:

(a) Mechanical Measurement Data as for full comparison vs drawing requirements or
complete 3D scanning files;

(b) Drawings and CAD showing the inner dimensions of the Product;

13 TOOLING

13.1 We will have ownership to the prototype tooling.

13.2 If serial productions tooling is part of a Development Project, we will also have ownership of such tooling. If specifically agreed between us, you can acquire ownership to serial production tooling, provided that the cost for such tooling is paid upfront and not amortized as part of the price per Product. In case you acquire ownership to serial production tooling, no guarantee as regards the tooling lifespan is provided by us.

13.3 Tooling being inactive for a period of two years will be considered as no longer in use (end-of-life).

14 TERM AND TERMINATION

14.1 Unless otherwise agreed upon or specified in an Order Confirmation, these Terms shall be valid until we have delivered the ordered Development Project and related Product(s) in full. Provisions contained in these Terms that are expressed or by their sense and context are intended to survive the expiration or termination of these Terms shall so survive the expiration or termination and continue in full force and effect.

14.2 If you should enter into liquidation, either voluntary or compulsory, or become insolvent or enter into composition or corporate reorganisation proceedings; or you fail to pay any amount by the due date; or if you should commit or permit a breach or non-performance of material importance for us, and you fail to remedy such breach or non-performance within 30 days of receipt of written notice, we may, in respect of any Development Project not yet completed;

(a) suspend further performance of the Development Project; and/or

(b) stop any Product deliveries (including deliveries of Other Deliverables); and/or

(c) stop any Products (including Other Deliverables) in transit; and/or

(d) by written notice terminate the relevant Order and all or any other contracts
between us and you.

15 WARRANTY AND LIABILITY LIMITATION

15.1 Subject to any express provisions to the contrary set out in these Terms, all terms, conditions, warranties and representations (express or implied by statute, common law or otherwise) are hereby excluded. We make no warranties that delivered Products or Other Deliverables are fit for a particular purpose.

15.2 Our total liability under these Terms, relating to an ordered Development Project (whether for negligence, breach of contract, misrepresentation or otherwise) shall be limited to the price payable for the relevant Development Project.

15.3 In no case shall we be liable for incidental, indirect, or consequential damages; or any loss of income, revenue, profits, contracts, data, goodwill or savings.

15.4 The Products, including Other Deliverables, are solely intended for the performance of testing and evaluation of and with the Products, and may thus not be used in any other way. You may therefore not resell the Products or Other Deliverables to a third party. We shall not be liable for any personal injury or property damage caused by a Product or Other Deliverables. You undertake to enter into and maintain an insurance covering such damages, and, you hereby undertakes to indemnify and hold us harmless if any such damage would occur.

15.5 Our liabilities under these Terms or in connection with the provision of any Development Project, are exclusively and exhaustively regulated herein. The Swedish Sale of Goods Act (Sw. Köplagen (1990:931) shall not apply in this regard.

16 FORCE MAJEURE

16.1 If and to the extent that either Party’s performance of its obligations under these Terms or ordered Development Project is impeded or made unreasonably onerous by circumstances beyond its reasonable control, including, but not limited to, general labour disputes, war, fire, lightning, flood, pandemics, epidemics, quarantine, virus outbreaks, acts of terrorism, amendments to regulations issued by governmental authorities, intervention by governmental authorities, and defects or delays in deliveries by subcontractors caused by any such circumstance as referred to in this Section, such Party shall be released from liability in dam-ages and any other penalties for delay in performing or failure to perform such obligations. The Party wishing to claim relief by reason of any circumstance as referred to in this Section shall without undue delay notify the other Party in writing. If such notice is not provided without undue delay the right to rely on such circumstance is lost. If performance is prevented for more than 3 months as a result of any of the circumstances as referred to in this Section, the Party not affected by force majeure shall be entitled to immediately terminate the ordered Development Project by notice in writing.

17 CONFIDENTIALITY

17.1 All information which is not publically available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to a Party or to any of its business matters, which has been disclosed or may be disclosed to the other Party (the “Receiving Party”) or which the Receiving Party has or may otherwise become aware of in connection with the Development Project (including any prior discussions, negotiations and other communications relating to the Development Project), shall at all times be kept strictly confidential by the Receiving Party and not be used by it for any other purpose than the performance or enforcement of these Terms or an ordered Development Project, nor be disclosed by it to any third party without the prior written consent of the other Party (such consent not to be unreasonably withheld). The Parties’ obligation under this Section shall remain in force for a period ending five years from the date when the ordered Development Project and related Products have been delivered in full to you.

18 NOTICES

18.1 If you wish to contact us for any reason in connection with these Terms you may do so by using email to sales@gapwaves.com.

18.2 All correspondence and notifications pursuant to these Terms shall be in writing and sent to the addresses of the Parties set out in these Terms. Correspondence and notifications shall be deemed to have been duly received (i) on the day of delivery, if delivered personally, (ii) on the next working-day in the place to which it is sent, if sent by email, provided that the recipient has confirmed receipt, (iii) on the second working-day after sending, if sent by reputable overnight courier (with delivery receipt obtained), or (iv) on the fifth working-day after sending, if sent by registered or certified mail (Sw. rekommenderat brev eller rekommenderat brev med mottagningsbevis). Change of address is to be notified as set out in this Section.

19 MISCELLANEOUS

19.1 You may not transfer your rights under these Terms or any ordered Development Project to anyone else without our prior written consent.

19.2 These Terms set out all our obligations in relation to the provision of Development Project(s) to you under any accepted Order. These Terms prevail over any other terms or conditions referred to elsewhere or otherwise implied. We reserve the right to modify these Terms from time to time and any Order will be subject to the Terms that are in place at the time that your order is accepted.

19.3 No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us.

19.4 If a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect.

19.5 We may use or engage subcontractors in our performance of ordered Development Projects. We will on our own account be liable for any engaged subcontractors.

19.6 You shall not use (nor permit use of) the Products other than as contemplated and use it for any illegal or unauthorized purposes. You may not modify, reverse engineer, decompile or decode Products, or permit such things to be done.

20 GOVERNING LAW AND DISPUTE RESOLUTION

20.1 These Terms (including any Order Confirmation) shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.

20.2 Any dispute, controversy or claim arising out of, or in connection with, this 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 Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the institute – taking into account the complexity of the case, the amount in dispute and other circumstances – determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. All arbitrators shall be appointed by the institute. The seat of arbitration shall be Gothenburg, Sweden. The language of the arbitration shall be English (unless otherwise agreed by the disputing Parties).

20.3 All arbitral proceedings conducted pursuant to Section 20.2, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing Parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the Party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing Parties.

Terms of sale – WEBSHOP

Last Updated: March 16, 2021

1 GENERAL

1.1 These Terms of Sale (“Terms”) apply to all purchases of products (“Products”) which are sold through this website (“Site”) by (A.) Gapwaves AB (publ), (“us”, “we”, “our”), corporate registration number 556840-2829, a corporation organized under the laws of the Sweden, with its head office located at: Nellickevägen 22, SE-412 63 Gothenburg, Sweden; and (B.) the purchaser (“you”, “your”).
1.2 Only businesses – not consumers (purchasing outside the scope of your business) – are eligible to purchase Products through this Site.
1.3 By visiting our Site and/or purchasing something from us, you agree to Terms including those additional terms and conditions and policies referenced herein and/or available by hyperlink.
1.4 If you are an authorized distributor, you should, in addition, rely on priority terms that is part of your distribution agreement. Only if you are an authorized distributor in accordance with a distribution agreement with us, you are entitled to resell Products.
1.5 Please contact sales@gapwaves.com if you have any further questions.

2 DEFINITIONS

2.1 The following terms shall have the respective meanings indicated, and applicable to both the singular and plural forms:
“Acceptance” means that acceptance of your order takes place when we dispatch your Product.
“IP” means all forms of intellectual property, including, without limitation, property in and rights under copyright, patents, conceptual solutions, circuit layout rights, performance rights, design rights, designs, database rights, trade names, trademarks, service marks, methodologies, ideas, processes, methods, tools and know-how and entitlement to make application for formal or otherwise enhanced rights of any such nature.
“Specifications” means Product specifications made available by Company from time to time.

3 OFFER, ACKNOWLEDGMENT AND ACCEPTANCE

3.1 Any prices, quotations and specifications made or referred to on this site are subject to availability, do not constitute an offer and may be withdrawn or revised at any time prior to Acceptance of your order. In case of revision between the time that you place your order and the time of our Acceptance, we will notify you thereof, you may cancel your order and you will be given a full refund. If you choose to proceed with your order the Products will be delivered to you in accordance with the revised Terms.
3.2 While we make every effort to ensure that items appearing on the Site are available, we cannot guarantee that all items are in stock or immediately available when you submit your order. We may reject your order if we deem that we are unable to process or fulfil it. If this is the case, we will refund any prior payment that you have made for that item.
3.3 An order submitted by you (when you click the ‘Buy’ button) constitutes an offer by you to us to purchase Products on these Terms and is subject to our subsequent Acceptance.
3.4 You may receive an automatic e-mail acknowledgement of your order. This does not constitute our Acceptance of your order.
3.5 Our Acceptance of your order takes place when we dispatch your Product. We reserve the right to refuse selling the Products to anyone for any reason at any time.

4. YOUR REPRESENTATIONS

4.1 You should take care to ensure that all information that you provide when placing your order is up to date, accurate and sufficient for us to fulfil your order.
4.2 By placing an order, you represent that you have legal capacity to enter a contract.
4.3 You should ensure that your account information which is kept with us is accurate and updated as appropriate. Such information (and any passwords given to you for the purposes of accessing the Site and/or purchasing Products) should be kept secure against unauthorised access.

5 PRICE AND PAYMENT

5.1 Prices payable for Products are those in effect at the time of Acceptance. Prices may be indicated on the Site or an order acknowledgement, but we will notify you of the final sale price at the time of our Acceptance.
5.2 We have the right at any time prior to our Acceptance to withdraw any discount and/or to revise prices to take into account increases in costs including (without limitation) costs of any materials, carriage, labour or the increase or imposition of any tax, duty or other levy and any variation in exchange rates. We also reserve the right to notify you of any mistakes in Product Specifications or errors in pricing prior to Product dispatch.
5.3 If the price of the Product increases or we change the Specification of the Product between the time that you place your order and the time of our Acceptance, we will notify you, you may cancel your order and you will be given a full refund. If you choose to proceed with your order it will be delivered to you in accordance with the revised Specification and/or at the increased price.
5.4 We may list the places that we deliver to on the Site (“Territories”). Unless otherwise specified, prices indicated are:
5.4.1 Exclusive of the costs of shipping or carriage to the agreed place of delivery within the Territories (charges for delivery are stated on the Site); and
5.4.2 Exclusive of VAT and any other tax or duty which (where applicable) must be added to the price payable;
5.5 Payment for shipping and applicable VAT or other tax or duty shall by standard be made prior to dispatch and by such methods as are indicated on the Site.
5.6 We will charge credit or debit cards on dispatch of the Product at purcahses made by this Site. We reserve the right to verify credit or debit card payments prior to Acceptance. Methods of payment accepted by us can be found on the Site.
5.7 We may agree to invoice you in advance, or extend credit for the purchase of Products from the Site. In such cases the following shall apply to you:
5.7.1 Where the payment is invoiced, each invoice shall be due on and made in full within thirty (30) days of the date of relevant invoice. If at any time you fail to pay any amount due on the relevant due date, we may by reminder notice declare all invoiced amounts unpaid at that date to be immediately due and payable.
5.7.2 No counterclaim or set-off may be deducted by you from any payment due without our written consent. We may also act against you for the price of Products at any time after payment has become due even though property in those Products may not yet have passed to you.
5.7.3 Any extension of credit allowed to you may be changed or withdrawn at any time. Interest and fees for reminders shall be charged in accordance with statutory regulations only.

6 TERMINATION

6.1 If you become bankrupt or insolvent or enter a voluntary arrangement with creditors or you take any similar action or such action is taken against you in relation to your debts; or you fail to pay any amount by the due date; or you resell the Products without being an distributor appointed by us, we may, in respect of any Products for which payment has not already been received by us:
6.1.1 Stop any Products in transit; and/or
6.1.2 Suspend further Product deliveries; and/or
6.1.3 By written notice terminate your order and all or any other contracts between us and you.

7 DELIVERY AND RISK

7.1 Delivery timescales/dates specified on the Site, in any order acknowledgement, Acceptance or elsewhere are estimates only. We will aim deliver the Products within a reasonable time. If we are unable to do so, we will give you the opportunity to cancel your order.
7.2 Delivery shall be to a valid address submitted by you and subject to Acceptance (“Delivery Address”). You should check the Delivery Address on any acknowledgement or acceptance we provide and notify us without delay of errors or omissions. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order where changes are necessary because of your error in inputting the Delivery Address. Changes that you make to the Delivery Address after submitting an order may cause a delay in the delivery of your order.
7.3 If you refuse or fail to take delivery of Products, Products shall nonetheless become your property (however subject to the provisions of Clause 9) and:
7.3.1 You shall be responsible for all costs of Product storage and any additional costs incurred as a result of such refusal or failure to take delivery;
7.3.2 We shall be entitled 30 days after the agreed date for delivery, to dispose of Products and we may charge you for any costs associated with this.
7.4 Where we deliver Products by instalments, each instalment constitutes a separate contract and any defect in any one or more instalments shall not entitle you to cancel the contract as a whole nor to refuse to accept any subsequent instalment.
7.5 Delivery terms: DAP.
Save as otherwise provided in these Terms, risk of loss of or damage to the Products passes to you upon dispatch of the Products.

8 REJECTION, DAMAGE OR LOSS IN TRANSIT

8.1 You should carefully check Products upon receipt of delivery to ensure that they are in satisfactory condition, in accordance with their Specification and complete. You may return purchased Products as follows:
(a) Products or any part thereof have been damaged or lost in transit. Provided that you have notified us about this damage or loss within 10 working days of receipt of the Products;
(b) there are defects in Products (not being caused by your use of the Products outside their intended or recommended use or outside manufacturer’s instructions). Provided that you have notified us about this defect within 30 working days of receipt of the Products; or
(c) the Products do not match their Specification. Provided that you have notified us within 10 days of such defect becoming apparent.
8.2 We shall not be responsible for any damage or losses: arising from defective installation of the Products by you; from the use of the Products in connection with other defective, unsuitable or defectively installed equipment which has not been supplied by us; your negligence; improper use of the Products or use in any manner inconsistent with the manufacturer’s specifications or instructions, and you shall not be entitled to return Products which have been damaged in this way.
8.3 Where we fail to deliver all or part of your order, or there is any defect in or damage to a Product or it does not comply with the Specification of the Product found on the Site or notified to you we may at our option:
(a) Make good any such shortage or non-delivery; and/or
(b) In the case of damage or any defect(s) in the Product:
(i) Where possible replace or repair the Product at our cost; or;
(ii) Refund the price paid in respect of any Products found to be damaged or defective, including any delivery costs.

9 RETENTION OF TITLE

9.1 If Products are delivered to you on credit or where you are to pay us by invoice and in either case we deliver the Products to you without having first received payment the following Clauses 9.2 to 9.4 shall apply.
9.2 Title to Products in any one order shall not pass from us to you until payment in full of the price payable in respect of such order (including any interest or other payments due in respect of those Products). Until payment has been made in full for any Products, you shall have possession of those Products as our agent and shall (subject to the provisions of 9.3 below) store the Products in such a way as to enable them to be readily identified as our property, and keep proper and accurate records to enable us to distinguish Products for which payment has been made in full of those Products for which payment is outstanding.
9.3 If you sell any Products, to the fullest extent permitted by law and these Terms, you shall hold (on a fiduciary basis) all proceeds of such sales in trust for us and in a separate account. You undertake immediately upon being so requested by us to assign to us all rights in respect of those proceeds and that separate account and/or all rights and claims which you may have against any customers arising from such sales until payment is made in full as aforesaid and not to assign such rights and claims to any third party without our prior written consent.
9.4 We reserve the right to repossess any Products in respect of which payment is overdue, declined or lapses and thereafter to re-sell the same and for this purpose.

10 CONSENTS, CUSTOMS DUTIES & EXPORT

10.1 If any licence or consent is required for your acquisition, delivery or use of the Products, you shall obtain such licence or consent at your own expense and if necessary produce evidence of having done so to us. Where you have failed to do so you shall not be entitled to withhold or delay payment. Any additional expenses or charges incurred by us resulting from your failure to obtain any necessary licence or consent shall be met by you.
10.2 Products licensed or sold to you under these Terms may be subject to export control laws and regulations in your country or in the country from which they are to be shipped, delivered or used. You shall be responsible for complying with any such laws.
10.3 Where Products over a certain value are shipped from outside the European Economic Area (EEA) (for example where their value is deemed to be in excess of your personal import allowance), you may be subject to customs charges, import duties and taxes, levied when the Product reaches your specified destination. Any such additional charges for customs clearance or import duties or taxes must be met by you. You should contact your local customs office for further information on customs policies or duties.

10.4 You are hereby informed and expressly acknowledge that the Products you purchase from us may be subject to control of the EU in case of export from the EU to a third country.

10.5 In the event that you are entitled, pursuant to the Terms, to resell the Products you purchased from us, you agree to indemnify us from and against any damage and loss that we may incur due to any non-compliance with any applicable law to your resale.

11 ERRORS, INACCURACIES AND OMISSIONS

11.1 Occasionally there may be information on our Site or in our quotations that contains typographical errors, inaccuracies or omissions that may relate to product Specifications, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information on any related website or document is inaccurate at any time without prior notice (including after you have submitted your order).
11.2 We undertake no obligation to update, amend or clarify information or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied or on any related website, should be taken to indicate that all information, or on any related website, has been modified or updated.

12 INTELLECTUAL PROPERTY

12.1 IP, and development thereof, in relation to Products shall belong to us. IP developed by you in the course or derivative of purchase of Products, will be owned by us if not otherwise agreed.

13 WARRANTY

13.1 All Product Specifications including illustrations, drawings, particulars, dimensions, performance data and other information on the Site or made available by us are intended to represent no more than a general illustration of the Products and do not constitute a warranty or representation by us that the Products will conform with your needs. You are advised to refer to the Specifications or other documentation and communicate any uncertainties with us in this regard.
13.2 We make no warranties that the delivered Products will be error-free or free from any defects and excludes, to the fullest extent permitted by law, all warranties, whether expressed or implied, including without limitation any warranties of merchantable quality or fitness for a particular purpose.
13.3 You shall not use (nor permit use of) the Products other than as contemplated and use it for any illegal or unauthorized purposes. You may not modify, reverse engineer, decompile or decode Products, or permit such things to be done.
13.4 You may have the benefit of a manufacturer’s, licensor’s or supplier’s warranty with the Products supplied and you should refer to the relevant documentation supplied with the Product in this regard. (If applicable, a Returns Policy may also set out procedures applicable to repairs or replacement of defective Products delivered.)
13.5 Your rights of repair or replacement of any Products or any part or parts thereof which are found to be defective will (except where agreed otherwise) not apply where:
13.5.1 Products have been repaired or altered by persons other than the manufacturer, us or any authorised company;
13.5.2 defective Product or Products have not been returned together with full details in writing of the alleged defects within 30 working days from the date on which such Products were delivered;
13.5.3 defects are due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any manufacturers’ instructions or other directions issued or made available by us in connection with the delivered Products.

14 LIABILITY LIMITATION

14.1 Our liability under these Terms (whether for negligence, breach of contract, misrepresentation or otherwise) shall be limited to the price payable for the Products which are the subject of that order.
14.2 In no case shall we be liable for incidental, indirect, or consequential damages; or any loss of income, revenue, profits, contracts, data, goodwill or savings.
14.3 Subject to any express provisions to the contrary set out in these Terms, all terms, conditions, warranties and representations (express or implied by statute, common law or otherwise) are hereby excluded.
14.4 In no case do we seek to exclude our liability for (1) death or personal injury caused by our negligence (or that of our employees or authorised representatives); (2) fraud; or (3) any other liability which cannot as a matter of law be limited or excluded.
14.5 Our liabilities under these Terms or in connection with delivery of any Products are exclusively and exhaustively regulated herein. The Swedish Sale of Goods Act (Sw. Köplagen (1990:931) shall not apply in this regard.

15 PROHIBITED USES

15.1 In addition to other prohibitions as set forth in the Terms, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Site or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Site or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Site or any related website for violating any of the prohibited uses.

16 FORCE MAJEURE

16.1 You recognise that there may be circumstances outside our reasonable control which would prevent us from providing you with the Products which you have ordered. Circumstances beyond our reasonable control may include (but are not limited to) government action, strike, trade dispute, trade sanctions, breakdown of plant or machinery or interruption in the supply of materials. In such cases, whilst we will do our best to fulfil your order, we cannot be responsible for failure or delay in doing so and in such event we may elect to cancel your order and refund any payments made. You may request that your order be cancelled if it has not been fulfilled within 30 days of having been made.

17 PERSONAL INFORMATION AND YOUR PRIVACY

17.1 Your submission of personal information through the Site is governed by our Privacy Policy. https://checkout.shopify.com/18731687/policies/34591377.html

18 NOTICES

If you wish to contact us for any reason in connection with these Terms you may do so by using email to supply@gapwaves.com.

19 MISCELLANEOUS

19.1 You may not transfer your rights under these Terms to anyone else without our prior written consent.
19.2 These Terms set out all our obligations in relation to provision of Products to you under any accepted order. These Terms prevail over any other terms or conditions referred to elsewhere or otherwise implied. We reserve the right to modify these Terms from time to time and any order will be subject to the Terms that are in place at the time that your order is accepted.
19.3 No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us.
19.4 If a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect.

20 GOVERNING LAW AND DISPUTE RESOLUTION

20.1 These Terms shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.
20.2 Any dispute, controversy or claim arising out of, or in connection with, this 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 Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the institute – taking into account the complexity of the case, the amount in dispute and other circumstances – determines, in its discretion, that the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. All arbitrators shall be appointed by the institute. The seat of arbitration shall be Gothenburg, Sweden. The language of the arbitration shall be English (unless otherwise agreed by the disputing Parties).
20.3 All arbitral proceedings conducted pursuant to Section 18.2, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing Parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings or the enforcement of any such decision or award nor be disclosed to any third party without the prior written consent of the Party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing Parties.