1.1. These general terms and conditions for resellers ("General Terms and Conditions") apply between Pahlén AB, company registration number 556301–2300, address Vallentunavägen 401, 194 92 Upplands Väsby ("Pahlén") and Resellers of Pahlén's products. "Reseller" refers to a company that has applied for and been approved by Pahlén as a reseller of Pahlén's products and has registered a reseller account via Pahlén's website www.pahlen.com (the "Website").

1.2. Pahlén and the Reseller are each referred to as a “Party” and collectively as the “Parties”.

1.3. These General Terms and Conditions, together with any specific written agreements between the Parties, are hereinafter jointly referred to as the "Agreement".

1.4. These General Terms and Conditions apply only to purchases made by the Reseller for the purpose of resale of Pahlén's Products. For all other business purchases, Pahlén's Terms of Purchase for business customers, available on the Website, shall apply instead.

1.5. The Reseller accepts these General Terms and Conditions when creating the reseller account and with each order. The individual representing the Reseller guarantees that he or she has the authority to enter into the Agreement with Pahlén.

1.6. In the event of any conflict between different versions of these General Terms and Conditions, the latest version shall prevail.

2.1. A Reseller approved by Pahlén has a non-exclusive and non-transferable right to purchase, market, sell and distribute the products included in Pahlén's current product assortment, which is available to the Reseller when the Reseller is logged into its reseller account on the Website (the “Products").

2.2. Information about the Products and their functionality, as well as current prices, is available on the Website.

3.1. Orders for Products shall be placed by the Reseller via the reseller account on the Website. The Reseller is responsible for ensuring that account, delivery and payment details are correct. The Reseller is also responsible for ensuring that only individuals with the authority to enter into agreements and take action on behalf of the Reseller are authorised to place orders.

3.2. Once the Reseller has placed an order, Pahlén will send an order confirmation to the Reseller's specified email address. The order confirmation does not constitute a binding agreement. A binding agreement is only concluded when the Reseller receives the final delivery confirmation confirming that the order is on its way from Pahlén in accordance with section

3.3. Before the Reseller receives the final delivery confirmation, the order may be declined.

3.3. When the ordered Products are dispatched from Pahlén ("Shipping Date"), Pahlén will send a delivery confirmation to the email address provided by the Reseller.

4.1. The Reseller shall pay the prices for the Products stated on the Website at the time of ordering. Any discounts to which the Reseller is entitled under an agreement with Pahlén are reflected in the price.

4.2. The prices for the Products do not include value added tax, other taxes or fees, which are stated separately. The same applies to any export costs, such as export packaging, customs costs, insurance, landing fees, documentation or similar costs. In some cases, there will be additional costs for pallets and packaging, as well as extra costs for the transport of certain chemicals (so-called dangerous goods).

4.3. The Reseller is responsible for all local taxes and fees that may be payable in the country in which the Reseller operates, in connection with the import, sale or distribution of the Products.

4.4. For orders where the total value of the Products ordered is less than SEK two hundred (200) excluding VAT, Pahlén has the right to charge a fee of SEK seventy-five (75).

4.5. Pahlén reserves the right to adjust current prices. Pahlén reserves the right to correct any errors in prices and product information, including but not limited to misprints in price lists, incorrect prices in systems and incorrect information from suppliers. If the price or information regarding a Product is incorrect and the Reseller realised or should have realised this, the incorrect price or information shall not be binding upon Pahlén.

4.6. Unless otherwise agreed between the Parties, Pahlén shall be entitled to invoice the Reseller on the Shipping Date with payment terms of thirty (30) days from the invoice date.

4.7. The Products shall remain the property of Pahlén until full payment has been received from the Reseller, to the extent that such retention of title is enforceable under applicable law.

4.8. If the Reseller's payment of an issued invoice is late or incomplete, Pahlén shall be entitled to interest on arrears in accordance with the Interest Act (1975:635), late payment reminder fees and debt collection fees in accordance with applicable laws.

4.9. In the event of late payment, Pahlén shall be entitled to (i) withhold delivery of Products to the Reseller, (ii) demand advance payment and change the terms of payment and any credit limit in connection with new orders, and (iii) refuse to allow the Reseller to place further orders. If the Reseller has not made payment despite a written reminder from Pahlén, and provided that the Reseller's payment obligation is not disputed on objective and reasonable grounds, Pahlén shall be entitled to (i) suspend the Reseller's access to the Website or, (ii) terminate the Agreement with immediate effect in accordance with section 14.

5.1. Products that Pahlén has in stock at the time of ordering are normally delivered within five (5) working days from the order date. For Products that are not in stock at the time of ordering, an estimated delivery time is stated on the Website.

5.2. Pahlén and the Reseller may agree on other delivery times separately.

5.3. Pahlén has the right, but not the obligation, to deliver the Products in partial deliveries unless the Parties have agreed otherwise in writing.

5.4. Unless otherwise specified in the order confirmation, Pahlén's shipments are sent under DAP terms according to INCOTERMS 2020 to the Reseller's address or the address specifically indicated by the Reseller when placing the order.

5.5. The Reseller is responsible for taking out and maintaining the necessary insurance, including applicable transport insurance.

5.6. Pahlén shall enclose a delivery note with each shipment. The delivery note shall contain a reference to the order numbers to which the delivery relates, as well as the number of Products.

5.7. Upon receipt of the delivery, the Reseller shall check the delivered Products for visible defects, that the number of Products corresponds to what is stated on the delivery note, and acknowledge receipt of the Products on the carrier's delivery note.

5.8. If the quantity of Products delivered differs from the quantity ordered by the Reseller, the Reseller shall promptly, but no later than within five (5) working days, notify Pahlén of any such discrepancy. If damage is discovered that can be assumed to have occurred during transport, such damage must be reported immediately to the carrier and noted on the shipping document, and Pahlén must be notified in writing of such damage promptly, but no later than within five (5) working days. If the Reseller fails to take measures in accordance with this section

5.8, the Reseller shall lose its right to invoke the deviation or damage.

5.9. If the Reseller fails to take delivery of the Products at the agreed delivery time, the Reseller shall nonetheless be obligated to pay for the Products and any other costs incurred by Pahlén, such as shipping. In such cases, Pahlén shall store the Products at the Reseller's risk and expense. Pahlén also has the right to cancel the purchase instead.

5.10. All delivery times stated by Pahlén are only estimates of the expected delivery date. If Pahlén has reason to believe that delivery cannot be made on the expected delivery date, Pahlén shall notify the Reseller and state when delivery is expected to be made.

5.11. If the delay persists for more than six (6) weeks, the Reseller has the right to cancel the delayed delivery in whole or in part at no cost.

6.1. Pahlén and the Reseller may separately agree that the Reseller may return Products that have already been paid for and delivered ("Repurchase"). A request for Repurchase shall be made by the Reseller no later than thirty (30) days from receipt of the Product in question by registering the desired Repurchase via Pahlén's Website.

6.2. Returns due to Repurchase must be made no later than seven (7) days after registration to Pahlén's address specified in section 1.1, provided that Pahlén has confirmed that the Reseller may return the Product. The Reseller shall bear the cost of return shipping in the event of Repurchase.

6.3. Products subject to Repurchase must always be returned in their original packaging, be unused and in undamaged condition. Pahlén is under no obligation to approve a Repurchase. Pahlén has the right to determine the conditions under which a Repurchase may be made, such as the requirement for unbroken packaging. A Repurchase is only finally approved by Pahlén after Pahlén has received the Product for closer inspection.

6.4. Repurchases are never permitted for (i) Products that are not included in Pahlén's regular stock range, or (ii) date-marked Products such as chemicals and electrodes.

6.5. Provided that the Repurchase has been approved by Pahlén, the Reseller will be credited at the price paid by the Reseller for the Product, after any applicable discount, subject to a deduction of an inspection and handling fee of fifteen per cent (15%) of the Product's price.

6.6. In the event that Pahlén does not approve the Repurchase after Pahlén has received the Product, Pahlén shall be entitled to return the Product to the Reseller at the Reseller's expense and to charge an inspection and handling fee of fifteen per cent (15%) of the Product price.

7.1. A defect refers to any deviation from what the Parties have agreed, including Pahlén's warranties, or if the Product deviates from the descriptions of the Product and its functionality ("Defect" or "Defective Product").

7.2. Pahlén shall never be liable for defects caused by the Reseller (or anyone acting on behalf of the Reseller) failing to follow Pahlén's care advice or instructions, or for defects caused by incorrect handling, incorrect installation, neglected maintenance, changes to the Product made by the Reseller (or anyone acting on behalf of the Reseller), as well as normal deterioration.

7.3. If the Reseller discovers a Defect in the Product, the Reseller shall, without delay and no later than seven (7) days after receipt of the Product in question, report such defect to Pahlén by registering the complaint via Pahlén's Website.

7.4. Products that are the subject of a complaint shall be returned within seven (7) days of registration, provided that Pahlén has confirmed that the Reseller may return the Product, with shipping paid by the Reseller to Pahlén's address as specified in section 1.1, unless otherwise specified by Pahlén. All complaints must be approved by Pahlén.

7.5. Pahlén undertakes, at its discretion, to replace or repair the Defective Product, make an additional delivery, deliver an equivalent Product or credit the Reseller for the Defective Product. The Parties may also agree that the Reseller shall instead be granted a price reduction.

7.6. If Pahlén does not approve the complaint after receiving the Product, Pahlén has the right to return the Product to the Reseller at the Reseller's expense and to charge an inspection and handling fee of fifteen per cent (15%) of the Product's price.

8.1. The Reseller is solely responsible to its customers ("Customers") for complaints (including warranty claims), customer service and other support and information. The Reseller is only entitled to make claims against Pahlén to the extent expressly stated in the Agreement.

8.2. The Reseller shall maintain an appropriate service organisation to handle complaints and fulfil its obligations under the Agreement, and in accordance with applicable consumer legislation, towards its Customers.

8.3. In the event that the Reseller receives a complaint from a Customer, the Reseller shall, without delay and no later than seven (7) days after receiving the complaint, in turn report the Defect to Pahlén by registering the complaint via Pahlén's Website. Thereafter, the provisions of sections 7.4 to 7.6 shall apply.

8.4. The Reseller shall keep Pahlén informed of any complaints and claims received regarding the Products. In the event of more serious or complex complaints or claims, the Reseller shall immediately contact Pahlén for consultation before taking any action. Pahlén also has the right, but not the obligation, to step in on behalf of the Reseller and contact the Reseller's Customer directly.

9.1. Pahlén is only liable for damage caused by the Products to persons or other property if such liability is imposed on Pahlén under applicable product liability legislation.

9.2. The Reseller shall immediately inform Pahlén in writing of any product liability claims made against the Reseller and shall handle all such claims in accordance with Pahlén's instructions. The above also applies to claims that may be made against the Reseller after the termination of the Agreement.

10.1. In certain cases, Pahlén provides a warranty for specific Products. More information about any warranties can be found in Pahlén's warranty terms which are available on Pahlén's Website ("Warranty Terms"). The Reseller is responsible for informing its Customers about the applicable Warranty Terms.

10.2. For Products covered by warranty, Pahlén is responsible for compensating the Customer in accordance with the applicable Warranty Terms. If the Reseller provides other or extended warranties to its Customers that differ from the Warranty Terms, the Reseller is responsible for all costs and obligations arising therefrom.

10.3. Pahlén reserves the right to change the Warranty Terms from time to time. Such changes shall take effect thirty (30) days after they are published on Pahlén's Website. The Reseller shall be responsible for keeping itself informed of the Warranty Terms in effect from time to time.

11.1. The Parties undertake not to disclose to third parties, during the term of the Agreement and for three (3) years thereafter, any information about the other Party's business that is or may reasonably be considered to be confidential information, including but not limited to the terms of the Agreement and agreed discount rates, regardless of whether the information is provided in writing or orally and regardless of format ("Confidential Information"). The Parties undertake to use Confidential Information solely for the purpose of fulfilling their obligations under the Agreement and for no other purpose. The receiving Party further undertakes to take the necessary measures to prevent employees, subcontractors or other intermediaries from using or disclosing Confidential Information to outsiders and to exercise the same level of care (but not less than reasonable care) to prevent the disclosure or use of Confidential Information as the Party exercises with respect to its own confidential or copyrighted information.

11.2. The above does not apply to information that a) at the time of disclosure is or later becomes available to the public in a manner other than through a breach of the Agreement, or b) was already available to the receiving Party or was developed by the receiving Party on its own prior to the conclusion of the Agreement and was not obtained, directly or indirectly, through a breach of the Agreement.

11.3. This confidentiality obligation does not prevent a Party from disclosing information that the Party is required to disclose by law, court order, official decision or agreement with a stock exchange or other marketplace. If a Party has or is required to disclose such information, the Parties undertake to immediately notify the other Party. The Parties shall use their best efforts to ensure that information disclosed in accordance with this section is, as far as possible, treated as confidential by the recipient of the information.

12.1. Neither Party shall in any case be liable for indirect damage, loss or consequential damage, such as but not limited to (i) loss of compensation or profit, for example as a result of a contract with a third party not being fulfilled, (ii) loss or destruction of data or other content, (iii) damage or loss due to business interruption, and (iv) other costs or losses resulting from the Product not being able to be used as intended. Neither Party shall be liable in respect of any third-party claims directed at the other Party.

12.2. Pahlén's liability under the Agreement is limited per claim to an amount corresponding to fifty per cent (50%) of the Reseller's total purchase value from Pahlén during the last twelve (12) months, up to a maximum of SEK one million (1,000,000).

12.3. The limitations of liability set out in sections 12.1 and 12.2 do not apply to liability under section 9 (Product Liability) and section 11 (Confidentiality), or in cases of gross negligence or wilful misconduct.

12.4. Unless the Agreement or applicable warranties expressly state otherwise, neither Party is liable for damages that the other Party has not notified in writing within three (3) months after such Party discovered, or ought to have discovered, the actual damage or loss, but never later than six (6) months from the date the damage occurred.

12.5. Pahlén's liability for errors, defects, delays and other breaches of contract is limited to what is expressly stated in the Agreement. The Reseller is not entitled to invoke any remedies other than those specified in the Agreement.

13.1. A Party shall be entitled to postpone the performance of its obligations and shall be relieved from liability for failure to perform its obligations under the Agreement if performance is prevented, if the performance is significantly impeded or if the performance is unreasonably made more expensive by a circumstance beyond the Party's control and which the Party could not and should not reasonably have foreseen at the time of entering into the Agreement. Such circumstances ("Force Majeure") may include, for example, war, fire, flood, natural disaster, epidemic, pandemic, strike, lockout, government decision, trade or currency restrictions, or similar circumstances. The same applies if Force Majeure exists for a Party's subcontractor.

13.2. A Party shall notify the other Party if there is a risk that an obligation cannot be fulfilled or will be delayed due to Force Majeure. Failure to provide such notification within a reasonable time shall entail an obligation to compensate for the damage that could have been avoided if notification had been provided in time.

13.3. The Parties shall be entitled to terminate the Agreement with thirty (30) days' notice if Force Majeure continues or is likely to continue for more than sixty (60) days.

14.1. These General Terms and Conditions shall enter into force when the Reseller accepts them. Unless otherwise agreed in writing by the Parties, the Agreement shall remain in force until further notice. The Parties shall be entitled to terminate the Agreement with one (1) month's notice.

14.2. Either Party shall be entitled to terminate the Agreement with immediate effect by giving written notice if: a) the other Party has committed a material breach of the Agreement and, if possible, does not fully remedy such breach within thirty (30) days of the other Party giving written notice thereof; or b) the other Party is declared bankrupt, goes into liquidation, is subject to corporate restructuring, suspends payments or can otherwise reasonably be assumed to have become insolvent.

14.3. In addition to what is otherwise stated in the Agreement, Pahlén shall be entitled to terminate the Agreement in writing with immediate effect if the Reseller fails to fulfil its obligations under the Agreement, or if the Reseller engages in conduct that causes, or risks causing, harm to Pahlén's business or reputation, for example through repeated complaints from Customers, inadequate handling of complaints, or a high proportion of Repurchases.

14.4. Upon termination of the Agreement, Pahlén's outstanding receivables against the Reseller shall fall due for immediate payment. Pahlén shall be entitled to receive payment for all Products delivered. The Reseller shall be entitled to have confirmed orders delivered and to sell remaining stock of Products, unless the parties have agreed otherwise in writing. The Agreement shall continue to apply in applicable parts until the deliveries and sale of remaining stock have been completed.

15.1. The Reseller may share personal data with Pahlén within the framework of the Agreement, for example in relation to the Reseller's Customers.

15.2. The Parties shall comply with applicable data protection legislation from time to time, including but not limited to Regulation (EU) 2016/679 of the European Parliament and of the Council ("GDPR").

15.3. Each Party shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk when processing personal data.

16.1. All existing and future intellectual property rights and know-how, as well as documentation relating to the Products, shall belong to Pahlén. The Agreement does not entail any transfer of Pahlén's intellectual property rights to the Reseller, nor does it imply that the Reseller otherwise acquires any of Pahlén's intellectual property rights.

16.2. Pahlén grants the Reseller a limited, non-exclusive and non-transferable right to use Pahlén's trademarks during the term of the Agreement in accordance with the Agreement to the extent necessary for the Reseller to fulfil its rights and obligations under the Agreement. Such use shall always be in accordance with Pahlén's instructions from time to time. The Reseller shall not remove or alter the trademarks or other distinctive marks found in or on the Products upon delivery to the Reseller.

16.3. The Reseller may not register Pahlén's trademarks or other intellectual property rights. The Reseller may not use Pahlén's trademark in conjunction with any other trademark. The Reseller is not entitled to use Pahlén's trademark in its company name or register it as a domain name or part of a domain name, register accounts on social media or similar.

16.4. The Reseller shall inform Pahlén without delay as soon as the Reseller (i) receives indications of or discovers activities that may be considered an infringement or suspected infringement of Pahlén's intellectual property rights; or (ii) receives indications that the Products and/or the marketing or sale of the Products allegedly infringe the intellectual property rights of third parties.

16.5. Pahlén shall be entitled to take legal action in the event of infringement of Pahlén's intellectual property rights. If Pahlén chooses to take action to protect or defend its intellectual property rights, the Reseller shall assist Pahlén to a reasonable extent.

17.1. The Reseller shall not in any respect have the right to represent or legally bind Pahlén. Neither Party shall have the right to represent the other Party as a representative of Pahlén in relation to customers, suppliers, employees or other third parties. This Agreement shall not be interpreted as a power of attorney for either Party to represent the other Party.

17.2. Pahlén has the right to change the General Terms and Conditions and Pahlén's product assortment from time to time. The current version of the General Terms and Conditions is available on the Website. Any adjustments to the General Terms and Conditions shall take effect thirty (30) days after publication, unless the adjusted General Terms and Conditions are actively approved by the Reseller before then.

17.3. In the event of a significant change to the General Terms and Conditions or a significant change to the product assortment, Pahlén shall notify the Reseller's designated contact person in writing. Such changes shall take effect thirty (30) days after the notification has been given. However, this shall not apply if the change is due to changes in law or other legislation or to orders from authorities, which means that the change must take effect immediately.

17.4. If the Parties have agreed on a company-specific discount, Pahlén shall be entitled to change such discount from time to time by written notice to the contact person specified by the Reseller. The change shall take effect immediately upon the Reseller's next order, unless the Parties have agreed otherwise.

17.5. The Reseller may not assign the Agreement, or parts thereof, to a third party without Pahlén's prior written consent.

17.6. Pahlén shall be entitled to assign the Agreement to a third party if this occurs in connection with the transfer of Pahlén's business or part thereof. Pahlén shall also be entitled to assign the Agreement to companies within the same group as Pahlén. Furthermore, Pahlén may grant or assign its rights or obligations under the Agreement without the Reseller's prior written consent.

18.1. The Agreement shall be governed by Swedish law, without application of choice of law rules.

18.2. Disputes arising out of this Agreement shall in the first instance be settled through negotiation between the Parties. If the Parties cannot agree on such a dispute, it shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).

18.3. Rules for simplified arbitration proceedings shall apply unless the SCC, taking into account the complexity of the case, the value of the subject matter of the dispute and other circumstances, decides that the rules of arbitration shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall consist of one or three arbitrators.

18.4. The seat of the arbitration shall be Stockholm, unless otherwise agreed. The language of the proceedings shall be Swedish.

18.5. The Parties undertake, without any time limitation, not to disclose the existence or content of any arbitration award in connection with this Agreement or any information about negotiations, arbitration or mediation in connection therewith.

18.6. The provisions of section 18.2 above shall not prevent Pahlén from taking the necessary legal action in a competent court to recover overdue claims.