1.1. These terms of purchase for business customers (the "Terms of Purchase") apply between Pahlén AB, company registration number 556301–2300, address Vallentunavägen 401, 194 92 Upplands Väsby ("Pahlén") and the Customer who purchases products from Pahlén. “Customer” refers to a company that has been approved by Pahlén and has registered a business account via Pahlén's website www.pahlen.com (the "Website"), who purchases products for its own use, not for resale.

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

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

1.4. When purchasing products for resale in the capacity of a reseller, Pahlén's General Terms and Conditions for resellers, available on the Website, shall apply instead of these Terms of Purchase.

1.5. The Customer accepts these Terms of Purchase when creating the business account and with each order. The individual representing the Customer 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 Terms of Purchase, the latest version shall prevail.

2.1. The Customer may order the products included in Pahlén's current product assortment, which is available to the Customer when the Customer is logged into its business 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 Customer via the business account on the Website. The Customer is responsible for ensuring that account, delivery and payment details are correct. The Customer is also responsible for ensuring that only individuals with the authority to enter into agreements and act on behalf of the Customer are authorised to place orders.

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

3.3. Before the Customer 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 Customer.

4.1. The Customer shall pay the prices for the Products stated on the Website at the time of ordering. Any discounts to which the Customer 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 Customer is responsible for all local taxes and fees that may be payable in the country in which the Customer operates, in connection with the import or acquisition 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 Customer 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 Customer 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 Customer, to the extent that such retention of title is enforceable under applicable law.

4.8. If the Customer'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 Customer, (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 Customer to place further orders. If the Customer has not made payment despite a written reminder from Pahlén, and provided that the Customer's payment obligation is not disputed on objective and reasonable grounds, Pahlén shall be entitled to (i) suspend the Customer's access to the Website or, (ii) terminate the Agreement with immediate effect in accordance with section 13.

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 Customer 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 Customer's address or the address specifically indicated by the Customer when placing the order.

5.5. The Customer 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 Customer 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 Customer, the Customer 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 Customer fails to take measures in accordance with this section

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

5.9. If the Customer fails to take delivery of the Products at the agreed delivery time, the Customer 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 Customer'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 Customer and state when delivery is expected to be made. 5.11. If the delay persists for more than six (6) weeks, the Customer has the right to cancel the delayed delivery in whole or in part at no cost.

6.1. Pahlén and the Customer may separately agree that the Customer may return Products that have already been paid for and delivered ("Repurchase"). A request for Repurchase shall be made by the Customer 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 Customer may return the Product. The Customer 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 Customer will be credited at the price paid by the Customer 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 Customer at the Customer'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 Customer (or anyone acting on behalf of the Customer) 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 Customer (or anyone acting on behalf of the Customer), as well as normal deterioration.

7.3. If the Customer discovers a Defect in the Product, the Customer 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 Customer may return the Product, with shipping paid by the Customer 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 Customer for the Defective Product. The Parties may also agree that the Customer 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 Customer at the Customer's expense and to charge an inspection and handling fee of fifteen per cent (15%) of the Product's price.

8.1. 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.

8.2. The Customer shall immediately inform Pahlén in writing of any product liability claims that arise in connection with the Products, regardless of whether such claims are made against the Customer by a third party or claims that the Customer intends to make against Pahlén. The Customer shall cooperate with Pahlén in the handling of all such claims. The above also applies to claims that may arise after the termination of the Agreement.

9.1. 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"). For Products covered by warranty, Pahlén is responsible for compensating the Customer in accordance with the applicable Warranty Terms.

9.2. 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 Customer shall be responsible for keeping itself informed of the Warranty Terms in effect from time to time.

10.1. 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 ("Confidential Information"). The Parties undertake to use Confidential Information solely for the purpose of fulfilling their obligations under the Agreement.

10.2. The above does not apply to information that a) at the time of disclosure is or later becomes publicly available other than through a breach of the Agreement, or b) was already known to the receiving Party prior to the conclusion of the Agreement and was not obtained through a breach of the Agreement.

10.3. This confidentiality obligation does not prevent a Party from disclosing information that the Party is required to disclose by law, court order or official decision.

11.1. 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. A Party's liability shall also not extend to third-party claims.

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

11.3. The limitations of liability set out in sections 11.1 and 11.2 do not apply to liability under section 8 (Product Liability) and section 10 (Confidentiality), or in cases of gross negligence or wilful misconduct.

11.4. 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.

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

12.1. 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.

12.2. 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.

12.3. 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.

13.1. These Terms of Purchase shall enter into force when the Customer 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.

13.2. 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.

13.3. 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 Customer fails to fulfil its obligations under the Agreement, or if the Customer engages in conduct that causes, or risks causing, harm to Pahlén's business or reputation, for example through a high proportion of Repurchases.

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

14.1. The Parties may share personal data within the framework of the Agreement, for example regarding contact persons of each Party.

14.2. 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").

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

15.1. 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 Customer, nor does it imply that the Customer otherwise acquires any of Pahlén's intellectual property rights.

15.2. The Customer shall not remove or alter the trademarks or other distinctive marks found in or on the Products upon delivery to the Customer.

16.1. Neither Party shall be entitled to represent itself as a representative of the other Party in relation to suppliers, employees or any other third party. This Agreement shall not be interpreted as a power of attorney for either Party to represent the other Party.

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

16.3. In the event of a significant change to the Terms of Purchase or a significant change to the product assortment, Pahlén shall notify the Customer'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.

16.4. 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 Customer. The change shall take effect immediately upon the Customer's next order, unless the Parties have agreed otherwise.

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

16.6. 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 Customer's prior written consent.

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

17.2. 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).

17.3. 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.

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

17.5. 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.

17.6. The provisions of section 17.2 above shall not prevent Pahlén from taking the necessary legal action in a competent court to recover overdue claims.