General terms and conditions for service market services

1. Agreement description

Agreement regarding prices and other terms and conditions for Service Market services.
- Service Market Services shall refer to services containing working hours for filed and workshop work during the Seller's ordinary working hours and any overtime supplements, travel time and mileage allowances, environmental and consumable materials and/or deliveries of Spare Parts and Accessories.
- Deliveries shall be made following orders made by the Purchaser.

2. Application

These general terms and conditions apply in combination with special price/discount agreements for Services and/or Spare Parts and Accessories arranged between the parties. Such specially contracted terms and conditions take precedence over these general terms and conditions.

3. Special terms and conditions

Any modifications of or additions to the agreement shall be made in writing and signed by both parties.

4. Price and payment

The agreed price is specified in the agreement. The price applies from the date specified in the agreement. Payment is made on receipt of invoice per thirty (30) days net from the invoice date. The price is exclusive of VAT and any other state and/or municipal taxes, which are paid by the Buyer.

5. Late payment

Late payments are subject to penalty interest in accordance with the Swedish Interest Act, a special payment reminder fee and, where applicable, collection fees.

6. Documentation

All technical documentation required to perform maintenance work shall by be provided by the Buyer as soon as possible if requested by the Seller.

7. Repair space

Space suitable for carrying out maintenance work shall be made available to the Seller at no cost to the Seller. Detailed design of the space shall be agreed locally between the parties.

8. Coordination responsibility related to the work environment

Seller's general rules for performing contacted work:
- The Buyer is obligated to continually inform the Seller of its code of conduct/safety regulations as well as local fire regulations and evacuation routes.
- The Buyer is obligated to provide information on the location of the first-aid station(s) and any protective equipment available.
- The Seller's employees are obligated to follow the code of conduct and safety regulations in force at the workplace.
- The Buyer has the right to stop the work – with no compensation claim from the Seller – if the Seller fails to follow specified rules and regulations after due warning.
- The Seller shall ensure that its personnel have clear instructions on how to perform the work.
- The Seller is obligated to have personal protective equipment and special protective devices as may be required for safe performance of the work.
- Fire alarm buttons, fire extinguishers and evacuation routes must not be blocked by the Seller or by the Buyer.
- The Seller shall not use the Buyer's machines or equipment, such as forklift trucks, racking or tools, without the permission of the Buyer. However, the Buyer gives the Seller permission to drive vehicles in conjunction with maintenance work on such.
- The Seller shall normally perform its work during the regular working hours of the Buyer. Deviations from this shall be approved by the Buyer.
- Working alone may only be performed in accordance with the Swedish Work Environment Authority's regulations on working alone, AFS 2023:2 Chapter 4.
- The Buyer and Seller shall cooperate to ensure compliance with the Swedish Work Environment Authority's regulations on first-aid and crisis support, AFS 2023:2 Chapter 4.
- If there are no approved premises for "hot work", then no "hot work", e.g. welding, cutting and soldering, shall be performed without the prior approval of the Buyer. The Seller shall hold fire watch if such is required. Necessary fire fighting equipment shall be provided by the Buyer. The form "Tillstånd/kontrollista för tillfälliga heta arbeten" [Permit/checklist for temporary hot work] must always be filled in before the "hot work" can commence.
- The Buyer shall perform safety inspection rounds in let premises. The Buyer is responsible for the inspection of its own equipment.
- The Buyer shall provide designated space for changing clothes, washing and eating meals, where so required.
- The Seller's and Buyer's employees are obligated to follow applicable occupational safety and environmental legislation and to be well versed in and follow the Buyer's environmental procedures.

9. Delivery and return provisions for spare parts

The Delivery and Guarantee provisions in accordance with RESUT 05 with the supplements specified below shall apply to deliveries in accordance with this Agreement.

9.1 Return

General terms and conditions

9.1.1 General

The Seller accepts normal returns of spare parts which are stocked at the time of the order and which have not been damaged or fitted, provided that
- the spare part was purchased from the Seller
- the packaging/seal is fault-free and unbroken
- the spare part is not a custom size
- return shipping is paid by the Buyer
- the return shipment includes a fully completed return form
- the sales price of the part exceeds SEK 150
- other conditions listed below are met

9.1.2 Price reduction upon return

Does not apply to return frames (see special terms and conditions Seller's Exchange System).
For returned parts that satisfy the requirements found at 9.1.1, the price is reduced according to the following interval:
Return 0 - 4 weeks after delivery = 20% deduction
Return 4 - 12 weeks after delivery = 70% deduction
Return more than 12 weeks after delivery = only after return request and according to notified terms and conditions.

9.1.3 Delivery errors

• An incorrectly picked order must be reported within one (1) week from the delivery date.
• The Seller shall be contacted to reach an agreement on a free replacement delivery. At that time, instructions will be given for returning the incorrect part.
• Products sent by mistake shall be received by the Supplier within two (2) weeks from the delivery date.

9.1.4 Return policy

The right to return a part is restricted or refused as follows:
• reservation confirmed on the order form
• special label on the packaging

9.1.5 Contact with the Seller

Complaint claims and other return requests shall always be communicated to the Seller, who provides information on the terms and conditions. As applicable, instructions are given as to how the product is to be returned, with any marking label or reference to a return number. Upon approval of the complaint claim, the product is replaced with a fault-free part, with a deduction for wear if applicable.

9.1.6 Other reservations

The Seller shall not be responsible for parts that are returned without an accompanying and completed return note or that otherwise do not meet the conditions in accordance with

9.1.1 - 9.1.5.
9.2 Separate condition – Seller's Exchange System

9.2.1 General

Price is charged for exchange unit plus frame. Upon return of an acceptable frame received within four (4) weeks from the delivery date free to the Seller, the Buyer is credited for the price paid for the frame.

9.2.2 Price reduction upon return after 4-8 weeks

If a product is returned 4-8 weeks after the delivery date, the paid price is reduced by 50%. If a product is returned more than 8 weeks after the delivery date, a reduction is only given upon approval by the Seller.

9.2.3 Return of exchange units with broken packaging/seals (applies to electrical/electronic components):

Only the price paid for the frame is credited, with a price reduction as specified in 9.2.2.

9.2.4 Incomplete frames

Return of an unacceptable frame (not complete, not clean, shows abnormal wear, damaged or has other hidden defects) is credited after a deduction for spare parts which must be replaced during overhaul and any necessary cleaning as well as application of a price reduction as specified in 9.2.2.

9.2.5 Other conditions for the return of exchange frames

• the frame must be empty of fluid and well cleaned
• the frame and component parts must be original parts sold by the Seller
• the frame must not be dismantled and then reassembled more than required to remove the unit from the machine.

10. Seller's responsibility

If the Seller has not fulfilled its contractual obligations when performing maintenance work or if the maintenance work was not performed in a professional manner, upon receipt of a complaint claim from the Buyer the Seller shall remedy the deficiencies in the maintenance work at its own expense and at the speed dictated by the circumstances. The complaint claim regarding the maintenance work performed shall be submitted without reasonable delay after the Buyer has detected or should have detected the deficiencies in said maintenance work. The Seller's responsibility is limited to six (6) months or 500 operating hours, whichever occurs first, beginning from the date the repaired object was returned to the Buyer. Unless other arrangements are made, this shall be confirmed in writing by the Seller to the Buyer. The Seller provides a six (6) month warranty for spare parts starting from the delivery date. However, the guarantee does not apply to damage occurring because of incorrect installation performed by someone other than the Seller. Upon approval of the complaint claim, the product is replaced with a fault-free part, with a deduction for wear if applicable.

11. Limitation of Seller's liability

Liability is limited to restoring the faulty component to the technical and/or financial level and scope intended with the original maintenance task. Liability does not include maintenance work performed on the request of the Buyer and against the Seller's recommendation. In addition, liability does not extend to deficiencies caused by faulty material provided by the Buyer, provided that the fault in the material is not caused by the Seller. Unless other special arrangements have been made in writing, the Buyer is not entitled to receive damages or other compensation from the Seller due to deficiently or improperly performed maintenance, failure to perform maintenance, faulty spare parts or non-delivery. The Seller is not obligated to pay the Buyer any compensation for property damage, loss of production, lost profits or other direct or indirect damage of any kind whatsoever.

12. Grounds for exemption

Labour disputes or other circumstances over which the parties have no control and could not predict when the agreement was concluded constitute grounds for relief if they hinder fulfilment of the agreement or make fulfilment unreasonably burdensome. The party wishing to claim grounds for relief shall notify the other party of its occurrence in writing. The same applies when it ceases.

13. Termination of the agreement

If the Buyer is late in payment, whether in whole or in part, by more than twenty (20) days from the due date, the Seller has the right to terminate this agreement effective immediately.

14. Disputes

Disputes related to the validity, interpretation, suitability or application of this agreement and the resultant legal relations shall be resolved with final effect through arbitration in accordance with the Swedish Arbitration Act. At such time, the Code of Judicial Procedure regarding voting, aggregation of cases and distribution of court costs shall apply. If at the commencement of proceedings, the amount of the dispute amounts to maximum four (4) times the basic amount under the Swedish National Insurance Act (1962:381), either party is entitled to bring the claim to the courts to obtain a ruling regarding an injunction to pay and collections.

15. Extension of agreement duration/termination

Notice of termination shall be made in writing by either Party no later than three
(3) months prior to the end of the end of present Agreement period. However, for Agreements only covering Spare Parts and Accessories, a notice period of one (1) month shall apply. If no termination notice is received, the agreement is extended with unchanged terms and conditions for a period of twelve (12) months with the same notice period.

16. Collection and use of truck data

Toyota’s trucks are connected to the internet and, during use, collect and store data on the way they are used. All such data concerning the use of the trucks (“truck data”) shall be sent to and used by Toyota. The collection, transfer and processing of truck data takes place as part of Toyota and its affiliated companies’ work to continuously improve our logistics solutions and for product leasing and servicing offers. The collection, transfer and processing of truck data has no negative effect on the Customer’s intellectual property rights and is within the framework of applicable laws, such as the provisions of data protection legislation. A separate licence and service and data processing agreement shall apply in cases where the customer has agreed and/or uses Toyota’s I_Site service as part of a previous arrangement, in connection with a new order or agreement, or alternatively as an addition to existing machinery or agreements.