Conditions générales du Guide des Produits Alfa Laval
Alfa Laval Corporate AB, 556007-7785, PO Box 73, SE-221 00 Lund, Sweden, operates multiple websites. Some of the websites enable customers and Alfa Laval’s business partners to connect, such as Alfa Laval’s product guide and InTouch. As a customer or an Alfa Laval business partner, your use of such websites is subject to the following terms and conditions (the “Terms”). As a customer, your use of the website for Alfa Laval’s webshop is also subject to the Terms.
All are welcome to visit Alfa Laval’s websites. However, by accessing Alfa Laval’s webshop or one of the websites that enable customers and Alfa Laval’s business partners to connect, you agree to be bound by the Terms. If you do not agree to be bound by the Terms, please exit the website.
Terms applicable for all users
2. Disclaimer regarding information and material published by Alfa Laval
While Alfa Laval endeavors to ensure that the information on the websites published by Alfa Laval or any of its subsidiaries is correct, Alfa Laval does not make any warranties or undertakings of any kind in relation to the information and material, including but not limited to the accuracy and completeness of the information and the material. Alfa Laval may make changes to the information and material provided on the websites at any time and without notice. The information and material on the websites may be out of date, and Alfa Laval makes no commitment to update such information and material.
Accordingly, to the maximum extent permitted by law, Alfa Laval provides you with access to its websites on the basis that Alfa Laval excludes all representations and warranties, conditions and other terms (including, without limitation, the conditions implied by law of satisfactory quality, fitness for purpose and the use of reasonable care and skill) in relation to the websites.
While Alfa Laval endeavors to ensure that the websites are normally available 24 hours a day, Alfa Laval shall not be liable if, for any reason, any website is unavailable at any time for any period. Access to the websites may be suspended temporarily and without notice in case of system failure, maintenance or repair or for other reasons.
The websites are provided “as available” without any express or implied warranty or representation whatsoever that they will be uninterrupted or timely. Alfa Laval makes no warranties, express or implied, regarding the functionality and accessibility of the websites.
4. Intellectual property rights
You are permitted to print or download extracts from the websites provided that the following provisions are complied with:
- no documents or related graphics on the websites are modified in any way;
- no graphics on the websites are used separately from accompanying text; and
- Alfa Laval’s copyright notice appears in all copies.
The copyright and other intellectual property rights in and to the websites and all information and material provided on them (including without limitation photographs and graphical images) are owned by Alfa Laval or its licensors. For the purpose of this legal notice, any use of extracts from the websites other than in accordance with this Section 4 is prohibited.
Except as explicitly provided for in the Terms, no part of the websites may be reproduced or stored in any other website or included in any public or private electronic retrieval system or service or otherwise without Alfa Laval’s prior written permission and nothing in these Terms shall confer any ownership right or rights of use thereto to you.
5. Changes to the Terms
Alfa Laval may from time to time and in its discretion make changes to the Terms. The date of last modification is stated at the end of each Term document. It is your responsibility to check the Term document from time to time for updates.
When Alfa Laval makes revisions of a Term document that it considers material, Alfa Laval will ask signed in users to read and agree to the changed terms.
You will have no obligation to continue using Alfa Laval’s websites following any changes to the Terms, but if you continue to use the website for Alfa Laval’s webshop and/or any of Alfa Laval’s websites that enable customers and business partners to connect after any changes it will constitute your acceptance of the changes.
6. Limitation of liability
Alfa Laval’s websites are provided “as is” without any express or implied warranty or representation whatsoever that they will be secure, error-free or that third party content provided will be free of viruses or other harmful components. Alfa Laval disclaims all liability for the websites (to the extent possible under applicable mandatory law) and makes no warranties, express or implied, regarding the websites.
In no event will Alfa Laval, any of its subsidiaries, their officers, directors, employees or shareholders, be liable for any amount or any kind of loss or damage that you or any third party may incur (including without limitation, any direct, indirect, punitive or consequential loss or damage, or any loss of income, profits, and whether in tort, contract or otherwise) in connection with your use of the websites in any way, or in connection with the inability to use or the results of the use of the websites, if you are a customer including any information received from Alfa Laval business partners, any websites linked to Alfa Laval’s websites or the material on such websites, including but not limited to loss or damage due to viruses that may infect your computer equipment, software, data or other property on account of your access to, use of, or browsing the websites or your downloading of any material from the websites or any websites linked to the websites.
You agree that your sole and exclusive remedy for any problems, losses, costs or dissatisfaction caused by the use of the website for Alfa Laval’s webshop or any of Alfa Laval’s websites that enable customers and business partners to connect is to de-register from the websites. For further information about registration of a profile and de-registration of such profile, please see Section 9 and Section 10.
7. Your responsibilities
You are responsible for taking preventive measures and actions to protect computer systems from viruses or other harmful content when using the websites. You shall immediately notify Alfa Laval if there is a discrepancy or incorrect data detected in the information available on a website or if you identify any virus or corruption of a website.
If you represent a company or another legal person, you agree to defend, indemnify and hold Alfa Laval, its suppliers, licensors, employees and agents harmless from and against all claims and expenses, including attorney or legal fees arising directly or indirectly from your use of one of the websites in violation of these Terms, or in violation of any other applicable terms and conditions or intellectual property infringements.
8. Applicable law and dispute resolution
The Terms are subject to the laws of Sweden, without regard to choice or conflicts of law principles, and you and Alfa Laval agree to the exclusive jurisdiction of the courts of Sweden to resolve any dispute, claim or controversy that arises in connection with the Terms.
Terms applicable for users with a profile
9. Profile and profile information
By registering your user credentials and clicking “I confirm”, you create a profile for Alfa Laval’s websites.
By registering your user credentials and consenting to these Terms, you acknowledge that you accept and agree to comply with the Terms.
If you register user credentials and create a profile on behalf of a company, by clicking “I confirm” you represent that you are authorised to register user credentials and create a profile on behalf of the company.
You are responsible for keeping your personal credentials and log in information up to date and secure from unauthorized access.
You must add your name and e-mail address to your profile. In addition, you decide what information you will add to your profile. You may at any time change or remove information in your profile. You may also at any time de-register your profile (as described in Section 10 below). Alfa Laval reserves the right to suspend or terminate your profile if activities occur which, in Alfa Laval’s sole discretion, constitutes or may constitute a violation of the Terms or of any applicable laws, rules or regulations or if the profile is being used or may be used by an unauthorized person.
You may at any time de-register your profile and cease using Alfa Laval’s websites. If you decide to de-register your profile you will no longer be granted access to the profile. Upon such de-registration, and if requested by you, all information in your profile will be sent to you by email and deleted shortly thereafter.
11. Customer’s information sharing
As a customer you can choose to share certain information on your profile with an Alfa Laval business partner. An Alfa Laval business partner is a legal entity that has an agreement with Alfa Laval AB or any of Alfa Laval AB’s subsidiaries for distribution of Alfa Laval’s products to end customers. The Alfa Laval business partners will only have access to such information that you have explicitly agreed to share. On a website where both customers and business partners have access and can register a profile, you may at any time withdraw your approval of the Alfa Laval business partner’s access to your profile information by selecting de-share for a specific Alfa Laval business partner.
12. Business Partner processing of customer’s profile information
If you as business partner are granted access to a customer’s profile information and in any way process such information you will be regarded as a data controller for such processing. You are only allowed to process the information for the purpose of (i) contacting the customers regarding quotes or questions submitted to you by customers, and (ii) offering maintenance and other services in relation to the customers’ products. We kindly ask you to erase all information about a customer stored in any electronic file or database if and when the customer withdraws its approval to share its profile information with you.
Being a data controller implies that you have to process the customer’s personal information in accordance with the data protection legislation applicable in the jurisdiction where you are located. By accepting the Terms you warrant that you will process customers’ personal data in accordance with the applicable data protection legislation.
Terms applicable for buying customers
13. Novel corona virus (Covid-19)
As of the date of this agreement, the parties acknowledge that the potential development, scope and impact caused by or related to the novel corona virus (COVID-19) is unpredictable and may affect the performance of obligations hereunder.
In consequence of this, should Alfa Laval’s performance of works, obligations, delivery or supply hereunder be impeded, hindered or made unreasonably onerous due or related to COVID-19 (and regardless of whether or not this would constitute Force Majeure or be considered as foreseeable), Alfa Laval shall be released, without assuming any liability, from its obligations to perform any such works or obligations until the time when such performance is again reasonably possible and Alfa Laval is able to reassume performance. Without limiting the generality of the forgoing, such situation may, by example and without limitation, occur if Alfa Laval’s workforce, supply chain, and/or production is affected by COVID-19, e.g. by way of: changes in law or regulations; authority recommendations; quarantines, travel restrictions or similar circumstances; or if Alfa Laval is reasonably unable to source or deliver required materials; or in the event of material cost increases due or related to COVID-19.
14. Force majeure
“Force Majeure” means an event which are beyond the control of the invoking party, which are unforeseeable and unavoidable and/or insurmountable and which were not known at the acceptance of an order and which prevent total or partial performance by the invoking party.
Force Majeure shall include, but not be limited to, war, hostilities and military operations, riots, disorder, natural disasters, fires, epidemics and/or pandemics (and specifically in relation hereto and notwithstanding anything else stated herein, whether or not outbreak of such epidemic or pandemic has occurred prior to signing of this Agreement) and judgements, decisions and/or recommendations from authorities that leads to a shortage of workforce, materials and/or goods, or that in any other way prevents the invoking party’s ability to perform in accordance with this Agreement or an order. Strikes, lock-outs or other industrial action or disputes solely related to the party and/ or its subcontractor(s) or agent(s) shall not be deemed as events of Force Majeure.
If an event of Force Majeure occurs, the invoking party’s contractual obligations affected by such an event shall be suspended during the period of delay caused by the Force Majeure event. The party claiming Force Majeure shall promptly inform the other party in writing and shall within ten (10) days thereafter furnish evidence of the occurrence and expected duration of such Force Majeure.
In the event of Force Majeure, the parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable endeavours to minimize the consequences of such Force Majeure. If the consequences of the Force Majeure event continue for a period of ninety (90) days without a solution acceptable to both parties, either party shall be entitled to terminate the order with immediate effect.
15. Export control
Supply or export of products and services as envisaged by the websites or the terms and conditions for a purchase order (“Purchase Agreement”) may require prior authorization or licences by competent authorities or otherwise be restricted or prohibited due to export laws, trade or export restrictions, trade sanctions, embargoes, prohibitions or other regulation imposed by the EU, UN or U.S. or other foreign governments (collectively, “Export Control Law”). Alfa Laval therefore reserves the right to unilaterally cancel any Purchase Agreement or a purchase order submitted through its websites without incurring any liability for damage or loss arising out of or relating to such cancellation, in the event any required authorization or licence is not granted or subsequently revoked or if the supply, export or re-export of the products or services otherwise cannot be carried out due to Export Control Law.
Alfa Laval shall always be entitled to unilaterally suspend and/or terminate any Purchase Agreement or a purchase order submitted by the customer through Alfa Laval’s websites if and to the extent performance of a Purchase Agreement and/or the purchase order is impeded or made unreasonably onerous, as determined by Alfa Laval at its sole discretion, by any Export Control Law, whether foreseen or unforeseen at the time of formation of the Purchase Agreement or acceptance of the purchase order, without incurring any liability for damage or loss arising out of or relating to such suspension or termination.
The customer undertakes not to directly or indirectly through affiliate, third party or otherwise, use, export, re-export, transfer or make available any products or any software, data or technical or commercial information provided by Alfa Laval in violation of any Export Control Law and shall refrain from any dealings, transactions or other activity involving persons or entities targeted by Export Control Law or that is owned or controlled by such by persons targeted by Export Control Law. Furthermore, the customer shall not facilitate any attempt by a third party to circumvent or otherwise assist such third party in any dealings, transactions or activity that, by wilfulness or neglect, might be in violation of Export Control Law.
For the purpose of this Section 15, “customer” shall mean you or the company you represent in which name a purchase order is made, as applicable.
16. Compliance with anti-corruption laws
A buying customer shall comply with applicable laws and regulations relating to anti-corruption, including, without limitation, (i) the UK Bribery Act 2010; and the U.S. Foreign Corrupt Practices Act of 1977, irrespective of the place of performance, and (ii) laws and regulations implementing the Organization for Economic Cooperation and Development’s Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and the U.N. Convention Against Corruption, and (iii) all applicable laws and regulations in the customer’s country or in any country where performance of a Purchase Agreement will occur.
In carrying out its responsibilities under any Purchase Agreement, the customer further represents that:
- (a) The customer will not pay, offer, promise to pay, or authorize the payment directly or indirectly of anything of value to (i) any person or firm employed by or acting for or on behalf of any customer, whether private or governmental, or (ii) any government official or employee or any political party or candidate for political office for the purpose of influencing any act or decision or inducing or rewarding any action by the customer in any commercial transaction or in any governmental matter or securing any improper advantage to assist the customer in obtaining or retaining business or directing business to any person.
- (b) The customer will not make, either directly or indirectly, any improper payments, including but not limited to facilitation payments, gratuities or kickbacks.
- (c) The customer has established and will maintain an effective business ethics and compliance program and procedures to prevent corruption and ensure compliance with applicable laws or regulations.
- (d) The customer will promptly disclose to Alfa Laval together with all pertinent facts any violation, or alleged violation, of any applicable law or regulation in connection with the performance of this contract.
For the purpose of this Section 16, “customer” shall mean you or the company you represent in which name a purchase order is made, as applicable.