Definitions
Agreement: an Agreement of any nature the Parties wish to enter into or have entered into.
GPC: these general purchase conditions.
GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
Swedish Data Protection Act: the Swedish Act containing supplementary provisions to the EU General Data Protection Regulation (lag (2018:218) med kompletterande bestämmelser till EU:s dataskyddsförordning), together with the supplementing ordinance (förordning (2018:219)), each as amended from time to time, supplementing the GDPR in Sweden.
iO: all companies that are part of the group of enterprises under the Belgian law established holding company iO Group NV (enterprise number 0712.677.311). In Sweden: iO Sweden AB (Swedish company registration number (organisationsnummer) 556798-5295).
IP rights: all forms of intellectual property rights.
Parties: iO Sweden and the Supplier.
Personal Data: all information that relates to an identified or identifiable individual.
PO: a purchase order signed by a rightful representative of iO Sweden ('Purchase Order') specifying the Services to be provided.
PO number: the unique number on a PO.
Services: everything the Supplier performs or provides under an Agreement, such as the provision of services, products, goods, software and hardware, (digital) data, rights, etc.
Supplier: the company that provides the Services to iO Sweden or has made an offer thereto.
Third-party services: all services, products, materials, software and hardware, (digital) data and third-party rights the Supplier provides to iO Sweden as part of the performance of the Services.
1. Scope
1.1. The GPC shall apply to any quotation, order or any Agreement that iO Sweden enters into with a Supplier. General or other terms and conditions of the Supplier or third parties are expressly not applicable.
1.2. The GPC apply to all companies belonging to iO. These companies may invoke these GPC directly regarding the Supplier.
2. Code of Conduct and Procurement Policy
2.1. The Supplier acknowledges that it has taken notice of the "iO Sweden Supplier Code of Conduct" and the "iO Sweden Procurement Policy" (both documents together: "the Policy Guidelines") relating to, among others, environment, working conditions, ethics, sustainable procurement, which form an integral part of these General Purchase Conditions.
2.2. By agreeing to these General Purchase Conditions, the Supplier also accepts the provisions set forth in the Policy Guidelines and undertakes to comply with them.
2.3. The Supplier acknowledges that iO Sweden has the right to monitor and assess compliance with the Policy Guidelines, including through questionnaires, assessments or audits, and undertakes to provide full cooperation in this regard.
2.4. In case of conflict between these General Purchase Conditions and the Policy Guidelines, the provisions in these General Purchase Conditions shall prevail, unless expressly agreed otherwise.
2.5. The most recent version of the Policy Guidelines is available at all times on iO's website or can be provided upon request.
2.6. Non-compliance with the Policy Guidelines may be considered a failure in the performance of the Supplier's obligations and may lead to termination of the Agreement, without prejudice to other rights and remedies of iO.
3. Quotations and conclusion of Agreements
3.1. Quotations from the Supplier shall be valid for at least 3 months and cannot be revised or revoked by the Supplier within this period of time.
3.2. By submitting an offer, the Supplier declares that it is sufficiently aware of iO's wishes and requirements with regard to the Services to be provided.
3.3. Agreements shall only be binding upon the issuance of a PO to the Supplier by iO.
4. Execution of the Agreement
4.1. The Supplier shall perform an Agreement on time, correctly and in line with industry standards. Deadlines specified in an Agreement or PO are binding on the Supplier. Deadlines may be changed by iO, upon timely notification to the Supplier.
4.2. The Supplier cannot terminate an Agreement until the Services have been provided in full.
4.3. If the Services or any part thereof have not been delivered within the time period set out in an Agreement, iO Sweden will be entitled to, subject to any other right:
cancel free of charge the undelivered Services and the Services that have been delivered but cannot be effectively and commercially used due to the absence of certain components;
return to the Supplier, at the Supplier's risk and expense, all Services and recover from the Supplier all payments in connection therewith;
obtain from the Supplier all additional expenses reasonably incurred by iO Sweden in obtaining Services from third parties to replace the Services or supplement the missing parts.
5. Quality and delivery
5.1. The Supplier shall deliver the Services in accordance with the terms of delivery and acceptance tests and procedures as agreed upon.
5.2. The Supplier warrants that the Services comply with all specifications as agreed or stipulated in an Agreement. The Supplier warrants that the Services can be used as intended by iO Sweden and comply with all relevant and applicable laws, regulations and requirements applicable to the relevant Services and comply with what can generally be expected of the relevant Services.
5.3. All Services to be provided by the Supplier to iO Sweden may be subject to an inspection and/or acceptance test. Inspection by iO Sweden does not constitute an acknowledgement that the delivered Services comply with the terms of an Agreement and does not release the Supplier from its obligation to remedy any defects as part of a maintenance and/or other warranty obligation.
5.4. If the Services involve the delivery of goods, the delivery shall take place at the location specified in the PO. Transport and delivery of goods shall be at the risk and expense of the Supplier.
5.5. All goods shall be appropriately wrapped and safely transported. All remaining packaging or any other material shall be handled and disposed of by the Supplier in an environmentally friendly manner.
5.6. The payment of invoices does not imply an acceptance of the Services provided.
5.7. iO Sweden has at least a period of 6 months after delivery (the Warranty Period) to identify and report defects in the Services. For hidden defects that could not reasonably have been discovered during inspection and/or acceptance test, this period starts on the day these defects become known to iO. If iO Sweden notifies the Supplier of a defect in the Services within the Warranty Period, the Supplier will have unlimited opportunities to repair or replace the Services with the utmost speed to remedy the defects at no extra cost to iO. The repaired or replaced Services shall be subject to a new Warranty Period from the date of replacement or repair. The Warranty Period and the notification regime in this clause apply instead of the inspection, notice and time-limit rules in sections 31–33 of the Swedish Sale of Goods Act (köplagen (1990:931)), from which the Parties hereby derogate.
5.8. Where the Services involve the supply of goods, the Supplier provides at least a 24-month Warranty from the moment iO Sweden has inspected/accepted the goods. The Supplier further guarantees that spare parts of the goods can be supplied for a period of at least five years after delivery of the goods.
6. Price
6.1. Prices are always in Swedish Kronor (SEK) and exclusive of Swedish VAT (mervärdesskatt). All other charges, duties or taxes of any kind shall be borne by the Supplier and must be included in the price.
6.2. Travel time and/or other costs shall not be reimbursed unless explicitly agreed upon in an Agreement.
6.3. Prices cannot be unilaterally changed or indexed during the term of an Agreement without iO Sweden's written consent.
6.4. If the price for the Services is determined on a times and materials basis, a monthly timesheet must be provided by the Supplier and approved by iO Sweden.
7. Invoicing
7.1. The Supplier shall invoice all Services performed on a monthly basis, unless otherwise agreed.
7.2. Invoices are only valid if they refer to a PO number of iO Sweden and contain all legal notices. iO Sweden has no payment obligation for invalid invoices.
7.3. Invoices should be sent digitally to invoices.se@iodigital.com for Sweden.
7.4. A payment term of 60 calendar days after invoice date applies to all invoices. The Supplier expressly approves this payment term for the purposes of section 2 a of the Swedish Interest Act (räntelagen (1975:635)).
7.5. If the Supplier provides the Services directly to iO's end-customers and the Supplier has been notified of this, iO Sweden shall only have a payment obligation when that end-customer has paid iO Sweden for it. The Supplier expressly approves this payment arrangement for the purposes of section 2 a of the Swedish Interest Act, and iO Sweden shall in any event pay no later than 120 calendar days after the invoice date.
7.6. iO Sweden has the right to suspend or set off a payment obligation against a claim of the Supplier.
7.7. In case of illegitimate late payment by iO, the Supplier shall be entitled to interest and to compensation for recovery costs only to the extent provided by the Swedish Interest Act (räntelagen (1975:635)) and the Swedish Act on Compensation for Debt Collection Costs (lagen (1981:739) om ersättning för inkassokostnader m.m.). Any provision of these GPC that derogates from those Acts to the Supplier's detriment shall be without effect.
8. Property and IP rights
8.1. Ownership of the delivered goods shall be transferred at the time of delivery. If iO Sweden has already paid the Supplier for the delivery of the goods, the transfer of ownership takes place at the time of payment.
8.2. The risk of loss and damage to the goods shall be borne by the Supplier until the time of delivery at the location as stated on the PO.
8.3. All goods made available and/or lent to the Supplier remain the property of iO.
8.4. All IP rights remain with the party or its licensor where the IP right is prior to entering into an Agreement. If IP rights arise in the performance of an Agreement, they shall be transferred to iO Sweden, now and in the future, to the fullest extent legally possible, including the right to amend, further develop and assign or sub-license such rights to third parties. To the extent moral rights (ideella rättigheter) under section 3 of the Swedish Copyright Act (lag (1960:729) om upphovsrätt till litterära och konstnärliga verk) cannot be assigned, the Supplier waives, and shall procure that its personnel and subcontractors waive, the right to be named and the right to object to modification, to the fullest extent permitted by law.
8.5. If and to the extent that the Services provided are already subject to existing IP rights, the Supplier hereby grants to iO Sweden a license with respect to these IP rights and with that scope that iO Sweden needs to be able to use the Services for its intended purposes.
9. Confidentiality
9.1. The Parties shall treat all information received from the other party as strictly confidential. Information shall only be shared with persons involved in (the performance of) an Agreement who need to know it. The Parties shall take appropriate measures to safeguard the confidentiality of information received from the other party.
9.2. The Parties undertake to destroy all confidential information at the first request of the other party, or at the end of an Agreement.
9.3. The confidentiality obligations in this clause 9 survive the termination of an Agreement for a period of five (5) years, and indefinitely in respect of information that constitutes a trade secret within the meaning of the Swedish Trade Secrets Act (lagen (2018:558) om företagshemligheter). Nothing in these GPC limits a Party's rights or remedies under that Act.
10. Privacy and personal data
10.1. If at any time the Supplier is to be regarded as a processor in relation to iO, and iO Sweden as a data controller within the meaning of the GDPR, a separate data processing agreement as referred to in Article 28 GDPR may be entered into at the first request of iO.
10.2. The Supplier will then in any case only process Personal Data of iO Sweden to the extent necessary to perform the Services. After termination of an Agreement or at the request of iO, the Supplier will delete the Personal Data, subject to a legal obligation to keep the Personal Data longer.
10.3. The Supplier shall, in its capacity as processor, provide the necessary assistance to iO Sweden to comply with the provisions of the GDPR and the Swedish Data Protection Act.
10.4. The Supplier shall report a Personal Data breach to iO Sweden without unreasonable delay and at the latest within 24 hours.
10.5. The Supplier shall process all Personal Data in Sweden, or elsewhere in the European Union. Processing of Personal Data outside the European Union will only take place after written consent of iO.
10.6. The Supplier will only appoint sub-processors after written approval by iO. The Supplier shall require any sub-processor to comply with the terms of any Agreement. The Supplier remains responsible for the sub-processor.
10.7. The Supplier shall take appropriate technical and organisational measures to adequately secure the Personal Data.
10.8. iO Sweden may periodically check (or have checked) whether the Supplier complies with the GDPR and the Swedish Data Protection Act. The Supplier shall cooperate fully in this respect. The Supplier will be notified in advance within a reasonable period. If the audit reveals that the Supplier has failed to fulfil any obligation under the GDPR or any Agreement between the Parties, the Supplier shall immediately remedy the shortcomings at its own expense and the costs of the audit shall be borne by the Supplier, without prejudice to iO's other rights.
11. Duration and Termination
11.1. Unless otherwise agreed, an Agreement is entered into for an indefinite period.
11.2. An Agreement entered into for an indefinite period may be terminated by iO Sweden subject to a notice period of one (1) month.
11.3. An Agreement for a fixed term shall automatically terminate at the end of the agreed term. If, after the expiry of the Agreement, the Parties continue to perform under it, the terms shall remain in force and iO Sweden shall be entitled to terminate the Agreement subject to a notice period of one (1) month.
11.4. iO Sweden may terminate an Agreement at any time, with immediate effect and without notice, if the Supplier files for or becomes subject to company reorganisation (företagsrekonstruktion), bankruptcy (konkurs) or compulsory liquidation (tvångslikvidation), in each case to the extent such termination is permitted under applicable mandatory Swedish insolvency law, if legal control over the Supplier changes, or if the Supplier, following written notice of default, has failed to fulfil its contractual obligations within fifteen (15) days.
12. Warranty and liability
12.1. The Supplier warrants that the Services do not infringe any third-party rights, including but not limited to patents, copyrights, models, trademarks, trade names, databases, or other intellectual property rights, and indemnifies iO Sweden against all third-party claims in this regard.
12.2. The Supplier shall fully indemnify and hold iO Sweden harmless, including attorneys' fees, for defects in the Services provided.
12.3. The Supplier is liable towards iO Sweden and third parties for all damages and costs caused during or by the (late) performance of an Agreement and/or infringements of third-party rights.
12.4. In the event of breach of an Agreement by the Supplier, the Supplier shall pay iO Sweden liquidated damages of 20% of the value of the Services, without prejudice to iO Sweden's right to claim damages for any loss exceeding that amount.
12.5. The Supplier shall maintain adequate insurance cover against civil liability and professional liability for the duration of any Agreement.
12.6. The Parties shall not be liable if they are prevented from performing an Agreement due to force majeure, or any circumstances beyond their control.
13. Miscellaneous
13.1. An Agreement does not create exclusivity.
13.2. If the Parties use an electronic signature, they attach to it the same legal consequences that a non-electronic signature has.
13.3. The Supplier may not refer to the name or logo of iO Sweden or the nature of the Services for promotional purposes, except with the prior written consent of iO.
13.4. The Supplier shall refrain from (in)directly recruiting, employing or offering to employ persons working for iO. The Supplier may not in any way attempt to make such persons terminate their relationship with iO Sweden during the term of an Agreement and for up to 12 months thereafter. If the Supplier fails to comply with this provision, it shall owe iO Sweden immediately payable liquidated damages of SEK 500,000. iO Sweden shall also be entitled to claim full damages or other legal remedies.
13.5. The Supplier performs an Agreement as an independent service provider, without any form of subordination and authority of iO. The Supplier undertakes to strictly observe the provisions of an Agreement and to comply with all necessary formalities regarding social security and tax obligations. The Supplier warrants that it is registered for F-tax (F-skatt) and, where applicable, for VAT with the Swedish Tax Agency (Skatteverket), and shall notify iO Sweden immediately if that registration ceases. If the Supplier does not hold a valid F-tax approval, iO Sweden shall be entitled to make the tax deductions from payments required under the Swedish Tax Procedure Act (skatteförfarandelagen (2011:1244)).
13.6. If any (part of a) provision in an Agreement or in the GPC is void or unenforceable, the remaining provisions shall remain in full force and effect. The Parties already now (implicitly) replace those provisions with, or interpret the other provisions as, a provision that is not void and enforceable and that approximates the purpose and purport of that other provision as much as possible.
13.7. A provision in an Agreement takes precedence over a conflicting provision in the GPC.
13.8. iO Sweden reserves the right to amend the content of the GPC. Amendments made by iO Sweden take effect after the Supplier has been informed of the amendments.
14. Applicable law and choice of forum
14.1. Agreements and disputes that may arise in relation to an Agreement are governed by Swedish law, excluding its conflict-of-law rules. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
14.2. Disputes that may arise in relation to an Agreement will be submitted exclusively to the competent Swedish courts, with Stockholm District Court (Stockholms tingsrätt) as the court of first instance.