Enaiblers AB

These Business Sales Terms & Conditions (“Terms”) govern all quotations, order confirmations, sales, and supplies of products and related services by Enaiblers AB (“Enaiblers”, “Supplier”, “we”, “us”, or “our”) to any business, institutional, governmental, professional, research, or commercial purchaser (“Buyer”).

These Terms do not apply to consumers.

1. Applicability

1.1 Scope

These Terms apply to all quotations, order confirmations, invoices, sales, shipments, licenses, and supplies of hardware, software, accessories, spare parts, services, and related documentation provided by Enaiblers to the Buyer, unless otherwise expressly agreed in writing.

1.2 Business Buyers Only

The Buyer confirms that it is purchasing the products and/or services for business, institutional, governmental, research, or professional use, and not as a consumer.

1.3 Order of Precedence

In the event of any inconsistency, the following order of precedence shall apply:

1. the applicable quotation or order confirmation issued by Enaiblers;
2. these Business Sales Terms & Conditions;
3. Enaiblers’ Returns, Refunds & Warranty Policy;
4. any other Enaiblers policy expressly incorporated by reference.

1.4 Exclusion of Buyer Terms

Any terms and conditions contained in the Buyer’s purchase order, standard terms, procurement portal, or other document shall not apply unless expressly accepted by Enaiblers in writing.

2. Definitions

For purposes of these Terms:

• “Buyer” means the legal entity purchasing products and/or services from Enaiblers.
• “Products” means hardware, devices, equipment, accessories, spare parts, software, subscriptions, licenses, documentation, and any other goods supplied by Enaiblers.
• “Services” means installation, training, maintenance, support, calibration, commissioning, consulting, or other services supplied by Enaiblers, if any.
• “Quotation” means the commercial offer issued by Enaiblers to the Buyer.
• “Order Confirmation” means Enaiblers’ written confirmation accepting the Buyer’s order.
• “Incoterms” means the Incoterms 2020 rules published by the International Chamber of Commerce.
• “Delivery Point” means the named place stated in the applicable Quotation or Order Confirmation for the agreed Incoterm.
• “Cleared Funds” means funds received by Enaiblers in full and available for unrestricted use, without deduction, set-off, withholding, or pending bank clearance.

3. Quotations, Validity, and Acceptance

3.1 Quotation Validity

Unless otherwise stated in the Quotation, each Quotation is valid only until the expiry date stated therein. Enaiblers may withdraw, amend, or revise a Quotation at any time before acceptance.

3.2 Buyer Acceptance

The Buyer may accept a Quotation by:

• signing and returning the Quotation;
• issuing a purchase order referencing the Quotation;
• confirming acceptance in writing; or
• making payment in whole or in part.

3.3 Formation of Contract

A binding contract is formed when the Buyer accepts the Quotation and Enaiblers issues an Order Confirmation, accepts payment, or otherwise commences performance.

3.4 Quote-Specific Terms

Any lead times, batch allocations, shipping windows, or commercial terms stated in the Quotation apply only to that Quotation and only if accepted within the validity period and subject to timely payment and Buyer cooperation.

3.5 Confidentiality of Quotations

Quotations, technical information, pricing, and commercial proposals supplied by Enaiblers are confidential and may not be disclosed to third parties except as reasonably required for the Buyer’s internal purchasing, compliance, or financing process.

4. Products and Scope of Supply

4.1 Scope

Only the Products and Services expressly identified in the applicable Quotation or Order Confirmation are included in the scope of supply.

4.2 Exclusions Unless Expressly Included

Unless expressly stated in writing, the following are excluded:

• installation;
• commissioning;
• site preparation;
• validation;
• integration;
• training;
• on-site support;
• preventive maintenance;
• consumables;
• software customization;
• third-party licenses;
• regulatory registration support;
• destination-country approvals, permits, or certifications.

4.3 Product Changes

Enaiblers may make minor design, manufacturing, packaging, labeling, or component changes that do not materially affect the essential function or intended performance of the Product.

5. Price, Currency, Taxes, and Charges

5.1 Pricing

Prices are stated in the currency specified in the applicable Quotation.

5.2 Exclusions

Unless expressly stated otherwise, prices exclude:

• freight;
• insurance;
• customs duties;
• import duties;
• import VAT/GST or similar taxes;
• local sales taxes;
• withholding taxes;
• customs brokerage fees;
• inspection fees;
• regulatory costs;
• banking charges;
• destination-country handling charges;
• storage or demurrage.

5.3 Taxes

The Buyer shall bear all taxes, duties, levies, charges, and governmental assessments arising in connection with the purchase, shipment, importation, sale, or use of the Products, except taxes imposed on Enaiblers’ net income.

5.4 Withholding Taxes

If the Buyer is required by law to withhold any tax from a payment due to Enaiblers, the Buyer shall, to the extent permitted by law, gross up the payment so that Enaiblers receives the full amount it would have received absent such withholding.

5.5 Export or Zero-Rated VAT

Any export or zero-rated VAT treatment is subject to the Buyer timely providing all documentation reasonably required by Enaiblers or applicable law. If such documentation is not provided, Enaiblers may charge applicable VAT or similar taxes.

6. Payment Terms

6.1 Advance Payment

Unless otherwise stated in the applicable Quotation, full payment in advance is required.

6.2 Production Trigger

For manufactured-to-order Products, production will not commence until Enaiblers has received the full invoiced amount in Cleared Funds.

6.3 Payment Costs

The Buyer shall bear all:

• bank transfer fees;
• correspondent bank fees;
• intermediary bank charges;
• foreign exchange costs; and
• other payment-related charges,

so that the full invoiced amount is received by Enaiblers without deduction.

6.4 Late Payment

If any amount due is not paid when due, Enaiblers may, without prejudice to any other rights:

• suspend performance;
• postpone shipment;
• reallocate production capacity;
• cancel the affected order or Quotation; and/or
• charge interest on overdue amounts at 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

6.5 No Set-Off

The Buyer may not withhold, deduct, set off, or counterclaim against any amount due to Enaiblers unless required by mandatory law or agreed by Enaiblers in writing.

7. Production Schedule and Lead Times

7.1 Manufactured-to-Order Products

Unless otherwise stated, Products are manufactured to order.

7.2 Standard Lead Time

Unless otherwise stated in the applicable Quotation, Enaiblers’ standard lead time is approximately six (6) months from receipt of full payment in Cleared Funds.

7.3 Estimated Dates Only

Any lead time, production date, shipping window, or batch allocation communicated by Enaiblers is an estimate only and shall not constitute a guaranteed delivery date.

7.4 Factors Affecting Timing

Estimated dates may be affected by:

• component availability;
• supply chain constraints;
• production capacity;
• quality control procedures;
• export controls;
• customs delays;
• carrier availability;
• force majeure events; and
• delays caused by the Buyer.

7.5 Batch Allocation

Any planned manufacturing batch allocation is subject to the Buyer’s timely acceptance of the Quotation and timely receipt of full payment by Enaiblers.

8. Delivery Terms

8.1 Applicable Incoterm

Delivery shall be made in accordance with the Incoterm stated in the applicable Quotation or Order Confirmation.

8.2 Default Delivery Term

8.3 FCA Responsibilities

Where FCA applies:

• Enaiblers shall deliver the Products, cleared for export where applicable, to the carrier or other person nominated by the Buyer at the named Delivery Point;
• risk shall pass in accordance with FCA Incoterms 2020;
• the Buyer shall be responsible for main carriage, transit, insurance unless otherwise agreed, import clearance, import permits, duties, taxes, and destination-country compliance.

8.4 Alternative Shipping Terms

Any alternative Incoterm or seller-arranged shipping term must be expressly stated in writing in the applicable Quotation or Order Confirmation.

8.5 Shipment Assistance

If the Buyer requests Enaiblers to assist in arranging shipment, freight forwarding, insurance, or related logistics, such assistance is provided as a convenience only and at the Buyer’s cost and risk unless expressly agreed otherwise in writing.

9. Buyer Shipping, Import, and Regulatory Responsibilities

9.1 Buyer Cooperation

The Buyer shall provide in a timely manner:

• correct consignee information;
• delivery contact details;
• carrier details or freight account details, where applicable;
• import license or permit information;
• end-use or end-user documentation, if required;
• customs information; and
• any other information reasonably required for shipment or compliance.

9.2 Import and Destination Compliance

The Buyer is solely responsible for:

• obtaining import permits, licenses, registrations, certifications, and approvals;
• ensuring lawful importation into the destination country;
• compliance with local regulatory requirements;
• customs clearance at destination;
• destination-country taxes and charges;
• lawful installation, resale, and use of the Products in its jurisdiction.

9.3 Buyer-Caused Delays

If Products are ready for dispatch but shipment or delivery is delayed due to the Buyer’s acts, omissions, instructions, or failure to cooperate, Enaiblers may:

• postpone dispatch;
• revise estimated shipment dates;
• store the Products at the Buyer’s cost and risk; and
• charge reasonable storage, handling, insurance, demurrage, or re-delivery costs.

10. Export Documentation

10.1 Standard Documents

Enaiblers shall provide the commercial invoice and such standard export or shipping documents as are customarily provided for the agreed delivery term and reasonably required for export from Sweden.

10.2 Additional Documentation

Any consular documentation, destination-specific legalization, translation, certification, special testing, or country-specific import documentation requested by the Buyer shall be at the Buyer’s cost, subject to Enaiblers’ agreement and document availability.

11. Risk and Title

11.1 Risk Transfer

Risk of loss or damage to the Products shall pass from Enaiblers to the Buyer in accordance with the applicable Incoterm stated in the Quotation or Order Confirmation.

11.2 Retention of Title

Title to the Products shall remain with Enaiblers until Enaiblers has received, in Cleared Funds, full payment of:

• the price of the Products; and
• all other amounts due from the Buyer in connection with the relevant order.

11.3 Buyer Obligations Before Title Passes

Until title passes, the Buyer shall:

• keep the Products identifiable as Enaiblers’ property where reasonably practicable;
• not pledge, mortgage, charge, or otherwise encumber the Products; and
• take reasonable care to protect the Products from loss or damage.

12. Inspection, Acceptance, and Claims

12.1 Inspection Period

The Buyer shall inspect the Products promptly upon receipt and in any event no later than thirty (30) days from delivery under the applicable Incoterm.

12.2 Written Notice

Any claim for:

• shortage;
• visible transport damage;
• visible defect;
• non-conformity with agreed specifications; or
• other reasonably discoverable issue

must be submitted to Enaiblers in writing within the 30-day inspection period and must include reasonable supporting details and evidence, including photographs where applicable.

12.3 Carrier Claims

Where transport damage is involved, the Buyer shall also notify the carrier promptly and preserve all packaging and evidence needed for freight or insurance claims.

12.4 Deemed Acceptance

If the Buyer fails to give notice within the inspection period, the Products shall be deemed accepted with respect to all visible or reasonably discoverable defects or non-conformities.

12.5 Latent Defects

Claims relating to latent defects that were not reasonably discoverable during the inspection period shall be subject to any express warranty provided by Enaiblers and the applicable Returns, Refunds & Warranty Policy.

13. Warranty, Returns, Refunds, and RMA Procedure

13.1 Separate Policy

Warranty coverage, return eligibility, refund rules, RMA procedures, repair or replacement handling, software defect handling, and out-of-warranty service are governed by Enaiblers’ Returns, Refunds & Warranty Policy in effect on the order date.

13.2 Incorporation by Reference

The Returns, Refunds & Warranty Policy is incorporated into these Terms by reference.

13.3 Commercial Terms Prevail

If there is any inconsistency between these Terms and the Returns, Refunds & Warranty Policy regarding:

• payment;
• delivery term;
• transfer of risk;
• title;
• limitation of liability; or
• governing law and dispute resolution,

these Terms shall prevail unless the applicable Quotation expressly states otherwise.

13.4 Exclusive Remedy

Except as expressly provided in the applicable warranty, the Buyer’s remedies for defective Products are limited to repair, replacement, supply of missing parts, re-performance of Services, or refund, at Enaiblers’ option.

14. Software and Licenses

14.1 License, Not Sale

Any software supplied by Enaiblers is licensed, not sold, and is subject to any applicable software license terms, end user license agreement, subscription terms, or product-specific documentation.

14.2 Restrictions

Unless expressly permitted by mandatory law or written agreement, the Buyer shall not, and shall not permit any third party to:

• copy, modify, adapt, or create derivative works of the software;
• reverse engineer, decompile, or disassemble the software;
• remove proprietary notices;
• sublicense, distribute, or make the software available to unauthorized third parties;
• use the software beyond the licensed scope.

14.3 Activation and Refunds

Software licenses, including subscriptions, are generally non-refundable after activation, download, or first use, except as expressly stated in the Returns, Refunds & Warranty Policy or required by applicable law.

15. Product Use, Research Use, and Regulatory Status

15.1 Intended Use

The Buyer shall use the Products only in accordance with Enaiblers’ documentation, instructions, specifications, and any stated intended use.

15.2 RUO / Non-Clinical Products

If a Product is designated Research Use Only (RUO) or otherwise identified as not approved for clinical, diagnostic, therapeutic, or other regulated use, the Buyer acknowledges and agrees that:

• the Product is supplied only for the stated permitted use;
• the Product is not represented as approved for clinical diagnostic or therapeutic use unless expressly stated in writing;
• the Buyer is solely responsible for ensuring lawful importation, registration, marketing, and use in its jurisdiction.

15.3 No Unauthorized Use

The Buyer shall not use any Product in any prohibited, unsafe, unlawful, or non-approved application.

16. Installation, Commissioning, Training, and Services

16.1 Excluded Unless Quoted

Installation, commissioning, validation, calibration, training, maintenance, and other Services are not included unless expressly identified in the applicable Quotation or Order Confirmation.

16.2 Buyer Site Responsibilities

Where Services are supplied, the Buyer shall provide timely access to the site, suitable working conditions, utilities, internet access if required, safe premises, and all necessary permits and internal approvals.

16.3 Service Delays

If Services are delayed by the Buyer, Enaiblers may reschedule performance and charge reasonable standby, cancellation, travel, storage, or re-mobilization costs.

17. Order Changes and Cancellation

17.1 Manufactured-to-Order Products

Because most Products are manufactured to order, accepted orders may not be cancelled, reduced, or modified without Enaiblers’ prior written consent.

17.2 Effect of Approved Changes

If Enaiblers agrees to a change, Enaiblers may revise:

• price;
• lead time;
• delivery date;
• specifications;
• shipping plan; and
• any other affected commercial term.

17.3 Cancellation Charges

If Enaiblers agrees to cancellation or reduction of an order, the Buyer shall reimburse Enaiblers for all costs and commitments incurred up to the date of cancellation, including:

• engineering and administrative work;
• raw materials and components;
• supplier cancellation charges;
• work in progress;
• allocated production capacity;
• packaging;
• storage;
• logistics costs.

18. Intellectual Property

18.1 Ownership

All intellectual property rights in and to the Products, software, documentation, designs, data, trade names, trademarks, logos, and related materials remain the exclusive property of Enaiblers and/or its licensors.

18.2 No Transfer of IP

No sale transfers any intellectual property rights except for the limited right to use the Products for their intended purpose in accordance with applicable documentation and license terms.

18.3 Feedback

If the Buyer provides suggestions, ideas, improvements, or feedback regarding the Products or Services, Enaiblers may use such feedback without restriction or obligation unless otherwise agreed in writing.

19. Compliance With Laws, Sanctions, and Anti-Corruption

19.1 General Compliance

Each party shall comply with the laws and regulations applicable to its own obligations under the transaction.

19.2 Export Controls and Sanctions

The Buyer shall not export, re-export, transfer, use, or supply the Products in violation of any applicable export control laws, sanctions laws, or trade restrictions.

19.3 Restricted Parties and End Uses

The Buyer confirms that it is not a prohibited or sanctioned party and that the Products will not be supplied to any prohibited end user or used for any prohibited end use.

19.4 Anti-Bribery

The Buyer shall comply with applicable anti-bribery and anti-corruption laws in connection with the purchase and use of the Products and Services.

20. Limitation of Liability

20.1 Exclusion of Indirect Loss

To the maximum extent permitted by applicable law, Enaiblers shall not be liable for any:

• indirect loss;
• consequential loss;
• incidental loss;
• punitive damages;
• loss of profit;
• loss of revenue;
• loss of business;
• loss of opportunity;
• loss of data;
• loss of goodwill;
• cost of substitute goods or services.

20.2 Liability Cap

To the maximum extent permitted by applicable law, Enaiblers’ total aggregate liability arising out of or in connection with any Quotation, order, Product, Service, or these Terms shall not exceed the amount actually paid by the Buyer to Enaiblers for the specific Product or Service giving rise to the claim.

20.3 Basis of Bargain

The Buyer acknowledges that the prices charged by Enaiblers reflect the allocation of risk set out in these Terms.

20.4 Mandatory Liability

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.

21. Force Majeure

Enaiblers shall not be liable for any delay, failure, or inability to perform to the extent caused by events beyond its reasonable control, including:

• acts of God;
• fire, flood, earthquake, or natural disaster;
• epidemic or pandemic;
• war, terrorism, civil unrest, or sabotage;
• labor disputes;
• transport disruption;
• utility outages;
• supplier or subcontractor failure;
• component shortages;
• governmental action;
• export restrictions;
• customs delays;
• sanctions; or
• any similar event beyond Enaiblers’ reasonable control.

In such circumstances, Enaiblers’ time for performance shall be extended by a reasonable period. If the delay continues for an extended period, Enaiblers may cancel the affected order without liability for non-performance, other than refunding any amount paid for Products not supplied, less any non-recoverable costs already incurred where permitted by law and agreed terms.

22. Governing Law and Dispute Resolution

22.1 Governing Law

These Terms, and any dispute arising out of or in connection with them or any resulting contract, shall be governed by the laws of Sweden, excluding its conflict of laws rules.

22.2 Arbitration

Any dispute, controversy, or claim arising out of or in connection with these Terms, any Quotation, any Order Confirmation, or the sale or supply of Products or Services shall be finally settled by arbitration administered by the Stockholm Chamber of Commerce (SCC) in accordance with the SCC Arbitration Rules.

22.3 Seat and Language

The seat of arbitration shall be Stockholm, Sweden, and the language of the arbitration shall be English.

22.4 Interim Relief

Nothing in this clause shall prevent Enaiblers from seeking interim relief, injunctive relief, or collection of undisputed debts before any court of competent jurisdiction.

23. Miscellaneous

23.1 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23.2 Waiver

Failure or delay by Enaiblers to exercise any right shall not constitute a waiver of that right.

23.3 Assignment

The Buyer may not assign or transfer any rights or obligations under these Terms without Enaiblers’ prior written consent. Enaiblers may assign or transfer its rights and obligations to an affiliate or in connection with a merger, reorganization, or sale of business assets.

23.4 Notices

Any formal notice under these Terms shall be given in writing by email or courier to the contact details stated in the applicable Quotation or on Enaiblers’ website, unless a party has notified the other of updated details.

23.5 Survival

Any provisions which by their nature should survive termination or completion of the transaction shall survive, including provisions relating to payment, intellectual property, limitation of liability, governing law, dispute resolution, confidentiality, and compliance.

24. Changes to These Terms

Enaiblers may update these Terms from time to time by publishing a revised version on its website.

The version of these Terms in effect on the date of the applicable Quotation or Order Confirmation shall apply to that transaction, unless Enaiblers and the Buyer expressly agree otherwise in writing.

25. Contact Information