General Terms and Conditions

General Terms and Conditions for CLER AB

1 Introduction

1.1 CLER manufactures, markets, sells and leases air filtration systems and related hardware and provides support and maintenance on the Products.

1.2 The Products have the specifications and functionalities as described in the Data Sheet.

1.3 These general terms sets forth the terms and conditions under which the Customer purchases the Products and/or the Services (as defined in Section 2.1 below) from CLER.

1.4 Capitalised terms used herein are, if not defined in these general terms, defined in the relevant Order Form, executed between CLER and the Customer.

2 Service and Ownership of Products

2.1 CLER shall deliver the Products and, if ordered by the Customer in the Order Form, provide maintenance, support and provision of spare parts, of the Products, at the Site (the “Services”) in accordance with this Section 2.

2.2 The ownership of the Products will be transferred to the Customer once the Price has been duly received by CLER and CLER has delivered the Products

2.3 Delivery of Products

2.3.1 CLER shall deliver the Products, to the Site, no later than on the Delivery Date. The Products will be delivered in accordance with the Incoterms 2020, FCA rules, to the Site.

2.3.2 If the Customer wishes to cancel an order for a Product, such cancellation request shall be sent to CLER in writing and shall not be binding between the Customer and CLER until the Customer has received a written confirmation from CLER regarding the cancellation. Any costs incurred by CLER for an ordered Product that is cancelled will be charged to the Customer.

2.4 Maintenance

2.4.1 The Services include scheduled primary maintenance; including inspections, calibrations and replacement of non-functional parts when required (provided that the need of replacement is not due to the Customer’s misuse or negligence). CLER will complete planned maintenance during agreed time windows to minimise business disruption for the Customer.

2.4.2 The Customer is responsible for performing basic routine maintenance, for which no specialised technical expertise is needed, in accordance with the instructions and time intervals specified in the Product Manual.

2.4.3 The Customer’s failure to perform in accordance with the Product Manual may affect the functionalities of the Product and CLER’s warranty obligations. CLER may charge the Customer for costs incurred as a result of the Customer's failure to perform in accordance with the Product Manual.

2.5 Support

2.5.1 The Services include emergency support within the following response times (during normal business hours).

Critical Issues (system failure): 2 hours response time 24 hours resolution target.

High Priority Issues (reduced performance): 2 hours response time, 72 hours resolution target.

Standard Issue (minor faults): Within five (5) business days response.

2.5.2 Support matters are initiated by the Customer contacting CLER Support services shall continue as part of the Services covered by the Service Fee.

2.5.3 If the need for support is due to the Customers breach of its obligations under this Agreement, including but not limited to the Product Manual, misuse or negligence, the support provided will be charged according to CLER’s price list from time to time.

2.6 Spare Parts and Components

Cler maintains an inventory of critical spare parts. Replacement parts are covered by the Service Fee, provided that the replacement is not due to the Customer’s breach of its obligations under this Agreement, including but not limited to the Product Manual, misuse or negligence.

3 Pricing and Payment of the Price and/or the Serivce

3.1 Payment of the Price and/or the Service Fee (as applicable) shall be made in accordance with this Section 3.

3.2 The Price shall be paid within thirty (30) days from the issuance of the invoice. Any Service Fee will be invoiced monthly in advance from the Effective Date, and the payment term shall be thirty (30) days from invoice.

3.3 CLER shall be entitled to interest on arrears on the amount due as from the due date, at the interest rate which applies pursuant to the Swedish Interest Act. In addition, CLER shall be entitled to damages for all loss, costs and expenses incurred by CLER in order for it to collect the Price and/or the Service Fee.

3.4 CLER shall be entitled to withhold its performances in the event the Customer fails to pay any Service Fee in due time.

CLER may terminate the Agreement where the Customer fails to make payment within three (3) months of the due date or where it is clear that the Customer will not be able to pay. In the event of termination due to the Customer’s failure in payment, CLER shall, in addition to withholding its performances, be entitled to damages for all loss.

3.5 In addition to the Price and/or the Service Fee, additional charges may apply for, inter alia:

a) replacement parts, reparation, maintenance or support due to Customer’s failure to fulfil its obligations under this Agreement, including but not limited to the Product Manual, misuse or negligence;

a) modifications requested by the Customer, due to Customer specific needs; and

b) Services outside normal business hours (except for Critical Issues).

3.6 Unless otherwise agreed between the Parties, any Service Fee will at the commencement of each Renewal Term be adjusted in accordance with the Swedish Consumer Price Index (Sw. Konsumentprisindex, KPI). In addition, CLER may increase the Service Fee (if any) during the Term (as defined in Section 4.1) or a Renewal Term (as applicable) in the event it is being subject to extraordinary and unforeseeable cost increases outside of its control, including, but not limited to:

a) significant increases in the cost of components or other consumable exceeding ten (10) percent within a six (6) month period;

b) new or increased taxes, duties, or regulatory compliance costs;

c) currency fluctuations affecting imported components where such fluctuations exceed ten (10) percent over a six (6) month period;

d) force majeure events causing sustained supply chain disruptions resulting in material cost increases.

4 Term and Termination

4.1 In the event Services have been ordered in the Order Form, the Agreement enters into effect on the Effective Date and shall remain in full force for sixty (60) months (“Term” / “Renewal Term”), unless terminated by a Party, in writing, at least three (3) months before the Term/each Renewal Term (as applicable).

4.2 During a Term or a Renewal Term (as applicable), the Agreement may not be prematurely terminated other than explicitly set out in this Agreement or due to:

a) a material breach of the other Party not remedied within thirty (30) days of notice (if capable of being remedied); or

b) the insolvency or bankruptcy of the other Party.

4.3 In addition to what is set out in Section 4.2, CLER shall, in the event of a Change of Control (as defined herein) have the right to, by giving thirty (30) day’s written notice to the Customer, terminate this Agreement with immediate effect at the end of such notice period. “Change of Control” means the occurrence of any of the following event

a) a sale, transfer, or other disposal of all or substantially all of the Customer’s assets;

b) a merger, consolidation, or reorganisation of the Customer where the shareholders of the Customer immediately prior to such transaction hold less than fifty (50) percent of the voting power in the surviving entity; or

c) the acquisition by any person(s) of more than fifty per cent (50) percent of the voting rights or issued share capital of the Customer.

5 Delay and Remedies for Delay

5.1 If CLER fails to deliver the Products on the Delivery Date, the Customer shall be entitled to liquidated damages, unless the Customer has been informed of the delay and such delay does not exceed one (1) week, in which case the new Delivery Date shall be one (1) week from the original Delivery Date. The liquidated damages shall be one (1) percent of the Price (if no Services are ordered) or of the yearly Service Fee (if Services are ordered), for each full week of the delay. The liquidated damages shall not exceed ten (10) percent of the Price or the yearly Service Fee (as applicable).

5.2 These liquidated damages shall be payable provided that the delay in delivery was not caused by the Customer. Any liquidated damages may be deducted from, in CLER’s sole discretion, the Price and/or the first Service Fee payment due.

5.3 The Customer forfeits its right to liquidated damages where the Customer fails to make a written claim for liquidated damages within six (6) months from the Installation Date.

6 Defects and Remedies for Defects

6.1 The characteristics and quality of the Products shall be consistent with the Data Sheet. CLER shall not otherwise be liable for the characteristics of the Products. CLER shall not be liable for defects or damage caused by the Customer, for example, incorrect handling or Customer’s failure to comply with this Agreement, including but not limited to the Product Manual, misuse or negligence.

6.2 CLER's liability for warranties, specific undertakings, and undertakings follows from the provisions of the Agreement and all other liability is expressly excluded (to the extent permitted under applicable laws).

6.3 CLER shall only be liable for defects which manifest themselves within two (2) years from the Effective Date. The Customer shall notify CLER of any defect without unreasonable delay, however not later than within two (2) weeks from the date on which the defect manifested itself, or the Customer should have discovered the defect. The notice of defect shall contain a description of the defect.

6.4 The Customer shall compensate CLER for any and all losses and costs where the Customer gives notice of a defect in a Products and it is subsequently proven that there was no defect for which CLER was liable.

6.5 CLER shall have the right and the obligation to rectify any defects for which it is liable hereunder. CLER shall determine whether rectification will be made through repair or through replacement of the Products (redelivery to the Site).

6.6 Where CLER breaches its obligation to rectify a defect or redeliver the relevant Products and fails to comply with the Customer’s request to rectify or redeliver by a specific reasonable deadline, the Customer shall, subject to CLER's prior written approval, be entitled either to:

a) rectify the defect at CLER's expense and risk, at a reasonable cost in light of the significance of the defect and/or the value of the Products; or

b) claim damages for all loss, at a maximum of ten (10) percent of the Price.

7 Limitations of Liability

7.1 CLER's liability to the Customer in relation to the delivery and sale of Products and provision of Services are exclusively and exhaustively governed by these General Terms. To the maximum extent permitted by applicable law, CLER assumes no liability other than set out herein.

7.2 CLER shall have no liability for indirect damages or losses or beyond that which explicitly follows from this Agreement, and the Customer shall not be entitled to remedies due to CLER’s breach of contract other than those which follow from this Agreement. CLER’s aggregate general liability under this Agreement shall in any event be limited to an amount equal to the Price or, if only Services (and no Products) are ordered, the yearly Service Fee. This limitation of liability shall not apply where CLER has acted with gross negligence.

7.3 CLER shall not be liable for any third-party property damage or personal injury resulting from any defect in the Products. In the event CLER incurs liability in damages to any third party due to property damage or personal injury, the Customer shall hold CLER harmless. This limitation shall not apply where CLER has acted with gross negligence.

8 Discharge from Liability (Force Majeure)

8.1 Each Party is entitled to postpone the performance of its obligations and is relieved from the consequences of non-performance of its obligations under the Agreement where such performance is prevented, rendered significantly more complicated, or unduly rendered more costly due to a circumstance beyond such Party’s control, and which such Party neither could nor reasonably should have foreseen at the time of execution of the Agreement. Such force majeure event can comprise, for example, war or warlike situations, civil war, military mobilisation or military conscription of a similar scope, insurrection and riot, terrorism, sabotage, fire, flood, natural disaster, epidemic, pandemic, break-down of means of transport, discontinuation of the supply of energy, strike, lock-out or other general or local industrial action (notwithstanding that the relevant Party itself is a party to the action), requisition, seizure, public authority order, trade restrictions, payment restrictions, or currency restrictions, or a circumstance comparable therewith.

8.2 Each Party shall notify the other Party in the event of a risk that an obligation cannot be performed or will be delayed due to a force majeure event. A failure to provide such notice within a reasonable time shall result in an obligation to compensate the other Party for the loss that could have been avoided had timely notice been given.

9 Intellectual Property Rights

9.1 All existing and future intellectual property rights, know-how, and documentation relating to the Products are the property of CLER. The Agreement does not entail an assignment to the Customer of any of CLER’s intellectual property rights or that the Customer in any other manner assumes CLER’s intellectual property rights.

9.2 The Customer is expressly prohibited from registering CLER’s trademarks or other intellectual property rights. Unless otherwise explicitly agreed in writing or for the purpose of using the Products and Services under this Agreement, the Customer may not use CLER’s trademark.

10 Compliance with Trade Regulations

10.1 CLER is subject to trade restrictions under EU regulations and national law concerning the sale, export or re-export of goods and services, inter alia, directly or indirectly to the Russian Federation. The Customer shall use its best efforts to ensure that CLER does not breach any obligations under such present or future trade regulations by action or omission by the Customer or any third party further down the commercial chain. The Customer shall immediately inform CLER about any problems or potential problems in applying this compliance clause, including any activities by third parties.

10.2 Any violation of this compliance clause constitutes a breach of contract, which entitles CLER to damages. Such breach may be material and also entitle CLER to terminate this Agreement.

11 Confidentiality

11.1 The Parties undertake not to disclose to third parties any information relating to the contents of the Agreement and any other information received by the Parties as a consequence of the Agreement. This applies irrespective of whether the information was provided in written or oral form and irrespective of form (“Confidential Information”). The Parties undertake to use such Confidential Information solely for the purpose of performing their obligations under the Agreement. The receiving Party agrees to take necessary measures to prevent its employees, subcontracting consultants, or other intermediaries from using or revealing Confidential Information to third parties and to use the same degree of care (but not less than reasonable care) to avoid disclosure or use of Confidential Information as the Party uses with respect to its own confidential and/or proprietary information.

11.2 The above shall not apply to such information which

a) at the time of disclosure or later, enters the public domain other than through a breach of the Agreement; or

b) was already available to the recipient Party or which it has developed in-house before the Agreement was entered into and which has not been obtained, directly or indirectly, through a breach of the Agreement.

11.3 This confidentiality undertaking does not prevent the Party from disclosing such information that the Party is obligated to disclose pursuant to law, court decision, or public authority order or agreement with an exchange or other marketplace. In the event a Party has an obligation to provide such information or an obligation is imposed, the Parties undertake to immediately notify the other Party, to the extent allowed by law. The Parties shall use their best efforts to ensure that information provided pursuant to this clause, to the extent possible, is treated as confidential by the recipient of the information.

11.4 This confidentiality undertaking shall continue to remain in force for a period of two (2) years after the term of this Agreement.

12  Assignments

A Party is not entitled to assign or pledge its rights or obligations under this Agreement, in whole or in part, to any third party, without the written consent of the other Party. Notwithstanding anything to the contrary, CLER may, without the Customer’s consent assign, transfer, or novate its right to receive payments under this Agreement (including all future Service Fees and other monetary obligations) to any bank, financial institution, leasing company, or other financing party for the purpose of securing financing or as part of a financing arrangement.

13 Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to the content of the Agreement and supersedes all prior written or oral warranties, undertakings, representations, and agreements between the Parties.

14 Notification Obligation

The Customer shall promptly notify CLER of any event that could materially affect its performance under this Agreement, including Change of Control, insolvency proceedings, or material litigation.

15 Amendments

Cler reserves the right to amend these General Terms at any time and at its sole discretion. Any amendments will become effective upon publication of the updated General Terms on CLER’s website. CLER will notify Customers of any material changes to these General Terms by email at least fifteen (15) days prior to the amendments taking effect. The Customer’s continued use of the Services after the effective date of any amendments shall constitute acceptance of the amended General Terms. If the Customer does not agree to the amendments, the Customer must cease using the Services and may terminate the Agreement in accordance with the termination provisions set out herein.

16 No Waiver

A Party’s failure to give notice of the other Party’s deviation from the terms and conditions of the Agreement shall not entail that the Party is thereby deemed to have waived its rights, nor shall it result in the Agreement being amended by virtue of inaction.

17 Severability 

If any provision of the Agreement, or the application thereof, is deemed invalid, the Agreement, or the provision as a whole, shall not be rendered invalid. The Parties shall, instead, modify the Agreement or the provision, to the extent possible, in order to give effect to the spirit of this Agreement. If the Parties cannot agree on a modification of the invalid provision, the provision shall be deemed deleted and other provisions of the Agreement shall remain in force.

18 Governing Law and Jurisdiction

18.1 The Agreement shall be governed by the substantive law of Sweden.

18.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”).

18.3 The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators.

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

18.5 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not be disclosed to a third party without the prior consent of the other Party. Exceptions to the foregoing shall only apply to the extent that disclosure may be required of a Party due to mandatory law, an order of a competent court or public authority, or to protect, fulfil or pursue a legitimate legal right or obligation or to enforce or challenge an award.