GENERAL TERMS AND CONDITIONS OF SALES – BUSINESS CUSTOMER

 

Effective from.: 2025-05-19

This version of the agreement replaces any previous versions.

1. General Provisions

1.1 Scope: These general terms and conditions of sale ("Terms of Sale") apply between Venture Design AB (reg. no. 556787–4424) (hereinafter referred to as the "Supplier") and the business entity/legal person purchasing goods from the Supplier (the "Business Customer"). The Supplier and the Business Customer are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1.2 The Supply Agreement: The agreement between the Parties regarding the purchase and delivery of goods, including these Terms of Sale, any appendices, quotations, etc., is collectively referred to as the “Supply Agreement”.

1.3 Reseller Terms: If the Business Customer purchases goods from the Supplier for resale to its own customers, the specific terms for resellers stated in the Appendix: Reseller Terms shall also apply, in addition to these general terms and conditions of sale. For direct deliveries to end customers (DS orders), see the Reseller Terms appendix (following the end of these General Terms and Conditions of Sale).

1.4 Legal Status of the Parties: The Supplier and the Business Customer are two independent parties. The Business Customer acts in its own name and on its own behalf and does not bind the Supplier in relation to third parties.

1.5 Acceptance of Terms: By registering a user account with the Supplier and/or purchasing goods from the Supplier’s assortment, the Business Customer accepts the current Terms of Sale and confirms that the information provided during registration is accurate.

2. Orders

2.1 Placing Orders: Orders for goods can be placed via the Website.

2.2 Final Sales: The Business Customer has no right to open purchase, right of withdrawal, exchange, or refund, except in cases where a complaint has been approved in accordance with the applicable complaint terms.

2.3 Order Processing: All orders (Store Orders, DS Orders, and Warehouse Orders) should primarily be placed via the Website, where product information and current stock status are available. If the Business Customer lacks login credentials for the Website, they should contact the Supplier via email: info@venturedesign.se.

Cut-off time for store and warehouse orders: Mondays (non-holiday) at 15:00 CET for delivery the same week (subject to potential delays).

2.4 Customer Information: The Business Customer is responsible for providing accurate information when placing an order, including but not limited to the recipient’s contact details and delivery address. The Supplier is not liable for consequences caused by incorrect information. If a return to the Supplier occurs due to incorrect information (e.g., misspelled name or incorrect delivery address), the Supplier reserves the right to charge a fee of SEK 199, which the Business Customer is obliged to pay.

2.5 Binding Agreement: A binding purchase agreement is only concluded once the Supplier has confirmed the order by sending an order confirmation to the email address provided by the Business Customer at the time of ordering.

2.6 Order Confirmation: After the order is placed, the Business Customer will receive an order confirmation sent to the email address provided. The confirmation includes all details of the purchased goods, such as item number, price, billing and delivery address. If the Business Customer identifies any errors in the confirmation, they must notify the Supplier immediately, and no later than twenty-four (24) hours after receiving the confirmation. If no notification is made within this timeframe, the order confirmation will be considered correct and accepted. If the Business Customer has not received the confirmation, they should first check their spam folder and then contact the Supplier if needed.

2.7 Typographical Errors: The Supplier disclaims responsibility for any typographical errors in the order confirmation that the Business Customer realized or should have realized, such as incorrect pricing or product information. In such cases, a revised order confirmation (and invoice, if applicable) will be sent. The Business Customer may cancel the order at no cost if they do not accept the corrections.

2.8 Fulfillment of the Agreement: The Business Customer is considered to have fulfilled their obligations under the purchase agreement once full payment has been made. The Supplier is considered to have fulfilled its obligations once the ordered goods have been delivered.

3. Prices, Shipping Fees etc.

3.1 Prices: All prices and fees presented by the Supplier are stated in Swedish kronor (SEK) and are exclusive of value-added tax (VAT) and any other taxes imposed after the conclusion of the Supply Agreement.

3.2 Price Adjustments: All prices stated in the Supply Agreement are based on the exchange rates and purchase prices applicable at the time of agreement. The Supplier reserves the right to adjust the prices of goods due to significant changes in exchange rates or purchase prices, as well as significant changes in the Supplier’s other delivery-related costs beyond its control (e.g., cost increases due to changes in legislation, government actions, etc.).

3.3 Payment Terms: The payment term for invoices is thirty (30) calendar days.

3.4 Retention of Title: Delivered goods remain the property of the Supplier until full payment has been received.

3.5 Late Payment: In the event of late payment, a reminder fee of SEK 100 and interest on arrears of 15% will be charged. If payment is not made, the Supplier will forward the matter to debt collection unless the Business Customer has demonstrated an error. All collection costs will be charged to the Business Customer and invoiced after the case is closed.

3.6 Credit Assessment: The Supplier will perform a credit check on the Business Customer and may require advance payment.

3.7 Security: If, prior to delivery, there is reasonable cause to believe that the Business Customer will not fulfill its payment obligations, the Supplier has the right to request that the Business Customer provide security. If no acceptable security is provided, the Supplier has the right to withhold delivery until such security is provided, or alternatively cancel the order and claim compensation from the Business Customer for direct costs incurred due to the order.

3.8 Set-off: The Business Customer is not entitled to offset any claim against the Supplier that may have arisen in connection with the Supply Agreement or otherwise, against the Supplier’s claims for payment for its deliveries of goods to the Business Customer.

4. Delivery

4.1 Delivery Terms: All agreed delivery terms shall be interpreted in accordance with Incoterms 2020. In the absence of explicitly agreed delivery terms, delivery shall be made FCA – Free Carrier (at the carrier) (with specified location).

4.2 Delivery Times:

4.2.1 Store Orders: Store orders received before the cut-off time are shipped the same week, and those received after the cut-off time are shipped the following week, provided the item is in stock. The estimated shipping date is always stated in the order confirmation.

4.2.2 Non-stocked Items: Items ordered that are not in stock will receive an estimated shipping date, which may change as the Supplier estimates lead time based on information from the factory, shipping company, and port. Such items may be canceled by the Supplier if delivery from the factory cannot be made.

4.2.3 Return Responsibility: If the delivery of the Customer’s order is returned due to the recipient being closed and/or unstaffed, the Customer is responsible for any additional costs incurred.

4.3 Cancellation: The Customer does not have the right to cancel an ongoing order or withdraw from a purchase of delivered goods.

4.4 Extended Delivery Time: If the Customer fails to fulfill their obligations on time or otherwise delays the delivery, for example by making additions or changes to the order, the Supplier is entitled to extend the delivery time by a period appropriate to the circumstances. If the Customer fails to receive goods ready for delivery at the time specified in the order confirmation, the Customer shall be liable to the Supplier for all costs incurred due to the failed delivery, including but not limited to storage costs, for which a flat rate of 500 SEK per square meter and day applies. The same applies if the Customer returns goods to the Supplier without written agreement.

4.5 Force Majeure: If delivery is hindered, complicated, or delayed due to force majeure, the Supplier shall be free from liability for completing the delivery. The Supplier may, at its discretion, cancel the order in whole or in part or postpone the delivery by a period appropriate to the circumstances beyond the agreed delivery time. Force majeure includes, but is not limited to, strikes, work stoppages, lockouts or other labor disputes, war, mobilization, requisition, seizure, import or export bans, general shortages of goods, transport difficulties, delays in deliveries from subcontractors, or other circumstances beyond the Supplier’s control.

4.6 Delivery Delay: The Supplier shall inform the Customer if there is reason to believe that delivery of goods may be delayed beyond the delivery date stated in the order confirmation (after any applicable extension period). If the delivery delay exceeds forty-five (45) calendar days and the delay is material to the Customer, the Customer has the right to cancel the affected goods.

4.7 Order Cancellation: The Supplier has the right to cancel an order in whole or in part if the Supplier, due to significant difficulties in procuring the ordered goods not caused by the Supplier (e.g., supplier shortages), cannot complete the delivery with commercially reasonable efforts. The Supplier’s liability is limited to refunding the portion of the price corresponding to the goods that cannot be delivered.

5. Complaints and Transport Damage

5.1 Complaint Deadlines: Delivered goods must conform in quantity and quality to the specifications stated in the order confirmation. Complaints regarding delivery shortages and defects that can be detected upon delivery inspection must be made no later than five (5) calendar days after the goods have been delivered to the Customer, except for goods included in a container order, which may be claimed within two (2) years after delivery. Other defects must be reported within fourteen (14) calendar days from the time the defect was discovered or should have been discovered by the Customer, and in any case no later than six (6) months from the date the goods were delivered. Failure to make a complaint within the specified timeframes results in the loss of the right to claim the defect.

5.2 Complaint Process: Customer complaints must be submitted to the Supplier within the complaint period via email to: claim@venturedesign.se. The complaint must include a completed complaint form provided by the Supplier at the time of contract signing (if applicable). Complaints can also be submitted by the Customer through the logged-in section of the Website using the complaint form. The complaint must include complete documentation such as order number, item number, description of the defect, photos clearly showing the defect, and a photo of the product label (e.g., label with item or batch number). Incomplete documentation may result in the complaint being rejected or delayed.

5.3 Complaint Handling: The Supplier shall promptly and without undue delay respond with a proposed solution once complete complaint documentation has been received.

5.4 Remedies for Defects or Shortages: In the event of a defect or shortage in delivery, the Supplier shall, at its discretion, either replace the defective goods, provide necessary spare parts to remedy the defect, or credit/refund the portion of the delivery price corresponding to the defective/deficient goods.

5.5 Shipment of Spare Parts/New Products: If the Supplier is to send spare parts/new products in response to a complaint, these will be sent to the Customer’s store (with the weekly delivery) or directly to the End Customer. The Supplier will cover the shipping cost.

5.6 Return of Claimed Goods: If the Supplier requests the return of the claimed goods, the Customer is responsible for packing the goods in suitable packaging and returning them to Venture Design Logistic AB (org. no: 556624–4173). Subsequent shipping costs for returns requested by the Supplier will be reimbursed as part of the complaint case.

5.7 Transport Damage: In the event of transport damage occurring under the Supplier’s freight agreement, the Customer and the carrier must note this on the delivery note. The Customer must submit the order number, item number, photos, and signed delivery note to claim@venturedesign.se within five (5) business days. If the freight company rejects the claim due to insufficient documentation, no compensation will be paid to the Customer.

5.8 Customer Costs: The Supplier does not cover any related costs incurred by the Customer such as assembly assistance, carrying help, disposal, etc., or any other damage caused by the Supplier’s product.

6. Limitation of Liability

6.1 Limitations of Rights in Case of Defects: The rights specified in the Delivery Agreement for the Customer in the event of delivery delays, defects, or deficiencies constitute the Customer’s sole remedies. The Customer is not entitled to claim any other remedies, such as damages, cover purchases, or contract termination, due to delivery delays, defects, or deficiencies.

6.2 Limitation of Liability: The Supplier shall only compensate the Customer for proven and reasonable costs incurred as a direct result of negligence on the part of the Supplier. The Supplier shall not compensate the Customer for any indirect costs, damages, or losses, such as lost profits, production downtime, third-party damages, or other consequential damages. The Supplier’s total liability for damages is in all cases limited to direct damages up to an amount corresponding to the price paid by the Customer to the Supplier for the goods that caused the damage.

6.3 Claims: Any claims for compensation by the Customer under the Delivery Agreement must always be submitted in writing via email to the Supplier.

7. Electronic Warranty

7.1 Warranty Period: The manufacturer of the electronic products sold by the Supplier offers a one (1) year warranty on all electronics. The warranty covers manufacturing defects. The Customer’s invoice/delivery note serves as the warranty certificate. The warranty does not apply in cases of improper handling of the product; therefore, it is important that the user reads the instruction manual provided to ensure proper handling/installation.

7.2 Approved Warranty Claims: In the case of an approved warranty claim, the Supplier will cover the shipping costs. The Supplier will either deliver a new, defect-free product or, if replacement is not possible, issue a full refund.

7.3 Non-approved Warranty Claims: If the warranty claim is not approved, the Customer is obliged to reimburse the Supplier for return shipping and any administrative costs incurred by the Supplier due to the warranty claim.

8. Other Limitations of Liability and Special Provisions

8.1 Force Majeure: The Customer is not entitled to compensation from the Supplier in the event of delay or defect if the Supplier can demonstrate that the delay or defect is due to an obstacle beyond the Supplier’s control (i) which the Supplier could not reasonably have foreseen at the time of purchase, and (ii) the consequences of which the Supplier could not reasonably have avoided or overcome. Such circumstances may include, but are not limited to: fire, flooding, actions or omissions by authorities, new or amended legislation, labor disputes, blockades, sabotage, or major accidents, as well as government decisions negatively affecting the market and products, such as restrictions, warnings, or sales bans. If the delay or defect is due to a party engaged by the Supplier to fulfill the agreement, the Supplier is exempt from liability only if that party would also be exempt under the above conditions. The same applies if the delay or defect is due to a supplier or another party in a previous sales chain.

8.2 Third-Party Services, etc.: The Supplier is not responsible for third-party applications, plugins, services, products, websites, or similar. The Supplier is also not responsible for external links or the content of external links found on the Website.

8.3 Limitations: The Supplier accepts no liability for indirect damages caused by the product, unless required by mandatory legislation. The Supplier hereby limits its liability for damages to the extent permitted by applicable law.

8.4 Color Variations and Image Representation: The Supplier strives to display products as accurately as possible on its Website, social media, etc., but does not guarantee that images reflect the exact appearance of the products, as color differences may occur due to screen settings, photo quality, and resolution. All image content should be considered illustrative and cannot be guaranteed to represent the exact appearance and characteristics. Note that AI-generated images may also be used in marketing or on the Website. These images are intended to illustrate style, ambiance, and usage context, and should not be interpreted as exact representations of specific products.

8.5 Printing and Typographical Errors: The Supplier reserves the right for any printing and typographical errors, such as clearly incorrect product information, stock levels, or listed prices that the Customer realized or should have realized were incorrect.

8.6 Limited Liability for Property Damage and Material Changes: The Supplier is not liable for damage to the Customer’s or any third party’s property if the product is used in a manner contrary to the care instructions and user manuals provided. It is the responsibility of the Customer, or the user if applicable, to ensure that the product is handled, installed, and maintained according to the instructions. For example, if the product causes damage such as scratches on floors, marks on walls, or color transfer during installation or use due to non-compliance with instructions or normal wear and tear, the Supplier is not liable. The Supplier is also not responsible for expected material changes over time, such as fading of fabric or wood due to sunlight exposure. However, the Supplier is liable under law if the damage is due to an inherent defect in the product.

8.7 Producer Responsibility (EPR) and Environmental Legislation: The Customer is responsible for complying with all applicable environmental and producer responsibility legislation (Extended Producer Responsibility, EPR), including but not limited to regulations on recycling of packaging, electronic waste, and batteries in the countries where the goods are imported, sold, or used.

This also applies to industrial transport packaging such as pallets, racks, roll cages, separators, or plastic film provided in connection with delivery but not part of the product’s consumer packaging.

The Customer shall indemnify the Supplier from all claims, fees, penalties, or costs arising from non-compliance with such legislation.

9. Intellectual Property Rights

9.1 Intellectual Property Rights: The Supplier or its licensors own all intellectual property rights, including copyrights and trademark rights, related to the Website and its content. The Supplier does not transfer or assign any intellectual property rights to the Customer or any other party under these terms. The Customer may not copy, reproduce, or commercially exploit the Supplier’s intellectual property rights.

10. Processing of Personal Data

10.1 Privacy Notice: The Supplier processes personal data in accordance with applicable data protection legislation, including the EU General Data Protection Regulation 2016/679 ("GDPR"), in order to, among other things, enter into and fulfill the purchase agreement. More information about the Supplier’s processing of personal data can be found in the Supplier’s privacy notice on the Website via the following link: Privacy Notice - Venture design

11. Cookies

11.1 Cookie Notice: The Website uses cookies. More information about how the Website uses cookies can be found in the Supplier’s cookie notice via the following link: Cookies - Venture design

12. Notices

12.1 Notices: The Customer agrees that the Supplier may communicate information, documentation, and documents regarding the order via email to the email address provided by the Customer at the time of ordering. Notices concerning the Delivery Agreement may be made in writing via email, registered mail, or courier to the Parties’ specified contact details. A Party shall confirm receipt of a notice without undue delay. A notice shall be deemed received by the recipient:

a)     if sent by email: when the message has been sent to the recipient’s email address, provided that the sending party does not receive a delivery failure notification;

b)     if sent by registered mail: on the fifth business day after being handed over for postal delivery;

c)     if delivered by courier: upon delivery.

13. Miscellaneous Provisions

13.1 Contact Information: Product and delivery inquiries are handled via email or phone. Current contact details and switchboard opening hours are available on the Website.

13.2 No Commitments: All prices, dimensions, and other information in catalogs, general price lists, and marketing materials are non-binding.

13.3 Pallet Prices (Warehouse/Store Orders):

·        Price for single-use pallet: 59 SEK.

·        Price for long pallet: 125 SEK.

13.4 Assignment: The Customer may not assign or pledge its rights and/or obligations under the Delivery Agreement, in whole or in part, without the Supplier’s prior written consent. The Supplier has the right to assign the Delivery Agreement, its rights and/or obligations under the agreement, in whole or in part, without the Customer’s prior consent, unless otherwise agreed in writing.

13.5 Invalidity of Provisions: If any provision of the Delivery Agreement or part thereof is found to be invalid or unenforceable by a Swedish court, arbitration tribunal, or the National Board for Consumer Disputes, this shall not render the entire Delivery Agreement invalid. Instead, a reasonable adjustment shall be made to the agreement if the invalidity substantially affects a Party’s benefit or performance under the agreement.

13.6 Survival of Provisions: Provisions regarding intellectual property rights, applicable law, dispute resolution, and any other provisions that by their nature are intended to survive the fulfillment of the Delivery Agreement shall remain binding even after the agreement has been fulfilled.

13.7 Amendments and Current Terms: The Supplier reserves the right to amend its terms at any time without prior notice. The version of the terms published on the Website at the time of ordering is binding for that purchase, regardless of whether the order is placed via the Website, email, or other channels. The current Sales Terms and appendices are available on the Website. The Customer is responsible for staying informed about the applicable terms for each order.

13.8 CISG – United Nations Convention on Contracts for the International Sale of Goods: The Parties agree that the CISG shall not apply to the contractual relationship between them. This means that Swedish national legislation shall govern the interpretation and application of this agreement, without regard to the rules and principles of the CISG. The Parties thereby waive any rights and obligations that might otherwise arise under the Convention. Dispute resolution, sales law issues, and liability matters shall instead be governed by the provisions of this Delivery Agreement, in accordance with applicable Swedish law.

14. Applicable Law and Dispute Resolution

14.1 Applicable Law: The Delivery Agreement with appendices, including these Terms, shall be interpreted and applied in accordance with Swedish law.

14.2 Dispute Resolution: Disputes arising between the Parties in connection with the Delivery Agreement shall be settled in a general court in Sweden, with Växjö District Court as the court of first instance.

 

SPECIAL TERMS FOR RESELLERS

1. General

1.1 Scope: These special terms for resellers ("Reseller Terms") apply between Venture Design AB (reg. no. 556787–4424) (hereinafter referred to as the "Supplier") and the business entity/legal person purchasing goods from the Supplier ("Customer") for the purpose of reselling them to their own customers ("End Customers"). The Supplier and the Customer are referred to individually as a "Party" and collectively as the "Parties."

1.2 Application: These Reseller Terms constitute an appendix to the Supplier’s General Terms and Conditions of Sale ("General Terms") and contain specific provisions that supplement the general terms in cases where the Customer is a reseller of the Supplier’s goods. In the event of any conflict between the terms, these Reseller Terms shall take precedence.

1.3 Sales via Third Parties: The Customer undertakes not to market or sell any of the Supplier’s products through third parties without the Supplier’s express and written prior approval. The products may only be sold through the sales channels and marketing methods specifically agreed upon between the Parties. Unauthorized sales via third parties constitute a material breach of contract and may result in legal action and immediate termination of the agreement.

 

2. Delivery

2.1 Geographical Restrictions: The Supplier only delivers goods and spare parts to addresses outside the Customer’s country of registration if this has been agreed in writing in advance between the Parties.

2.3 Direct Deliveries to End Customers (DS Orders):

2.3.1 Data Processing Agreement: If the Supplier is to send product deliveries directly to the Customer’s end customers ("End Customers"), the Parties shall also enter into the Appendix: Data Processing Agreement. In the event of any conflict between provisions regarding the processing of personal data carried out by the Supplier on behalf of the Customer, the Data Processing Agreement shall take precedence.

2.3.2 Handling Fee for DS Orders: A fee of 80 SEK per order will be charged to the Customer.

2.3.3 Delivery Date and Delays: The estimated shipping date for DS orders is stated in the order confirmation. The Supplier will make every effort to meet this date but reserves the right to adjust delivery times due to circumstances beyond its control or during peak seasons (May–August) and holidays.

2.3.4 Responsibility for DS Order Deliveries: The Supplier is only responsible for the delivery of DS orders until the goods have been handed over to the shipping company.

2.3.5 Incorrect Delivery Information: The Supplier is not responsible for failed deliveries due to incorrect or incomplete delivery information provided. The Customer is required to provide documentation upon request that verifies the End Customer’s correct delivery address and contact details.

2.3.6 Returns and Unclaimed Shipments: If a shipment is not collected by the End Customer in time or is returned to the Supplier due to the End Customer’s inaction (e.g., failure to contact the shipping company to schedule delivery) or incorrect information, the Customer is responsible for all return and additional costs incurred by the Supplier. The Supplier has the right to invoice the Customer for these costs, including handling fees and administrative surcharges. The Customer is responsible for informing End Customers about delivery procedures to minimize returns.

2.4 Transfer of Risk: Unless otherwise agreed, the following standard delivery terms apply depending on the shipping agreement used:

·        DAP (Delivered At Place): Risk transfers to the Customer when the goods have been delivered to the agreed location. The Supplier is responsible for the goods until they are delivered to the specified address.

·        EXW (Ex Works): Risk transfers to the Customer when the goods are made available for pickup at the Supplier’s premises or another location designated by the Supplier. The Customer is responsible for booking and paying for transport.

DS Orders: Risk transfers to the Customer when the goods have been handed over to the End Customer, according to the carrier’s delivery confirmation.

2.5 Delays: In the event of a delayed delivery, the Supplier shall inform the Customer as soon as possible and take reasonable steps to minimize the delay. The Supplier is not liable for delays or non-delivery caused by circumstances beyond its reasonable control, including but not limited to natural disasters, strikes, customs delays, pandemics, or government restrictions. In such cases, the Supplier shall notify the Customer without undue delay. The Supplier is not responsible for delays or non-delivery due to incorrect or incomplete delivery information provided by the Customer or End Customer.

2.6 Delivery Costs: The Customer is responsible for all costs related to shipping, customs, and any additional delivery charges, unless otherwise agreed in writing between the Parties.

2.7 Transport Damage under the Supplier’s Freight Agreement: The Customer or End Customer must inspect the goods immediately upon receipt to check for any transport damage. The Customer must notify the Supplier of any transport damage via email within five (5) business days of receiving the goods. The transport damage report must include photos and other documentation supporting the claim. If such a report is not submitted within the specified timeframe, the Customer forfeits the right to compensation for any transport damage from the Supplier (and the carrier).

 

3. Responsibility and Limitation of Liability

3.1 Customer’s Responsibility under “EPR – Extended Producer Responsibility”: The Customer is responsible for complying with all applicable environmental and waste legislation, including but not limited to regulations on packaging, electronic waste, and batteries, in Sweden and in other countries where the Customer resells the goods.

This responsibility also applies to direct deliveries to End Customers (DS orders) and includes industrial packaging such as pallets, roll cages, plastic film, or similar used during transport.

The Customer is responsible for documenting compliance with these laws, regulations, and rules and shall indemnify the Supplier from any claims, costs, penalties, or sanctions arising from the Customer’s non-compliance.

3.2 Customer’s Responsibility for DS Orders: The Customer bears full responsibility for all contact and obligations toward the End Customer in connection with direct deliveries (DS orders). This includes, but is not limited to, complaints, return handling, warranty issues, and any claims from the End Customer.

The Supplier assumes no responsibility toward the End Customer for direct deliveries made at the Customer’s request, including claims for damages, compensation, or other remedies. Exceptions apply only to the extent required by mandatory legislation, such as product liability under the Product Liability Act (SFS 1992:18) a Swedish statue, or if the Supplier is otherwise legally obligated to assume responsibility toward the End Customer.

3.3 Language Requirements and Compliance: The Customer acknowledges that the Supplier is not responsible for ensuring compliance with relevant laws and regulations if the product is resold in a country where the language is not available in the Supplier’s instruction manuals, warning labels, or other relevant product information.

The Supplier provides product information (such as care instructions) in a selection of languages, which can be viewed for each product on the Venture Design website: www.venturedesign.se. The information is available under the product’s care instructions section.

It is the Customer’s responsibility to verify which language versions are available and to ensure that the information is accessible and correctly translated into the language(s) required by law in the country where the product is resold.

The Supplier is not responsible for non-compliance due to missing or untranslated information. To ensure that the products meet all legal requirements, the Customer is responsible for ensuring that all product information (including but not limited to safety information, care labels, user manuals, and warnings) is correctly translated and available in the local language of the relevant market.

 

4. Intellectual Property Rights

4.1 Marketing the Partnership: Each Party may use the other Party’s company name, trademark, and logo in marketing their services/products and the collaboration between the Parties, including on the internet and social media. However, such use must not damage the Party’s reputation, negatively affect the integrity of the brand, or violate laws and guidelines. This right ceases immediately upon written request.

4.2 Prohibited Actions: Each Party agrees not to:

a)     alter, modify, or adapt the other Party’s intellectual property rights without written consent;

b)     register or attempt to register anything identical or similar to the other Party’s trademarks, domain names, or intellectual property rights;

c)     use the other Party’s intellectual property rights for purposes other than those agreed upon.

4.3 Responsibility for Marketing and Compliance: Each Party is responsible for ensuring that all of its own marketing, where the other Party’s intellectual property rights are used, complies with applicable legislation and good industry practice. Each Party is liable for any consequences and damages resulting from failure to meet this responsibility.

4.4 Protection of Confidential Information: The Customer shall maintain strict confidentiality regarding all materials and information provided by the Supplier that are not publicly available. This includes, but is not limited to, technical documentation, product manuals, internal guidelines, prices, discounts, and offers. Such confidential information may not be disclosed, shared, or otherwise made available to unauthorized third parties without the Supplier’s express written consent.

 

  

 

APPENDIX 1 – DATA PROCESSING AGREEMENT

 

Valid from: 2025-05-19 and until further notice.

This version of the agreement supersedes any previous versions.

This Data Processing Agreement ("DPA") is entered into between the Supplier (Venture Design AB) and the Business Customer in its capacity as a reseller of the Supplier’s goods, as of the date of the Parties' entry into the Supply Agreement (as defined below), and constitutes an appendix to Venture Design AB’s special terms for resellers ("Reseller Terms").

 

1. Definitions

Capitalized terms in this DPA shall have the meanings assigned to them in the Supply Agreement (as defined below). Additionally, the following words and terms shall have the meanings set forth below:

The “Delivery Agreement” refers to the agreement on delivery of goods entered between the Supplier (Venture Design AB) and the Customer, which is regulated by the Supplier’s General Delivery Terms.

The "DPA" refers to this Data Processing Agreement.

The "Controller" refers to the Business Customer.

The "Processor" refers to Venture Design AB.

The “Applicable Data Protection Legislation” refers to the General Data Protection Regulation (2016/675) (GDPR), the Swedish Data Protection Act (SFS 2018:218) and the Swedish Authority for Privacy Protection's binding regulations and decisions that are applicable to the processing of personal data within the framework of the DPA.

The "Service" refers to the services related to, among other things, the addressing of product deliveries to the Business Customer's customers (whereby the Supplier will process personal data concerning such end customers), which the Data Processor is required to provide to the Data Controller under the Reseller Terms.

 

2. Appendices

The following sub-appendices have been attached to this DPA, which shall form an integral part of the DPA.

·        Sub-Annex 1 - Specification of the processing 

·        Sub-Annex 2 - Pre-approved Processors

 

3. Processing of personal data

The Controller is responsible in its capacity as personal data controller for the processing of personal data in accordance with Applicable Data Protection Legislation. The Controller is responsible for and shall ensure that the Processor does not process other categories of personal data than those specified in Sub-Annex 1 and to the extent specified therein and thus that only such personal data which by its nature is considered harmless (such as contact information to the Customer's customers) and no information within so-called special categories of personal information, such as information about health or other privacy-sensitive information, is processed by the Processor within the framework of the Processor's provision of the Service.

The Processor shall only process personal data in accordance with documented instructions from the Controller, unless otherwise provided by Applicable Data Protection Legislation. All the Controller's instructions to the Processor are set out below and in Sub-Appendix 1, with the exception of any written instructions that the Controlleris obliged to provide during the contract period in order to comply with Applicable Data Protection Legislation. 

All other changes to the Controller's instructions shall, with the exception of the first paragraph of paragraph 4 below, be agreed separately and, in order to be effective, documented in writing and signed by both Parties. In the event of any changes, the Processor shall be entitled to reasonable compensation in accordance with section11 below.

With the exception of what is stated in the second paragraph above, the Processor may not process personal data for its own purposes or for purposes other than those stated in the Delivery Agreement. Each Party shall ensure that the other Party has the right to process contact information and any other personal data of the former Party's employees if and to the extent necessary to facilitate the performance of the Service.

 

4. Security Measures

The Processor shall implement the organizational and technical measures required by Applicable Data Protection Legislation and set out in Sub-Annex 1 to protect against personal data incidents for the personal data processed. When providing the Service, the Processor shall also comply with the security regulations set out in Sub-Annex 1 and the Delivery Agreement, as well as his internal security regulations. The Processor may amend its internal security regulations provided that such changes do not contravene Applicable Data Protection Legislation.

The Controller is responsible for ensuring that the security measures agreed above fulfill the Controller's obligations under Applicable Data Protection Legislation on security requirements for the personal data processed. In the event that the Controller requests changes to the security measures, the same principles apply to such a request as in the event of a change in the Controller's instructions pursuant to the second paragraph in section 3 above. 

In the event that the Processor during the contract period finds that agreed security measures are contrary to Applicable Data Protection Legislation, the Processor is obliged to notify the Controller within a reasonable time and wait for written instructions regarding changed security measures. In the event that the Processor has not received such instructions within a reasonable time, the Processor has the right to take reasonable and necessary security measures at the expense of the Controller in order for Applicable Data Protection Legislation to be complied with.

 

5. Processors and third country transfers

The Processor has a general right to hire personal data processors within and outside the EU/EEA and may transfer personal data outside the EU/EEA ("sub-processor"). The Processor shall ensure that sub-processors are bound by written agreements that impose on them the corresponding obligations in the data processing as the obligations that apply under this DPA. The Processor is fully responsible for the sub-processors who are hired vis-à-vis the Controller. Sub-Annex 2 prescribes preapproved sub-processors at the conclusion of this DPA.

If personal data is transferred to, or access is made possible from, a place outside the EU/EEA, the Processor must ensure that there is a legal basis for the transfer in accordance with Applicable Data Protection Legislation, for example through the EU Commission's standard contractual clauses. The Processor shall have the right to enter into such standard contractual clauses with sub-processors on behalf of the Controller.

If the Processor intends to hire a new or replace an existing sub-processor to process personal data covered by this DPA, the Processor shall inform the Controller in advance of this and give the Controller the opportunity to raise objections. 

If the Controller wishes to object to such changes, this must be done in writing and immediately in connection with the Processor's information about the change. If the Processor, despite the Controller's objection, still wishes to replace or hire a new sub-processor, the Controller shall have the right to terminate the Delivery Agreement and this DPA.

Agreement until immediate termination. 

For good reason, this section refers to circumstances on the subcontractor's side that significantly affect, or are likely to affect, the protection of the data subject's privacy, such as that the new sub-processor does not meet the requirements for personal data processors under Applicable Data Protection Act.

 

6. Personal data breaches

In the event of a personal data breach, the Processor shall notify the Controller without undue delay after the Processor has become aware of the breach. The Processor shall assist the Controller with the information that may reasonably be required to fulfill the Controller’s obligation to report the personal data breach (for example regarding the nature of the breach, categories and number of data subjects concerned, probable consequences and necessary and taken measures).

If the Controller does not inform the data subject of a personal data breach in violation of Applicable Data Protection Legislation and the supervisory authority instructs the Controller to remedy the deficiency, the Controller shall reimburse the Processor's costs for complying with such an order.

 

7. Assistance

The Processor shall assist the Pontroller in fulfilling the data subjects' rights under Chapter III of the GDPR, for example in relation to transparency and conditions, information and access to personal data, correction, deletion and right to object and automated individual decision making and data portability.

The Personal Data Processor shall further assist the Controller in its fulfillment of the obligations that the Controller has regarding security, personal data breaches, impact assessments and prior consultation in accordance with Applicable Data Protection Legislation.

 

8. Confidentiality and disclosure of personal data

With the exception of the processing specified in this DPA, the Processor undertakes not to disclose or otherwise make personal data processed under this DPA available to third parties without the prior written consent of the Controller, unless otherwise stated of Swedish or European law, court or government decisions. If the competent authority requests information from the Processor about the processing of personal data, the Processor shall without undue delay inform the Controller of this, unless otherwise provided by Swedish or European applicable law, court, or authority decisions.

The Processor shall ensure that all employees, consultants, and others for whom the Personal Data Processor is responsible and who process the personal data are bound by a confidentiality agreement. However, this is not required if these are already covered by a punitive duty of secrecy that follows from law. The Processor must also ensure that there are confidentiality agreements with any sub-processors and confidentiality connections between the sub-processor and its staff.

If a data subject requests information from the Processor about the processing of his or her personal data, the Processor shall, without undue delay, refer such request to the Controller.

 

9. Right to review

The Controller shall have the right to take the necessary measures to verify that the Processor fulfills his obligations under this DPA and that the Processor has taken the necessary measures to ensure that the obligations are fulfilled.

The Processor undertakes to provide the Controller with the information required to demonstrate that the Processor's obligations under the DPA are fulfilled. The Processor shall enable and participate in such audits, including on-site inspections, carried out by the Controller or another auditor appointed by the Controller, provided that the persons performing the audit enter into confidentiality agreements that at least correspond to the regulations in this DPA.

 

10. Liability

If a Party is subject to claims under Applicable Data Protection Law as a result of the other Party failing to fulfill its obligations under this DPA or otherwise under Applicable Data Protection Laws, the latter Party shall reimburse the former for all costs arising from such claims.

 

11. The right to remuneration for work

Regulation of remuneration for the Service and the processing of personal data carried out by the Processor in connection therewith is regulated by the Delivery Agreement. The Processor shall, however, be entitled to reasonable additional compensation on a current account for all such work activities that are not stated in Sub-Appendix 1, including, for example, work attributable to assistance in the event of personal data breach not caused by the Personal Data Processor (section 6), assistance to registered and supervisory authorities (section 7), review (section 9) and disclosure / deletion of data upon termination of the ProcessorProcessor DPA (section 12).

 

12. Contract period and measures upon termination of the DPA

This DPA applies as long as the Processor processes personal data for which the Controller is the Controller.

Upon termination of the DPA, the Controller shall request from the Processor in writing within 30 calendar days all such personal data that the Controller wishes to retain, after which the Processor will delete the personal data to the extent that further storage of personal data is not required by applicable law.

At the request of the Controller, the Processor shall provide written information regarding the measures taken in connection with the termination of the DPA.

 

13. Other

Party's failure to exercise any right under the DPA or failure to point out a certain circumstance attributable to the DPA shall not mean that Party has waived its right in such respect. Should a Party wish to refrain from exercising a certain right or to point out a certain circumstance, such waiver shall be made in writing in each individual case.

Should any provision of the DPA or part thereof be found invalid, this shall not mean that the DPA in its entirety is invalid but shall, insofar as the invalidity materially affects the Parties' exchange of or performance under the DPA, be reasonably adjusted in the DPA.

A Party may not wholly or partly transfer or pledge its rights and / or obligations under this DPA without the other Party's prior written consent.

 

14. Applicable law and dispute resolution

Swedish law shall apply to this DPA.

Disputes that arise in connection with this DPA shall be decided in a general court with Växjö District Court as the first instance.

 

 

SUB-APPENDIX 1

SPECIFICATION OF THE PROCESSING

Contact persons for personal data issues: As stated in the Delivery Agreement.

Scope and purpose of the processing

Personal data includes registration, storage and use of personal data so that the Processor can address deliveries of goods directly to the Controller's end customers (instead of the goods being sent to the Controller who then forwards them to the end customer).

The processing is carried out in order for the Processor to be able to fulfill its agreed obligations in accordance with the Delivery Agreement.

Duration of processing 

The processing is personal data carried out as long as the Delivery Agreement applies between the Parties and information on individual deliveries of goods is stored only as long as is necessary for the deliveries to be carried out and followed up and for any requirements to be handled.

Categories of data subjects and personal data

The personal data processed by the Processor on behalf of the Controller, refers to the Controller's employees and customers, and includes the following categories of personal data: name, reference number, customer number, address, telephone number, email address, social security number and information about ordered goods.

No data within so-called special categories of personal data shall be processed.

Technical and organizational security measures

A technical system for access control shall control access to personal data. The authority shall be limited to those employees who need the information for their work tasks.

User identity and password must be personal and may not be transferred to anyone else. Procedures for allocating and removing authorizations must be in place.

Physical security must be ensured, physical keys and key cards must be used in the places where equipment containing personal data is stored.

·        Systems that contain personal data must be protected by appropriate firewalls and anti-virus programs that are regularly updated.

·        Systems that contain personal data must be regularly updated with security patches.

·        The personal data must be encrypted when moving, for example through SSL or similar.

·        Personal data must be securely deleted and rendered unusable in equipment that is discontinued.

·        Proven procedures for backing up and restoring personal data must be used.

·        The Processor shall have routines for notifying the Controller in the event of an intrusion or loss regarding personal data.

·        The Processor shall train its staff in the routines and measures mentioned above.

 

 

 

SUB-APPENDIX 2: Pre-approved sub-processors

The Data Controller approves that the Data Processor may engage the sub-processors listed below for the processing of personal data on behalf of the Data Controller.

PRE-APPROVED SUB-PROCESSORS:

Company Name & Reg. No.:	Description of Service:	Processing Location:	Transfer Mechanism:[1]
Venture Design Logistic AB (556624-4173)	Logistics	Sweden	Data Processing Agreement
Extend Commerce Sverige AB (556652-9119)	Order management system	Sweden	Data Processing Agreement
Microsoft Ireland Operations Ltd. (IE8259957U)	Email management	Ireland / EU (with possible data centers in other regions depending on agreement)	Standard Contractual Clauses (SCC) + Data Processing Agreement
Fortnox Aktiebolag (Org. No. 556469-6291)	Invoice management	SE, GB	Data Processing Agreement
DSV Road AB (556045-6674)	Road transport	DSV sorting facility, customs clearance point, or another logistics center	Data Processing Agreement
DPD Deutschland GmbH (HRB 8887)	Road transport	DPD sorting facility, customs clearance point, or another logistics center	Data Processing Agreement
Jumbo Transport A/S (15694904)	Road transport	Jumbo sorting facility, customs clearance point, or another logistics center	Data Processing Agreement
Bring E-commerce & Logistics AB (556546–4939)	Road transport	Bring sorting facility, customs clearance point, or another logistics center	Data Processing Agreement
BFT Logistik og Ejendomme ApS (38913875)	Road transport	BFT sorting facility, customs clearance point, or another logistics center	Data Processing Agreement
No Limit Sp. z o.o. (REGON 011786437)	Road transport	No Limit sorting facility, customs clearance point, or another logistics center	Data Processing Agreement
First Customer	Customer service system / case management	Not specified (likely within EU)	https://www.customerfirst.se/foretag/privacy-policy

 

[1] Identify the transfer mechanism used under Chapter V of the GDPR. Examples include entering into a Data Processing Agreement, Standard Contractual Clauses (SCC), or an applicable exemption under Article 49 GDPR.