Terms and conditions

These are my terms and conditions

GENERAL TERMS OF SALE

These general terms of delivery (the "Terms of Delivery") are applicable to all sales of goods from Venture Design AB (hereinafter the "Supplier"). The Supplier and the customer who ordered goods from the Supplier ("Customer") are referred to below separately as "Party" and collectively as "Parties".

The parties' agreement on the delivery of goods, including the Delivery Terms, is referred to below as the "Delivery Agreement". It is noted that the Delivery Agreement may have been entered into orally or in writing (for example by email).

In addition to the Delivery Agreement, the Parties have, to the extent stated therein (for example in cases where the Supplier on behalf of the Customer must send goods deliveries directly to the Customer's end customers), in connection with the conclusion of the Delivery Agreement, have also entered into a personal data processing agreement according to Appendix 1 hereto. In the event of a conflict, the Delivery Agreement applies in the first place and the Personal Data Protection Agreement in the second place.

To avoid misunderstandings, it is clarified that the Supplier, in cases where according to the Delivery Agreement the Supplier must send goods deliveries directly to the Customer's end customers, does not assume any responsibility towards such customers. The supplier is therefore only responsible towards the customer for such deliveries and the performance thereof according to the conditions specified below.

1. Delivery

All agreed delivery terms must be interpreted according to Incoterms 2010.

To the extent that no delivery conditions have been expressly agreed upon, delivery shall be FCA.

The customer does not have the right to cancel an ongoing order or return delivered products. If the Customer does not fulfill its obligations in time or otherwise delays the execution of delivery, for example through additions or changes to the order, the Supplier is entitled to extend the delivery time by a period determined by the circumstances. If the Customer fails to receive products ready for delivery at the time of delivery specified in the order confirmation, the Customer shall be liable to the Supplier for all costs arising as a result of delivery not being possible, including, but not limited to, storage costs for which a standard of SEK 500 per square meter and 24 hours are applied). The same shall apply if the Customer returns products to the Supplier without written agreement.

When delivering your order where delivery by the shipping company takes place when closed and/or unmanned so that it is returned, you as the recipient are responsible for any additional costs.

Should, as a result of force majeure, completion of delivery be prevented, hindered or delayed, the Supplier shall be free from responsibility for the completion of delivery. The supplier has the right, at its own discretion, to cancel the order in whole or in part or postpone the delivery with a deadline depending on the circumstances in addition to the agreed delivery time. Such as force majeure is considered a. strike, stoppage of work, lockout or other labor conflict, war, mobilization, requisition, seizure, import ban, export ban, general shortage of goods, transport difficulties, delay in deliveries from subcontractors or other circumstances over which the Supplier has no control.

The supplier must inform the customer if there is reason to assume that the delivery of products may be delayed in relation to the delivery date specified in the order confirmation (after the addition of such possible extension period as may result from what is stated above). If the delivery delay exceeds 45 days and the delay is significant for the customer, the customer has the right to cancel the order for such products that are covered by the delay

The Supplier shall have the right to cancel the order in whole or in part in the event that the Supplier cannot, due to significant difficulties in purchasing the ordered products which are not caused by the Supplier itself (for example in the event of a shortage at the supplier), be able to carry out the delivery of the products in question with commercially reasonable efforts. The supplier's responsibility is thereby limited to refunding that part of the price for the ordered products that corresponds to the products that will not be able to be delivered to the customer.

2. Price and payment

All prices and fees in the Delivery Agreement are stated excluding value added tax and other additional taxes determined at the conclusion of the Delivery Agreement. Payment period for invoice is 30 days.

All prices specified in the Delivery Agreement are based on exchange rates valid at the time of the conclusion of the agreement and purchase prices for the products in question. The Supplier reserves the right to adjust the prices for the products as a result of significant changes in current exchange rates or purchase prices for the products in question as well as in the event of significant changes in the Supplier's other overhead costs for its delivery of the products to the Customer over which the Supplier has no control (for example cost increases due to changed legislation, official action, etc.).

Delivered goods remain the Supplier's property until full payment has been made. In the event of late payment, late payment interest is charged in accordance with the Interest Act.

If, before delivery, there is reasonable reason to assume that the Customer will not fulfill its payment obligation, the Supplier has the right to request that the Customer provide security. If security, which can be accepted by the Supplier, is not provided, the Supplier has the right to withhold the delivery until security is provided, alternatively cancel the order in question and demand compensation from the Customer for its direct costs due to the order.

The Customer does not have the right to set off any claim against the Supplier that may have arisen in connection with the Delivery Agreement or otherwise against the Supplier's claim for payment for its deliveries of products to the Customer.

3. Responsibility

Delivered products must correspond in quantity and quality to such specifications as stated in the Supplier's order confirmation. Complaints about shortages in delivery as well as errors that can be detected during a delivery check of delivered products must be made no later than five days after the products have been delivered to the Customer. Other faults must be reported within 14 days from when the fault was discovered or should have been discovered by the Customer and in any case no later than six months from when the products were delivered to the Customer. If a complaint is not made in accordance with what is stated above, the Customer loses the right to assert the error/deficiency.

In the event of an error or deficiency in delivery, the Supplier shall, at the Supplier's choice, either redeliver the incorrect products, deliver the necessary spare parts to rectify the error or credit/refund such part of the price for the delivery as corresponds to the incorrect/deficient products.

The rights specified in the Delivery Agreement for the Customer in the event of delivery delay, error or lack of delivery constitute all of the Customer's rights and the Customer shall therefore not have the right to assert any other penalties, for example damages, cover purchase or cancellation, in the event of delivery delay, error or lack of delivery.

The Supplier's total liability for compensation, including price deductions, liability for damages and other claims under the Delivery Agreement is in all circumstances limited to direct damages up to a total amount corresponding to the price the Customer paid to the Supplier for the products that caused the damage in question. The supplier is not liable in any case for indirect losses, including lost profit, loss of production, third party damage and other consequential damages.

Claims for compensation under the Delivery Agreement must always be made in writing and no later than 14 days from the occurrence of the damage. If this does not happen, the claim can no longer be asserted.

4. Other

Should any provision in the Delivery Agreement or part thereof be found to be invalid, this shall not mean that the Delivery Agreement as a whole is invalid, but to the extent that the invalidity significantly affects the Party's exchange of or performance according to the Delivery Agreement, a reasonable adjustment in the Delivery Agreement shall take place.

The Customer may not fully or partially transfer or pledge its rights and/or obligations under the Delivery Agreement without the Supplier's prior written approval.

Swedish law shall apply to the Delivery Agreement. Disputes that arise due to the Delivery Agreement must be settled in general court with Växjö district court as the first instance.

 

TO GENERAL TERMS OF SALE PERSONAL DATA CONTRIBUTION AGREEMENT

But This personal data proxy agreement (the "Agency Agreement") has been entered into between the Supplier and the Customer as of the date of the Parties' conclusion of the Supply Agreement (as defined below).

1. Definitions

Capitalized terms in this Assistance Agreement shall have the meaning specified in the Delivery Agreement (as defined below). In addition, the following words and concepts shall have the following meaning:

"Delivery agreement" refers to the agreement for the delivery of goods entered into between the Supplier (Venture Design AB) and the Customer, which is regulated by the General Terms and Conditions of Delivery for Venture Design AB.

"Agency agreement" refers to this personal data agency agreement.

"The Data Controller" refers to the Customer (according to the Supply Agreement).

"Personal data assistant" refers to Venture Design AB (according to the Delivery Agreement).

"Applicable Data Protection Legislation" refers to the Data Protection Regulation (GDPR), the Data Protection Act in Sweden and the Swedish Data Protection Authority's binding regulations and decisions that apply to the processing of personal data within the scope of the Assistance Agreement.

The "Service" refers to the services regarding, among other things, addressing of goods deliveries to the Customer's customers (whereby the Supplier will process personal data regarding such customers of the Customer) which the Personal Data Processor must provide to the Personal Data Controller according to the Delivery Agreement.

2. Appendices to the Assistance Agreement

The following sub-appendices have been added to the Assistance Agreement, which shall form an integral part of the Assistance Agreement.

Sub-Annex 1 – Specification of the treatment

Sub-Annex 2 – Pre-approved assistants

3. Processing of personal data

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

The personal data assistant shall only process personal data in accordance with documented instructions from the Personal Data Controller, unless otherwise provided by Applicable Data Protection Legislation. All of the Personal Data Controller's instructions to the Personal Data Assistant appear below and in Sub-Appendix 1, with the exception of any written instructions that the Personal Data Controller is obliged to provide during the contract period in order to comply with Applicable Data Protection Legislation. All other changes to the Data Controller's instructions must, with the exception of what is stated in the first paragraph of point 4 below, be agreed separately and, to be effective, be documented in writing and signed by both Parties. In the event of all changes, the Personal Data Processor shall be entitled to reasonable compensation according to point 11 below.

With the exception of what is stated in the second paragraph above, the Personal Data Processor may not process personal data for its own purposes or for purposes other than those stated in the Maintenance Agreement. The Party must ensure that the other Party has the right to process contact details and any other personal data of the first-mentioned Party's employees if and to the extent necessary to facilitate the performance of the Service.

4. Security measures

The personal data assistant must implement the organizational and technical measures required according to the Applicable Data Protection Legislation and which appears in Sub-Appendix 1 to protect against personal data incidents for the personal data being processed. When providing the Service, the personal data assistant must also follow the security regulations that appear in Sub-Appendix 1 and the Maintenance Agreement as well as its internal security regulations. The personal data processor may change its internal security regulations, provided that such changes do not conflict with Applicable Data Protection Legislation.

The Personal Data Controller is responsible for ensuring that the security measures agreed upon above fulfill the Personal Data Controller's obligations according to Applicable Data Protection Legislation regarding security requirements for the personal data processed. In the event that the Personal Data Controller requests changes to the security measures, the same principles apply to such requests as for changes in the Personal Data Controller's instructions according to the second paragraph in point 3 above. In the event that the Personal Data Officer determines during the contract period that agreed security measures are contrary to Applicable Data Protection Legislation, the Personal Data Officer is obliged to notify the Personal Data Controller thereof within a reasonable time and wait for written instructions regarding changed security measures. In the event that the Personal Data Controller has not received such instructions within a reasonable time, the Personal Data Controller has the right to take reasonable and necessary security measures at the expense of the Personal Data Controller in order to comply with the Applicable Data Protection Legislation.

5. Subcontractors and Third Country Transfers

The personal data processor has a general right to hire sub-processors within and outside the EU/EEA and may transfer personal data outside the EU/EEA. The personal data processor must ensure that subprocessors are bound by written agreements that impose on them corresponding obligations in data processing as the obligations that apply according to this Processor Agreement. The personal data assistant is fully responsible for the sub-assistants hired vis-à-vis the Personal Data Controller. Sub-Annex 2 stipulates pre-approved sub-assistants at the time of entering into this Assistant Agreement.

If personal data is transferred to, or access is enabled from, a location outside the EU/EEA, the Personal Data Officer must ensure that there is a legal basis for the transfer according to Applicable Data Protection Legislation, for example through the European Commission's model clauses. The Personal Data Processor shall have the right to enter into such standard contract clauses with sub-processors on behalf of the Personal Data Controller.

If the Personal Data Processor intends to hire a new or replace an existing sub-processor to process personal data covered by this Processor Agreement, the Personal Data Processor shall inform the Personal Data Controller in advance and prepare the latter the opportunity to raise objections. If the Personal Data Controller wants to object to such changes, it must be done in writing and immediately in connection with the Personal Data Assistant's information about the change. If, despite the Personal Data Controller's objection, the Personal Data Controller still wants to replace or hire a new sub-processor, the Personal Data Controller shall have the right to terminate the Maintenance Agreement and the Support Agreement until immediate termination. With just cause, this point refers to circumstances on the subcontractor's side that significantly affect, or are likely to affect, the protection of the data subject's personal privacy, such as the new subcontractor not meeting the requirements for personal data processors according to Applicable Data Protection Legislation.

6. Personal data incidents

In the event of a personal data incident, the Personal Data Officer shall notify the Personal Data Controller thereof without undue delay after the Personal Data Officer becomes aware of the incident. The personal data assistant must assist the Data Controller with the information that may reasonably be required to fulfill his obligation to report the personal data incident (for example, regarding the nature of the incident, categories of and number of affected, likely consequences and necessary and taken measures).

If the Personal Data Controller in violation of Applicable Data Protection Legislation does not inform the data subject of a personal data incident and the Data Inspectorate instructs the Personal Data Assistant to remedy the deficiency, the Personal Data Controller shall reimburse the supplier's costs for complying with such order.

7. Assistance

The Personal Data Assistant must assist the Personal Data Controller in fulfilling the data subjects' rights according to Chapter III of the Data Protection Regulation, for example in relation to transparency and conditions, information and access to personal data, correction, deletion and the right to object and automated individual decision-making as well as data portability.

The Personal Data Assistant shall further assist the Personal Data Controller in fulfilling the obligations that the Personal Data Controller has regarding security, personal data incidents, impact assessments and prior consultation in accordance with Applicable Data Protection Legislation.

8. Confidentiality and disclosure of personal data

With the exception of such processing as specified in this Assistance Agreement, the Personal Data Processor undertakes not to disclose or otherwise make personal data processed in accordance with this Assistance Agreement available to third parties without the prior written consent of the Personal Data Controller, unless otherwise provided by Swedish or European law, court - or authority decision. If a competent authority requests information from the Personal Data Controller about the processing of personal data, the Personal Data Controller shall without undue delay inform the Personal Data Controller about this, unless otherwise follows from applicable Swedish or European law, court or authority decisions.

The Personal Data Officer shall ensure that all employees, consultants and others for whom the Personal Data Officer is responsible and who process the personal data are bound by a confidentiality obligation. However, this is not required if these are already covered by a legally sanctioned confidentiality obligation. The personal data assistant must also ensure that there are confidentiality agreements with any sub-assistants and confidentiality relationships between the sub-assistant and its staff.

If a data subject requests information from the Personal Data Controller about the processing of their personal data, the Personal Data Controller shall without undue delay refer such request to the Personal Data Controller.

9. Right to review

The Personal Data Controller shall, in its capacity as a Personal Data Controller, have the right to take the necessary measures to verify that the Personal Data Processor fulfills its obligations under this Assistance Agreement and that the Personal Data Processor has taken the necessary measures to ensure that the obligations are fulfilled.

The Personal Data Processor undertakes to provide the Personal Data Controller with the information required to demonstrate that the Personal Data Processor's obligations under the Processor Agreement are fulfilled. The personal data assistant must enable and participate in such review, including on-site inspection, which is carried out by the Personal Data Controller or another reviewer appointed by him, on the condition that the persons who carry out the review enter into confidentiality agreements that at least correspond to the regulations in the confidentiality provisions specified in this Assistant Agreement .

10. Liability

If a Party suffers a claim under Applicable Data Protection Legislation as a result of the other Party not fulfilling its obligations under this Assistance Agreement or otherwise in accordance with Applicable Data Protection Legislation, the latter Party shall reimburse the first-mentioned Party for all costs due to such claim.

11. Right to compensation for work

Regulation of compensation for the Service and the personal data processing carried out by the Personal Data Processor in connection therewith is regulated by the Delivery Agreement. The personal data assistant shall, however, have the right to reasonable additional remuneration on a current account for all such work efforts that are not shown in Sub-Annex 1, including, for example, work efforts attributable to assistance in the event of a personal data incident that was not caused by the Personal data assistant (point 6), assistance in relation to registered and supervisory authorities (point 7), review (point 9) and disclosure/deletion of data upon termination of the Assistance Agreement (point 12).

12. Contract period and measures upon termination of the Assistance Agreement

This Subsidiary Agreement applies as long as the Personal Data Subsidiary processes personal data for which the Personal Data Controller is the personal data controller.

Upon termination of the Assistance Agreement, the Personal Data Controller must request from the Personal Data Controller in writing within 30 days all such personal data that the Personal Data Controller wishes to keep, after which the Personal Data Controller will delete the personal data to the extent that continued storage of the personal data is not required according to applicable legislation.

At the request of the Personal Data Controller, the Personal Data Assistant must provide written notification regarding the measures taken in connection with the termination of the Assistant Agreement.

13. Other

The Party's failure to exercise any right according to the Assistance Agreement or failure to assert a certain relationship attributable to the Assistance Agreement shall not mean that the Party has waived its right in such respect. Should a Party wish to refrain from exercising a certain right or to assert a certain relationship, such waiver must be made in writing in each individual case.

Should any provision in the Assistance Agreement or part thereof be found to be invalid, this shall not mean that the Assistance Agreement is invalid in its entirety, but to the extent that the invalidity significantly affects the Party's exchange of or performance according to the Assistance Agreement, a reasonable adjustment in the Assistance Agreement shall take place.

The Party may not fully or partially transfer or pledge its rights and/or obligations under this Assistance Agreement without the other Party's prior written approval.

14. Applicable Law and Dispute Resolution

Swedish law shall apply to this Assistance Agreement.

Disputes that arise due to this Assistance Agreement must be settled in general court with Växjö district court as the first instance.

 

SUB-APPENDIX 1

SPECIFICATION OF THE TREATMENT

Contact persons for personal data matters

According to what is stated in the Delivery Agreement.

Scope and purpose of the processing

The processing of personal data includes the registration, storage and use of personal data so that the Personal Data Assistant can address product deliveries directly to the end customers of the Personal Data Controller (instead of the goods being sent to the Personal Data Controller who then sends them on to the end customer).

The processing is carried out so that the Personal Data Processor can fulfill its agreed obligations according to the Delivery Agreement.

Duration of treatment

Personal data processing is carried out as long as the Delivery Agreement is valid between the Parties and information about individual product deliveries is only stored as long as it is necessary for the deliveries to be carried out and followed up as well as for possible claims to be handled.

Categories of registered and personal data

The personal data refers to the Data Controller's employees and customers and includes information regarding name, reference number, customer number, address, telephone number, email address, social security number and ordered goods.

No information within the so-called special categories of personal data must be processed.

Security measures

Technical system for authorization control must control access to the personal data. The authorization must be limited to the employees who need the data for their work tasks.

User ID and password must be personal and must not be given to anyone else. Procedures for assigning 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 containing personal data must be protected by appropriate firewalls and anti-virus programs that are regularly updated.

Systems containing personal data must be regularly updated with security patches.

The personal data must be encrypted during transfer, for example through SSL or similar.

Personal data must be securely deleted and rendered unusable in such equipment that is decommissioned.

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

The personal data assistant must have routines for notifying the Personal Data Controller in the event of a breach or loss of personal data.

The personal data assistant must educate and train staff in the procedures and measures mentioned above.

Approved assistants

Venture Design Logistics

DHL Global Logistic / Deutsche Post World Net

DSV Global Transport and Logistics

Alwex AB

Post Nord AB

BFT Logistics

Extend Commerce Sweden AB