Terms & Conditions

General – Terms & Conditions

For project orders

1 General

1.1 Definitions. “Company” means VD Group AB (Vault Design) – Gothenburg, Sweden ; “Conditions” means these Global Sales Terms and Conditions and “Condition” shall be construed accordingly; “Contract” means the contract between the Company and the Customer for the sale and purchase of the Products based upon these Conditions; “Customer” means the person, firm or company purchasing the Products under the Contract, who is a wholesaler, retailer, architect, interior designer, hotel etc; and

“Products” means the items sold to the Customer by the Company pursuant to the Contract and “Product”

shall be construed accordingly.

1.2 Each sale of Product by the Company to the Customer shall be subject to these Conditions to the exclusion of any other terms or conditions set out on or referred to in any order confirmation, Invoice, contract.

1.3 The Company reserves the right to correct any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by the Company without any liability on the part of the Company.

1.4 No forbearance or delay by either party in enforcing the provisions of these Conditions shall prejudice or restrict the rights of that party, nor shall any waiver of its rights operate as a waiver of any subsequent breach, and no right, power or remedy herein conferred upon or reserved for either party, is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

2 Product Identification

2.1 All Products are sold by default with the relevant Product logos of the brand names as listed at Conditional 11.2. Certain other Products are sold by default with “OUR STANDARD SHIPPING MARKS”. The Customer must confirm if “Made in China”/ “Made in Romania” and “Certificate of Origin” labels are required at time of order placement and deposit payment. The Customer may, at an additional cost, apply barcodes, hand tags and other customized identifiers on full container orders only and notification of such requirements are required at the time of the placement of the order. If such terms are required, manufacturing of Products will only begin upon receipt of all necessary documentation, samples and instructions, and any delay of providing such items may impact the shipment delivery date.

3 Orders

3.1 The Customer’s order confirmation to which these Conditions are attached constitutes an offer. The Company’s acceptance of the Customer’s order confirmation to which these Conditions are attached constitutes the entire agreement between the parties relating to this purchase order and all obligations included herein shall be binding on the parties.

3.2 Following Company’s written acceptance of an order for Products, such order may not be cancelled by the Customer except with the written agreement of the Company (in its absolute discretion) and the payment by the Customer to the Company of such amount as may be necessary to indemnify the Company against all loss resulting from the said cancellation.

3.3 If Products are ordered and/or purchased via the Company’s website, the Customer will be deemed to have read, understood and accepted the website’s terms of use, privacy policy and any other legal notices posted on the website relating to the Customer’s use of the site, all of which are deemed to be incorporated into these terms and conditions.

3.4 The confirmed order is valid in terms of quantity, article, price, and delivery terms, with an estimated production time/delivery time and payment terms. Acceptance of the order confirmation occurs upon receipt if no objection is made within 72 hours or if the customer pays the deposit, at which point the customer’s order is considered confirmed. The customer bears responsibility for ensuring the order is correct by verifying the order confirmation.

3.5 Production time and delivery notice can only be confirmed after the order has been received and the deposit has been received at the factory. Delivery time is only estimated, as various events may occur that neither we nor the factory can influence, such as strikes, machine failures, war, material issues from subcontractors, accidents like fire, natural disasters, pandemics, etc. Neither we nor the factory can be held responsible for these circumstances. The customer’s responsibility for the products transfers when the goods are finished, packed, and loaded into, for example, a container, truck, plane, or train for their freight.

4 Delivery and Risk

4.1 Unless otherwise agreed by the Company in writing, delivery of the Products shall take place at the designated point of delivery stated in the Order Confirmation and risk of loss to the Products passes to the Customer or transport company after loading.

4.2 Risk for all Products delivered on an ExWorks basis shall pass to the Customer upon loading of the Products at the Company’s factory. The Customer shall assume all risk for the Products in respect of loading and transportation costs.

4.3 Risk for all products delivered on an FOB basis shall pass to the Customer at the port.

4.4 Risk for all Products delivered at the Customer’s warehouse shall pass to the Customer upon unloading of the Products at the Customer’s warehouse.

4.5 Risk for all Products delivered at a Company distribution centre shall pass to the Customer upon the loading of all Products onto the Customer’s appointed carrier at such distribution centre.

4.6 All times, dates or periods given for delivery of the Products are given as an approximate guide based on current production schedules at the time of the order and are subject to change. The Company shall not be liable for any delay in delivery of the Products, howsoever caused. Time of delivery shall not be of the essence.

4.7 Production cannot begin and lead times cannot be calculated until the acceptance of the order; receipt of the required deposit and confirmation of any changes, modification or approvals to the original order. The production time or delivery time given are estimated. The Company shall not be held responsible for any delays in production.

4.8 Other than as provided in Condition 4.7, the Company will not warehouse Products on behalf of the Customer. The Purchaser’s forwarder instructions must be provided to the Company within two (2) weeks from the date on which the deposit is paid. Once Product is completed, the Company will proceed with immediate shipment. If the Customer fails to provide such forwarder instructions, the Company reserves the right to arrange product shipment and will ship product using its own appointed forwarder and add such shipment costs to the account of the Customer. Undeliverable orders due to missing or incomplete data or instructions from the client will be cancelled and the deposit for the order shall be forfeited after six (6) months of receipt of the deposit.

4.9 If for any reason the Customer fails to accept; fails to arrange for delivery of any of the Products when they are ready for delivery; or fails to make payments when due under the invoice, then the Company may store the Products in a warehouse or storage facility for the Customer’s account and charge the applicable product warehousing or container storage fees to the Customer payable on demand but nothing in this Condition shall limit any other right of the Company relating to the Product or against the Customer or modify the obligations of the Customer as regards payment for the Product. Undeliverable orders due to

non-payment of invoices by the Customer will be cancelled and the deposit for the order shall be forfeited after six (6) months of receipt of the deposit.

5 Force Majeure

5.1 The Company shall be released from its obligations hereunder to the extent that the performance of those obligations is delayed, hindered or prevented by any circumstances beyond its control (including, but not limited to, industrial action, acts of governments, acts of agencies, war, act of God, acts of terrorism, strikes, pandemic, accident, fire, explosion, storm, tsunami, flood, failure of any of the Company’s sources to supply Products or materials, quotas or license restrictions, shortage of or delay in obtaining fuel or power, breakdown of plant and machinery or carrier delays).

6 Price and Payment

6.1 The prices of the Products shall be the Company’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Company’s price list on the date of the Company’s written acceptance the Customer Order Confirmation. All prices quoted are exclusive of (and the Customer shall be responsible for and shall pay) value added tax, customs and import levies or any similar duties, taxes or levies and any charges associated with carriage unless otherwise agreed in writing with the Company.

6.2 For all Products sold on ExWorks or FOB terms, the prices of the Products do not include freight, delivery, in transit insurance, storage or service costs unless confirmed in writing by the Company prior to Customer’s Order Confirmation being confirmed.

6.3 All payment terms shall be agreed in writing between the parties prior to Customer’s Order Confirmation being confirmed.

6.4 Unless otherwise agreed by the Company in writing, payment for the Products shall be made in full in cash by the Customer before physical delivery of Products. Time for payment shall be of the essence.

6.5 The Customer shall pay the price of the Products without any deduction whether by way of set-off counterclaim or otherwise.

6.6 Without otherwise impacting the Company’s obligations hereunder, a service charge of 1,5% interest per month will be applied to all amounts that remain unpaid beginning 30 days or more after the date due.

6.7 Each party shall be responsible for any charges or fees charged by their Bank for any TT transfers.

6.8 The Company reserves the right to adjust prices without prior notice due to fluctuations in supplier costs, exchange rates, or other factors beyond the Company’s control. Any price changes will be communicated to the Customer as soon as practicable. For orders already confirmed but not yet delivered, the Company may adjust the price to reflect these changes.

7 Warranties

7.1 All warranties, conditions and other terms whether express or whether implied by statute, common law, trade usage, course of dealing or otherwise are, to the fullest extent permitted by law, excluded from the Contract.

7.2 The Company does not give any warranty that the Products are fit for any particular purpose for which the Products are being bought by the Customer (unless the Company has agreed otherwise in writing).

7.3 In accordance with Condition 8, while accepting that the Customer may, under certain circumstances be entitled to a refund of monies paid, the Company reserves the right to repair or replace goods, which prove within a reasonable period of time to be defective because of bad materials or workmanship in manufacture.

7.4 Other than as stated above, (a) all furniture is guaranteed for a period of 1 year from date of purchase against manufacture defects only; (b) all lighting is guaranteed for a period of 1 year from date of purchase against manufacture defects only; (c) all leathers shall be free from defects in materials and workmanship for a period of 1 years from the date of purchase (subject to Condition 7.8 below); (d) all home accessories are guaranteed for a period of 6 months from date of purchase against manufactures defects only; and

(e) all furniture frames shall be guaranteed for a period of 1 years from date of purchase against manufactures defects only. (Note that this guarantees are for normal usage, not for HoReCa usage).

7.5 The warranty period begins from the date the products are loaded from the factory into a container or truck. Vault Design, along with the respective factory, will evaluate warranty claims and, if necessary, repair or replace the defective product with a new one. If a defective product is to be replaced, this will occur after it has been manufactured and then shipped from the factory, e.g., in China. Customers should be aware that as we do not keep products in stock, manufacturing new items takes time, as does shipping to Sweden. This process takes the normal time required for production and shipping, which is understood at the time of purchase.

7.6 All limited guarantees above do not apply to clearance sale purchases, ex-display goods or specific cases where faults have been clearly identified to the Customer before purchase or the goods have been sold as seen.

7.7 The Company cannot guarantee furnishing fabrics and linens other than for reasonable wear and tear or against shade variations of items purchased at different times. When a customer requests treatments such as water resistance, oil resistance, fire retardant properties etc, the following applies: The color shade of the fabric may slightly change due to the chosen treatment. The customer acknowledges that such changes are expected and do not constitute a defect. The supplier is not liable for claims related to these alterations.

If fabric and color have been proposed by the Customer, the Customer shall bear the responsibility for ensuring that the chosen fabric meets the following requirements:

– is of sufficient quality for the Customer’s intended use;

– has undergone necessary treatments; and

– complies with the standards specified by the Customer or the Customer’s architect.

Upon the Customer’s request, the Company may provide specifications and test results for selected fabrics, provided that the manufacturer has conducted such tests. However, the Company shall not be responsible for the accuracy or completeness of such information.

The Company shall not be held liable for any deficiencies or faults arising from the Customer’s choice of fabric or color, unless otherwise expressly agreed in writing. The Customer acknowledges that they have taken this allocation of responsibility into account when ordering Products with customer-specified fabrics or colors.

7.8 Those goods which contain natural leather are therefore subject to dye, grain and shade variations and natural markings (for leather including open scars, healed scars from vegetation, insect bites, neck stripes and dung marks) such variations and markings are not classified as defects. Those goods which contain drift wood, salvaged wood or reclaimed wood contain natural and/or reprocessed wood and are therefore subject to grain and shade variations and natural markings (including knots and scars) such variation and markings are not classified as defects. Those goods which contain natural rock crystal, marble and acrylic are subject to chips and mark and colour variations. Those goods which contain iron are subject to marks, colour variations and rust. Those goods which contain hand-blown glass are subject to colour variation and bubbles. Rugs, hand-woven fabrics and naturally dyed fabrics are subject to colour variations. Those goods which are vintage and identified as such are sold ‘as seen’, the Customer should inspect the items and satisfy themselves as to the condition prior to sale as these are original and individual items and will have grain or shade variations, natural markings that are not classified as defects. Any representation or statement by the Company as to the age, origin, date, materials or conditions of the items is a statement of opinion based on the knowledge of a reasonably informed person at or around the time of the sale. By entering into the Contract, you acknowledge that the goods may have any of these markings and the existence of such markings shall not constitute a breach of the Contract.

7.9 The warranty does not apply to products used in HoReCa that experience excessive wear and tear. Such abnormally hard wear cannot be covered by warranty and is the responsibility and within the knowledge of the customer. Additionally, the warranty does not apply to products that are specially manufactured and accepted at the customer’s request based on a picture or drawing.

8 Damage, Defects or Non-compliance

8.1 Subject to Condition 8.2, no liability will attach to the Company (whether in contract or for negligence or otherwise) for loss of or damage to the Products occurring prior to delivery or for any claim that any item delivered pursuant to the Contract is defective or is otherwise not in accordance with the Contract.

8.2 In the event of a valid claim for defect, loss, damage or non-compliance with the Contract, the Company will contact and inform the specific factory for a solution, repair and/or replace the whole or any part of the Products which are defective in consequence of defect in materials or workmanship but subject to the following conditions:

(a) in respect of any alleged defect which would be apparent to the Customer on reasonable inspection, the Customer must give written notice thereof to the Company within 7 days of the delivery and the unpacking of the Products by the Customer;

(b) in respect of any alleged defect not apparent on reasonable inspection, the Customer must give notice thereof to the Company within 7 days of the alleged defect coming to the attention of the Customer or would have come to the attention of the Customer by exercise of appropriate diligence;

(c) in all cases, the Company is given a reasonable opportunity following notice of complaint to examine the Products and the Customer shall provide photographic evidence;

(d) the Customer shall make the Products available for collection by the Company (or its appointed carrier) if this will be needed;

(e) the Company shall not be liable for any defects in the Products arising from or in consequence of the manner in which they are assembled or maintained or from any alteration, or repair of the Products carried out otherwise than by the Company or from the manner in or conditions under which the Products are stored or if the Customer makes any further use of such Products after giving notice to the Company;

(f) the Company shall not be liable for any defects to the extent that the aggregate value of the defective Products is less than 8% of the aggregate value of all the Products delivered in the same shipment as the defective Products; and

8.3 Collection of Products by the Company (or its appointed carrier) pursuant to Condition 8.2 shall not imply that the Company accepts the validity of the claim made by the Customer.

8.4 The Company’s liability is limited to repair or replacement of the Products (or part thereof) (at its option) and liability for every form of indirect or consequential damage or loss (except only death or personal injury resulting from the Company’s negligence) is hereby expressly excluded to the extent permitted by law.

8.5 If the Customer shall fail to give notice in accordance with the provisions of Condition 8.2 then items delivered shall be deemed to be in all respects in accordance with the Contract, and all claims in respect of non-delivery, loss, damage, defect or non-compliance shall thereafter be wholly barred to the extent permitted by law.

9 Termination or Cancellation

9.1 In the event of:

(a) the Customer failing to observe or perform any of its obligations under the Contract or any other contract between the Company and the Customer; or

(b) the Customer being unable to pay its debts or any act occurring or proceedings being commenced relating to, or indicating, the bankruptcy or insolvency or possible bankruptcy or insolvency of the Customer;

(c) the Customer ceasing or threatening to cease to carry on business; or

(d) non-payment by the Customer of any monies due from the Customer to the Company, the Company shall be entitled to suspend all or any future deliveries under this or any other contract and on written notice to cancel this or any contract between the Customer and the Company.

9.2 In the event of any cancellation by the Company in accordance with Condition 9.1 or any cancellation and/or repudiation of the Contract by the Customer, the Company shall be entitled to recover damages from the Customer for the following:

(a) the value of any work completed or Products manufactured at the date of termination;

(b) the value of any work begun or Products begun to be manufactured but not completed at the date of termination including the cost of materials, labour and overheads in connection therewith; and

(c) the amount representing any further profit which the Company would have made on the Contract but for its termination, such profit to be determined by the Company’s auditors whose decision shall be conclusive and binding on the Customer.

9.3 The rights conferred by Condition 9.2 shall be without prejudice to any other right enjoyed by the Company pursuant to these Conditions or by law.

9.4 Termination or cancellation of a confirmed order is not permissible for custom-made orders, such as those for HoReCa. The Company has no use for or ability to resell these products as they are specifically manufactured for the customer.

10 Title

10.1 Title in the Products shall pass to the Customer upon payment in full of the whole purchase price of (and any other amounts due with respect to) the Products and payment in full of every other sum whatsoever which is due from the Customer to the Company whether under this Contract or otherwise howsoever.

10.2 Until title of the Products has passed to the Customer, the Customer must:

(a) hold the Products on a fiduciary basis as the Company’s bailee and trustee or equivalent under the law of the Customer’s jurisdiction;

(b) store the Products in such a way that they remain readily identifiable as the Company’s property;

(c) maintain the Products and their packaging in a clean, dry and low humidity or climate controlled environment to mitigate the possibility of damage to the Product and keep them insured on the Company’s behalf for their full price against all risks to the reasonable satisfaction of the Company. On request the Customer shall produce the policy of insurance to the Company; and

(d) hold the proceeds of the insurance referred to in Condition 10.2(c) on trust, or equivalent under the law of the Customer’s jurisdiction, for the Company and not pay the proceeds into an overdrawn bank account.

10.3 The Customer may resell the Products before title has passed to it solely on the basis that any sale shall be effected in the ordinary course of the Customer’s business at full market value and any such sale shall be a sale of the Company’s property on the Customer’s own behalf and the Customer shall deal as principal when making such a sale. The proceeds of any sales of Products under this Condition shall be held on trust, or equivalent under the local law of the Customer’s jurisdiction, for the benefit of the Company until the Company has received full payment for the Product.

10.4 The Customer’s right to possession of the Products for which title has not passed to the Customer and has not been on sold (pursuant to Condition 9.1) shall terminate immediately on the occurrence of any of the events listed at Condition 9.1 or if the Customer encumbers or in any way charges any of the Products.

10.5 In the event of the occurrence of any event in Condition 9.1, the Customer grants the Company, its agents and employees an irrevocable licence at and without notice to enter any premises any reasonable time where the Products are or may be stored in order to inspect them, or, where the Customer’s right to possession is terminated, to recover them. In the event that the Company recovers the Products under this Condition 10.5 the Company shall refund to the Customer any monies paid by the Customer for the recovered Product, however the Company reserves the right to offset any refund of said monies against any charges incurred by the Company to recover the Product and any other monies owed by the Customer to the Company.

10.6 At any time before title in the Products has passed to the Customer and the Products have not been sold on to a third party as provided in Condition 10.1, the Company may by notice in writing to the Customer terminate the Customer’s right to sell the Products and the Customer shall thereupon return the Products at Company’s cost. At any time after the giving of such a direction, the Company may enter upon any premises where the Products are or are reasonably believed to be and may remove the Products. In the event that the Company recovers the Products under this Condition 10.6 the Company shall refund to the Customer any monies paid by the Customer for the recovered Product, however the Company reserves the right to offset any refund of said monies against any charges incurred by the Company to recover the Product and any other monies owed by the Customer to the Company.

10.7 The provisions of this Condition 10 shall continue in full force and effect notwithstanding termination of the Contract, howsoever caused.

11 Intellectual Property Rights

11.1 The Customer shall not use the Company´s Products for the purpose of designing or manufacturing identical Products with any other suppliers, without the Company’s prior written consent. The copyright, trade marks, trade names and all industrial property rights of any description in or in connection with the Products shall remain the property of the Company. This Condition survives the termination of this Contract howsoever caused.

11.2 It is strictly forbidden for the Customer to use the following brand names, or any brand names owned or registered with the Company, For example: Vault Design, VD or Schwung.

11.3 It is strictly forbidden for the Customer to use any intellectual property of the Company or its subsidiaries including any images provided by the Company in any marketing or advertising materials unless expressly agreed in writing by the Company prior to the issuance of a confirmation of an order by the Company.

11.4 The customer is 100% responsible for any images or drawings they provide to the Company for production. The Company assumes no responsibility for design and bears no liability if there are any design rights associated with any of the products provided by the Customer. The Customer shall indemnify and hold the Company harmless from any claims, damages, or liabilities arising from the use of Customer-provided designs, images, or drawings. The Customer warrants that they have obtained all necessary rights, licenses, and permissions for the production of items based on their provided materials. The Company reserves the right to refuse production of any item that may infringe upon intellectual property rights of third parties.

12 Liability

12.1 The aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Customer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the invoiced price of the Products provided always that nothing in these Conditions excludes or limits the liability of the Company for death or personal injury caused by the Company’s negligence or fraudulent misrepresentation.

12.2 The Company shall not be liable to the Customer for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.

12.3 The Customer is responsible for obtaining all necessary licenses and/or permits required for import and delivery of the Product to the Product’s final destination. Customer accepts full liability regarding, and fully indemnifies the Company from and against any and all liability or loss associated with, import and product compliance with local laws and regulations in all jurisdictions where the Products may be sold.

12.4 The Customer acknowledges that the limitations of liability contained in this Condition 12 are reasonable and that these limitation provisions have been taken into account by the Company in pricing the Products and the Customer has considered them before placing the Order Confirmation on the Company.

13 Sub-contracting

The Customer may not assign or transfer the Contract, or any part of it, without the Company’s prior written consent.

14 Confidentiality

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or any member of the group of companies to which the other party belongs, except (a) to such parties who need to know such information for the purpose of carrying out the obligations under these Conditions; and (b) as may be required by law, court order or any governmental or regulatory authority. Neither party shall use the other party’s confidential information for any other purpose other than to perform its obligations under these Conditions. This obligation to protect confidential information shall survive for a period of (2) two years beyond the term of these Conditions.

15 Data Protection

The Company is committed to ensuring that the customer’s privacy is protected. Should the Company ask the Customer to provide certain information by which he/she can be identified, the Customer can be assured that it will only be used in accordance with our privacy statement. Please visit our web site: www.vaultdesign.se

For the purpose of the Data Protection Act 1998 and the EU General Data Protection Regulations, the Company’s data controller can be contacted on m@vaultdesign.se

Additionally, if the Customer would like to correct his/her personal data or simply access it, please do not hesitate to contact the Company on a@vaultdesign.se

16 Entire Agreement

Other than in respect of payment provisions or any other agreement in writing and signed by both the Company and the Customer governing the subject matter of this Order Confirmation, these Conditions constitute the whole agreement between the parties.

17 Severability

If any provision of these Conditions (other than provision related to payment) shall be or be held to be invalid, that provision shall not apply to the extent that it is invalid and all other Conditions shall continue in full force and effect.

18 Notices

18.1 Any notice to be given under these Conditions or the Contract must be in writing and may be delivered or sent by prepaid first class letter post or email transmission to the party to be served at that party’s last-known trading address or email address a@vaultdesign.se

18.2 Any notice shall be deemed served: if delivered by hand, at the time of delivery; if posted, 48 hours after posting; and, if sent by mail, at the email delivery report (as appropriate).

19 Third Parties

19.1 A person who is not a party to this Contract has no right to enforce any term of this Contract.

20 Law and Jurisdiction

These Conditions and the Contract shall be governed by the laws of Sweden and any dispute hereunder shall be subject to the exclusive jurisdiction of a court of competent court in Gothenburg – Sweden.