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General Terms and Conditions for Web Sales

These General Terms and Conditions shall govern Vehco AB´s, including all companies and entities ultimately owned and/or controlled, directly or indirectly, by Vehco AB, delivery of Products and related Services. The Services may include installation, training, maintenance, applications and any other services related to the delivery of the Product.

These General Terms and Conditions constitute an appendix to an Agreement entered into by the parties. In the event of a conflict between the Agreement, including any appendices thereto, and these General Terms and Conditions, such Agreement and appendices shall have priority. These General Terms and Conditions also apply to trials and free subscriptions.

1 Definitions

Agreed Specifications means the agreed scope of the delivery, as well as functional and other requirements specified below:
a) the delivery requirements specifically agreed upon by the parties,
b) product description of the Product and the Service included in the Delivery as issued by or on behalf of the supplier or used in marketing at the time of execution of the Agreement; or
c) generally applied norms for corresponding supplies.
In case of a conflict between a), b) and c), these terms shall apply in their stated order.

Agreement means the agreement entered into between the parties together with the appendices thereto.

Delivery means the Products and Services to be delivered pursuant to the Agreement.
Product(s) means the hardware, network components, Software Product or other equipment to be delivered by the supplier pursuant to the Agreement.

Product(s) means the hardware, network components, Software Product or other equipment to be delivered by the supplier pursuant to the Agreement.

Service(s) means services, such as installation, training, maintenance, M2M, applications or other services to be performed or made available by the supplier pursuant to the Agreement.

Software Product(s) means the standard software products to be delivered by the supplier pursuant to the Agreement.

Subscription(s) means the customer’s subscription for the supplier’s supply of Services.

2 Order and Delivery

2.1 All orders shall be made in writing or through the Supplier’s web shop or through in/app purchase in the Supplier’s products and are subject to acceptance by the supplier. All orders are conditional on confirmed financial validation of the customer and the supplier’s confirmation that delivery can be made. 
2.2 The delivery date is the date on which the Product (including Software Product) is despatched from the supplier’s warehouse or made available to the Customer through online activation. 
2.3 The customer shall carry out agreed preparations and other steps necessary for installation in accordance with the supplier’s instructions. Unless the supplier has agreed to install the Product, the customer shall install the Product in accordance with the instructions provided by the supplier. 
2.4 Delivery terms are Ex-works Gothenburg, Sweden.
2.5 Free trials and free subscriptions are provided by the Supplier without any obligations. Supplier can at any time discontinue or modify the delivery of Services based on free subscriptions. The Supplier also reserves the right to at any time introduce a limit on the number of subscriptions that can be offered as free to the Customer. If the Supplier chooses to discontinue a free trial the Supplier shall have the right to propose an upgrade to a premium version to the Customer.

3 Warranty for Product

3.1 The supplier warrants that the Product shall be free of defects in materials and workmanship and that the Product will conform to the Agreed Specifications for a period of twelve (12) months from the date of delivery (batteries 3 months).
3.2 The supplier’s warranty will not apply to any Product with respect to which there has been (i) improper installation, storage or testing, (ii) failure to provide a suitable operating environment, (iii) use of the Product for purposes other than that for which it was designed, (iv) failure to monitor or operate the Product in accordance with the supplier’s specifications and good industry practice, (v) attachment or removal or alteration of any part of the Product without the prior written approval of the supplier, (vi) unusual mechanical, physical or electrical stress, (vii) modifications or repairs done by other than the supplier or a third party approved by the supplier, (viii) use of spare parts and consumables not approved by the supplier (ix) mishandling during transportation of the Product, (ix) use of the Product with equipment, accessories or software that are not approved by the supplier, or (x) any other abuse, misuse, neglect or accident. No warranty applies to free trials or free subscriptions.
3.3 In order to claim that the Product is faulty, the customer shall notify the supplier within thirty (30) days after discovering that the Product fails to conform to the warranty. In such notice the customer shall specify the fault and its effects. 
3.4 With the promptness required by the circumstances, the supplier shall, at its own cost and discretion, modify, repair or replace any Product found to be faulty according to the conditions of the warranty. If the supplier is unable to modify, repair or replace a Product, then the supplier shall, at the supplier’s option, either refund the customer or credit to the customer’s account the purchase price for the defective Product less depreciation calculated on a straight-line basis. 
3.5 Rectification of faults in the Software Product may take place through instructions regarding circumvention of the fault, which does not entail significant inconvenience for the customer. 
3.6 Rectification of faults shall take place on the supplier’s premises or at a service centre nominated by the supplier. Provided that the supplier has approved the return of the Product, the supplier shall arrange, and defray the cost of, transport and bear the risk associated therewith. 
3.7 The remedies set out herein shall be the customer’s sole remedies if the Product is in breach of the warranty or otherwise faulty.

4 Software Product

4.1 The supplier grants the customer the right to use the Software Product specified in the Agreement in accordance with the terms and conditions of the Agreement. 
4.2 The customer may not modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software Product (except to the extent permitted by compulsory law).
4.3 Certain third party software may be distributed to the customer together with the Software Product. Such third party software is made available to the customer subject to the customer’s acceptance of the end user license agreement that applies for the customer’s use of such third party software. The supplier disclaims any liability whatsoever pertaining to any third party software (e.g. for inaccuracy in respect of roads and map data).
4.4 The customer may not, directly or indirectly, distribute, disclose, sell, rent, lease, sublicense, assign, for any reason whatsoever, all or part of the Software Product.

5 Service

5.1 The supplier will perform the Service with employees that are suitably qualified and skilled, and in a professional manner. The supplier shall be entitled to engage sub-consultants for the performance of the Service.
5.2 The supplier is responsible for ensuring that the Service is made available to the customer as of the agreed commencement day. The content of the Service is listed in the Agreed Specification. Except where otherwise is agreed, the supplier is not responsible for storage or back-up copying of the customer’s data.
5.3 The supplier may, without giving prior notice to the customer, modify the Service, or change the way in which the Service is provided, if this can be reasonably supposed not to inconvenience the customer. The supplier may make other modifications to the Service or the way in which the Service is provided three (3) months after the customer has been informed thereof. The supplier’s modification shall not conflict with the Agreed Specifications for the Service. The Supplier reserves all rights to modify and or terminate any Service provided as a free trial or free subscription. 
5.4 The customer is responsible for stating who is authorised to use the Service. The customer shall immediately inform the supplier if a user is no longer authorised to have access to the Service.
5.5 The customer is required to follow the instructions provided by the supplier for use of the Service. The customer is responsible for the user’s use of the Service.
5.6 If there is a fault in the Service, the supplier shall rectify it as promptly as the circumstances require. The supplier’s liability does not include faults that are of no significance for the intended use of the Service and that do not cause the customer any inconvenience. 
5.7 Faults in the Service are corrected by means of a correction or by the provision of instruction on how to circumvent the fault. The supplier shall only be liable for faults that are reported within one (1) month after the discovery of the fault. 
5.8 The supplier’s liability for faults in the Service does not include:
a) faults caused by changes or interference with the Service made by the customer,
b) faults arising as a consequence of the fact that the customer did not provide correct information or selected test data, or provided erroneous or deficient system information,
c) external attack by viruses or other external sources, provided the supplier has taken workmanlike action to protect the Service against such an attack,
d) faults caused by the customer’s use of the Service with equipment, peripheral devices, or system software other than that prescribed by the supplier; 
e) failure in communication means (e.g. Internet or telecommunication); or
f) other circumstances for which the customer or a third party is liable or in some other way is beyond the supplier’s control.
5.9 If the supplier is unable to correct the fault, then the supplier shall, at the supplier’s option, either refund to the customer or credit to customer’s account such part of the agreed price for the Service that corresponds to the failure. These remedies shall be Customer’s sole remedies in the event of a fault in the Service.

6 Subscription

6.1 The Subscription shall commence at the day of delivery of the Product. 
6.2 The term of the Subscription, extension period and period of notice shall be stipulated in the Agreement. If no term has been agreed, the initial Subscription period shall be 3 months and any subsequent Subscription shall be valid until further notice. In the absence of any agreement to the contrary, the notice of termination of the Subscription shall be given at the latest three (3) months prior to expiry of the relevant contractual term. 
6.3 The Subscription shall cease at the end of the calendar month following expiry of the notice period. Notice of termination of the Subscription shall be given in writing.

7 Payment

7.1 Prices, fees and charges specified in the Agreement do not include VAT or other taxes and duties. 
7.2 Payment shall be made within 30 days of the delivery date. Recurring fees (e.g. Subscriptions) shall be invoiced and paid periodically in advance. 
7.3 In the event the customer fails to make timely payment, the supplier shall be entitled to interest on overdue payment as prescribed by law and, where appropriate, shall be entitled to withhold delivery or part thereof. 
7.4 If the financial condition of the customer at any time becomes unsatisfactory to the supplier, in the supplier’s sole discretion, or if the customer fails to make any payment when due, in addition to any other rights the supplier may have, the supplier may defer or decline to make any deliveries hereunder, refuse to grant or hold any credit or may condition any such delivery upon receipt of satisfactory security or cash payments in advance.
7.5 If the customer fails to pay (or provide security) within 30 days after a demand to pay the sum due (or provide security) the supplier may terminate the Agreement with immediate effect through written notice. The supplier shall be entitled to compensation for work performed and damages. 
7.6 Hardware shall remain the property of the supplier until such time as it has been fully paid for. 
7.7 The supplier is entitled, as of each new calendar year, to change all fixed charges once a year in accordance with changes in national index] Statistics Sweden’s IT consultancy index. 
7.8 Where the supplier incurs additional work or additional costs due to circumstances for which the customer is responsible, the customer shall pay the supplier for such additional work and additional costs in accordance with the supplier’s prevailing price-list at the time.

8 Limitation of Liability

8.1 The supplier’s liability for damages under the Agreement shall be limited to twenty (20) % of the price of the Product and/or Service to which the claim pertains. The Supplier shall have no liability for free trials and free subscriptions.
8.2 The supplier shall not be liable under any circumstances for loss of profit or for any indirect or incidental or other consequential loss, including the customer’s liability to pay compensation to a third party, or for loss of data. 
8.3 The remedies available to the customer pursuant to these General Terms and Conditions are the sole remedies available to the customer (provided this is permitted by compulsory law) and constitute an exhaustive regulation of the supplier’s liability for the Delivery.

9 Confidentiality

9.1 Either party undertakes not to make any unauthorized disclosure of any confidential information regarding the Delivery. Confidential information shall mean any information, technical, commercial or of any other kind, whether written or oral, except such information which is or will be publicly known or which has come to or will come to the public knowledge in any way other than through either party's breach of this secrecy undertaking.
9.2 The parties ensure that its employees will not disclose confidential information to third parties. It rests on either party to ensure that employees likely to get access to confidential information covenant to keep such information confidential to the same extent as the party according to this secrecy undertaking.

10 Intellectual Property Right

10.1 The Products and Services are owned by the supplier and its suppliers and are protected by national law and international treaty provisions.
10.2 In the event that the Delivery or any part thereof infringes any intellectual property right of any third party, the supplier shall, by its own election and at its own expense, either (a) procure for customer the right to continue using such Product and/or Service, or modify it so that it becomes non-infringing, or (b) remove such Product and/or Service, or part thereof, and grant customer a credit thereon and accept its return. Supplier shall not be obligated to settle or defend any suit or proceeding, or be liable for any costs or damages.

10.3 The Customer shall get access to results based on analysis of vehicle data according to the specified Services. To enable the Supplier to develop it’s business concepts and services the Supplier shall have the right to use and dispose of the vehicle data retrieved by the Supplier. The Supplier shall anonymize all data before use or disposal which is not directed to the Customer. The Customer identifies the Supplier as the owner of all rights to the vehicle data and the business concept that is defined in this Agreement including but not limited to patents, trademarks, trade secrets, copyrights and the Customer is obliged not to patent or in any other way limit the Supplier’s possibility to use or protect it’s business concept or technology.

11 Force Majeure

11.1 The parties are relieved from liability for a failure to perform any of their obligations due to any circumstance which impedes, delays, or aggravates any obligation to be fulfilled under the Agreement, such as acts or omissions of authorities, new or changed legislation, conflict on the labour market, blockade, fire, flood, shortage of transport means, goods or energy or major accidents as well as defects or delay related to deliveries from sub-contractors caused by such circumstance. Either party is entitled to rescind this Agreement if the performance of a material obligation is delayed for more than three (3) months.

12 Miscellaneous

12.1 The contents of the Agreement and its appendices shall supersede all previous written or oral commitments and undertakings. Only those amendments and additions to the Agreement that are made in writing and signed by the parties are valid.
12.2 If any provision of the Agreement or part thereof is held invalid, this shall not affect the remaining provisions of the Agreement, unless the obligations of a party hereto without the invalid part of the agreement are or will become unreasonably onerous.
12.3 The customer may not wholly or partly assign or pledge his rights and obligations under the Agreement to any third party except with the prior written consent of the supplier.

13 Applicable Law and Disputes

13.1 The laws in force at the domicile of the supplier shall govern the Agreement.
13.2 Any action or proceedings by the supplier against the customer may be brought by the supplier in any court(s) having jurisdiction over the customer.
13.3 Any actions or proceedings by the customer against the supplier may be brought by the customer only in the court(s) having jurisdiction at the domicile of the supplier.

14 Updated Terms and Conditions

14.1 These terms and conditions are defined by the Supplier. The Supplier can change these terms and conditions at any time. Updated terms and conditions will be posted on the Supplier’s website. The updated terms and conditions will come in to force three months after being published on the Supplier’s website or at any date later than three months specified in the terms and conditions. By continuing to use Products and Services from the Supplierafter new terms and conditions have entered into force, the Customer accepts and is bound by the updated terms and conditions.

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