General Terms and Conditions of Sales and Delivery

1. General


In these General Conditions of Sale and Delivery (the “Conditions”), the term
“RT-Labs” means RT-Labs AB; “Buyer” means any person or entity purchasing a
product from RT-Labs; “Contract” means any agreement to the effect that
Buyer shall purchase products from RT-Labs; “Product(s)” means any hardware,
(including on-board firmware) sold or licensed by RT-Labs.


These Conditions shall govern any sale and delivery and any offer made by
RT-Labs. Terms deviating from these Conditions shall not be valid unless
RT-Labs has confirmed them expressly in writing.


A Contract is deemed concluded only after RT-Labs has confirmed the order in
writing or upon carrying out the order. Unless RT-Labs has given its prior
acceptance in writing, Products are not returnable (unless being faulty) nor may
a Contract be cancelled. If the period of validity of an offer made by RT-Labs has
not been explicitly set, its validity is limited to ten (10) days from the date of

2. Price and payment


Prices for the Products will be set out in the offer or the price list valid on the
day the Contract was concluded. Prices include packaging and package for the
Products. Prices for the Products do not include any customs, duties,
value-added tax, income tax or any other assessment levied by authorities in
the Buyer’s country. Any such amounts levied, whether withheld at source or
otherwise, will be added to the price for the Products and shall be paid by, or for
the account of, the Buyer.


All deliveries are FCA RT-Labs’s premises Gothenburg, Sweden (Incoterms 2020).
RT-Labs shall be entitled to invoice upon delivery. Payment terms are thirty (30)
days from the last of the date of the receipt of the invoice or the date of the
delivery of the invoiced Products.


After a Contract has been concluded and up until delivery of the Products,
RT-Labs may, at its sole discretion, cancel any credit granted to the Buyer and
request pre-payment or any other appropriate security arrangements prior to
delivering the Products.


Title to the Products shall remain with RT-Labs and shall not pass to the Buyer
until payment in full has been received by RT-Labs. Even though the Products
have been delivered to the Buyer, RT-Labs may terminate a Contract, with
immediate effect, and recover the Products should a default in payment occur

3. Delivery


The Products will be delivered on the agreed delivery date. Should RT-Labs
discover that the delivery date set out in a Contract can not be met, RT-Labs
shall immediately notify the Buyer in writing, stating the cause for the delay and
its best estimate of when the delivery can be made. If a delay occurs due to any
action or omission by the Buyer, the delivery date will be moved forward as
considered reasonable in view of all circumstances at hand.


In case of a delayed delivery caused by RT-Labs, the following shall apply:


RT-Labs shall reduce the price for the Products by one (1) per cent of the
contracted price for the Products per completed two (2) weeks period
of delay. The aggregate price reduction shall not exceed a total of five (5)
per cent of the price for the Products. The price reduction shall only be
based upon the price for the items actually delayed. Price reductions
shall not apply if less than five (5) per cent of the items in an entire
shipment are delayed.


If the delay in delivery is such that the Buyer is entitled to maximum
price reductions and if the Products are still not delivered, the Buyer
may in writing demand delivery within a final reasonable period, which
shall not be less than two (2) weeks. If RT-Labs does not deliver within
such final period, the Buyer shall be entitled to terminate the Contract
for such part of the delivery as has still not been delivered. Where
RT-Labs is in delay and such delay is prolonged due to circumstances
caused by the Buyer, price reductions shall not apply to the period of
additional delay caused by the Buyer.


The remedies for late delivery set out herein shall be the full and exclusive
remedy available to the Buyer. All other claims against RT-Labs based on any
delay in delivery shall be excluded.

4. Liability for faulty products


In case of delivery of faulty Products, RT-Labs undertakes, during a period of
twelve (12) months from delivery of the Products, to repair or replace any
Product found to be faulty. However, should software included in the Products
not be feasible to repair or replace RT-Labs may, at its sole option, decide that
the Products shall be returned – instead of being repaired or replaced – and the
price for the Products will be refunded. Any repair or replacement shall be
made at RT-Labs’s option and cost and with reasonable expedience. Products
returned or otherwise rejected shall be delivered to RT-Labs at RT-Labs’s
expense and risk. All Products returned or rejected shall be accompanied by a
report issued by the Buyer, stating the reason for the return and/or rejection.
This liability does not cover faults caused by the Buyer’s or a third party’s
incorrect handling of the Product. All and any modifications, changes or add-ons
made to a Product without explicit prior consent by RT-Labs will void the
warranty for that Product.


The remedies for delivery of faulty Products set out herein shall be the full and
exclusive remedy available to the Buyer. All other claims against RT-Labs based
on delivery of faulty Products shall be excluded.

5. Other terms and conditions


All intellectual property rights in the Products are and shall remain the
exclusive property of RT-Labs or its licensors, as applicable. In case any software
should form an integral part of a Product or otherwise be included in deliveries
from RT-Labs, such software shall always be deemed to be provided to the
Buyer pursuant to a non-exclusive license agreement, for the sole purpose of
enabling the Products to perform in accordance with its specifications.


In no event shall RT-Labs or the Buyer be liable for indirect or consequential
damages. RT-Labs has no liability for the result of Buyer’s use of Products in
conjunction with hardware and software not provided by RT-Labs.


Certain Products shall be used together with software and hardware not
provided by RT-Labs. RT-Labs’s information concerning such Products’
capability, capacity and performance shall not constitute a commitment or
guarantee of any kind when such results are dependant upon software and
hardware not provided by RT-Labs.


Circumstances that may be designated as force majeure shall be considered as
grounds for relief from a Contract, provided that the circumstance at hand
could not have been foreseen when the Contract was made, that it was not
caused by the party seeking relief and that it impedes the performance of a
party according to the Contract and fulfilment of the performance in question
therefore would be unreasonably onerous.


Any Contract shall be governed and construed by Swedish substantive law. Any
dispute, controversy or claim in connection with a Contract shall be finally
settled by arbitration, in accordance with the Rules of the Arbitration Council of
the Western Sweden Chamber of Commerce and Industry. The arbitration
tribunal shall be composed of one (1) arbitrator. The venue for arbitration shall
be Gothenburg, Sweden. The language to be used in the arbitral proceedings
shall be English, unless both parties are registered in Sweden.