the beverage group
The key for the success on the Swedish retail market for the alcoholic beverages
Purchasing Terms
(Publisher: Systembolaget/ Place of publication: Leverantörsportalen)
Systembolaget is a monopoly, which means that it is obliged to treat all beverage suppliers equally.
By the same token, Systembolaget has a special responsibility for its actions on the market.
The principle of equal treatment means that Systembolaget must apply the same terms and conditions to all beverage suppliers at any given time, and is not at liberty to negotiate the wording of them with one or several individual suppliers.
Basic Terms and Conditions
Please use for reference purposes only
DELIVERY TO SYSTEMBOLAGET SHOPS
DEFECTS OR SHORTAGES IN ORDERED ITEMS
PRICES
PACKAGES
LIABILITY FOR DAMAGE AND INJURY CAUSED BY A DELIVERED ITEM
PAYMENT
FORCE MAJEURE
MODIFICATIONS AND AMENDMENT
AGREEMENT PERIOD AND TERMINATION OF THE AGREEMENT
SUPPLIER CONTACTS
CODE OF CONDUCT
ASSIGNMENT
DISPUTES AND APPLICABLE LAW
BACKGROUND
According to chapter 5 section 1 of the Alcohol Act (2010:1622) (Sw. Alkohollagen 2010:1622) and the agreement between Systembolaget and
the Swedish Government (2011:789) retail sales in Sweden of spirits (Sw. spritdrycker), wine, strong beer and other fermented beverages is carried on,
without a primary interest in private profit, by Systembolaget.
A Supplier who fulfils the guarantees in Clause 9.1 below is an Approved Supplier and is permitted to sell and deliver alcoholic drinks to
Systembolaget. The General Terms and Conditions of Purchasing set out the terms and conditions that apply between the parties for the Supplier's sale and delivery of Items to Systembolaget.
THE SCOPE OF THE AGREEMENT
The Agreement covers Systembolaget's purchases from the Supplier of Items that are included in the Set Range and the Temporary Range.
The Agreement also covers purchases of Items ordered by Systembolaget on the request of a customer, from the Order Range, see Appendix 4, or by socalled Private Import, see Appendix 4.
Unless otherwise stated, nothing in this Agreement shall constitute an undertaking by Systembolaget to purchase any specific quantity from the
Supplier. Items in the Set Range and Temporary Range, and Items in the Order Range that are stocked in a Systembolaget Shop are purchased
following a Suborder. Items in the Order Range (except for Items which are stocked in a Shop) and Items ordered by Private Import are purchased
following a Specific Order. This Agreement does not give the Supplier an exclusive right to sell an Item to Systembolaget. Each Item is purchased on an individual basis (Sw. självständigt) and the Supplier is not entitled to demand that Systembolaget's purchase of one Item shall be linked to purchases of other
products or quantities of products.
OFFER AND PRODUCT SELECTION
Approved Suppliers may submit offers against a request for tender from Systembolaget. Systembolaget is not in any regard bound by its request for
tender. The conditions set out in Appendix 5 apply to Systembolaget's
handling of offers and product selection. Applies from and including 15 August 2014 Page 4 of 18
An offer in accordance with Clause 3.1 above, must fulfil all the requirements set out in Appendix 5, Clauses 5.1.1 and 5.1.2, and must have
been received by Systembolaget within the time stipulated in the request for tender.
An offer that was not received within the prescribed time, or is not correct and complete, may be rejected.
In order to avoid dual registration of the offer at Systembolaget, the offer and accompanying documents must be
sent to Systembolaget in the manner set out in Appendix 5, Clause 5.1.1.
Systembolaget's handling of offers and product selection must be conducted so that domestic Products are not given preferential treatment. The product
selection is further strictly neutral in relation to brand names (Sw. strikt märkesneutralitet) and based solely on an assessment of the quality of the
Product, particular risks for damage caused by the Product, consumer demand and other commercial concerns.
Where a Product has not been selected for sample testing (Sw. offertprov) or purchase, Systembolaget will, within ten (10) Working Days after the day of
its decision, provide a written account of the grounds upon which it has
based its decision.
The Supplier has a right to have such a decision reexamined
by the “Alcohol Range Committee” (Sw. Alkoholsortimentsnämnden), Box 2218, 103 15 Stockholm.
GOODS SAMPLES ETC
If a Product has been selected for Sample Testing, offer samples shall be submitted free of charge in the manner set out in Appendix 6, Clause 6.2.
If a Product has qualified or been selected for purchase, Introduction Samples, a Technical Goods Certificates and the requested Label Samples
must be submitted free of charge, in the manner set out in Appendix 6, Clauses 6.3 — 6.8.
The checks carried out by Systembolaget on Introduction Samples do not always include checks relating to whether an Introduction Sample conforms to the offer sample provided. Thus, failure by Systembolaget, after checking the Introduction Sample, to notify the Supplier that the Introduction Sample does not conform to the offer sample provided shall not mean that Systembolaget has accepted the Introduction
Sample, or that Systembolaget, therefore, waives its right to claim that the Item in question does not confirm to the offer sample provided, at a later
date.
The Introduction Samples provided shall comply with the submitted offer, Order Confirmation and Technical Goods Certificate as concerns alcohol
content and other details regarding the Item. Systembolaget may charge a fee in the sum of SEK three thousand (3,000.00) in respect of each and
every Introduction Sample that does not comply with the documents set out above in this Clause (this fee represents the standardised cost of
Systembolaget’s sampling).
PURCHASE ORDERS
If Systembolaget decides to purchase a Product it will send the Supplier a Purchase Order for confirmation (Order Confirmation) in accordance with
the conditions further set out in Appendix 5. The Order Confirmation incorporates the purchase of the Product into the Agreement between
Systembolaget and the Supplier.
Order Confirmations and Technical Goods Certificates must be received by Systembolaget completely and correctly filled out in the manner and within
the time set out in Appendix 5, Clause 5.1.3. Furthermore, Systembolaget must have received Label Samples and Introduction Samples in the manner
and within the time stipulated in Appendix 6. Systembolaget is bound by the Order Confirmation, provided that the Supplier has submitted the
documents and samples in the manner stipulated above and that they do not deviate from any of the stipulated conditions in any other material respects.
Prior to returning its first Order Confirmation to Systembolaget the Supplier must notify Systembolaget as to how distribution of the goods has been
arranged.
The Supplier undertakes to communicate this information no later than ten (10) weeks before the Agreed Launch Day. The Supplier must also
inform Systembolaget's finance department regarding what invoicing procedure it would like to use. Invoicing procedures are set out in Appendix 13.
As concerns launches in the Set Range and the Temporary Range – Season (“TSS”), Systembolaget must, no later than six weeks before the Agreed
Launch Day, provide the Supplier with an estimate of the volume of the first order of the Item prior to the Agreed Launch Day.
PURCHASE AND LAUNCH
6.1 Upon launch the Item is allotted a place Systembolaget’s Range and in Systembolaget’s Shops as specified in Appendix 4, Appendix 7, and – where relevant – in the request for tender and/or the applicable Launch Plan. In the event of any discrepancies between the request for tender and the
Launch Plan, the request for tender shall take precedence.
6.2 In the event that a purchased Item is not available for Suborder, at the latest
fifteen (15) Working Days before the Agreed Launch Day, Systembolaget has the right to fine the Supplier SEK fifteen thousand (15,000), in relation
to an Item in the Temporary Range, and SEK thirty thousand (30,000), in relation to an Item in the Set Range, or any lower amount that
Systembolaget considers reasonable for every full week the delay lasts. However, the fine shall never exceed a total of SEK thirty thousand
(30,000) in relation to an Item in the Temporary Range, or SEK sixty thousand (60,000), in relation to an Item in the Set Range.
6.3 In addition to what is stated in Clause 6.2 above, Systembolaget always retains the right to full compensation for the loss and damage - direct as well
as indirect - that it suffers as a result of a Item not being delivered on time in accordance with Clause 6.2 above. Compensation for indirect loss and
damage is only payable if there is negligence on the part of the Supplier. In the event that a fine has been paid the sum of the fine shall be deducted
from any compensation for loss and damage. Compensation in accordance with this Clause must never exceed a total of five (5) basic units calculated
in accordance with Chapter 2, Section 7 of the Swedish Social Insurance Code (2010:110). Systembolaget’s right to full compensation for loss and
damage under this Clause also applies in respect of Delisting in accordance with Clause 6.4 below.
6.4 In the event that a purchased Item is not available for Suborder, at the latest one (1) week after the Agreed Launch Day, Systembolaget is entitled to
cancel the purchase by a written message to the Supplier. In such event the item shall be Delisted from Systembolaget’s Range immediately.
6.5 The Supplier is liable for loss and damage caused by subcontractors and distributors. The limitations set out in Clauses 6.2 and 6.3 above apply.
DELIVERY TO SYSTEMBOLAGET SHOPS
7.1 Delivery is made after a Suborder or Specific Order has been made by a Systembolaget Shop. Delivery must be made DDP (Incoterms 2010)
(Delivered Duty Paid) at the Agreed Time of Delivery to the address specified by Systembolaget in accordance with Clause 7.3 below and Appendix 3.
7.2 If the Supplier finds that it cannot deliver a Subordered or Specific Ordered Item at the Agreed Time of Delivery the Supplier must notify
Systembolaget as soon as possible about the delay and also state the cause of the delay and the new time of delivery. The notification from the Supplier
does not however relieve the Supplier from its duty to deliver at the Agreed Time of Delivery or to compensate Systembolaget for losses and damages in
accordance with Clause 7.7 below. Furthermore, such notification does not mean that Systembolaget loses its right to termination in accordance with
Clause 7.6.
7.3 Systembolaget does not bear the risk and is not liable for a Subordered or
Specific Ordered Item delivered by the Supplier to Systembolaget prior to
the Agreed Time of Delivery. The Supplier bears the risk and cost of
unloading of the Item.
7.4 Systembolaget is entitled to return, at the Supplier's expense, an Item delivered by the Supplier in excess of the Subordered or Specific Ordered
quantity.
7.5 If Systembolaget does not have the ability to take delivery of a Subordered or Specific Ordered Item at the Agreed Time of Delivery, it is obliged
without delay, and at the latest within ten (10) Working Days before the Agreed Time of Delivery, to notify the Supplier in writing of this.
Systembolaget shall state the cause of the delay and, if possible, suggest a new time when it anticipates that it can take delivery. In the event
Systembolaget submits a notification regarding a delay, later than ten (10) Working Days before the Agreed Time of Delivery, Systembolaget is not
released from its liability to pay damages to the Supplier in accordance with Clause 7.7 below.
7.6 If the Supplier does not fulfil its obligation to deliver on the Agreed Time of Delivery, Systembolaget may cancel the purchase, provided that the delay is
material. If, as a result of the delay, the purpose for buying the relevant Item is failed, then Systembolaget may also Delist that Item from its Range.
7.7 Each party always has the right to full compensation for the loss and damage – direct as well as indirect – that it suffers due to the other party
not fulfilling its obligations according to Clauses 7.1 and 7.5 respectively. Compensation for indirect loss and damage is only payable to a party if
there is negligence on the part of the other party. 7.8 Systembolaget is entitled to make Commercial Returns in accordance with
Appendix 8.
SYSTEMBOLAGET'S RANGE
8.1 A description of the division of Systembolaget’s Ranges and its provision of Private Imports is provided in Appendix 4.
8.2 Items purchased for the Set Range and the Temporary Range are stocked in Systembolaget’s Shops in accordance with Appendices 4 and 7.
8.3 Items in the Set Range and the Order Range are subject to Scoring and Ranking in accordance with Appendix 7.
THE SUPPLIER'S WARRANTIES
9.1 The Supplier warrants that:
(i) it is approved as a warehouse proprietor (Sw. upplagshavare) for wholesale trade with alcoholic beverages, or that it has been registered as a consignee (Sw. varumottagare) for such goods according to section 9 or section 12 of the Alcohol Tax Act
(1994:1564) (Sw. lagen (1994:1564) om alkoholskatt);
(ii) holds the appropriate licenses and/or registrations to produce and/or process food and can present these without delay upon request from
Systembolaget;
(iii) it is registered for VAT and holds an “F” Tax Certificat
9.2 The Supplier further warrants that a delivered Item:
(i) in relation to type, quantity in the package, quality, raw materials, content and other characteristics (including but not limited to the available guaranteed quantity) corresponds with the information in the submitted offer (including any appendices such as Guarantee of Supply), Offer Samples, Introduction Samples, Label Samples, Order Confirmation, and Technical Goods Certificate as well as with what is further stipulated in this Agreement;
(ii) was manufactured, stored and transported with the care required by a professional person to maintain consistent high quality of the Item with
special consideration for the Item's microbiological condition;
(iii) was produced, sold, stored, handled, labelled and delivered in accordance with all Acts, Ordinances and regulations in force in Sweden as well as the corresponding legal instruments in force in the Country of Origin and in the European Union, and, as regards raw materials and contents, comply with all the requirements set out in the mentioned Acts, Ordinances, regulations and similar legal instruments, as well as with the submitted Label Samples;
(iv) has a packaging design and an appearance that complies with the requirements in Clauses 14.1 and 14.2 below;
(v) which has a so-called “best before date” stated on the package, has not been delivered to the Systembolaget Shop later than three (3) months
prior to that date1;
(vi) which is a red bag-in-box wine, does not have a filling date older than seven (7) months at the time of delivery to the Systembolaget Shop;
(vii) which is a white or rosé bag-in-box wine, does not have a filling date older than five (5) months at the time of delivery to the Systembolaget Shop.
DEFECTS OR SHORTAGES IN ORDERED ITEMS
If a delivered Item deviates from what the Supplier has warranted accordance with Clause 9.2 above and such deviation has not been caused by Systembolaget or any circumstance for which Systembolaget is responsible, the Item is to be considered a Defective Item.
10.2 Any complaint by Systembolaget regarding Defective Items must be made in writing by fax, e-mail or EDI to the Supplier within the time and in the manner stipulated in Appendix 9.
10.3 In connection with any complaint in accordance with Clause 10.2 above Systembolaget may elect to demand that the Supplier at its cost immediately delivers replacement goods or in the event of a shortage in the agreed quantity, that the Supplier immediately rectifies the shortage.
10.4 All transport due to deliveries of replacement goods or rectification of shortages in accordance with Clause 10.3 above shall be carried out at the Supplier's cost and in accordance with Systembolaget's directions.
10.5 If the Supplier does not fulfil its duty to immediately deliver replacement goods or make a rectification in accordance with Clause 10.3 above, Systembolaget may demand a reduction in price, by written notice to the Supplier. A reduction in price must be calculated so that the difference between the reduced price and the contractual price corresponds with the condition at the time of delivery of the Item; that is to say the difference between the Item's value in a defective state and in a contractual state.
10.6 Systembolaget is entitled to cancel the purchase if the discrepancy prescribed in Clause 9.2 above is material. In such case, Systembolaget is also entitled to Delist the Defective Item from its Range. However, the Item may not be Delisted if the Supplier can show that the defect is limited to a single consignment of the Item.
10.7 Systembolaget is always entitled to claim compensation for all loss and damage - direct as well as indirect - that it suffers due to a delivered Item being defective in the sense stated in Clause 10.1 above. Compensation for indirect loss and damage is only paid if there is negligence on the part of the Supplier or if the Item at the time of purchase deviates from what the Supplier had specifically undertaken in relation to the Item. Systembolaget is also entitled to withhold payment according to Clause 16.1 below.
10.8 Systembolaget is entitled, without liability to pay damages to the Supplier, to decide to discontinue selling and withdraw a delivered Item without prior consultation with the Supplier if the Item according to Systembolaget's assessment causes a risk to life or health or in order to comply with an Act, rule, regulation, judgment or decision of a court or decision, recommendation or something similar from a public authority. Systembolaget must endeavour to consult with the Supplier prior to discontinuing selling an Item. Systembolaget is also entitled to notify its Shops and the public of the risks associated with an Item according to Systembolaget’s own assessment.
10.9 Systembolaget’s decision to stop selling an Item in accordance with Clause 10.8 above shall be revoked immediately if the Supplier according to Systembolaget's assessment demonstrates that the reasons upon which the decision was based no longer exist. The Item must then again be sold in the
range and, where applicable, in the Shops in which it was sold in prior to the decision to discontinue selling the Item.
10.10 If at a later stage it is demonstrated that Systembolaget has taken measures in accordance with Clause 10.8 above without grounds to do so, the Supplier is entitled to compensation for both direct and indirect loss and damage that it suffers as a result of Systembolaget's actions. Compensation for indirect loss and damage is however only payable if there is negligence on the part of Systembolaget.
LABORATORY ANALYSES
11.1 If it has been established or if it can be anticipated that an Item is to be considered a Defective Item in accordance with Clause 10.1 above, Systembolaget may, among other things for the assessment of possible health risks, decide to perform laboratory analyses of the Item in accordance with what is further set out in Appendix 9. In such case, the Supplier shall participate and be responsible for costs in accordance with what is further set out in Appendix 9, Clause 9.1.7
INTELLECTUAL PROPERTY RIGHTS
12.1 The Supplier warrants that the appearance of a delivered Item will not infringe any third party's trademark, copyright, patent or other intellectual property rights or contravene the provisions in marketing legislation as applicable from time to time.
12.2 If a third party directs claims or institutes an action against Systembolaget on the basis that its intellectual property rights have been infringed or that the applicable marketing legislation has been contravened due to the appearance of a delivered Item, the Supplier concerned must immediately be notified of the claim or action. Systembolaget may elect either to plead its own case against the third party and the Supplier must then assist Systembolaget, or to demand that the Supplier, at the Supplier’s own expense, pleads Systembolaget's case against the third party. If Systembolaget chooses to plead its own case against the third party Systembolaget must continuously consult and inform the Supplier concerned regarding the measures Systembolaget intends to take in relation to the presentation of its case.
12.3 The Supplier shall indemnify Systembolaget for all costs and expenses incurred to it due to a claim from a third party in accordance with Clause 12.2 above. The Supplier thereby undertakes, among other things, to be liable for all compensation, damages, fees, and fines that Systembolaget according to any legally binding judgment or settlement agreement becomes liable to pay, unless this is unreasonable in a specific instance. However,where Systembolaget elects to plead its own case against the third party, it shall bear its own litigation costs.
12.4 If a dispute has been brought before a court, arbitration tribunal or any other dispute resolution body in relation to the Supplier's right to a trademark, copyright, patent or other intellectual property right (regardless of whether it is based on ownership or a licence) or whether any breach of the applicable marketing legislation has occurred due to the appearance of a delivered Item and the claim in the dispute is not obviously unfounded (in the sole determination of Systembolaget), Systembolaget may, without any liability to compensate the Supplier or third party, decide immediately to discontinue the sale of the affected Item that are supplied to Systembolaget by the Supplier or any third party retained by the Supplier. The same shall apply if it is obvious that the Supplier has no right in any intellectual property or that a breach of the marketing legislation has occurred due to the appearance of a delivered Item.
12.5 Systembolaget's decision to discontinue selling an Item must be revoked immediately as soon as the Supplier through a legally binding judgment, a legally binding decision or a settlement in writing with the counterparty is found to be entitled to such intellectual property right, or if the parties agree that there has not been a breach of the marketing legislation and that the Consumer Agency/Consumer Ombudsman has confirmed that no breach has occurred. The decision to stop selling an Item must also be revoked immediately if the Supplier in another way according to Systembolaget's assessment demonstrates that it evidently is entitled to the intellectual property rights in question. When the decision to stop selling an Item has been revoked the Item will again be sold in the range and, where relevant, in the Shops it was sold in before the decision was made.
12.6 If at a later stage it is demonstrated that Systembolaget had no cause for measures taken in reliance of this Clause, the Supplier is entitled to compensation for the direct and indirect loss and damage that it has suffered due to the actions of Systembolaget. Compensation for indirect loss and damage is only paid if there is negligence on the part of Systembolaget.
PRICES
13.1 The price offered by the Supplier shall be Systembolaget's fixed purchase price and shall include alcohol tax as well as costs of packaging, labelling and delivery to the relevant delivery address (see Clause 7.1 above). In addition, Appendix 10 applies to the Supplier's prices.
13.2 Systembolaget's retail margin (Sw. handelsmarginal) is strictly neutral in relation to brand names and applies equally to domestic Products and imported Products. The calculation of Systembolaget's pricing is made in accordance with Appendix 10.
13.3 The applicable price for a delivered Item is the price that was applicable the day of the Suborder or Specific Order from a Systembolaget Shop.
PACKAGES
14.1 The Supplier must use packages that conform with requirements set out in Acts, rules and regulations in force in Sweden and the European Union. In this context it must especially be taken into consideration that a package conforms with the provisions in Chapter 7 of the Alcohol Act (2010:1622) (Sw. alkohollagen (2010:1622)) relating to the marketing of alcoholic beverages. In addition, the Supplier must ensure that applicable rules regarding producers’ responsibility for packaging are complied with, for example by joining the Packaging and Newspaper Collection Service (FTI), Swedish Glass Recycling (Svensk Glasåtervinning AB) and/or Returpack AB and by paying applicable packaging fees (Sw. förpackningsavgift).
14.2 A package must protect the beverage and the Beverage Package throughout the whole handling process. In addition, the stipulations in Appendix 11 apply to the packages used by the Supplier.
14.3 When altering the appearance and design of a package, including any alterations of a package that was used previously, the Supplier shall submit Label Samples to Systembolaget. When altering the appearance of a package the rules in Appendix 11 shall apply. Systembolaget’s failure to inform the Supplier after receipt of a Label Sample, that the Label Sample does not comply with Clauses 14.1– 14.2 above shall not constitute an acceptance of the Label Sample or a waiver of Systembolaget’s right to subsequently enforce any contractual remedies.
LIABILITY FOR DAMAGE AND INJURY CAUSED BY A DELIVERED ITEM
15.1 The Supplier is liable, in relation to Systembolaget, for legally based claims for compensation for personal injury and property damage caused by a delivered Item. The Supplier must indemnify Systembolaget for such injury or damage according to Appendix 12. The Supplier is liable to reimburse Systembolaget for any compensation paid. The Supplier's liability in relation to Systembolaget does not include defects in the Item that have been caused by Systembolaget's handling of the Item or that are in another way attributable to Systembolaget.
PAYMENT
16.1 Systembolaget makes payment for a Subordered and delivered Item, as well as a Specific Ordered and delivered Item in accordance with Appendix 13. If a delivered Item is considered to be a Defective Item in accordance with what is set out in Clause 10.1 above, Systembolaget may withhold payment for the Item.
16.2 Each payment occasion can only include Items delivered during one calendar month. Payment is made for Items specified in a schedule. The specification can either be delivered by EDI with the format and content set out in Appendix 14, or on a paper document.
16.3 The number of dates of payment per month is dependent on the transfer of delivery specifications according to Appendix 13.
16.4 Payment in respect of a delivered Item, which is delivered by Private Import in accordance with Appendix 4 and therefore is not part of Systembolaget's Range, will be made thirty (30) days after receipt of invoice. 16.5 If Systembolaget makes Commercial Returns in accordance with Clause 7.8 above, the Supplier is obliged to issue a credit invoice as further set out in Appendix 13, Clause 13.1.
FORCE MAJEURE
17.1 If a party cannot fulfil this Agreement, due to a circumstance beyond its control - such as strike, stroke of lightning, fire, natural catastrophe, confiscation, exchange restrictions, general shortage of transport, restrictions regarding energy, war, mobilization, revolt or riot - that it could not reasonably have expected at the time when the Agreement was entered into and the consequences of which it could not reasonably have avoided or overcome, this is a ground for discharge from liability that results in a postponement of the time of the performance and exemption from fines and other sanctions. If the performance of the Agreement is prevented in a material part for a period longer than six (6) months due to a circumstance stated above a party may, without suffering liability for damages, in writing terminate the Agreement. The Supplier is however always entitled to full compensation for an Item that has already been delivered.
17.2 A ground for discharge from liability may not be relied upon unless a party can show that it has taken all reasonable measures to limit the effects of the relevant impediment and once the impediment is gone, has attempted to make up the time lost. Nor may a ground for discharge from liability be referred to unless the party without delay in writing informs the other party that such an impediment has occurred and also the anticipated effect of the impediment.
MODIFICATIONS AND AMENDMENT
18.1 Systembolaget is entitled, during the period of this Agreement, to make modifications and amendments to the conditions of the Agreement (“Modifications”) according to what is further set out below in this Clause 18. The right to make Modifications is conditional upon the Modification being applied equally to all Suppliers and that it is also based on objectively justified grounds with reference to Systembolaget's dominant position within the market and the obligations resulting thereof.
18.2 A modification that follows in accordance with an Act, rule, regulation, judgment or decision by a court or a decision by a public authority comes into force after the Supplier in writing has been informed hereof and is applicable from the date stated in the notice, but at the earliest two (2) months after the date of the notice unless the abovementioned Act, rule etc. prescribes otherwise. The notice must include a description of the reasons for the Modification.
18.3 A Modification of Appendix 2 - Appendix 16 comes into force after the Supplier has been informed thereof in writing by e-mail or otherwise and apply from the date stated in the notice, although no earlier than three months after the date of the notice. The notice must include a description of the reasons for the Modification. Notwithstanding the above, a Modification of the Technical Appendix and Appendix 14 (Part 2), Clause 14.2.1, second paragraph shall be made in accordance with the conditions set out in Appendix 14.
18.4 Modifications other than the ones referred to in Clauses 18.2 and 18.3 above may only be made by Systembolaget subject to the following procedure being observed:
(i) Systembolaget must in writing by e-mail or otherwise inform the Supplier of the Modification Systembolaget intends to make and state the reasons for the Modification. Systembolaget must grant the Supplier an opportunity within a specified period after the day of the notice, however at the earliest within two weeks, to give its opinion on the coming Modification. Such opinions may be given by a trade association or similar body representing Systembolaget's Suppliers.
(ii) If the Supplier in writing objects to the proposed Modification the representatives for the parties must in good faith attempt to reach a compromise solution. Such discussions must be made with all the Suppliers at the same time and the Supplier may therein be represented by a trade association or similar. The negotiating process, unless something else is agreed, is considered to be completed one (1) month after the last day for receiving the Supplier's opinions according to Clause 18.4 (i) above.
(iii) If any disagreement regarding the Modification remains following the negotiating process described above the dispute must be referred to mediation according to the Rules of the Mediation Institute of the Stockholm Chamber of Commerce. Such mediation must include a joint processing (Sw. gemensam handläggning) of all of the Suppliers' objections to the Modification. In such a procedure the Supplier may be represented by a trade association or similar. Three mediators must be appointed, of which one is appointed by the trade association, one by Systembolaget and one by the Mediation Institute. If there is more than one trade association they must in consultation appoint the mediator. If there is no mutual understanding within ten (10) days after the date of referral, the Mediation Institute will appoint such mediator. The mediator appointed by the Mediation Institute will be the Chairman. The subject of the mediators' assessment is whether or not the Modification fulfils the conditions set out in Clause 18.1, second sentence. The mediation must be concluded within two (2) months after the referral of the dispute to mediation.
(iv) If the Supplier does not in writing object to the proposed Modification within the time period specified in Clause 18.4 (i) above, the Modification shall take effect three (3) months from the date of the written notice stated in Clause 18.4 (i) above. If the parties come to an agreement regarding the Modification, or if the mediation process according to (iii) above has been concluded, terminated or has not begun due to the Supplier's opposition, Systembolaget may (subject to observance of its obligations according to Clause 18.1, second sentence), by notice in writing by e-mail or otherwise to the Supplier, carry out the Modification in question with the alterations that may have been caused by the negotiating process above. Such Modification comes into force as of the date stated in the written notice. Such date must be agreed upon after consultation with the Suppliers and may never fall earlier than three months after the date of the notice.
(v) Each party must bear its own costs of the proceedings above.
18.5 If Systembolaget makes a Modification according to the above that the Supplier does not accept, the Supplier has a right to terminate the Agreement by notice in writing to Systembolaget. The Agreement then ceases to be valid one month after Systembolaget has received the notice for termination.
AGREEMENT PERIOD AND TERMINATION OF THE AGREEMENT
19.1 The General Terms and Conditions for Purchasing are applicable until further notice. An Item that has been Delisted from Systembolaget's Range in accordance with Appendix 4 and Appendix 7 ceases however to be covered by the Agreement as of the stated date.
19.2 A party is entitled to terminate this Agreement, in part in relation to Items or in its entirety with immediate effect if the other party:
(i) in a material way disregards its obligations according to the Agreement and, if a remedy is possible, does not within twenty (20) days after a written notice about it from the counterparty undertake that remedy; or
(ii) is petitioned for bankruptcy, enters into liquidation, is the subject of a company reorganisation, cancels any payment or in any other way can be presumed to be insolvent.
19.3 Appendix 4 and Appendix 7 respectively, include provisions on agreement periods and renewal conditions in relation to the individual purchase agreements that the parties have concluded regarding Items in the Systembolaget’s Range (except TSS Items). The agreement period in relation to the individual purchase agreements that the parties have concluded regarding TSS Items are described in the Order Confirmation for the Item in question.
SUPPLIER CONTACTS
20.1 The parties agree to comply with the policy regarding contacts between Systembolaget's and the Supplier’s employees set out in Appendix 15 (hereinafter referred to as the “Policy”). The parties agree that breaches of the Policy, under the conditions set out below, are to be regarded as a material breach of contract and that a party thereby has a right to terminate the Agreement with immediate effect, in part in relation to Items or in its entirety.
20.2 The parties undertake to inform all Employees regarding the Policy at least once per year. Newly employed Employees shall be informed as soon as possible.
20.3 If one of the parties is informed about an Employee having breached the Policy, the other party must be informed. The party must inform the Employee that the contacts constitute a breach of the Agreement, and might give rise to criminal liability if the breach constitutes a corruption or bribery offence. The party must inform all Employees about the event and remind them to comply with the Agreement, and inform the other party about the measures that have been adopted.
20.4 If one of the parties is informed of a new breach, the party in question must provide the information in accordance with Clause 20.3 above.
20.5 If it has been documented and demonstrated that a party has breached the Policy on at least two (2) occasions, the other party is entitled to terminate the Agreement with immediate effect, in part in relation to Items or in its entirety. The notice of termination must be made in writing.
20.6 If a party is commits one (1) serious breach of the Policy the other party is, regardless of what has been set out above, always entitled to terminate the Agreement with immediate effect, in part in relation to Items or in its entirety.
CODE OF CONDUCT
21.1 The parties undertake to observe the Code of Conduct for social and environmental responsibility attached hereto as Appendix 16, hereinafter referred to as the “CoC”.
21.2 BSCI is the organisation for social responsibility of which Systembolaget is a member and Systembolaget has incorporated BSCI’s code of conduct, the Code. The Supplier shall, in accordance with the provisions of the Code, confirm the Code as described from time to time on the Supplier Portal. The Supplier shall also, either via BSCI’s database or by other equivalent means, document the site where the Item which the Supplier delivers to Systembolaget is manufactured, i.e. the site where the agricultural raw material is converted into products such as beer, wine or spirits.
21.3 The parties agree that the CoC includes the production and administration of agricultural raw materials used in the production of the Items delivered by the Supplier to Systembolaget.
21.4 In addition to anything set out in the CoC, where the Supplier becomes aware that the Supplier itself, or another party under the Supplier’s control, has or is likely to deviate from the CoC, the Supplier shall immediately notify Systembolaget in writing.
21.5 Audits Systembolaget always has the right to initiate an audit. Systembolaget shall bear the costs of announced or unannounced visits and audits initiated by Systembolaget. If an audit that was initiated by Systembolaget shows, or it becomes evident for another reason, that the Supplier or another party in the beverage supply chain of the Supplier, does not fulfil the requirements set out in the CoC, the Supplier shall bear the costs of any audits necessary to ensure that the potential defects that have been discovered have been remedied and that the Items delivered by the Supplier to Systembolaget comply with the requirements of the CoC. If an audit reveals that the Supplier, or an entity for which the Supplier is responsible, does not fulfil the requirements of the CoC, the Supplier shall forthwith take the remedial measures prescribed by the audit organisation that identified the breach. The time by which the Supplier, or the entity for which the Supplier is responsible, at the latest shall have implemented the remedial measures in full, shall be agreed between the Supplier, the entity for which the Supplier is responsible, and the audit organisation in accordance with the timeframes set out in the CoC.
21.6 Deviation from the CoC If a party fails to fulfil its obligations under the CoC, the other party is entitled to take the measures specified in the applicable regulations entitled “Terms of Implementation for Business Partners”, as well as “Terms of Implementation for Business Partners to Be Involved in the BSCI monitoring process” in the event that the Supplier is also the manufacturer of the Item.
To provide clarity in what applies in the event of a deviation from the CoC, the parties agree that what is stated in the Terms of Implementation documentation (as set out above) shall be interpreted as follows: If a Supplier or an entity for which the Supplier is responsible (e.g. a subcontractor) does not fulfil the requirements of the CoC, and the parties are unable, within a reasonable time, to agree, and the Supplier implement, an acceptable solution, Systembolaget has the right to immediately terminate such agreements with the Supplier that have any association with the breach, postpone any future agreements and/or terminate its business relationship with the Supplier.
In the event that Systembolaget has the right to terminate a purchase agreement with a Supplier on the basis of a breach of the CoC and the breach was committed by someone other than the Supplier (e.g. a manufacturer or another party in the beverage supply chain for which the Supplier is responsible), Systembolaget has the right to terminate agreements with this Supplier, limited to the purchase agreements that are affected by the breach.
If Systembolaget has previously terminated its partnership with a Supplier because the Supplier has failed to comply with the CoC, and it later transpires that the Supplier can fulfil the CoC in full, in principle there is nothing to prevent a resumption of the business relationship.
ASSIGNMENT
22.1 The Agreement may not in any part be assigned by the Supplier without Systembolaget's prior consent in writing. Such consent must however not be unreasonably withheld by Systembolaget.
DISPUTES AND APPLICABLE LAW
23.1 This Agreement shall be governed by Swedish law.
23.2 Any dispute arising under this Agreement shall be finally settled by the Swedish general courts