TERMS AND CONDITIONS NON-EU COMMERCIAL BUYERS - TCEX12608

TCEX12608

TERMS AND CONDITIONS

NON-EU COMMERCIAL BUYERS (INCLUDING UNITED STATES & CANADA)

These Terms and Conditions apply to all purchases made by buyers located outside the European Union, including but not limited to the United States and Canada.

By placing an order with Millway AB, the Buyer expressly agrees to these Terms.

1. Commercial Transaction Only

Buyer represents and warrants that:

  • The purchase is made in a commercial or professional capacity.
  • Buyer is not acting as a consumer.
  • Buyer is purchasing for business, motorsport, competition, or professional use.

No consumer protection laws shall apply to this transaction to the fullest extent permitted by applicable law.

2. Motorsport and Off-Road Use

Unless explicitly stated otherwise in writing, all products are intended strictly for off-road motorsport and competition use.

Products may:

  • Not comply with U.S. DOT regulations
  • Not comply with Transport Canada regulations
  • Not be approved for public road use

Buyer is solely responsible for ensuring compliance with all local, state, provincial, and federal laws.

3. International Commercial Export

Millway AB is a Swedish company operating exclusively from Sweden.

The parties agree that:

  • The transaction constitutes an international commercial export from Sweden.
  • The sale is concluded in Sweden.
  • Title and risk transfer to Buyer in Sweden upon delivery to the carrier.
  • Buyer acts as importer of record.
  • Buyer is solely responsible for customs clearance, duties, taxes, and regulatory compliance in the destination country.

Any purchase from the United States or Canada is initiated independently by the Buyer.

Millway AB does not maintain offices, warehouses, employees, or representatives in the United States or Canada.

4. Payment

Full payment is required prior to shipment unless otherwise agreed in writing.

All payments are final.

5. Shipping and Risk Transfer

Risk of loss transfers to Buyer when the goods are handed over to the carrier in Sweden.

Delivery times are estimates only and not guarantees.

6. Disclaimer of Warranties

To the fullest extent permitted by applicable law, products are sold:

“AS IS”
“WITH ALL FAULTS”

Millway AB disclaims all express and implied warranties, including but not limited to:

  • Merchantability
  • Fitness for a particular purpose
  • Road legality
  • Regulatory compliance in Buyer’s jurisdiction

No oral or written statement shall create any warranty not expressly stated in writing by Millway AB.

7. Assumption of Risk

Buyer acknowledges that high-performance and motorsport components involve inherent risks, including but not limited to:

  • Mechanical failure
  • Altered vehicle dynamics
  • Loss of vehicle control
  • Property damage
  • Serious personal injury or death

Buyer voluntarily and knowingly assumes all risks associated with purchase, installation, and use of the products.

8. Professional Installation Requirement

Products must be installed by qualified and experienced motorsport or automotive professionals.

Improper installation increases risk of failure and voids any applicable warranty.

Buyer is solely responsible for proper installation, inspection, and maintenance.

9. Indemnification

Buyer agrees to indemnify, defend, and hold harmless Millway AB, its directors, officers, employees, and affiliates from and against any claims, liabilities, damages, losses, or expenses arising out of or relating to:

  • Installation
  • Use or misuse
  • Modification
  • Resale
  • Motorsport participation
  • Third-party claims

This obligation survives delivery and use of the product.

10. Mandatory Arbitration and Jury Waiver

To the fullest extent permitted by applicable law, any dispute, claim, or controversy arising out of or relating to:

  • The product
  • Installation
  • Performance
  • Alleged defect
  • Personal injury
  • Property damage
  • Death

Shall be resolved exclusively by final and binding arbitration in Stockholm, Sweden, under the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

The arbitration shall be conducted in English.

The parties agree that arbitration shall be the exclusive dispute resolution mechanism to the fullest extent permitted by applicable law.

Buyer expressly waives any right to trial by jury.

11. Class Action Waiver

Buyer agrees that any claim shall be brought solely in an individual capacity.

No class actions, consolidated actions, or representative proceedings shall be permitted to the fullest extent permitted by applicable law.

12. Limitation of Liability

To the fullest extent permitted by applicable law:

Millway AB’s total aggregate liability arising out of or relating to any product shall not exceed the actual amount paid for the specific product giving rise to the claim.

This limitation applies regardless of legal theory, whether based in contract, tort, negligence, strict liability, or otherwise.

13. Exclusion of Certain Damages

To the fullest extent permitted by applicable law, Millway AB shall not be liable for:

  • Indirect damages
  • Incidental damages
  • Consequential damages
  • Loss of profits
  • Loss of business
  • Loss of use
  • Punitive damages
  • Exemplary damages
  • Treble damages
  • Statutory multipliers

If any portion of this limitation is deemed unenforceable, the remaining provisions shall remain in full force and effect.

14. Force Majeure

Millway AB shall not be liable for delays or failure to perform caused by events beyond reasonable control, including but not limited to natural disasters, supply chain disruption, war, governmental actions, strikes, or transportation interruptions.

15. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Sweden, without regard to conflict of law principles.

TCEX12608