Köprätt 3

Introduction to the Final Resolution in Purchase Law

Overview of the Session

• The session is led by Ludwig Tarna, a business lawyer at Rostlägg AB, focusing on the final resolution within purchase law.

• Previous discussions included seller's delays and risk transfer during transactions. The current focus will be on delivery terms.

Flexibility in Purchase Agreements

Key Concepts of Risk Transfer

• New regulations allow partners to agree on terms as they see fit, including when risk transfers occur. This flexibility can lead to specific arrangements like GPS coordinates for risk transfer upon delivery.

Types of Delivery Terms

Common Delivery Terms Explained

• Three common types of delivery terms are discussed:

• Free Seller: Risk transfers at the seller's responsibility.

• Free Buyer: Risk transfers once goods are delivered to the buyer or their designated transporter.

• Free Buyer’s Place: Similar to free buyer but with specific conditions regarding location and responsibility.

Understanding Damages Related to Delays

Damage Compensation Insights

• Discussion on damages due to delays focuses on how compensation applies similarly regardless of whether it involves finished goods or not. If a seller breaches contract obligations, buyers are entitled to compensation under Swedish law.

Limitations of Damage Claims in Swedish Law

Specificity in Damage Claims

• In Swedish law, damage claims must demonstrate actual harm rather than general compensation; this is governed by specific provisions within purchase agreements rather than general tort laws.

Conditions for Claiming Damages

Legal Framework for Damages

• Under Section 27 of the Purchase Act, buyers have rights related to damages caused by delays, while Section 40 outlines that damages must be demonstrable and linked directly to losses incurred from non-compliance with contractual obligations.

Control Responsibility in Deliveries

Concept of Control Responsibility

• Control responsibility implies that if delays arise from factors outside a seller's control (e.g., natural disasters), sellers may not be liable for damages incurred due to such events. This concept becomes particularly relevant during unpredictable situations like pandemics.

Examples of External Factors Affecting Liability

Identifying External Factors

• Examples include war, import bans, and natural disasters which absolve sellers from liability if they could not foresee or prevent these issues affecting deliveries. Discussions highlight complexities arising from unforeseen circumstances impacting contractual obligations during crises like pandemics.

Direct vs Indirect Losses

Distinction Between Loss Types

• The discussion differentiates between direct losses (e.g., costs associated with replacement items due to delayed deliveries) and indirect losses (e.g., lost revenue). Direct losses are easier to claim compared to indirect ones which require proof of negligence or intentional misconduct by the seller.

Claiming Indirect Losses

Challenges in Proving Indirect Losses

Understanding Buyer Obligations in Sales Contracts

Overview of Buyer Responsibilities

• The discussion begins with the emphasis on buyer obligations, highlighting that both buyers and sellers have responsibilities in a sales contract. It is crucial to understand the buyer's duty to fulfill their part of the agreement.

• A key point made is that if no price is specified in the contract, it defaults to a reasonable price based on market conditions. However, typically, a specific price is established for transactions.

• Buyers are bound to pay the price indicated on invoices or bills unless otherwise agreed upon. Payment should occur when requested by the seller as per section 48 of the sales law.

Payment and Delivery Principles

• The principle of simultaneous performance dictates that payment and delivery must occur concurrently. Buyers must also assist in facilitating this process by being available to receive goods as outlined in section 50.

• An example illustrates that if a buyer orders goods, they must ensure they are present for delivery; simply ordering without follow-up does not suffice.

Consequences of Non-Payment

• If buyers fail to make payments or meet other obligations, sellers can invoke legal rights under section 51 of the sales law, which allows them to demand payment or enforce contractual terms.

• The obligation for timely payment lies with buyers; failure to comply may lead sellers to take action based on breach of contract principles.

Conditions for Contract Termination

• Sellers can only rescind contracts if certain conditions are met regarding non-compliance from buyers. This includes situations where goods have been delivered but not paid for due to buyer negligence.

• Buyers must be aware that any significant breach could allow sellers to terminate agreements if such breaches impact essential contractual elements.

Warranty and Guarantee Insights

• Guarantees provided by sellers can extend beyond standard warranty periods, potentially covering various aspects related to product quality and performance over time.

• Specific guarantees might cover particular components (e.g., parts of a vehicle), while general warranties could encompass broader protections against defects or failures.

Legal Implications of Product Condition

• If products do not meet expected standards at purchase (e.g., condition worse than anticipated), buyers cannot claim against sellers unless there was misrepresentation about product quality during sale negotiations.

• Sellers may limit liability through disclaimers within contracts; however, total waivers may raise legal concerns regarding fairness and consumer protection laws.