1. Introduction and Acceptance of Terms

These General Terms and Conditions ("Terms") govern all business-to-business sales of products by Corlin Eyewear AB ("Supplier" or "Corlin") to its business customers, including retailers, resellers and distributors ("Customer"), unless otherwise expressly agreed in a separate written agreement.

 

These Terms apply to orders placed through the Supplier's B2B portal, by email, through authorized sales representatives, or through any other ordering method.

By placing an order through the B2B portal and actively accepting these Terms, or by confirming an order through email or other written communication after having been provided with these Terms, the Customer agrees to be bound by them. Payment of an invoice may also constitute acceptance of these Terms where the Terms were provided before or at the time the contract was concluded and the payment constitutes acceptance of the order. Any purchasing terms or conditions proposed by the Customer are expressly rejected unless specifically accepted in writing by an authorized representative of Corlin Eyewear AB. In the event of a conflict between these Terms and a separately executed written agreement between the parties, the separate agreement shall prevail to the extent of the conflict.

 

2. Customer Eligibility

The Customer must be a legally registered business entity or an individual lawfully conducting business activities.

The Customer is responsible for providing accurate company details, billing and delivery addresses, tax identification numbers and other information reasonably required to process orders. The Customer shall comply with all applicable laws and regulations in connection with the purchase, marketing and resale of the Supplier's products.

3. Authorization, Territory and Non-Exclusivity

The Customer is authorized to resell genuine Corlin Eyewear products in accordance with applicable laws and these Terms.

Unless expressly agreed otherwise in writing, no exclusive distribution rights, territorial exclusivity or exclusive customer rights are granted.

The Supplier reserves the right to appoint additional resellers, distributors and agents and to sell directly within any market, subject to any separately agreed contractual commitments. Any territorial or customer restrictions shall apply only where expressly agreed in writing and permitted under applicable competition laws.

The Customer acts as an independent business and has no authority to represent, legally bind or enter into agreements on behalf of Corlin Eyewear AB without prior written authorization.

4. Products, Specifications and Prices

These Terms apply to all products supplied under the Corlin Eyewear brand, including sunglasses, optical frames, blue-light glasses, ski goggles, accessories and other related products. All prices are quoted in the currency specified in the applicable price list, quotation or order confirmation, excluding VAT, applicable taxes, customs duties and shipping costs unless otherwise expressly stated. The Supplier reserves the right to modify product specifications, collections, prices and availability without prior notice. Such changes shall not affect orders already confirmed by the Supplier unless otherwise agreed with the Customer. Any recommended retail prices communicated by the Supplier are non-binding. The Customer remains free to determine its own resale prices. Product images, descriptions and specifications are provided for general information. Minor variations that do not materially affect the product's function or quality may occur.

5. Orders and Order Confirmation

Orders may be placed through the Supplier's designated B2B portal, by email, through an order sheet, or through an authorized contact person or sales representative.

Minimum order quantities or values shall be specified in the applicable wholesale price list, ordering platform or quotation.

All orders are subject to availability and acceptance by the Supplier. An order becomes binding upon written acceptance or issuance of an Order Confirmation by the Supplier, unless otherwise expressly agreed. The Supplier reserves the right to reject orders before acceptance, including in cases of insufficient stock, credit concerns, incorrect pricing or incomplete customer information. Once an order has been confirmed, cancellation or modification requires the Supplier's written approval.

These Terms and Conditions may be provided or referenced through quotations, order sheets, order confirmations, invoices, email correspondence or other commercial documents. Where these Terms and Conditions have been communicated to and accepted by the Customer before or at the time of contract formation, they shall form part of the agreement. Payment of an invoice may constitute evidence of acceptance where permitted by applicable law.

6. Payment and Credit Terms

Payment terms shall be specified in the applicable Order Confirmation or invoice. The Supplier may require partial or full prepayment at its discretion. Where credit terms are granted, payment is normally due within 30 days from the invoice date, unless otherwise agreed in writing.  For orders requiring prepayment, the Supplier is not obligated to dispatch the products until all payments required prior to shipment have been received. In the event of late payment, interest shall accrue at the applicable statutory rate under the Swedish Interest Act (räntelagen), together with any legally recoverable reminder, collection and recovery costs. If the Customer fails to make payment when due, the Supplier may, to the extent permitted by law, suspend further deliveries, withhold acceptance of new orders, require advance payment or cancel unfulfilled orders following any legally required notice. The Customer shall not withhold payment of undisputed amounts due to claims or disputes relating to other orders.

The Customer is responsible for any bank charges, currency conversion costs and similar fees imposed by its own bank.

7. Delivery, Shipping and Risk

Delivery terms, estimated delivery dates and shipping charges shall be specified in the applicable Order Confirmation or invoice. All delivery dates are estimates unless expressly guaranteed in writing by the Supplier. The Supplier shall not be liable for delays beyond its reasonable control, subject to applicable mandatory law. Unless otherwise agreed in writing, deliveries shall be made under DAP (Delivered at Place), Incoterms® 2020, to the agreed delivery address. For deliveries outside the EU, the Customer is responsible for import clearance, customs duties, import taxes, VAT and any other applicable import charges, unless otherwise expressly agreed in writing.

8. Retention of Title

To the extent permitted by applicable law, ownership of the products shall remain with the Supplier until full payment of the relevant invoice has been received.

The validity and enforceability of any retention of title shall be subject to the mandatory laws of the relevant jurisdiction.

Until full payment has been received, the Customer shall take reasonable care of the products and shall not pledge them or otherwise create security interests over them.

Any rights of resale before full payment must be separately authorized by the Supplier where required for the enforceability of a retention of title arrangement.

9. Inspection, Claims and Returns

The Customer shall inspect all deliveries within a reasonable time following receipt. Visible transport damage, missing products or incorrect deliveries should be reported to the Supplier in writing within five working days of receipt, together with relevant documentation and photographs where reasonably available. Any hidden defect must be reported in writing without undue delay after discovery. Failure to report a visible issue within the stated period does not affect rights that cannot lawfully be excluded. Returns require prior written authorization from the Supplier, except where mandatory law provides otherwise. The Supplier shall have a reasonable opportunity to inspect and assess any reported defect before a return, replacement or credit is approved. Where a product is confirmed to be defective or incorrectly supplied, the Supplier may, subject to applicable law, remedy the defect, replace the product, offer an appropriate price reduction or issue a credit. Unsold inventory, discontinued products or products that the Customer no longer wishes to sell cannot be returned without the Supplier's prior written agreement.

10. Product Warranty

Corlin Eyewear is committed to providing high-quality products and offers a 12-month warranty covering manufacturing defects, starting from the date of delivery to the Customer. The warranty covers defects in materials and workmanship under normal use. It does not cover normal wear and tear, accidental damage, misuse, improper storage or unauthorized modifications. In the event of a valid warranty claim, the Supplier will offer a replacement, repair or credit, depending on the nature of the issue and product availability. The Customer is encouraged to contact the Supplier with any warranty concerns, including relevant details and photographs, so that the matter can be resolved as smoothly as possible.

This warranty does not affect any rights or remedies that cannot lawfully be excluded.

11. Marketing, Branding and Presentation

The Customer agrees to market and present Corlin Eyewear products in a professional manner consistent with the Supplier's brand identity and any reasonable branding guidelines provided. The Supplier grants the Customer a limited, non-exclusive, non-transferable and revocable permission to use approved trademarks, product images and marketing materials solely for the legitimate promotion and resale of genuine Corlin Eyewear products.

The Customer shall not materially modify the Supplier's logos, trademarks or official marketing materials without prior written approval.

The Customer shall not make misleading claims concerning the Supplier, its products, product certifications, warranties or commercial relationship.

Any use of the Supplier's name or trademarks suggesting an official agency, exclusive distributorship or corporate affiliation requires prior written authorization.

12. Intellectual Property and Brand Protection

All intellectual property rights relating to Corlin Eyewear products, including trademarks, logos, product designs, photographs, marketing materials and trade names, remain the property of the Supplier or its respective licensors. The Customer shall not register, apply to register or claim ownership of any trademark, trade name, logo, design, domain name, social media account or other intellectual property identical or confusingly similar to that of Corlin Eyewear AB without the Supplier's prior written authorization. The Customer shall not knowingly challenge or assist third parties in challenging the Supplier's intellectual property rights, except where such restrictions are prohibited by applicable law. The Customer shall promptly notify the Supplier of any suspected counterfeit products, unauthorized registrations or infringements of which it becomes aware. Nothing in these Terms transfers ownership of any intellectual property rights to the Customer.

13. Confidentiality

The Customer agrees to keep confidential all non-public commercial information received from the Supplier, including wholesale prices, discounts, business plans, product development information, sales strategies and other proprietary information.

Confidential information may only be used for purposes directly related to the commercial relationship between the parties.

The confidentiality obligation shall not apply to information that is publicly available, lawfully obtained from another source without confidentiality restrictions, independently developed, or required to be disclosed by law or competent authority.

These confidentiality obligations shall survive termination of the commercial relationship for three years, and for trade secrets for as long as they remain legally protected as trade secrets.

14. Limitation of Liability

To the maximum extent permitted by applicable law, the Supplier shall not be liable for indirect or consequential losses, including loss of profit, lost revenue, lost business opportunities, loss of goodwill or reputational damage arising from any order or the commercial relationship.

The Supplier's aggregate contractual liability arising from any individual order shall not exceed the net amount paid or payable for the products under that specific order.

Nothing in these Terms shall exclude or limit any liability that cannot lawfully be excluded or limited, including liability for fraud, wilful misconduct or mandatory product liability. The Customer shall remain responsible for its own business operations, resale activities, customer relationships and compliance with applicable local laws.

15. Product Compliance and Safety

The Supplier shall comply with its mandatory legal obligations relating to product safety and conformity under applicable EU legislation.

For sales outside the EU, the Customer is responsible for verifying applicable local import, labeling, registration and resale requirements before placing an order.

The Supplier makes no representation or warranty regarding compliance with country-specific requirements outside the EU unless expressly confirmed in writing.

Each party remains responsible for its own obligations under applicable mandatory laws. Both parties shall cooperate as reasonably necessary in relation to product safety incidents, corrective actions and recalls.

16. Force Majeure

Neither party shall be liable for delays or failures in performance caused by extraordinary events beyond its reasonable control, including natural disasters, war, government restrictions, widespread transportation disruptions or other events that could not reasonably have been prevented or overcome.

The affected party shall notify the other party without undue delay and take reasonable steps to mitigate the consequences.

Payment obligations already due for products delivered shall not be excused by force majeure.

If a force majeure event continues for more than 60 days and materially prevents performance, either party may terminate the affected and unfulfilled portion of the order by written notice, without liability for the non-performance caused by that event.

17. Suspension and Termination

The Supplier may suspend or terminate the commercial relationship or affected orders in the event of a material breach of these Terms. The Supplier may terminate immediately where reasonably justified by serious breaches, including fraud, significant intellectual property infringement, serious regulatory violations or circumstances presenting an immediate product safety risk, subject to applicable law. Termination shall not affect accrued payment obligations or other provisions intended to survive termination.

18. Changes to Terms and Conditions

The Supplier reserves the right to update these Terms from time to time.

Any updated Terms shall apply to future orders once they have been made available to and accepted by the Customer or otherwise validly incorporated into the relevant agreement. Orders already accepted by the Supplier shall remain subject to the version of the Terms applicable at the time of contract formation, unless both parties agree otherwise in writing. The Supplier may communicate material updates by email, through the B2B portal or by other appropriate written means.

19. Governing Law, Jurisdiction and Precedence

These Terms and Conditions and all orders governed by them shall be governed by and construed in accordance with Swedish law, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute arising out of or in connection with these Terms or any order governed by them shall be subject to the exclusive jurisdiction of the District Court of Stockholm (Stockholms tingsrätt), Sweden, as the court of first instance. The parties shall first attempt to resolve any dispute amicably through good-faith negotiations. This shall not prevent either party from taking legal action when necessary to protect its rights.

These Terms shall take precedence over any general purchasing conditions proposed by the Customer unless expressly accepted in writing by an authorized representative of the Supplier. Where a separately executed written agreement between the parties contains conflicting provisions, that agreement shall prevail to the extent of the conflict.

20. General Provisions

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in effect to the extent permitted by law.

Failure by the Supplier to enforce any provision shall not constitute a waiver of its right to enforce that provision in the future.

Any waiver or amendment relating to a specific order must be expressly confirmed in writing by an authorized representative of the Supplier.

The Customer may not assign its contractual rights or obligations to another party without the Supplier's prior written consent, except where prohibited by mandatory law.

These Terms, together with the applicable Order Confirmation and any separately executed written agreement, constitute the contractual framework governing the relevant order.

GENERAL INFORMATION

Corlin Eyewear AB
5591120265

VAT: SE55911202601

Postal Address: Box 5206, 102 45 Stockholm, Sweden

Last updated: 5 November 2026