Commercial Partner Terms

Submitting a dealer or distributor application does not automatically create an authorised Partner relationship.

Green Plank may review, approve or decline applications at its discretion and may request additional information regarding the applicant's:

• company and ownership;
• sales channels;
• geographical market;
• customer groups;
• stores or branches;
• financial standing;
• technical competence;
• market experience; and
• intended cooperation model.

Partner status begins only when Green Plank confirms the appointment in writing, activates an approved Partner account, enters into a separate agreement, or otherwise expressly confirms the commercial relationship.

Approval may be granted as, for example:

Dealer, Reseller, Distributor, Merchant, Online Reseller, Project Partner or Building-Supply Partner.

Unless expressly agreed otherwise in writing, every appointment is non-exclusive.

The Partner purchases and resells Green Plank products as an independent business and on its own account and risk.

Nothing in the relationship creates a:

• commercial agency;
• franchise;
• employment relationship;
• partnership;
• joint venture; or
• authority to bind Compocentra AB.

The Partner may not make commitments, warranties, representations or contractual promises on behalf of Green Plank unless expressly authorised in writing.

Where a Partner is part of a building-supply chain, purchasing group, franchise network or multi-branch organisation, a central framework agreement entered into with Green Plank shall take precedence over these Partner Terms where the documents conflict.

Registration or approval of one store, branch or legal entity does not automatically appoint every member or branch of the organisation.

Individual stores or members may order only within the authority and commercial arrangements applicable to them.

Partner purchase prices are determined by the applicable:

• Partner price list;
• quotation;
• framework agreement;
• campaign;
• project quotation; or
• Order Confirmation.

Unless expressly stated otherwise, prices exclude VAT, freight, unloading, duties and other applicable charges.

Green Plank may revise prices applicable to future orders due to changes in raw materials, energy, freight, currency, production costs or market conditions.

Price changes do not retrospectively alter orders already confirmed by Green Plank unless expressly agreed.

Special project prices, campaign prices and customer-specific quotations apply only to the project, quantities and validity period stated.

They may not automatically be transferred to other projects or customers.

The Partner is an independent reseller and determines its own resale prices, discounts and commercial conditions.

Green Plank may provide recommended retail prices, indicative market prices or maximum recommended prices for guidance, but such recommendations are non-binding.

The Partner is free to sell below or above a recommended retail price.

Nothing in these Partner Terms shall require a Partner to maintain fixed or minimum resale prices or minimum advertised prices.

All orders are subject to Green Plank's General Terms & Conditions of Sale and become binding once accepted or confirmed by Green Plank.

Purchase orders are subject to:

• product availability;
• applicable minimum quantities;
• packaging quantities;
• credit approval;
• agreed payment terms;
• production capacity; and
• written Order Confirmation.

Forecasts, expected volumes and sales estimates are for planning purposes only unless expressly made binding in a signed agreement.

Made-to-order, special-colour, special-length, project-specific and customer-specific products cannot be cancelled once production, procurement or customer-specific preparation has commenced without Green Plank's written approval.

Payment terms are stated in the relevant quotation, Partner agreement or invoice.

Green Plank may establish and revise credit limits based on reasonable credit assessment.

Green Plank may require:

• advance payment;
• deposit;
• payment before dispatch;
• reduced credit exposure; or
• other reasonable security

where payment history or financial circumstances justify it.

Overdue payment may result in suspension of deliveries, credit facilities and Partner benefits.

Unless separately agreed in writing, appointment as a Partner does not create a mandatory minimum annual purchase commitment.

Specific distributors or strategic Partners may agree separate:

• annual targets;
• stocking requirements;
• display requirements;
• launch quantities;
• market-development plans; or
• performance objectives.

Achievement of agreed targets may be a condition for continued exclusivity, special rebates, marketing support or other Partner benefits where expressly agreed.

Green Plank may request reasonable information concerning historical sales, current stock and expected demand for supply and production planning.

Neither party is required to disclose competitively sensitive information unrelated to the legitimate operation of the distribution relationship.

Unless a separate written agreement expressly provides otherwise:

• no territory is exclusive;
• no customer group is reserved exclusively to the Partner;
• Green Plank may appoint additional Partners;
• Green Plank may supply projects, customers or organisations directly; and
• the Partner receives no guaranteed geographical protection.

Any exclusive or selective distribution arrangement must be expressly agreed in writing and shall be interpreted in accordance with applicable competition law.

Partners may market and sell genuine Green Plank products through professional online channels, subject to reasonable Green Plank brand and product-presentation standards.

Online product presentations must:

• accurately identify the Green Plank product;
• use current technical information;
• accurately describe dimensions, colours and specifications;
• show applicable warranty information correctly;
• avoid misleading environmental or performance claims; and
• provide customers with appropriate installation and product information.

A Partner may not create a website, social-media identity or digital presence that falsely suggests that it is Green Plank itself or an entity owned by Compocentra AB.

Use of third-party marketplaces or specialised online channels may be subject to separately communicated brand-quality requirements where legally permitted.

During an approved Partner relationship, Green Plank grants the Partner a limited, non-exclusive, non-transferable and revocable right to use approved Green Plank trademarks and marketing material solely for promoting and reselling genuine Green Plank products.

The Partner must follow current Green Plank brand guidelines.

Without prior written approval, the Partner may not:

• alter the Green Plank logo or trademarks;
• register Green Plank or confusingly similar trademarks;
• incorporate Green Plank into its registered company name;
• register domain names or social-media accounts that imply ownership of the Green Plank brand;
• present itself as Green Plank's manufacturer or legal representative; or
• permit another business to represent itself as an authorised Green Plank Partner.

All intellectual-property rights remain with Compocentra AB or the relevant rights holder.

Termination of Partner status ends the right to represent the business as an authorised Green Plank Partner.

Partners must use the latest Green Plank technical documents and approved commercial information.

Claims concerning matters such as:

• composition;
• recycled or renewable content;
• country of origin;
• sustainability;
• CO₂ or environmental impact;
• certifications;
• slip resistance;
• fire performance;
• structural performance;
• product lifetime;
• durability; and
• warranty periods

must be consistent with current official Green Plank documentation applicable to the particular product and market.

Partners must not make unsupported or exaggerated environmental, technical or performance claims.

Superseded catalogues, technical sheets and installation instructions should be replaced with current versions when Green Plank provides an update.

The Partner shall make applicable installation instructions, technical documentation, care information and warranty conditions reasonably available to its customers.

Where installation is performed by the Partner or its contractor, the Partner is responsible for ensuring that installers are suitably competent and follow current Green Plank installation instructions.

Green Plank may provide product or installation training and may require reasonable product familiarisation for certain authorised Partner categories.

The Partner shall not describe Green Plank composite profiles as structural load-bearing components unless the applicable technical documentation expressly permits such use.

Standard small Green Plank product samples may be supplied free of charge at Green Plank's discretion and subject to reasonable quantities.

Unless another Partner arrangement applies, larger samples, full-length boards, project samples or substantial display material may be supplied at 50% of the applicable material cost plus packing and shipping.

Samples supplied free of charge are intended for presentation, specification and customer evaluation and are not intended for resale.

Samples demonstrate general colour, finish and texture but do not guarantee an exact colour match between manufacturing batches.

Special showroom displays, sample stands or marketing installations may be governed by separate arrangements.

The Partner remains responsible for its own contracts and relationships with its customers.

Where the Partner sells to consumers, it is responsible for complying with applicable consumer-protection, distance-selling, pricing, marketing and complaint-handling laws.

Green Plank's manufacturer or product warranty does not replace statutory rights that a consumer may have against the Partner as seller.

The Partner may not give additional warranties in the name of Compocentra AB unless expressly authorised.

Partners shall promptly notify Green Plank of significant Product complaints and provide reasonable supporting information, including where applicable:

• order or invoice number;
• product and quantity;
• batch information;
• photographs;
• installation information; and
• description of the issue.

The Partner shall give Green Plank a reasonable opportunity to inspect an alleged defect before replacement, dismantling or other substantial corrective work is undertaken at Green Plank's expense.

Warranty claims are handled in accordance with the applicable Green Plank Product Warranty and General Terms & Conditions of Sale.

Partners should retain reasonable commercial records allowing supplied products and relevant customers/projects to be identified where necessary for warranty, quality or product-safety purposes.

The Partner shall promptly inform Green Plank of any credible product-safety, regulatory or recurring quality concern.

Where reasonably necessary, the Partner shall cooperate with Green Plank regarding:

• product investigation;
• customer communication;
• corrective action;
• withdrawal;
• recall; or
• regulatory requirements.

The Partner shall not knowingly continue promoting or supplying a product after Green Plank has issued a legitimate stop-sale or safety instruction.

Approved Partners may be listed on Green Plank's website, dealer locator, promotional material or other Partner directories.

The Partner permits Green Plank to display relevant business information such as:

• company name;
• trading name;
• logo;
• store location;
• telephone number;
• business email;
• website; and
• Partner category.

Green Plank may provide enquiries or sales leads to Partners at its discretion.

Partner appointment does not guarantee:

• any minimum number of leads;
• website ranking;
• sales volume;
• turnover;
• profit margin; or
• project allocation.

Leads supplied by Green Plank must be handled professionally and relevant personal data must be processed in accordance with applicable data-protection law.

Non-public information received through the Partner relationship must be treated as confidential where its confidential nature is apparent.

This may include:

• Partner net prices;
• special discounts;
• project quotations;
• customer-specific pricing;
• product-development information;
• drawings;
• manufacturing information;
• unreleased products;
• sales strategies; and
• commercially sensitive documentation.

Confidential information may not be disclosed or used for purposes unrelated to the Partner relationship without permission.

This obligation survives termination while the information remains confidential. Trade secrets remain protected for as long as they qualify for such protection.

Each party is responsible for complying with applicable data-protection legislation, including the GDPR, when processing personal data for its own purposes.

Unless otherwise agreed, Green Plank and the Partner act as independent data controllers for their respective customer, employee and business-contact information.

Personal data exchanged between the parties shall be limited to what is reasonably necessary for the relevant commercial purpose.

Compocentra AB processes Partner contact information in accordance with the Green Plank Privacy Policy.

The Partner shall conduct its Green Plank-related business in accordance with applicable laws and regulations, including requirements concerning:

• competition;
• anti-bribery and corruption;
• sanctions and export controls;
• consumer protection;
• advertising and marketing;
• product safety;
• environmental claims;
• taxation;
• data protection; and
• intellectual property.

The Partner shall not engage in conduct that falsely represents Green Plank products or knowingly damages the integrity of the Green Plank brand.

Unless a separate written agreement provides otherwise, either party may terminate the Partner relationship by giving 30 days' written notice.

Green Plank may suspend or terminate Partner status immediately for material reasons including:

• serious or repeated non-payment;
• material breach of these Partner Terms;
• misuse of Green Plank trademarks;
• sale of counterfeit products as Green Plank;
• materially misleading product representations;
• unauthorised warranties or commitments made in Green Plank's name;
• serious breach of applicable law;
• misuse of customer or lead data;
• insolvency or comparable financial proceedings; or
• conduct materially damaging to the legitimate commercial interests or reputation of the Green Plank brand.

Where a breach can reasonably be corrected, Green Plank may provide an opportunity to remedy it before termination.

Upon termination:

• the Partner must stop presenting itself as an authorised Green Plank Partner;
• authorised Partner badges and similar representations must be removed;
• Green Plank may remove the Partner from its website and dealer directories;
• confidential information remains protected;
• outstanding amounts remain payable; and
• confirmed orders remain subject to the General Terms & Conditions of Sale unless otherwise agreed.

Termination does not prevent the Partner from reselling genuine Green Plank products that it lawfully owns where such resale is permitted by applicable law.

However, the former Partner may no longer imply continuing authorised Partner status.

To the extent permitted by law, neither party is entitled solely because of termination to compensation for anticipated future sales, lost Partner status, goodwill or investments unless otherwise expressly agreed.

Partner status does not constitute a guarantee by Green Plank of:

• profitability;
• customer demand;
• sales volume;
• market share;
• project awards;
• exclusive customers;
• future pricing;
• continued product availability; or
• continuation of a particular Product range.

Each Partner remains responsible for its own business decisions, staffing, premises, advertising expenditure and commercial investments unless Green Plank has expressly agreed otherwise in writing.

Marketing contributions or other expenditures made on Green Plank's behalf require prior written approval if reimbursement is expected.

All Product orders and deliveries are subject to Compocentra AB's applicable General Terms & Conditions of Sale.

If documents conflict, the following order normally applies:

• separately signed distribution or framework agreement;
• customer/project-specific written agreement;
• applicable Order Confirmation;
• these Commercial Partner Terms;
• General Terms & Conditions of Sale for matters relating specifically to Product sales and deliveries;
• Partner purchase order.

A Partner's own purchasing conditions apply only where expressly accepted in writing by Compocentra AB.

Green Plank may update these Partner Terms for future business where reasonably necessary because of changes to Products, commercial programmes, law, regulation or operating practices.

Material changes affecting an existing Partner relationship will be communicated before they take effect.

A separately signed agreement cannot be unilaterally amended through publication of updated website terms unless that agreement expressly permits it.

These Partner Terms are governed by Swedish law.

Nothing in these Terms shall be interpreted or applied in a manner contrary to mandatory Swedish or EU competition law.

Unless otherwise expressly agreed in writing, disputes that cannot be resolved through good-faith commercial discussions shall be submitted to the competent Swedish courts, with Malmö District Court (Malmö tingsrätt) as the court of first instance.