General Terms of Sale

1. General

In these general terms of sale (”General Terms of Sale”) seller refers to Vieser Oy (”Seller”), buyer refers to the organisation, group or other contractual party with whom the sale contract is made or to whom the offer is addressed (”Buyer”) and product refers to the product intended for sale (”Product”).

These General Terms of Sale shall apply exclusively to all Product deliveries of the Seller and no conflicting terms or conditions, including Buyer’s eventual general terms and conditions, differing from the General Terms of Sale are acknowledged, unless the Seller has explicitly given its consent to them in writing. The General Terms of Sale shall also apply if the Seller unconditionally delivers Products, fully aware of any conflicting or differing terms and conditions of the Supplier. The General Terms of Sale apply to all Product deliveries between the Seller and Buyer, unless the Seller and Buyer have agreed differently in writing. These terms are valid until further notice as of 1.7.2016.

2. Product information

The information presented in brochures and other announcements is indicative and does not bind the Seller.

3. Contract

3.1 The offer, commitment or contract regarding sale of the Product is binding for the Seller only when the Seller has sent a written order confirmation concerning the Product.

3.2 The Seller’s offer is valid for the term mentioned in the offer. If the term is not mentioned, it is 30 days. To the offer enclosed pictures, drawings, calculations and other documents are property of the Seller. The receiver of the offer has no right to use the material in a way harmful for the Seller or disclose information about the material to third parties.

4. Price adjustment

4.1 The price of the Product is determined according to the price list of the Seller, in force from time to time, unless otherwise agreed in writing.

4.2 If the buying, production, delivery or other costs in relation to the Product increase for the Seller as a result of alternations in ex-change rates, the Seller is entitled to amend the price accordingly.

4.3 If the export or import rates, custom rates, export or import taxes or equivalent taxes or fees rise, or whether new taxes and/or fees are ordered to be complied with with regarding the Product or its transport, the Seller is entitled to amend the price accordingly.

5. Payment

5.1 Unless otherwise agreed in writing between the parties, the payment time and -condition is fourteen (14) days net from the date of the invoice. In case the invoice is inaccurate accurate in parts, the immaculate part of the invoice shall be paid by due date.

5.2 If the Buyer has not observed the payment terms, the Seller is temporarily entitled to discontinue the delivery of the Products and additionally demand immediate payment of outstanding amounts.

5.3 If it is reasonable to assume that the Buyer will not fulfil its payment obligations, the Seller is entitled to demand the Buyer to presents an acceptable security (e.g. credit insurance or letter of credit) for the payment of the Product price. The Seller has the right to terminate the agreement if the Buyer does not present an acceptable security as required by the Seller.

5.4 In the event of late payment, the Seller is entitled to collect penal interest from the Buyer as specified in the invoice or as otherwise agreed, as of the due date of the invoice, until the date of payment. If the amount of the penal interest has not been agreed upon, the amount levied shall be based on the Finnish Interest Act as valid from time to time. In addition to the penal interest, the Seller is entitled to demand reasonable recovery costs. If the Buyer does not pay the overdue debt within two (2) months from the due date, the Seller has the right to terminate the agreement in writing and demand compensation for caused costs and damages.

6. Delivery

6.1 Unless otherwise agreed between the parties or mentioned in the Seller’s order confirmation, the term of delivery is Ex Works Seller’s warehouse in Kauhajoki (Inco-terms 2010).

6.2 Delivery time is the date mentioned in the order confirmation. The Seller shall make its best efforts to meet the delivery date specified and to notify the Buyer if the actual delivery time deviates from the delivery time mentioned in the order confirmation.

6.3 The Incoterms 2010 –terms published by the International Chamber of Commerce are applicable to all Product deliveries.

6.4 Possible amendments to the delivery of the Product need to be agreed in writing in advance between the parties. If the Buyer wants to amend the agreed delivery, the Seller is entitled to charge an additional compensation for the costs resulting from such amendment to the delivery and also postpone the delivery time in such extent the extra work caused by the amendment require. Possible reduced costs due to the amendment are reduced from the price.

6.5 If the Seller notices that the Product cannot be delivered, or the Buyer notices that the Product cannot be received on the delivery date, the party in question must inform the other party thereof without delay.

6.6 When the producer or supplier of the Product from which the Seller acquires the Product has not fulfilled its obligations, and the Seller’s delivery is delayed as a result of this, the Seller is not obliged to compensate the Buyer for possible damages resulting from such delay. If the Product is not delivered or is delivered too late, and this is not derived from the Buyer or a circumstance on the Buyers side, the Buyer has nevertheless no right to require delivery, if the circumstances have changed in such essentially manner which changes the proportion of the originally agreed contractual obligations.

6.7 If the delay is not due to a reason specified in section 12 and if the delay causes mate-rial costs or disadvantages for the party that is not responsible for the delay, the party has the right to terminate the agreement concerning the delayed delivery. The Seller is, however, not obliged to reimburse the Buyer for losses or damages due to such delayed delivery.

7. Ownership of goods

The title to the Product is transferred to the Buyer only when the Seller has received the purchase price in full, unless otherwise agreed.

8. Return of immaculate Products

8.1 The Buyer has the right to return an immaculate Product at its own expense within two (2) weeks from delivery only if the right to return Products has been agreed upon in writing with the Seller in advance. The returnable Product must be immaculate and unbroken in its original package. The return must always entail the invoice and docket date or number.

8.2 Due to a return made according to section 8.1, the Buyer is compensated with a sum determined separately in every case based on the condition of the Product and its package, however not exceeding 80 % of the calculated price for the Product.

9. Defect liability

9.1 The Seller is not liable for the applicability or fitness of the Products for a particular purpose, unless so warranted in writing.

9.2 The Seller is liable for such material, structural or manufacturing defects in the Products that arise within a period of twelve (12) months from the date of delivery of the Products. If the delivered Product has such a defect, the Seller shall, at its own discretion and expense, deliver a new Product or correct the defected Product, provided that the Buyer has notified the Seller of the defect in writing without delay after the Buyer noticed or should have noticed the defect. The compensation claim must be concluded in writing. The warranty is valid provided that the Product has been used with care for its purpose of use and according to the terms of use.

9.3 The warranty does not apply to Products, with a normal lifespan shorter than the in section 9.2 specified guarantee time, except if the defect is noticed during the Product lifespan as specified in this section.

9.4 Upon receiving the goods, the Buyer shall review the Product and immediately, however at latest the next day, notify the Seller in writing of any defects due to delivery or other defects in the Product. If the Buyer neglects these obligations, it forfeits the right to refer to such defect. The Buyer must comply with the Seller’s directives regarding return of defected Products.

9.5 If a defect is observed in the Product, the Product shall not be installed. The Seller is not responsible for costs or damages resulting from installation of a defected Product.

9.6 The Seller is not liable for defects which are derived from an installation error, failure to comply with installation instructions, normal wear and tear, incorrect storage or use or from the Buyer’s or other end user’s negligence.

10. Product liability

10.1 The Seller is liable for damages caused to a private person and/or product by a delivered Product only if the Seller is responsible for such damage according to the applicable Product Liability Act.

10.2 The Seller is liable for personal damages and damage caused to real and movable property only if the damage can be proved to have been caused intentionally or as a result of gross negligence by the Seller or a person under its responsibility.

10.3 In no event is the Seller liable for production stoppages, lost profit or other indirect or consequential damages, regardless of its cause.

10.4 To the extent the Seller may be liable towards third parties due to product liability, the Buyer shall compensate the Seller in such extent that the Seller’s liability has been limited in this section 10.

11. Limitation of liability

11.1 The Seller shall in no event be liable to the Buyer for indirect or consequential damages.

11.2 The total liability of the Seller is in all situations limited to the value of the delivered Product.

12. Force Majeure

12.1 The Seller is not obliged to fulfil the agreement, if any supervening unforeseeable circumstance beyond the control of the Seller (”force majeure”), including e.g. war, mobilisation, riots or rebellion, revolution, sabotage, natural disasters, explosions, fires, boycotts, strikes, lockouts, supplier or subcontractor faulty deliveries, currency restrictions, import or export restrictions, shortage of transportation, raw materials, electricity or other energy, prevents delivery of the Product or part of it. The Seller is not liable for compensating the Buyer for damages caused by unfulfilled obligations due to force majeure.

12.2 If the duration of the in section 12.1 specified condition exceeds two (2) months, the Seller has the right to terminate the agreement concerning the delivery by written notification to the Buyer.

13. Cancellation of the transaction

If a party substantially breaches the agreement, the other party may, by writ-ten notice to the other party, cancel a delivery partially or fully, and in addition claim compensation for direct damages due to the negligence up to the amount of the price of the cancelled part of the Product.

14. Notices

All notices to the other Party are to be concluded in writing to the e-mail or mail ad-dresses informed by the parties.

15. Governing Law and Jurisdiction

15.1 Agreements under these General Terms of Sale shall be governed by Finnish law.

15.2 Any dispute or claim arising out of or in connection with this Agreement and/or these General Terms, or the breach, termination or invalidity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The number of arbitrators shall be one (1). The arbitration proceedings shall be held in Helsinki, Finland, and conducted in the English language.

15.3 Whether any of the conditions in these General Terms of Sale are found unlawful, invalid or unenforceable according to applicable law, such term shall be considered deleted from the General Terms of Sale, in so far as it is separable from the other conditions, and provided that this does not affect the validity or enforceability of the other conditions.