General Terms and Conditions of Sale Milectria 07/2019
Definitions and Applicability
In these General Terms and Conditions of Sale Milectria Group Oy and its affiliates are hereinafter referred to as “MILECTRIA”, “Purchase Order” means the Purchase Order confirmed by MILECTRIA and “Purchaser” means a firm or company named as the Purchaser in the Purchase Order and “Products” are the subject of the Purchase Order. A “Quotation” means a fixed offer from MILECTRIA to the Purchaser for the purpose of selling and delivering Products to the Purchaser. MILECTRIA and the Purchaser are hereinafter referred to as the “Party” or “Parties”, individually or collectively.These General Terms and Conditions of Sale shall be applied between the Parties unless otherwise agreed in writing.
A written Quotation is valid for 30 days unless otherwise noticed
Terms of Delivery
The term of delivery is FCA at registered warehouse address of Milectria (Intercoms 2010)
Delivery is deemed to have been accepted and received unless a claim has been submitted thereon within 7 days of the delivery date.
The Buyer has no right to refuse to accept a partial delivery.
Similarly, the supplier is entitled to issue invoices for partial deliveries.
If the Buyer has not fulfilled its previous payment obligations, paid for partial deliveries or fulfilled other obligations to the Supplier, the Supplier shall have the right to transfer or cancel deliveries under the Orders already approved.
The products are packed accordance of MILECTRIA’s customary practice.
The products are packed and adequately protected for transport.
The prices in the Price List and the Offer are applicable to unpacked Products and do not include packaging and protection costs, unless otherwise stated.
The agreed delivery time
The Seller delivers the goods at the agreed time. The Supplier is not obliged to compensate for any damage or loss caused by the delay. Products can be delivered in one batch or in several batches.
Notification of delay
The Supplier shall notify the Buyer in writing if the Products are not delivered within the agreed delivery time and at the same time indicate when the delivery will be made.
Refusal of the Buyer
If the Buyer refuses to receive or does not accept the Products delivered on the basis of the Order, or does not take any agreed measures for arrangement of the delivery or transport, the Supplier shall have the right to immediately terminate the Contract between the Supplier and the Buyer and to hand over the Products, and to obtain compensation from the Buyer for any loss or expense incurred by the Supplier as a result of the Buyer’s refusal or neglect. The Supplier shall also retain the payments made before refusal or neglect. If the Buyer requests that the delivery be postponed from the estimated time of delivery and the Supplier agrees to this, the Supplier may, at his/her discretion, by notifying the Buyer thereof, deem the risk liability to have been transferred to the Buyer and store the goods at the Buyer’s expense (but without obligation).
Provision of source information and technical documentation
The Contracting Entity submits the necessary source information for the design to the Supplier within the agreed target timeframe or by the agreed deadline. The Contracting Entity undertakes to inspect the Supplier’s assembly photos and to approve them/notify of any deficiencies and to provide final circuit diagrams and other necessary information within 14 days of submission of the plans for approval by the Contracting Entity, unless otherwise agreed. In the event of a delay in providing the source information or other information required from the Contracting Entity for approval or for delivery, the Contracting Entity’s delay is taken into account.
Passing the Risk, Passing the Property
The risk liability is transferred to the Buyer in accordance with the agreed delivery clause.
The Products are the property of the Supplier, and the right of ownership will not be transferred until the purchase price has been duly paid to the Supplier. The Buyer is obliged to store the Products in such a way that they can be recognised/identified as the property of the Supplier and, if necessary, returned to the Supplier.
Prior to the transfer of the right of ownership, the Buyer shall not be entitled to resell the Products (including know-how, information or other intellectual property rights of the Supplier) to a third party without the Supplier’s written permission.
The Supplier warrants that the Products are free from defects in material or workmanship in normal use. The Supplier may fulfil its warranty obligation by choosing to repair, replace or compensate for defective Products. The Buyer must give the Supplier a reasonable time to correct the defects. If the Buyer refuses to give such time, the Supplier will be released from the warranty obligation.
The Supplier’s liability is limited to defects that occur within 12 months of delivery of the Products.
The Buyer shall notify the Supplier of the defects and their reasons in writing, promptly, and at the latest within 30 days of delivery. If the defect is such that it cannot be detected in this time despite careful examination, the Supplier must be informed of the defect as soon as the defect is detected.
Under no circumstances may a defect message be issued more than two weeks after the end of the warranty period. If the Buyer fails to report the defect immediately, the warranty will not cover the defect.
Refunds are only accepted if approved by the Supplier in advance.
Defective Products must be sent to the Supplier. The products must be packaged and adequately protected for transport. When the Supplier has eliminated the defect, the Product will be returned.
If the Buyer has made a defect notification and there is no defect in the Product for which the Supplier would be liable, the Supplier shall be entitled to reimbursement of the costs incurred due to the defect notification.
The Supplier shall be liable for defects in the repaired or replaced part of the Product under the same conditions as those of the original Product. The Supplier shall not be liable for any loss or destruction of the information contained in the Product during any remedial action under warranty, or for the return of such information.
The Supplier’s liability for defects ends when the product is subject to expansion or modification without the written consent of the Supplier.
The Supplier is responsible for component failures by replacing the component for the defective one. It is the responsibility of the Contracting Entity to ensure removal of the defective components and to fit the replacement components.
There is no warranty if the Products, after their acceptance, have been handled in an inappropriate manner or in violation of the Supplier’s instructions. If the Product’s serial number marking or labels or other identification marks have been removed or altered, there is no warranty. The Supplier is also not responsible for the normal wear and tear of the Product.
The aforementioned warranty does not apply to any third-party licensed technology contained in the Products.
The aforementioned warranty is expressly granted in lieu of any warranties, explicit or indirect, concerning the flaws or defects in Products or software provided by the Supplier, such as warranties concerning suitability or usability or other liabilities or responsibilities of the Supplier, whether based on law, contract, etc. In no case shall the Supplier be liable for any indirect or consequential damages, loss of use or loss of profit.
If the Buyer grants more extensive warranties to its customers in relation to the Products, the Buyer shall be liable for any obligations, liabilities and costs (including reasonable attorneys/legal costs) that may be incurred by the Supplier.
Unless otherwise specified, VAT and any other tax or duty payable by the Purchaser shall be added to the price.
The prices shall be expressed and the payments shall be made in Euros unless another currency has been agreed on in writing by the Parties. In case the price is agreed in other currency than EUR and the change in the exchange rate is more than +/- 5 % MILECTRIA reserves the right to correct the price of the Products. Change is determined between the date of delivery and the date of Purchase Order.
MILECTRIA reserves the right by written notice given to the Purchaser before delivery of the Products to vary the price of the Products according to increases in costs including (without limitation) the increase or imposition of any tax, duty or other levy and any variation in exchange rates.
Terms of Payment
The Purchaser shall pay the Products delivered to it against an invoice sent by MILECTRIA. Payments shall be made within 14 days, or what is written in Quotation, of the date of the invoice. The interest for the delayed payments from the day on which the payments were due shall be based on the Finnish Interest Act. The Purchaser must do any notices of the invoice within 8 days of the date of the invoice.
In case of late payment MILECTRIA may, after having notified the Purchaser in writing, suspend any and all of the subsequent deliveries until it receives the payment in full.
MILECTRIA has right to require a partial or full pre-payment in order to deliver the Products of the Purchase Order.
Purchaser’s credit information
Milectria has a right, when making agreement with Purchaser or
during contractual period, to check Purchaser’s credit information.
If any deficiency or payment defaults will be found upon checking
process or during the contractual period, Milectria has a right to
change payment terms or to require Purchaser to arrange
approvable quarantee or prepayment to secure Milectrias sales
Title to Documentation
Copyright and title to all drawings, technical documents and other
documentation related to the Products, which have been delivered
by MILECTRIA to the Purchaser in whatever form, shall remain to
11 Intellectual Property Rights
All intellectual property rights (including trade marks) related to
the Products that are the property of MILECTRIA shall remain the
property of MILECTRIA.
Intellectual Property Rights
All intellectual property rights (including trade marks) related to
the Products that are the property of MILECTRIA shall remain the
property of MILECTRIA.
A Party shall be released from liability arising out of non-fulfilling
of a contractual responsibility in case the non-fulfillment is due to
an event of force majeure. A ground for relief from liability
includes any of the following reasonably unexpected events when
it prevents one of the Parties from fulfilling its obligations in whole
or in part, account being taken of fires, floods, earth quakes, war,
whether declared or not, embargo and any other unforeseen event
which temporarily or permanently prevents it from fulfilling its
contractual obligations in whole or in part. In such situation the
time for the fulfillment of contractual obligation shall be prolonged
maximally with the time that the other Party has been hindered
from fulfilling its contractual obligation for such a reason as can be
proven. Notwithstanding the aforesaid, the due payments for
MILECTRIA shall be paid immediately after the force majeure
situation has ended.
In case the event of force majeure lasts longer than 3 months both
Parties have the right to cancel and terminate the transactions and
neither Party has the right to demand compensation from the other
Party for such termination.
Limitation of Liability
MILECTRIA shall not be liable for any damage to property caused
by the Products after they have been delivered and whilst they are
in the possession of the Purchaser.
IN NO EVENT WHATSOEVER SHALL MILECTRIA BE
LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, DAMAGES FROM LOSS OF
USE, OR LOST PROFITS.
MILECTRIA’s liability for any claim of any kind, including
negligence, for any loss or damage arising out of, connected with
or resulting from the sale, repair or use of any Products covered by
or furnished hereunder, shall in no case exceed price of the
Products or part thereof which gives rise to the claim.
Applicable Law and Arbitration
These General Terms and Conditions of Sale and any Purchase
Order shall be governed by and interpreted in accordance with the
laws of Finland without regard to its conflict of laws principle.
Any dispute arising between the Parties out of or in connection
with these General Terms and Conditions of Sale and any Purchase
Order shall be submitted to arbitration by single arbitrator,
conducted in accordance with the arbitration rules of the Central
Chamber of Commerce of Finland. Any such arbitration shall take
place in Tampere, Finland in the Finnish language.
Notwithstanding the foregoing, MILECTRIA shall be entitled at its
option and sole discretion to have recourse to the general courts
having jurisdiction on claims arising out of matured debts in case
the value of the dispute or MILECTRIA’s demand is not more than
EUR 50.000. An arbitration clause does not prevent MILECTRIA
from requesting interim or conservatory measures from the
competent general courts.
GENERAL TERMS AND CONDITIONS FOR PURCHASE OF GOODS 06/2012
SCOPE OF APPLICATION
This purchase of the Goods is made on the basis of the following General Terms and Conditions for Purchase. The Purchase Order together with these General Terms and Conditions for Purchase constitute the Contract. Any deviating sales conditions on documents from Seller (such as confirmation orders or invoices) shall not apply, unless expressly and previously confirmed in writing by Milectria Oy (hereinafter “Milectria”).
DELIVERY & TRANSFER OF TITLE AND RISK
2.1 Unless otherwise provided in the Purchase Order, the Goods shall be delivered DDU (Incoterms 2010), at the Place of Delivery identified in the Terms of Delivery of the Purchase Order.
2.2 The Delivery Date is specified in the Purchase Order and Seller must deliver all the Goods strictly in accordance.
2.3 Title and risk to the Goods shall be transferred to Milectria at the Place of Delivery, immediately after unloading, unless the Goods are rejected by Milectria.
DELAY IN DELIVERY
3.1 If at any time Seller is not making sufficient progress to meet the Delivery Date, it shall immediately notify Milectria in writing. Seller shall within two working days following such notice inform Milectria about
a) The reason for and the duration of the delay, and
b) The measures which Seller has undertaken to comply with the Delivery Date.
Seller shall, at no cost for Milectria, immediately effect all such measures.
3.2 If Seller’s measures to comply with the Delivery Date are not sufficient, Milectria may undertake all necessary and reasonable measures at Seller’s cost, including but not limited to the termination of this Contract.
4.1 If the delivery of the Goods is delayed and Milectria does not terminate the Contract in accordance with article 3.2 above, Seller shall pay liquidated damages to Milectria at a rate of 1 % of the Purchase Price per day of delay.
4.2 Seller’s aggregate liability for the liquidated damages under this Article is limited to 20 % of the Purchase Price.
PAYMENT TERMS & INVOICE
5.1 Unless otherwise provided, in the Purchase Order the Purchase Price shall include all expenses in connection to the delivery of the Goods, including packaging, transport, insurance, and any national, state or local taxes of whatever nature payable until the delivery, except VAT. If requested by Milectria, the invoices shall specify as separate items the different expenses listed above.
5.2 Unless otherwise provided in the Purchase Order, the Terms of Payment will be net sixty (60) days end of month from the Delivery Date.
CONFORMITY & WARRANTY
6.1 The Goods shall meet the specifications set forth in the Purchase Order. Any change to the specifications has to obtain Milectria’s prior written consent. In particular, the Goods shall be deemed non-conforming when
• they are not the ones specified in the Purchase Order, or do not conform to the specifications, samples or other descriptions and requirements set forth or described in the Purchase Order, or are defective;
• the manufacture, packaging, labeling or transportation of the Goods does not comply with any and all national, state and local laws, rules, regulations and ordinances;
• they infringe upon any existing or pending patents, copyrights, trade secrets or other proprietary rights of third parties;
• they are not free from all liens, encumbrances and claims of third parties;
• a different quantity than the one required in the Purchase Order is delivered;
• they are not fit for the use indicated in the Purchase Order.
6.2 Seller warrants that none of the Goods shall be non-conforming in the meaning of article 6.1. above. This warranty shall survive delivery and any inspection, acceptance or payment by Milectria. Unless otherwise agreed by the Parties, the period of Seller’s warranty shall be 24 months from the Delivery.
6.3 Milectria shall have the right but not the obligation to inspect all the Goods. If any of the Goods are non-conforming, Milectria will notify Seller accordingly and shall have the right to exercise all remedies available under applicable laws, as well as the following contractual remedies:
• reject such Goods without obligation or liability and direct Seller, at Seller’s sole risk and expense, to properly dispose of such Goods;
• obtain either the replacement of such Goods by conforming Goods, or be reimbursed of any Purchase Price paid to Seller in relation to such Goods;
• if necessary, purchase similar Goods from another vendor;
• obtain compensation for the direct damage caused by the non-conforming Goods.
6.4 Any replacements of the Goods by Seller shall be additionally and automatically warranted against non-conformity, in the meaning of article
6.1 above, and subject to the same obligations of Seller.
MILECTRIA OY 06/2012
6.5 Seller shall obtain adequate product liability insurance coverage for the Goods, and provide Milectria at its first request with adequate evidence of such coverage.
Milectria is entitled to change its Purchase Order in respect of the quantity, quality or other characteristics of the Goods. Seller must advise Milectria of the resultant impact of the changes on the Purchase Price and on the Delivery Date within a week after receipt of the changes to the Purchase Order. Seller may only implement the changes after Milectria written approval of the impact on the Purchase Price and on the Delivery Date.
In the event of Seller’s default, Milectria, without prejudice to any of its other rights or remedies, shall have the right to immediately terminate the Contract or any part of it by written notice to Seller, and claim damages. Seller shall be considered to be in default if, inter alia, one or more of the following situations occur:
• Seller becomes insolvent, bankrupt or makes an assignment for the benefit of its creditors.
• Seller is in material breach of its obligations hereunder, if the material breach is not capable of being remedied or has not been remedied within two weeks after its occurrence.
• Seller does not comply with the Delivery Date and the maximum liquidated damages becomes payable.
• The delivery is delayed more than four (4) weeks.
GOVERNING LAW & JURISDICTION
9.1 The purchase of the Goods shall be governed by and construed according to the laws of Finland, without recourse to the conflict of law principles.
9.2 The Helsinki District Court, Finland, shall have exclusive jurisdiction over all disputes related to the interpretation, performance or termination of the purchase of the Goods.