MODULE GENERAL TERMS AND CONDITIONS

These Module general terms and conditions (the “Delivery Terms”) apply to all offers, orders, order confirmations, contracts, agreements made orally or in writing by and between Muotolevy Oy (the “Supplier”) and the customer or reseller (the “Purchaser”) concerning a delivery of the Supplier’s products, other related deliverables and services (the “Goods”), unless otherwise agreed in writing. An agreement between the Supplier and the Purchaser incorporating these Delivery Terms shall come into force upon a written acknowledgement of the Purchaser’s order by the Supplier or (if earlier) upon the delivery of the Goods to the Purchaser (“Agreement”). Upon having placed an order or entered otherwise into an agreement, the Purchaser shall be deemed to have read and accepted these Delivery Terms as an essential and inseparable part of the Agreement. Any other general terms incorporated into the Purchaser’s confirmations or other similar documents, or otherwise provided by the Purchaser will not become part of the Agreement between the parties. The Purchaser agrees to waive its right to invoke such terms.

1. Offer

Supplier’s offer is valid for the time period stated in the offer. If no such time period is mentioned, the offer is valid for thirty (30) days from the date of the offer. The offer is only valid as a whole. All plans, pictures, photos, calculations and other documents related to the offer remain the property of the Supplier. The Purchaser may not use such documents for its own purposes or to the detriment of the Supplier or disclose information about such documents to a third party.

2. Order

An order shall include name and specification of the Goods, quantities and desired destination of the delivery. The Purchaser shall confirm its oral order in writing on Supplier’s request. The Supplier will become bound by the Purchaser’s order when the Supplier has sent the Purchaser a written order confirmation. The Supplier confirms in the order confirmation the ordered Goods, the delivery time, the delivery terms, the pricing and the payment terms. The Purchaser shall immediately and no later than on the first business day following the date of order confirmation notify the Supplier in case of any errors in the order confirmation. The order confirmed by the Supplier cannot be cancelled, terminated or amended without the consent of the Supplier. Any such change may cause additional expenses on the order.

3. Pricing

The Supplier’s price list in force on the date of delivery is used as a basis for the purchase price of the Goods, unless otherwise mentioned in the offer. The purchase prices shall be in Euros, unless otherwise offered and agreed between the Supplier and the Purchaser in writing. The value added tax (VAT) on the price is 0%. The Supplier shall have right at its sole discretion to make changes to its price list with immediate effect.

4. Packaging

The prices mentioned in the Supplier’s price list include standard packaging.

5. Installation

The Purchaser shall be solely responsible for the installation and assembly of the Goods.

6. Delivery terms

Unless otherwise agreed and confirmed in writing, the Supplier will deliver the Goods to the Purchaser on EXW (INCOTERMS 2020) Nummela basis.

7. Delivery Time

The delivery time commences on the date of the order confirmation, or on the date when all information necessary for the delivery are provided to the Supplier, or on the date of the advance payment (if any), whichever is latest. The Purchaser must make all change requests in writing, and the parties shall agree on the effect of such changes to the price and delivery time. The Purchaser shall make any requests for changing the delivery time within a reasonable time considering the agreed delivery date. Any requests for changing the delivery time shall be handled on a case-by-case basis. Should the delivery be delayed more than two (2) weeks from the agreed delivery date due to a reason not attributable to the Supplier, the materials and storage costs caused by the delay shall be charged from the Purchaser. The storage cost is 0,5% of the value of the stored Goods per each commencing week.

The Supplier reserves the right to delay the delivery of the goods in the event that the Supplier has outstanding claims against the Purchaser or the agreed credit limit has been exceeded or is close to being exceeded.

8. Payment Terms

Invoices shall be paid within fourteen (14) days net from the shipment date or the date when the delivery becomes actually available for pickup by the Purchaser’s carrier, whichever is earlier. The Purchaser shall make any claims related to the invoice within eight (8) days from the date of the invoice. The Supplier have right to collect an advance payment or payments in various instalments and request a security for the payment. A payment shall be deemed performed at the date when the amount of payment is fully received in the Supplier’s bank account set forth in the invoice. Should any payment be delayed, the Supplier is entitled to interest in accordance with the Finnish Interest Act (633/1982) and any costs related to debt collection.

9. Inspection of The Delivery

The Purchaser, or a representative authorized by the Purchaser, is liable to perform an inspection of the quantity and condition of the packages and the Goods upon receipt of the delivery at the destination. Any possible losses and transportation related damages in the delivery shall be notified in writing on the consignment note and verified by taking a photograph. In case of any defect in a delivery and when the risk of damage or loss of Goods during transport are on the Supplier’s responsibility, the Purchaser shall make a written notice to the Supplier without delay and not later than five (5) working days after the delivery.

10. Quality and Conformity

The Supplier’s liability for the quality and other features of the Goods is strictly limited to meeting the requirements for the Goods specifically defined in the Agreement or in the documentation provided by the Supplier. The Purchaser is responsible for carefully examining that the Goods conform to the Agreement and are not defective. Should the Purchaser notice any defect in the delivery or Goods, the Purchaser shall immediately, and no later than within eight (8) days of the delivery, notify the Supplier. The Supplier may at its discretion choose to either remedy the defect or to replace the Goods.

The Purchaser shall not make any modifications on the Goods without prior written approval by the Supplier. Any modification may lead to expiry of warranty.

The Purchaser shall be responsible for the suitability of the purchased Goods for the intended site and circumstances and conform to the applicable standards and requirements in the environment in which the Goods are intended to be used.

11. Intellectual Property Rights

All rights, title and interest in the intellectual property, including but not limited to copyrights, patents, designs, drawings, images, photographs, trade names, trademarks related to the Goods and all modifications thereto shall remain vested in the Supplier. 

The Purchaser shall not (and shall not allow any end customer to) remove any product identification, proprietary, copyright or other notices contained in the Goods.

12. Trademark License

Subject to these Delivery Terms, and for the term of the Agreement, the Supplier grants to the Purchaser a limited, non-transferable, non-exclusive, non-sublicensable, and royalty-free license to use the Supplier’s regular tradename, trademarks, logo, and other identifying information (“Licensed Marks”) for the sole purpose of carrying out sale and marketing of the Goods. The Purchaser recognizes and acknowledges the Supplier’s ownership and title to the Licensed Marks and agrees that any goodwill which accrues because of the Purchaser’s use of the Licensed Marks shall become the property of the Supplier. Upon the expiration or termination of the Agreement or the Supplier’s earlier notice, the licenses granted to the Licensed Marks shall immediately terminate and the Purchaser shall immediately cease all use of the Licensed Marks. The Purchaser shall comply with the Supplier ‘s policies or instructions regarding the Licensed Marks and will not use, employ or attempt to register any mark or trade name, which is similar to any Licensed Marks of the Supplier during or after the term of the Agreement.

13. Marketing

This section 13 shall apply in case the Purchaser obtains the Goods for reselling or distribution purposes.

The Purchaser shall buy and sell the Goods in its own name and for its own account and shall act as an independent trader with regard to the Supplier. Nothing in the Agreement shall authorize the Purchaser to engage in transactions in the name of the Supplier. 

The Purchaser’s display, advertisement and promotion of the Goods must comply with all applicable laws, rules, regulations and guidelines, and with the Supplier’s marketing instructions and guidelines (if any). The Purchaser shall cover all costs for sales promotion such as translations in order to execute sales and distribution of the Goods.

The Purchaser shall not make any representations, guarantees or warranties of any type with respect to the specifications, features, capabilities or otherwise concerning the Goods which are in addition to or inconsistent with those provided by the Supplier to the Purchaser hereunder. The Purchaser shall be responsible to obtain the necessary registration and permits, if any, to import and sell the Goods.

The Purchaser shall, if it becomes aware of any product liability issue: (i) immediately give notice to the Supplier of the details of the matter, (ii) afford access to the Supplier and permit copies to be taken of any materials, records or documents as the Supplier may require to take action under this paragraph, (iii) allow the Supplier the exclusive conduct of any proceedings and/or take whatever action as the Supplier shall direct to defend or resist the matter, and (iv) not admit liability or settle the matter without the written consent of the Supplier.

14. Warranty

The Supplier warrants to the Purchaser that the Goods provided in accordance with the terms hereof will substantially conform to their product description and will be free of defects in material and workmanship. The warranty period is two (2) years from the delivery date. The warranty does not cover (i) any normal wear and tear, (ii) defects caused by mishandling or wrong usage of the Goods, (iii) defects caused by failure to follow any use instructions or safety precautions, (iv) defects caused by the Purchaser’s installation work, or (v) defects caused by the Purchaser or a third party altering or repairing the Goods without the prior written consent of the Supplier.

In the event any of the Goods or part thereof fails to meet the foregoing warranty during the warranty period, the Supplier’s sole responsibility and the Purchaser’s sole remedy will be for the Supplier, at its sole cost and expense, to repair the Goods, replace the defective Goods with new Goods or to reimburse to Distributor the price of all Goods which do not fulfil the warranty. The Purchaser will be responsible for return of the defective Goods to the Supplier.

To the maximum extent permitted by applicable law, the warranties of the Supplier set forth above in this section 14 are exclusive and expressly in place of any and all other warranties, express or implied, including any warranty of non-infringement, merchantability or fitness for a particular purpose.

15. Title

Title to the goods shall transfer to the Purchaser when the entire purchase price of the Good in question has been paid in full to the Supplier, this including also possible interest for delay and related expenses.

16. Returns

The Purchaser may not return any goods which conform to the order and are not defective.

17. Notification of delay

The Supplier and the Purchaser shall without delay notify each other if the delivery or receipt of the Goods may be delayed. If the delay is caused by the negligence of the Supplier, the Purchaser is entitled to claim liquidated damages at a rate of 0.5% of the price of the delayed Goods for each complete week of delay. Such liquidated damages may be claimed for a maximum period of fifteen (15) weeks. The Supplier shall not be liable to the Purchaser for any other damages incurred by the Purchaser due to the delay in the delivery of the Goods, and the Purchaser shall have no right to claim any other damages.

18. Limitation of liability

The Supplier shall not be liable for damages caused by the combination of the Goods or use of the Goods for any unintended purposes. In any case, the liability of the Supplier is limited to the purchase price paid by the Purchaser. In no event shall the Supplier be liable for any indirect or consequential damages incurred by the Purchaser due to the Agreement. The above limitations of liability shall not apply in cases of gross negligence or wilful misconduct by the Supplier.

19. Confidentiality

Each party (“Receiving Party”) agrees that all inventions, trade secrets, know-how, business, technical and financial information it obtains from the disclosing Party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”). The Receiving Party will hold in confidence and not disclose Confidential Information to any third parties or use Confidential Information for any purpose than for the proper fulfilment of the Agreement.

The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by the Receiving Party without use of the Confidential Information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

The Receiving Party shall promptly upon termination of this Agreement or when the Party no longer needs the Confidential Information in question for the purposes set out in the Agreement cease using Confidential Information received from the Disclosing Party and upon request return or destroy the Confidential Information including all copies thereof in a reliable manner.

The obligations of confidentiality and restricted use as set forth in this section 19 shall survive the expiration or termination of this Agreement for a period of three (3) years.

20. Force majeure

If the Agreement cannot be fulfilled due to a reason beyond the Supplier’s control, or the fulfilment of the Agreement would require actions disproportionate to the benefit resulting to the Purchaser, the Supplier shall have a right to extend the time of delivery, until the force majeure event has ceased to exist. The Supplier is not liable to compensate the Purchaser for any loss resulting from the failure to fulfil the Agreement due to a force majeure event. If the force majeure event continues for a period of ninety (90) days from the delivery date, each party shall have the right to terminate the Agreement without the other party being entitled to claim any damages. The Supplier shall without delay notify the Purchaser when the force majeure event has ceased.

21. Right to terminate the Agreement

If the Purchaser materially breaches its obligations, for example by providing substantially incorrect or incomplete information, or by neglecting its payment obligations, the Supplier is entitled to terminate the Agreement in writing without liability for damages and to invoice the price of the goods from the Purchaser.

22. Miscellaneous

The Supplier shall have the right to use the Purchaser’s name in its list of clients on the Supplier’s website and marketing materials. If any provision of these Delivery Terms shall be deemed to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect. No supplement, modification, or amendment of the Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to the Agreement. A party’s failure or neglect to enforce any of its rights under the Agreement will not be deemed to be a waiver of that or any other of its rights.

23. Applicable law and dispute resolution

This Agreement and all matters arising out of or in connection with this Agreement shall be interpreted, construed and governed exclusively in accordance with the laws of Finland without reference to its choice of law rules. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable. In the event no settlement can be reached by means of negotiations, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finnish Central Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish or English. However, the Supplier shall always have the right to seek outstanding payments from the Purchaser in the District Court of the domicile of the Supplier.

Updated on March 31st 2022.