The general terms of sale of Pelloplast are valid in Finnish. This document is to be viewed as a translation.
1. DEFINITIONS AND INTERPRETATION
1.1. In these conditions, the following terms shall have the following meanings:
Seller means Pelloplast Oy (Business ID 0193690-0) having its domicile and registered address at Teollisuustie 11, 95700 Pello, Finland;
Buyer means a corporation, company, association or individual identified in the Seller’s purchase order confirmation;
Products means all products, goods and/or services sold, delivered and/or marketed by the Seller to the Buyer unless otherwise agreed in writing;
Agreement means the terms defined in the Seller’s purchase order confirmation together with these conditions;
Conditions means these general terms of sale which shall apply to (1) all Seller’s offers, purchase order confirmations, sales, supplies, deliveries and agreements and Buyer’s offers relating to all Products and (2) under which any and all Products are sold, delivered and/or marketed by the Seller to the Buyer unless otherwise agreed in writing.
Specifications means the Products specification which are available from the Seller upon the Buyer’s separate request. For avoidance of doubt it is stated that the information presented in the Seller’s brochures and other marketing material and/or in the Buyer’s request for quotation and/or purchase order is only indicative and does not define the specification of the Products or create any obligations to the Seller or rights to the Buyer.
1.2. If there is any conflict between the provisions of the Agreement, priority shall be given in the following order: (1) the Seller’s purchase order confirmation; (2) these Conditions; (3) the appendices of the purchase order confirmation in the order in which they appear.
2. CONCLUSION OF AN AGREEMENT
2.1. The Agreement becomes valid when the Seller sends a written purchase order confirmation to the Buyer.
3. BUYER’S RESPONSIBILITIES
3.1. Buyer is aware that the functionality of all the Products substantially depends on the material to be protected and the surface of the material as well as external conditions, such as the process, temperature and storage and how long the Products are on top of the material to be protected. For avoidance of doubt it is stated that the Seller does not warrant that the Products are suitable for the purpose intended by the Buyer and the Buyer is solely responsible to request the Specifications from the Seller and inspect the Specifications and the Products suitability for the purpose intended by the Buyer prior the use of the Products unless otherwise agreed in writing.
3.2. Buyer shall request the Specifications from the Seller, test the Products and inspect the Specifications in the Buyer’s own process and in the possible consecutive process and is responsible for using the Products properly and for correct surfaces and/or processes. The Buyer shall be solely responsible, prior the use of the Products, to request the Specifications from the Seller and to inspect that the Specifications and the Products are suitable for the purpose intended by the Buyer. If the Buyer’s process, possible consecutive process, raw material or an ingredient of raw material changes, the Buyer is required to test the functionality and inspect the Specifications of the Product again prior the use of the Products.
3.3. Buyer shall, with due care and in professional manner, inspect the Products without delay after the delivery. If the Buyer does not inform the Seller of the defect within seven (7) days from the delivery, the Buyer loses the right to make any claims against the Seller for the defects.
4. PRICE, GUARANTEE, MODIFICATION OF THE PRICE AND TERMS OF PAYMENT
4.1. The price of the Products is defined in the Seller’s purchase order confirmation.
4.2. Seller shall always have a right to demand a guarantee from the Buyer for the payment of price and delivery of the Products. Seller shall have a right to terminate the Agreement if the Buyer does not provide the guarantee, which has to be accepted separately by the Seller, to the Seller.
4.3. In case of the prices for raw materials of Products or the Seller’s purchase, production, transport or other costs in connection with the Products in¬crease or rise or if the currency exchange rates change after the conclusion of the Agreement, the Seller shall have the right to modify the price and pricing of the Products correspondingly.
4.4. In case of the export or import fees, the customs, the export or import taxes or cor¬responding taxes or charges increase or if new taxes or payments are passed by the decision of the authorities after the conclusion of the Agreement, the Seller shall have the right to modify the price and pricing of the Products correspondingly.
4.5. The terms of payment is defined in the Seller’s purchase order confirmation. Unless otherwise defined in the Seller’s purchase order confirmation the payment term is 30 days from the date of the invoice.
4.6. The interest rate for delayed payments is [15 %] per annum. In case of the Buyer’s payment delay, the Seller shall be entitled to suspend any further deliveries to the Buyer. In addition the Seller is entitled to terminate the Agreement and claim compensation for damages incurred by the termination of the Agreement, if the Buyer does not pay the outstanding amount within two (2) months from the due date or provide the guarantee more defined in clause 4.2. to the Seller.
5.1. The terms and the place of delivery are defined in the Seller’s purchase order confirmation and are subject to Incoterms 2010 (published by the International Chamber of Commerce).
5.2. The period of delivery and the date of delivery are only estimations and do not create any obligations to the Seller or any rights to the Buyer. For avoidance for doubt it is stated that the Buyer is not entitled to claim damages for the delay of delivery from the estimated period or date of delivery.
5.3. Due to the productional reasons, the quantity of the delivered Products may either exceed or go under by ten (10) % from the quantity agreed in the Agreement.
6. TITLE AND RISK OF PRODUCTS
6.1. The Products shall remain the property of the Seller until the Buyer has paid the price and delivery of the Products in full. The title of Products shall pass from the Seller to the Buyer at the payment of the price and delivery of the Products.
6.2. The risk of loss of Products and damage to the Products passes from the Seller to the Buyer upon the delivery of the Products according to the terms of delivery (Incoterms 2010).
7. LIMITATION OF LIABILITY
7.1. Seller shall not be liable for the suitability of the Products for the purpose intended by the Buyer unless otherwise agreed in writing.
7.2. Seller shall not be liable for the damage caused by the Products to a person or to fixed or movable property or to environment.
7.3. Seller shall not be liable for for any special, indirect or consequential damages, including but not limited to loss of business, contracts, good will, revenue or profits, by reason of any act or omission arising out of or in connection with the Agreement and/or Products.
7.4. The maximum and aggregate liability of the Seller arising out of or in connection with the Agreement and Products shall be limited to [100 %] of the price of the Products for which the Buyer has paid under the Agreement.
7.5. Buyer is entitled to claim for defects only if the Buyer is capable to show that the defect existed at the time the risk of loss (clause 6.2) has transferred from the Seller to the Buyer.
7.6. In case of any defect of the Product the Seller’s sole liability is to deliver a new batch of Products to the Buyer.
7.7. The liabilities of the Seller set out in clauses 7.1. – 7.6.shall be sole and exclusive liability of the Seller and remedy for the Buyer available under the Agreement and shall apply to the exclusion of any other liabilities or remedies that might be available at law, whether express or implied.
7.8. In case of the Seller, on the basis of product liability, is required to pay compensation to a third party, the Buyer shall compensate the Seller for such payments to a third party.
8. FORCE MAJEURE
8.1. Force majeure means an occurrence beyond the control of the party (the Seller or the Buyer) affected that could not reasonably have been foreseen or avoided at the time of entering into the Agreement and which shall include (without being limited to): war, terrorism, acts of government, quarantine restrictions, epidemics, strikes and labour disputes, natural disasters, fire and explosions, acts or omissions of any carrier, breach of contract by Seller’s subcontractors, shortage of transport, shortage of materials or energy.
8.2. A party (The Seller or the Buyer) shall not be considered to be in breach of the Agreement to the extent it can be proved that it was unable to fulfil its obligations due to force majeure.
8.3. Each party shall cover its own costs resulting from force majeure.
8.4. The party invoking force majeure shall notify the other party without undue delay including a description of the effects and the presumed duration.
8.5. The party invoking force majeure shall use all reasonable endeavours to minimise the effects and duration of the force majeure event.
8.6. If the effects of the force majeure event continue, or it is obvious that they will continue, for more than 60 days, the party who did not invoke force majeure may terminate the Agreement.
9. ASSIGNMENT OF THE AGREEMENT
9.1. The Seller is entitled to assign or transfer its rights and obligations under the Agreement, fully or partly, to any third party without requiring the consent of the Buyer.
9.2. The Buyer may not assign or transfer its rights and obligations under the Agreement without the Seller’s written consent, which shall not be unreasonably withheld.
10. APPLICABLE LAW AND LEGAL VENUE
10.1. The Agreement shall be governed and construed in accordance with the laws of Finland excluding its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is expressly disclaimed.
10.2. Any dispute, controversy or claim arising out of or relating to this Agreement, Products, delivery of the Products or the breach, termination or invalidity thereof shall be settled in District Court of Rovaniemi, Finland. The Seller and the Buyer submit to the exclusive jurisdiction of the District Court of Rovaniemi, Finland.