General Terms of Delivery of Raikka Oy

 

 

Legally Binding Effect

All deliveries and services provided by Raikka Oy (herein- after referred to as “Supplier“) are subject to these Gen- eral Terms of Delivery and toseparate contractual agree- ments, if any. Deviating or additional General Terms and Conditions of the Purchaser shall solely apply to the ex- tent expressly confirmed in writing by the

The Supplier may modify these General Terms from time to time. The General Terms, which are valid upon the time of order confirmation shall beapplied to such deliv- ery.

2. Offer – Conclusion of Contract – Contents of Contract

Unless expressly marked as binding, offers are non-bind- ing. Offers must be accepted by the Purchaser within the deadline stated in the offer or, if the offer does not con- tain a deadline, within three months from the date of the offer. The binding contract is concluded between the par- ties when a written order confirmation is issued by the Supplier. No other terms or conditions attached or sug- gested by the Purchaser are applied into the contract if not prior agreed mutually in writing by the

The Purchaser must provide the Supplier – upon Sup- plier’s request – the end-user certificate without any de- lay after the reception of the order

2.3. The Purchaser must provide the Supplier the verification of delivery within seven (7) days after the goods have been delivered to Purchaser.

3. Scope of Delivery

The scope of delivery and services is subject to the offer of the Supplier or, respectively, to the Supplier’s written order confirmation. In case the Purchaser is willing to have changes into already (in order confirmation) agreed delivery, the parties must mutually agree on the changes and Supplier shall issue a new order confirmation with revised changes and new prices, if Supplier accepts such changes. Partial deliveries arepermitted, if reasonable to the

The packages and danger classifications are marked ac- cording to applicable law and usages and practices by Supplier and are subject to originalpackages by If the Purchaser is willing to have the packages marked also with some special marks or labels, the Supplier shall invoice Purchaser accordingly using Supplier’s price list.

4. Prices and Payment

Price lists and other general price information are non- binding and are updated by the Supplier

Prices are in EUR and, unless stipulated otherwise, are based on delivery according to FCA (Incoterms 2020) Eur- ajoki, Finland or any other place of delivery within Fin- land designated by the Supplier, unless agreed otherwise in writing. The price of delivery does not contain trans- portation as well as applicable VAT and public charges, and the Supplier will charge these

The Supplier shall be entitled to adjust prices, provided the raw material prices and/or material, labor or other costs have changed between the timeof order confirma- tion and the The offered prices are valid only for the respective individual order. Fixed price agreements must be expressly agreed upon in writing.

Costs for transportation and insurances, the latter to the extent expressly requested by the Purchaser, shall be cal- culated based on the prices effective at the time of the actual accrual and shall be charged

In case the Supplier is contractually – i.e., separately agreed between the parties – obliged to carry out instal- lation, assembly and/or commissioning, the Purchaser shall bear, in addition to the agreed remuneration for the delivery, the costs for installation, assembly and/or com- missioning according to the price list of the Supplier ef- fective at the time of performance as long as nothing to the contrary has been agreed

The Supplier shall invoice the Purchaser, when the goods are ready for transportation in accordance with agreed delivery terms. Invoices shall be paid net within 14 days from the invoice date by direct transfer to the Supplier’s bank account, if not otherwise agreed in the order con- firmation. For overdue payments the Purchaser is liable to pay interest according to the rate applied by the Sup- plier (min. 13 %) at that time and all the costs of collec- tion.

The Purchaser is only entitled to retain payments or to offset counterclaims insofar as such counterclaims are undisputed or effect by a court of

5. Time of Delivery, Force Majeure

The adherence to time periods and dates for deliveries shall be subject to the timely provision of all perfor- mances to be provided by thePurchaser, in particular, of any documents to be provided, of required licenses, per- missions, releases and plans as well as to adherence to the agreed payment terms and to any other obligations of the Purchaser. If these prerequisites are not fulfilled on time, the time periods and dates shall be adequately extended.

If delivery periods or dates cannot be met due to force majeure or other disruptions beyond the control of the Supplier (“Force Majeure Event”), the time periods for the performance by the Supplier will be extended by the duration of the Force Majeure Event plus an appropriate start-up period. Force Majeure Events shall include, but are not limited to, serious health hazards such as epidem- ics (e.g. Covid-19) or nuclear radiation, war, terrorist at- tacks, incomplete, incorrect or delayed delivery by sup- pliers, riots, and other similar occurring threats, indus- trial action, shortage of or impossibility to obtain em- ployees, equipment, adequate or suitable raw materials or transportation facilities, sovereign acts, such as import and export restrictions, and disruptions of operations in- cluding Force Majeure Events at subcontractors and sup- pliers of the Supplier. Alternatively, the Supplier shall have the right to withdraw from any unfinished delivery, the contract in whole or in part without liability for any delay in performance or non-performance of the Sup- plier’s

Upon request of the Supplier, the Purchaser shall declare within reasonable time, after setting a reasonable period of grace, whether he insists on delivery or wishes to re- scind the contract due to the Supplier’s delay. In such cases Supplier shall invoice all measures already exe- cuted and materials purchased for the

The Supplier shall not be liable at all if delays in delivery

are caused by reasons beyond Supplier’s sphere of risk.

Unless agreed otherwise in writing, the delivery shall be deemed completed when the Supplier has fulfilled all the duties the agreed delivery term places upon him. If the delivery term requires that the Purchaser collects the de- livered items from the Supplier or from a place specified by the Supplier, the delivery shall be deemed completed when the Supplier has informed the Purchaser that the delivery items are ready for pick-up. IfSupplier is arrang- ing the transportation of the goods upon Purchaser’s re- quest, the original term of delivery (such as FCA) shall re-

 

main in force including terms of liability etc. and the Sup- plier is entitled to in voice for arranging such service ac- cording to Suppliers practices.

Upon delivery the Purchaser must check that the delivery corresponds with the order confirmation and carefully inspect that the delivered goods are externally undam- aged. If the Purchaser notices any defects in these re- spects, the Purchaser must make reclamations within 7 days of receipt of

If the delivery of goods is delayed due to Purchaser’s fail- ure to arrange the transportation or pick the goods up without any undue delay by any other means after the Supplier has informed of the delivery time, the Supplier shall invoice the Purchaser for the storage costs accord- ing to Supplier’s price list and

6. Installation and Assembly and Final Testing

To the extent that installation, assembly or commission- ing has been agreed upon, the Purchaser shall, at its own expense, provide in due time any supplementary works foreign to the branch of trade such as earthworks, con- struction works, etc. including the required skilled work- ers andauxiliary staff, building material and tools and any equipment and materials needed for installation and as- sembly and

The Purchaser is liable for any installation and assembly work and its security when such work is executed in the premises of the Supplier or in any other place appointed by the

The final testing of the goods is executed by the practices of the Supplier, if not otherwise agreed between the par- ties in writing. The Purchaser acknowledges, that the products used for testing and therefore destroyed are in- cluded into the total delivery quantity of products and the Purchasermust included all testing products into the order.

7. Passing of Risk

The risk shall pass to the Purchaser when the Supplier has fulfilled all the responsibilities it has assumed according to the terms of

Should the dispatch of the delivery item or installation, assembly or commissioning be delayed or omitted due to reasons attributable to the Purchaser, the risk shall pass to the Purchaser at the time when it would have passed to the Purchaser had no delay occurred

The Supplier shall, only on a written prior request and at the expense of the Purchaser, insure the delivery item against theft, breakage, and damagecaused by transpor- tation, fire or water or against any other insurable

8. The Warranty and Defects

For defects regarding the products the Supplier – to the exclusion of further claims and subject to sec. 10 – pro- vides warranty as follows:

In case of any quality defects, the Purchaser shall promptly notify these to the

Any parts or services which are defective shall, at the Supplier’s sole discretion, be remedied by re- pair or replacement or be re-performed free of charge. The Purchaser shall not be entitled to re- ject the delivery of items due to insubstantial de- fects.

The Purchaser shall grant to the Supplier the re- quired time and occasion to perform the neces- sary remedy and replacement. Only in urgent cases, where operational safety is at risk or to prevent disproportionately large damage, shall the Purchaser be entitled to remedydefects itself or have them remedied by third parties and to demand reimbursement of the accrued costs

from the Supplier. The Supplier shall be notified in such cases without delay.

If the remedy is not accomplished within a rea- sonable time to be notified by the Purchaser, or fails, the Purchaser shall be entitled to withdraw from the contract. If the defect is insubstantial, the Purchaser shall only be entitled to a reduction in In any other case, the rightto a reduction in price shall be excluded.

Of the costs caused by the remedy or replace- ment, the Supplier shall – provided the complaint is legitimate – bear the costs of the replacement part including shipment. No further costs in con- nection with remedy and replacement and/or as- sembly will be borne by

Quality defects are excluded in the following cases: Inappropriate or improper use (especially if not executed in accordance with theguidelines given by the Supplier), incorrect storage, assem- bly and/or commissioning by the Purchaser or third parties, wear and tear, incorrect or negli- gent treatment or package or improper mainte- nance, use of unsuitable

If the Purchaser or any third party remedies a de- fect, the Supplier shall not be liable for the result- ing consequences. The same applies to any changes made to the delivery item without prior approval by the

In addition to this sec. 8.1, sec. 10 shall apply to claims for damages. Any further claims against the Supplier due to quality defects shall be ex- cluded.

Furthermore, the Supplier shall not be liable for any products or defect thereof concerning the products, which are only forwarded to Purchaser by the Supplier, whether as an agent of a third party or

The warranty period is twelve (12) months from the de- livery.

9. Exclusion of Guarantees

Specifications in catalogues, product descriptions, quota- tions, drawings or any other documents regarding the measure, quantity, color, application, technical data and other features, in particular regarding availability, read- ing rates, measuring accuracy, refer to the warranted properties of a delivery item, yet do not – unless ex- pressly otherwise provided for – constitute guarantees (guarantees of quality or durability).

In case of non-compliance with warranted properties, the Purchaser shall be entitled to assert the rights stipu- lated under sections 8 and 10 against the

10. Damages

Supplier’s liability for damages shall be limited to typical contractual losses that could have been foreseen. Any further claims shall be excluded. The Supplier’s liability for indirect damages is in all circumstances

Supplier’s liability for all damages arising out of or in con- nection with the contract and its performance and caused by the Supplier, its officers, subcontractors, em- ployees, agents or associates, as well as any obligation to indemnify the other party, shall in any event and regard- less of the legal cause be limited to the amount of the order

Insofar as the Supplier’s liability is excluded or limited, this shall also apply to the personal liability of the Sup- plier’s officers, subcontractors, employees, representa- tives, agents and associates as well as to the liability of the Supplier’s affiliated

 

11. Retention of Title and Intellectual Property Rights

Title to the delivered goods shall remain with the Sup- plier until all claims against the Purchaser are satisfied, irrespective of receipt of payment for specific goods and the Purchaser has provided the Supplier the verification of delivery and the end-user

All intellectual property rights concerning the products, including but not limited to any drawings and documen- tation of the products shall remainand be exclusive prop- erty of Supplier. This applies also to any new versions or development or any results

12. Export

The Purchaser undertakes to use, distribute or in any other way make available items provided by the Supplier only in compliance with all applicableexport control reg- ulations, foreign trade laws and sanctions, in particular of Finland, Germany, the European Union and the United States of

If a delivery requires a license, the Supplier is entitled to delay the performance until an export license has been obtained or to withdraw in whole orin part from the con- tract. In such cases, the Supplier shall not be held liable for delayed performance or non-performance.

Upon the request of the Supplier, the Purchaser shall pro- vide the Supplier without delay with all documents the Supplier deems useful or necessaryfor obtaining licenses from authorities or for export control checks of the Sup- plier. This includes but is not limited to information about the end user,the final destination and the intended end- use.

The Purchaser shall fully indemnify and hold harmless the Supplier and its affiliated companies from and against all claims of authorities or other third parties against the Supplier and/or its affiliated companies due to the Pur- chaser´s non-compliance with the export or import com- pliance The Purchaser undertakes to reim- burse the Supplier and/or its affiliated companies for any losses and expenses incurred by the Supplier and/or the affiliated companies in this context.

If the Purchaser violates any of the obligations in this 12 and/or if a business transaction is partially or entirely prohibited, the Supplier is entitled to terminate the con- tract or to withdraw in whole or in part for good cause with immediate effect. Any claims against the Purchaser shall remainunaffected.

13. Confidentiality

All commercial or technical information of the Supplier, including product characteristics, documents, price in- formation, know-how, samples,prototypes, software or test results (hereinafter collectively referred to as “Con- fidential Information”) must be kept secret from third parties if and to the extent that it is verifiably not pub- licly known or is not intended by the Supplier for distri- bution by the Purchaser. Confidential Information may only be made available to such employees of the Pur- chaser that have a need to know for the fulfillment of the contractual purpose and have been obligated to non-disclosure under terms at least equivalent to the contract. Upon request, all Confidential Information in its entirety (including any copies or records if available) must be returned or destroyed without delay and any use must cease

The Supplier reserves all rights to Confidential Infor- mation (including copyrights and the right to register industrial property rights). Documents containing Con- fidential Information that have been provided hereun- der remain the property of the

 

14. Statute of Limitation

All claims of the Purchaser – regardless of legal cause – shall become time-barred 12 (twelve) months from the start of the statutory limitation period unless a longer limitation period is required by mandatory

15. Place of Jurisdiction, Applicable Law

The exclusive place of jurisdiction for any disputes di- rectly or indirectly arising out of or in connection with the contractual relationship shall be at theSupplier’s place of business. However, the Supplier shall also be entitled to bring actions before a court seated at the Purchaser’s place of

All legal relations in connection with this contract shall be governed by Finnish law, excluding its choice of law rules and especially the application of the UN Convention on Contracts for the International Sale of Goods (CISG) shall be