Terms of Sale
1 General
Unless otherwise agreed in writing, these general sales terms apply to all sales, offers, and order confirmations of products (“Products“) sold by FIDELIX TECH Oy (3329591-7) or a company belonging to the same group (“Seller“) to the customer (“Buyer“).
2 Offer, Order
The Seller’s written offers are valid for thirty (30) days unless otherwise specified in the offer or unless the offer is revoked earlier by written notice. Oral offers, unless accepted by the Buyer, expire at the end of the day they are made. Acceptance of the delivery of Products without prior objection to these terms is considered acceptance. The Seller has the right to cancel a confirmed order at any time before the delivery of the Products by written notice with immediate effect if the Buyer breaches the terms of the order or these sales terms and fails to correct the breach within fourteen (14) days of receiving notification from the Seller and a request for correction.
3 Prices and Payment
The prices of the Products are in accordance with the Seller’s current price list and the delivery terms specified in section 4. The prices do not include value-added tax and other applicable taxes, customs duties, license fees, transaction or bank fees, etc., which will be added to the price as applicable.
Payments must be made within fourteen (14) days from the date of the Seller’s invoice, unless otherwise agreed. If the Buyer fails to make payment within the due date, the Seller may, at its discretion, consider the order breached, demand all unpaid amounts to be paid, and/or charge late interest on overdue payments, and/or cancel any orders and/or suspend any pending deliveries under any agreement/order with the Buyer. Unless otherwise agreed, the late interest rate will be in accordance with the applicable Interest Act (Finland).
4 Delivery and Transfer of Ownership
The delivery term for the Products is EXW Seller’s warehouse (Incoterms 2020). All delivery times provided by the Seller are estimates and are not binding. Ownership of the Products shall transfer to the Buyer only once the purchase price and any accumulated late interest on overdue payments have been paid in full.
5 Resale, Installation, and Use of the Product
The Buyer has the right to resell the purchased Products. The resale will be done in the Buyer’s own name and for the Buyer’s own account. The Product may only be installed by a qualified and competent person who has received the relevant training. The Buyer’s personnel or its subcontractor’s personnel must participate in the Seller’s product training sessions and Seller shall maintain the knowledge and skills of its personnel. Installation and use of Products must be carried out in accordance with the current installation and usage instructions.
The Seller has implemented and maintains appropriate protective measures to manage information and cybersecurity risks related to the Products. The Buyer is obligated to familiarize itself with the Seller’s information and cybersecurity documentation and to inform its customers about these risks and potential protective measures, as well as their maintenance, which are the responsibility of the Buyer or the Buyer’s customers.
6 Inspection Duty and Liability for Defects
The Buyer is obligated to inspect the Products upon delivery. Some features of the delivered Products may differ from the image or model in the product catalog. The Seller has the right to change the specifications of the Products, provided that the impact of these changes on the Products’ performance or functional characteristics is not considered substantially deviating from the original intended use. Such a change does not constitute a defect in the Product.
Products delivered in accordance with the agreed quantity and quality may only be returned to the Seller if this has been agreed upon in writing in advance.
The Seller is responsible for ensuring that the Products are free from physical material or manufacturing defects at the time of delivery. This liability for defects does not cover defects caused by a) misuse, b) alterations made by someone other than the Seller, or defects resulting from normal wear and tear, storage, installation, damage, negligence, or use.
Any claims regarding quantity discrepancies or defects in the Products must be submitted to the Seller in writing without delay and no later than fourteen (14) days after delivery or, if the defect was not apparent, after its discovery, but under no circumstances later than nine (9) months after delivery.
If any part of the Product is defective, the Seller, at its sole discretion, will either replace or repair the defective Product free of charge or refund the price of the defective Product. For verified quantity discrepancies, the Seller, at its sole discretion, will either compensate for the missing Products, arrange for the delivery of the missing Products, or arrange for the return of excess Products. The Seller has the right, but not obligation, to inspect all Products claimed to be defective. At the Seller’s discretion and reasonable cost, Buyer shall return the defective Products to the Seller, and those will become the property of the Seller.
The Seller does not in any way guarantee the accuracy or exact conformity of the Products with the Buyer’s or third parties’ plans, models, or other specifications, unless specifically agreed upon.
The Seller’s liability for defects towards the Buyer is limited to the obligations set forth in this Section 6. The Seller expressly denies any indirect, oral, or written representations, conditions, or warranties.
Any liability for defects beyond those specified in this section must be agreed upon separately in writing.
7 Limitation of Liability
The Seller’s total liability towards the Buyer shall not exceed the total price paid by the Buyer to the Seller under the order. Neither party shall, in any event, be liable for any indirect, consequential loss or damage, such as (i) lost profits or revenue; (ii) loss of business or reputation or damage to business or reputation; (iii) loss of contracts or customers; (iv) destruction or loss of software or data; (v) damage or liabilities related to contracts with third parties.
The limitations of liability do not apply to: (a) damage caused intentionally or through gross negligence; (b) damages caused by a breach of confidentiality obligation in Section 11 or intellectual property rights in accordance with Section 8; or c) a violation of Section 12 of trade sanctions.
8 Intellectual Property Rights; Software
The sale and delivery of the Products to the Buyer does not transfer, assign, or grant any intellectual property rights related to the Products or any associated documentation, except for the right to use and/or sell the Product and its related documentation in the ordinary course of the Buyer’s business. The Products may contain software developed by the Seller or third parties, which own intellectual property rights or other rights to the software. Buyer agrees to comply with all license agreements available in connection with the Product regarding the use of software supplied and/or embedded with the Products.
9 Force Majeure
The party shall not be liable to the other party for failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to fire, explosion, accident, labor disputes (including but not limited to strike, lockout, work stoppage), embargo, war (declared or undeclared), riot, cancellation of the supplier’s production, complete or partial breakdown of factory or machinery, shortcomings in network connections, natural disasters or acts of the enemy, actions by government authorities, general material or transportation shortages, or delay or failure of a subcontractor due to the aforementioned reasons.
10 Termination
Either party may, without prejudice to its other rights or remedies, terminate the order immediately by written notice to the other party, stating the reason for the termination, if the other party:
i) becomes insolvent, applies for, is subject to, or is declared bankrupt, or is placed in liquidation or a receiver is appointed for all or a substantial part of its assets; or
ii) materially breaches the order or these sales terms and fails to remedy the breach fully within 30 days of receiving written notice of the breach from the party alleging the breach.
11 Confidentiality
Each party shall keep confidential and may not, without the prior written consent of the other party, copy or disclose to any third party the content of documents or information received from the other party in connection with the order (whether commercial, financial, or technical in nature and whether marked as confidential). Each party may only copy and use such confidential information in connection with the normal use of the Product.
12 Trade Sanctions
With respect to the fulfillment of the order, the Buyer and Seller undertake as follows: (i) to comply with any and all applicable laws and regulations that restrict trade or impose licensing requirements, including but not limited to, sanctions and export control laws imposed by the European Commission or any European Union member state, the US Treasury Department Office of Foreign Assets Control (OFAC), the US Department of State, the US Commerce Department, the UK Government; (ii) avoid actions or omissions that may violate or expose either party to penalties under these laws and regulations, including offering Products or benefits directly or indirectly to entities or individuals subject to the financial sanctions lists of the aforementioned authorities (“Sanctions Targets“).
Unless otherwise specified in Council Regulations (EU) No. 833/2014 and (EC) No. 765/2006 (as amended), the Buyer must not: (i) sell, supply, transfer, export, or re-export, either directly or indirectly, Products to Russia or for use there; (ii) sell, license, or transfer intellectual property rights or trade secrets related to the Products and technology, nor provide materials or information protected by intellectual property rights or constituting trade secrets. The Buyer must ensure that this restriction is adhered to throughout the entire supply chain, including resellers/ end users/customer, and implement appropriate monitoring mechanisms.
The Buyer must promptly notify the Seller of any issues related to compliance with the second paragraph of Section 12, including actions by third parties that may hinder compliance with Section 12, and provide requested information regarding compliance with obligations to the Seller within two weeks.
If the first or second paragraph of this section 12 is violated, or if a party becomes a target of sanctions, this constitutes a material breach of the contract. The non-breaching party has the right to pursue legal remedies, including suspending or terminating orders, and to claim compensation for the damages incurred.
13 Applicable law; Dispute Resolution
Orders and these sales terms shall be governed by laws of Finland, excluding its choice of laws principles and The United Nations Convention on Contracts for the International Sale of Goods (1980).
Any disputes, controversies or claims arising out of or related to the order, or these sales rerms, or their breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
Notwithstanding the foregoing, either party has the right to
- claim any overdue and undisputed receivables based on the order or these sales terms at the district court of Helsinki
- seek an interim injunctive relief or provisional remedy on an immediate basis from a court of competent jurisdiction if necessary to protect the party’s interests and rights.
14 Other Terms
Neither party may transfer any of its rights or obligations under these sales terms without the prior written consent of the other party. However, the Seller may transfer its rights and obligations without the Buyer’s consent if the Seller or the Seller’s assets are sold or merged. The Seller may also assign its receivables to a financial company.
If any clause in these sales terms is deemed invalid or unenforceable, it will not affect the validity of the other clauses in these sales terms. If a party does not exercise any of its rights under the order or these sales terms, or waives its right to invoke any right under the order or these sales terms Terms in any case, it does not limit the party’s right to later invoke its right in similar cases.
The Seller has the right to change these sales terms at its sole discretion by notifying the Buyer of the changes in writing within a reasonable time before the changes enter into force.