Terms of delivery
GENERAL TERMS OF DELIVERY FOR PRODUCTS 2016
1. Contracting Parties and the Product Sales Contract
The supply agreement for product delivery and/or the order for product delivery, the received order confirmation (“supply agreement”), and these general terms of delivery for products together constitute a contract (later “contract”), with which Lapuan Piristeel Oy (“supplier”) shall commit to supplying the customer (“customer”) with their rainwater, ladder and roof safety products (“product” or “products”).
These general terms of delivery for products are applicable to all deliveries between the supplier and the customer, unless otherwise agreed in the supply agreement. These general terms shall also apply to all future supply agreements between the supplier and the customer, even though the application of the general terms shall not be expressly stated again, unless the supplier’s new general terms of delivery have been confirmed to be applicable to deliveries between the supplier and the customer.
2. Application and Order of Interpretation of the General Terms
The supply agreement and these general terms of delivery for products together constitute the package of agreements which shall be applied to product delivery. If the supply agreement and these general terms conflict, the stipulations in the supply agreement shall be given primacy.
3. Verifying the Agreement
The supply agreement becomes effective when both parties sign the supply agreement for product supply and thus verify that they accept the terms of the supply agreement, and/or when the supplier confirms the product order placed by the customer by sending the customer an order confirmation electronically or via fax.
The supplier shall be under no supply obligation due to the order placed by the customer, since in order for the supply agreement to become effective, the supplier must first accept the order placed by the customer.
The supplier has the right to check the customer’s credit history.
4. Payment Terms for Products and Consequences of Late Payment
Unless the payment terms have been separately agreed upon in the supply agreement, the payment term is fourteen (14) days net from the date on the bill. The customer does not have the right to set off the purchase price or part of it or refrain from paying the purchase price on the grounds of any complaint they have filed or an alleged counterclaim, unless the counterclaim is undisputed or has been ordered payable by the supplier under a lawful judgment.
If the customer does not pay the purchase price or part of it by the due date:
1) The supplier has the right to refrain from all product supplies under the agreements between the supplier and the customer, or to deliver products only on terms they have decided;
2) The supplier has the right to call in all of the customer’s costs not yet due to be immediately payable; and
3) The customer must pay the supplier penalty interest under the Finnish Interest Act (633/1982) for each day the payment of the purchase price or part of it is delayed from the due date.
The customer must make any remarks concerning billing within fourteen (14) days from the date on the bill.
5. Retention of Ownership
The supplier has the retention of ownership of the products until the customer has paid the purchase price in full. The customer shall store the products so that they can be distinguished from the customer’s own products and property.
6.1 Terms of Delivery
The method of delivery shall be EXW or DAP (Incoterms 2010). Products shall be delivered via the supplier’s contract freight, or via the customer’s contract freight, if separately agreed or confirmed in writing. The freight costs shall be charged from the customer upon billing according to the supplier’s contract freight pricing or the load pricing of Kuljetusliike Ojutkangas.
6.2 Delivery Time
The supplier shall do its best to deliver the products at the time stated in the supply agreement, but cannot guarantee the delivery time, unless the delivery time has been expressly agreed upon between the supplier and the customer in writing. If the products are delivered after the delivery time and the consequences of a delayhave not been expressly agreed upon, the supplier shall not be obligated to compensate for damages and costs caused by the delay, unless the reason for the delay is the supplier’s severe negligence or intent.
7. Inspection of the Products and Possible Defectiveness
Ordered products must be inspected upon their arrival while the driver of the delivery vehicle is present. If products have been damaged during transport, the damaged products shall be marked in the freight warrant. If the driver who delivered the products does not have time to wait while the products are being inspected or if the products cannot for some other particular reason be properly inspected , a reservation must be made in the consignment note, and a complaint to the supplier must be filed for possible transport damages within seven (7) days from the reception of the delivery. Remarks on product quality or defects in the delivery must in all cases be made within seven (7) days from the reception of the delivery, at the latest. After receiving the remark, the supplier must always be given an opportunity to inspect the quality of the products. The supplier shall not be responsible for damages or deficiencies in deliveries for which no complaints have been filed concerning damages or deficiencies by the aforementioned deadlines, and which the supplier has not been given an opportunity to inspect.
If a product is deemed defective and the defectiveness has not occurred due to a reason that could be attributed to the customer, the supplier and the customer shall strive to agree on a price reduction. If the parties cannot come to an agreement on the price reduction, the supplier has the right to either repair the product or products within a reasonable period of time or, according to their choice, supply a new product to replace the defective one within a reasonable period of time, or compensate the customer for the price of the defective product and the transport costs caused to the customer. If the supplier delivers a new product to replace the defective one or compensates the price of the defective product, the defective product shall remain the property of the supplier.
The customer shall be responsible for the suitability of the ordered products to the intended location. When ordering made-to-order or customized products, the customer shall be responsible for the validity of the information, such as measurements and other information concerning the manufacture of the products, they provide.
The supplier offers the products a functionality warranty of ten (10) years, which begins from the delivery date of the products. The supplier shall repair the deficiency in an inoperative and/or broken product or shall, according to their choice, supply the customer with a new corresponding product, if the product proves to be inoperative during the warranty period, or if the product breaks due to a reason which cannot be demonstrably attributed to the actions of the customer, end customer of the customer, or another third party. If the product cannot be repaired or the supplier no longer has a corresponding product in their selection, the supplier shall replace the product with the product that best resembles it. When invoking the supplier’s warranty, the supplier must always be given an opportunity to inspect the inoperative and/or broken product.
The warranty is valid only if the products have not been modified and if the customer and the end user of the products have followed the supplier’s current product maintenance and installation instructions which are available on the supplier’s website. The customer must notify the supplier in writing within seven (7) days from the reception of the delivery if these maintenance and installation instructions have not been available to the customer, or otherwise the customer shall be deemed to have received these instructions. The customer has the responsibility to provide the end user with instructions on maintaining the products correctly.
9. Limits of Liability
The products must be installed and maintained according to the maintenance and installation instructions provided by the supplier. The supplier shall not be liable for any damages to the customer, the customer’s contracting party or possible other third party that occur due to the product being installed or maintained against the maintenance and installation instructions. The supplier shall not under any circumstances be liable for consequential or other such damages to the customer.
10. Force Majeure
The supplier shall be released from the obligations defined in the supply agreement and these general terms and the obligation to pay compensation or otherwise compensate if the supplier’s breach of such obligations or the inability to fulfill them has been caused by force majeure.
Force majeure is deemed to be, for example, a natural catastrophe, the interruption of public transport, telecommunications or energy distribution, a strike, fire, the defectiveness or delay of products or services procured from or in the possession of a third party, or other reason with corresponding effect beyond the control of the supplier.
The customer is obligated to keep all the supplier’s business and trade secrets and other confidential information, which have come to the customer’s attention through the supply agreement or otherwise, secret. The obligation to maintain secrecy shall also continue after the other obligations in the supply agreement and these general terms have been fulfilled.
12. Other Terms and Conditions
The customer shall submit all the requirements, notifications and other communication concerning the supply agreement and these general terms in writing, and submit all such communication to the address, fax number or e-mail address stated in the supply agreement or these general terms or supplied later to the customer by the supplier.
12.2 Applicable Law and Disputes
The laws of Finland shall be applied to the contract.
Possible disputes concerning the contract shall be resolved in negotiations between the supplier and the customer. If the negotiations do not lead to an amicable solution, the dispute shall be handled in the first instance of the supplier’s domicile district court.