Användarvillkor

Technical Traders' General Conditions of Sale (TK Yleiset 2010 EN)

1. Scope of Application

These General Conditions of Sale relate to transactions between traders on the domestic market and apply unless otherwise agreed by the Parties.

2. Conclusion of a Sale

2.1 Offer

  • The Seller's offer is valid for the period stated in the offer. If no period is mentioned, it is valid for thirty (30) days from the date of offer.
  • All offer-related materials (pictures, diagrams, calculations, etc.) remain the property of the Seller and may not be used to the Seller’s detriment or disclosed to third parties.
  • Unless otherwise stated, the price is based on the foreign exchange rates valid on the date of the offer.
  • The offer price is based on the Buyer’s provided information and quantities. If the actual order differs, the Seller may adjust the delivery or price accordingly.
  • The Buyer is responsible for the accuracy of information related to the intended use of the goods.

2.2 Contract of Sale

  • A contract is concluded when the Buyer accepts the offer or when the Seller confirms the order or delivers the goods.
  • If the Buyer’s order differs from the offer, the contract follows the terms of the offer unless the Seller confirms otherwise in writing.
  • The Buyer must verify the accuracy of the order confirmation.

3. Seller's Obligations

3.1 Period of Delivery

Delivery period starts from the latest of:

  1. Contract conclusion date
  2. Date of required authority approval
  3. Date of deposit or advance payment
  4. Date Buyer provides necessary delivery information

3.2 Terms of Delivery

  • Unless otherwise agreed, delivery follows Finnterms.
  • Goods are collectible at the Seller’s warehouse at the agreed time or within a reasonable time if unspecified.

3.3 Liability for Risk

  • Risk transfers to the Buyer upon delivery or handover to an independent carrier.
  • If delivery is delayed due to the Buyer, risk transfers once the Seller has fulfilled its delivery obligations.

3.4 Guarantee

  • Manufacturer’s guarantee applies unless otherwise agreed.

3.5 Properties of the Goods

  • The Seller is liable for goods’ quality and properties only as expressly stated in the contract.

3.6 Delay

  • Seller must notify the Buyer of any delay, its reason, and a new expected delivery date.
  • Seller is not liable for delays caused by its suppliers.
  • Buyer cannot demand delivery if circumstances have materially changed.
  • If delay is due to Seller’s negligence, Buyer may claim compensation up to 0.5% of the delayed goods’ value per full week, capped at 7.5%.

3.7 Indirect Loss

  • Seller is not liable for indirect losses such as production loss, profit loss, or other consequential economic damages.

4. Buyer's Obligations

4.1 Purchase Price

  • The agreed price applies. If not agreed, the fair price charged by the Seller applies.
  • Seller may adjust the price per section 4.3.

4.2 Terms of Payment

  • Payment terms follow Seller’s general conditions.
  • Payment period starts from invoice date (warehouse delivery) or delivery date (ex works).
  • If payment is delayed, Seller may suspend further deliveries or require a deposit.
  • Buyer cannot claim compensation for such delays.

4.3 Adjustment of the Purchase Price

  • Seller may adjust price due to changes in exchange rates, import levies, taxes, or other public charges.
  • Adjustments apply to unpaid portions of the price as of one business day before the rate change.
  • Exchange rate at payment date is compared to offer date rate (or agreed alternative).
  • If payment is overdue, the minimum euro price is based on the rate at invoice maturity date.

4.4 Penalty Interest on Arrears

  • Interest applies from maturity date at Seller’s current rate.
  • Seller may charge reasonable collection costs.

4.5 Delayed Delivery Owing to the Buyer

  • If delivery is postponed due to Buyer, Seller may invoice based on original delivery date and charge interest and other costs (e.g., exchange losses, storage, obsolescence).

4.6 Deposit

  • If agreed, deposit must be provided before delivery.
  • Seller may later require a deposit if there’s reason to believe Buyer may default.

4.7 Complaints and Rectification of Non-Conformities

  • Buyer must notify Seller in writing of any non-conformity within eight (8) business days of delivery.
  • Seller may rectify or replace goods.
  • Buyer cannot demand replacement if circumstances have materially changed.
  • Buyer must verify delivery accuracy and product quality upon receipt.

5. Termination of the Contract

5.1 Buyer's Right to Terminate

  • Buyer may terminate if delivery differs materially and Seller fails to rectify or replace within reasonable time.
  • If goods were custom-made and delay prevents Buyer from achieving contract purpose, Buyer may terminate.

5.2 Seller's Right to Terminate

  • Seller may terminate if Buyer fails to pay substantially on time or if payment is expected to be seriously delayed.
  • Seller may also terminate if Buyer fails to fulfill contractual obligations within the imposed deadline.
  • Seller may terminate without liability if import becomes impossible or significantly more expensive due to international agreements, legislation, or authority actions.

5.3 Force Majeure

  • Seller is not liable for non-fulfillment due to natural disasters, fire, breakdowns, strikes, war, transport issues, production stoppages, or other uncontrollable events.
  • Seller may terminate the contract and is not liable for resulting losses.

6. Insurance

  • Parties are responsible for insuring goods per agreed delivery terms. Other insurance requires separate agreement.

7. Liability for Damage Caused by the Goods

  • Seller is not liable for damage from improper use, Buyer-defined materials/designs, or Buyer-specified processes.
  • Seller’s liability for direct damage is limited to the purchase price.
  • Buyer indemnifies Seller for third-party claims not covered under clauses a) and b):
    1. Damage to property
    2. Damage to Buyer’s products or products containing Buyer’s goods
  • Limitation does not apply in cases of gross negligence.
  • Claims from third parties must be immediately communicated to the other party.

8. Transfer of Title

  • Title transfers to Buyer upon full payment unless otherwise agreed.

9. Notices

  • Sender is responsible for ensuring delivery of notices to the other party.

10. Settlement of Disputes

  • Disputes should be resolved through negotiation.
  • If unresolved, disputes are settled by a sole arbitrator appointed by the Arbitration Institute of the Central Chamber of Commerce, following its rules.
  • Seller may claim outstanding debts in the lower court of its domicile.