1. SCOPE OF AGREEMENT
The terms and conditions of this Agreement will apply to purchase (”Contract”) of solutions, machines, equipment, components and accessories (”Products”) between Bierkuhl Oy (”Seller”) and customer (”Buyer”), except to the extent otherwise agreed in writing.
2. QUOTATION AND CONTRACT AGREEMENT
The Seller’s quotation will expire automatically on the date specified in quotation. If no expiration date specified, quotation expires in 30 days from the date the quotation was made.
For immediate in-stock quotations, the stock may be offered for sale to a third party during the period the quotation is valid.
The prices given in quotation are based on the currently valid pricelist, legislation and regulatory provision. The Seller reserves the right, to increase the price of the Products to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (including, but not limited to, significant increase in the costs of labour, materials or other costs of manufacturing, or changes in legislation, taxes or any other regulatory provision).
A Contract is deemed to have been established when the parties have signed a written contract, the Buyer has approved a Seller’s quotation in writing, or the Seller has confirmed in writing an order of Products from a Buyer, which is not based on a quotation.
3 DELIVERY AND RECIVING OF GOODS
The Seller delivers the goods by placing them at the disposal of the Buyer at the named place at the agreed time of delivery. (Ex Works Mikkeli)
Complaints regarding the delivery, must be made in writing within eight (8) working days from the date of delivery.
The Buyer has no right to refuse to receive a partial delivery of goods, unless otherwise agreed in writing.
The Buyer takes delivery, when the Seller has placed the goods at his disposal at the named place at the agreed time and the Seller communicates to Buyer that the goods are ready for delivery.
The Buyer pays the costs and bears the risk of loss of or damage to the goods after the delivery.
4. TIME OF DELIVERY
Unless the time of delivery has been separately agreed upon, the Seller may set the time of delivery.
If the delivery by the Seller is delayed or fails, the Buyer is not entitled to compensation from the Seller for any consequential damages.
If a manufacturer or anyone from whom the Seller purchases the Products, has not fulfilled his agreement obligations, and the delivery by the Seller is delayed or fails due to this, the Seller shall not be obliged to compensate the damage possibly incurred by the Buyer due to this.
5 PRICE AND CATALOGUES
The price cited in Seller’s price-lists, catalogues and quotations is the net price as per specified unit of the agreed amount, excluding Value Added Tax (VAT), from the Seller’s stock, unless separately informed in writing.
The prices cited in Seller’s price-lists, catalogues and quotations are applicable for unpacked goods, unless separately informed in writing. Packaging and shipping costs will be billed separately upon delivery.
If there are changes in customs, freight charges, Value Added Tax, or other general transportation cost due to any regulatory causes or legislation changes or interpretations, the Seller has a right to adjust the price of the goods in as much as said changes in prices or additional costs have affected the price of the goods.
All information on price and technical data presented in Seller’s price-lists and catalogues, shall be submitted without obligations and may be changed without prior notice. The Seller delivers Product data to the Buyer on request.
6 TRANSFER OF OWNERSHIP
Ownership of goods is transferred to the Buyer upon payment of the entire price.
7. CURRENCY CONDITIONS
Some of the prices are of the full amount (100%) bound to the invoicing currency of Product manufacturer or supplier. Unless the quotation or order confirmation specifies the Product reference rate or the date of the reference rate, the date of the Contract agreement is used as the date of the reference rate.
If changes in the exchange rate are more than plus or minus two percent (+/-2%), the Seller is entitled to price adjustments.
Payment term for invoicing customers is 14 days (net). Other Buyers cash on delivery, unless separately agreed.
Rate of interest for delayed payment is 18%.
Complaints regarding the invoice, must be made within eight (8) working days from the date of invoicing.
9. PRODUCT FEATURES
The Seller warrants that the Product complies with the information given by the Seller regarding product type, quantity, quality, packing and other features. The Seller does not warrant that the Product is suitable for the Buyer’s intended use of it.
By receiving the Product from the Seller, the Buyer agrees that the introduction and use of the Product may require special expertise or caution.
Before taking the Product into use, the Buyer commits to ensure careful, appropriate and safe use of the Product, proper inspection of the Product and careful examination of operating instructions.
Seller’s warranty covers only design, raw material and manufacturing defects up to Product price written in Contract agreement. Warranty applies only defects reported by one (1) year from the delivery, and by no means later than two (2) years from the start of the warranty period. The buyer is not entitled to any compensation from the seller for any indirect or consequential damages caused by defected Products.
Seller’s warranty is given on the condition that any instructions of Seller relating to the Products are strictly complied with.
All warranty shall not apply to Products that have been subjected to misuse, neglect, accident, damage, improper installation, use, maintenance or storage, overloading or goods altered or repaired by anyone other than Seller or its authorized representative. Where goods have been processed in any manner by anyone other than the Seller, the warranties expressed hereunder shall be limited to the goods in their unprocessed condition.
Buyer shall notify Seller in writing with a full description of the defects if the Product fails to comply with Seller’s warranty within two (2) weeks after the Buyer learns of the defects. If there is any doubt that the defect might cause additiona damage, the use of the Product must be stopped immediately.
If it turns out, that there is no such defect that the Product would fail to comply with Seller’s warranty, the Seller is entitled to compensation to cover the possible expenses of the false failure report.
The Seller is not obligated to accept cancellation of any orders. Cancellation of agreed in-stock products can be reimbursed up to maximum eighty (80) percent of the Product prize. The Seller will not accept the cancellation of Products specifically purchased or manufactured to the Buyer’s specification.
Post delivery can be cancelled if it’s value is minor compared to total value of the order.
12. RETURN OF PRODUCTS
Return of Products must be approved by the Seller before the return. Only approved returns are handled by the Seller and they must include copy of Seller’s invoice or packing list and Buyer’s note with description of reason for return and name of the Seller’s representative that have approved the return.
Returned goods may be accepted and the value thereof reimbursed only in original package and condition, including all accessories, operating instructions etc.
Returned Product is primarily replaced with new product, only secondary reimbursed.
Expenses caused by the return are taken care by the Buyer and those are not reimbursed.
13. FORCE MAJEURE
The Seller is not obligated to fulfil the Contract if an natural catastrophe, acts of public authorities, fire, machinery damage or a comparable disturbance, strike, lockout, war, mobilisation, embargo on exports or imports, lack of transport equipment, cessation of manufacture, interruption of traffic or other impediment beyond the vendor’s control prevents the delivery of goods.
Moreover, the Seller is not obligated to fulfil the Contract if there is agreed change in Contract content or an impediment issued by the Buyer or any other third party.
Moreover, if fulfilling the Contract would call for sacrifices that are unreasonable in comparison with the advantage to the Buyer, the Seller is not obligated to fulfil the Contract.
Primarily the parties to the Contract should settle disagreements concerning contracts and regulations thereof. The laws of republic of Finland shall govern these conditions of delivery. In case a settlement cannot be reached, the matters in dispute shall be resolved in the Mikkeli District Court.
15 OTHER TERMS
Buyer warrants that it will comply with all applicable sanctions of EU, Finland or the country from where Product originates, and that the Products or any related product data per received from the Seller are not exported, re-exported, transferred, used or provided directly or indirectly to any country, or legal or natural person in violation of the sanctions.
Unless otherwise agreed in writing, the buyer is responsible to organize seller products and related waste re-use, circulating and other waste management and the costs related. Seller is responsible of delivered product packing material re-use obligations in Finland
The purchaser has no right to postpone the supply contract obligations to third party without the seller’s prior written agreement.
Seller prohibit the use of its products in life support machines, airplanes and nuclear power plants without the prior written agreement of the seller. Buyer is responsible for all consequences if buyer does not meet the terms of the prohibition.