Terms of contract

ST-QL014 / 31.8.2015

1. Scope

1.1. These conditions apply to the delivery of goods manufactured by Sievi-Tools Oy (hereinafter the seller) to the buyer, if the parties have agreed on this in writing.

1.2. The documents concerning the delivery are the offer, the order confirmation and these terms of delivery.

2. Ownership

2.1. Ownership of the goods is transferred to the buyer when the purchase price as well as any default interest and collection costs have been fully paid to the seller.

2.2. The technical documents and information necessary for the manufacturing of the goods or part thereof, which the parties have handed over to each other before or after concluding the contract, are the property of the giver. The received technical documents and information may not be used without the givers consent for purposes other than those required by the contract.

3. Terms of payment

3.1. Unless otherwise agreed, 100% of the price of the goods will be paid against the invoice upon delivery or 40% when the contract enters into force and 60% after delivery.

3.2. The payment period is 14 days net from the date of the invoice, unless otherwise agreed.

3.3. If the delivery is delayed for reasons attributable to the buyer, the seller can invoice separately for the part of the order that has already been completed.

3.4. For the overdue amount, one must pay penalty interest according to section 4 a § of the Finnish Interest Act starting from the due date of the invoice. If the payment is delayed, the seller has the right to collect collection charges from the buyer in addition to the penalty interest.

3.5. The buyer must pay the invoice regardless of the complaint, unless otherwise agreed.

4. Delay in payment

4.1. If the buyer neglects his payment obligation, the seller has the right to refuse to start or continue work and to refrain from handing over the finished goods or the buyer's material in his possession until the purchase price with possible penalty interest on late payment and collection charges has been paid in full.

4.2. If the delivery of the goods is delayed due to the exercise of the aforementioned seller's right of refusal or retention, the delay shall be considered a breach of contract by the buyer.

4.3. If the buyer does not fulfill his payment obligation according to the contract within a reasonable time after the payment is due, the seller has the right to sell the goods as he sees fit. However, the seller may not unreasonably infringe the buyer's interest when selling the goods. The part of the proceeds from the sale exceeding the seller's receivables must be paid to the buyer without undue delay.

5. Delivery clause and risk liability

5.1. Unless the terms of delivery have been separately agreed upon, delivery will take place "Ex Works" in accordance with the Incoterms interpretation rules valid at the time of concluding the contract.

6. Delivery time

6.1. The delivery time and price of the goods are calculated based on the information at the time of making the offer or contract.

6.2. Calculating the delivery time starts from the moment when the buyer has delivered the necessary and sufficient material to manufacture the goods, placed a written order and fulfilled the advance payment obligation according to the contract.

7. Changes to goods after making an offer or contract

7.1. The seller reserves the right to change the delivery time and the price of the goods, if the goods are changed by the buyer after the offer or contract was made. The seller must inform the buyer in writing of the new delivery time and the price of the goods, when the costs caused by the change request and the time needed to make the changes are clear.

7.2. If the changed delivery time announced by the seller and the price of the goods differ substantially from the original agreement, the buyer has the right to cancel the contract by notifying the seller in writing.

7.3. When the buyer terminates the contract based on the clause 7.2.  the seller has the right to receive compensation from the buyer for the contractual work they have done up to that point.

8. Delay in delivery

8.1. The seller must notify the buyer without undue delay if a delay in delivery from the agreed schedule is evident due to reasons attributable to the seller. The seller must also state the estimated new delivery time.

8.2. The seller is not responsible for delivery delays caused by reasons attributable to the buyer.

8.3. The seller is not responsible for indirect costs caused to the buyer by the delay.

9. Liability for errors in technical documents and information

9.1. The seller must notify the buyer without undue delay if the technical documents and information provided by the buyer for the manufacturing of the goods are not suitable for the manufacturing of the goods as intended in the contract.

9.2. If the parties agree that the seller plans and implements the necessary mold or tool design or repairs to the buyer's technical documents and information, the buyer must check and approve the plans and changes made by the seller before starting the work. The seller has the right to change the price and delivery time of the goods due to the aforementioned measures.

9.3. The buyer is responsible for the errors in the material they have delivered, also for the aforementioned repairs and changes made by the seller and accepted by the buyer.

9.4. The buyer is responsible for ensuring that the delivered material does not violate the rights of a third party and is not subject to usage or other legal restrictions.

9.5. If the parties agree that the seller designs a product model, mold, NC programs or the like, the seller has the ownership of these delivery-related materials, unless otherwise agreed separately.

10. Liability for product defects and penalties for defects

10.1. The seller is responsible for ensuring that the goods handed over to the buyer are in accordance with the material and specifications provided by the buyer.

10.2. The seller is only responsible for a defect in the goods that occurs under the conditions required by the contract and when the goods are used correctly. The seller is not responsible for a defect caused by the structure, material or manufacturing method specified by the buyer, insufficient maintenance performed by the buyer, incorrect installation or repair, or changes made without the seller's permission, or normal wear or deterioration of the goods.

10.3. The buyer must submit a written complaint to the seller about the defect in the goods he has detected within 14 days from the delivery date. The reason for the complaint must be identified. If the buyer neglects to make a complaint within the above-mentioned time, he loses the right to submit claims based on a defect in the goods.

10.4. The parties mutually agree on the measures that the complaint may give reason to.

10.5. If the buyer, after discovering a defect or when he should have discovered it, handles the goods making the defect worse or fails to prevent the occurrence of additional damage caused by the defect, the buyer loses his right to claim a defect in the goods.

10.6. The seller is obliged to compensate the buyer for immediate damage caused by defective goods up to the purchase price of the goods or the delivery lot. The seller is not obliged to compensate the buyer for any other costs or indirect damage in addition to the aforementioned compensation.

10.7. The buyer is entitled to a reasonable price reduction based on an essential defect in the goods caused by the seller.

11. Canceling the contract

11.1. If one of the parties essentially violates the contract, the innocent party has the right to partially or completely cancel the contract in writing and demand compensation for the damage caused by the breach of contract in an amount equal to the price of the canceled part of the delivery at most.

11.2. Both parties have the right to terminate the transaction if it is likely that the other party will not be able to fulfill its obligations arising from the agreement. As an alternative to termination, one party may require the other party to post a security deposit in order to fulfill the obligations under the agreement.

12. Force majeure

12.1. A force majeure event beyond the control of the seller, such as a strike, lockout, fire or other similar obstacle, releases the seller from complying with the agreed delivery time. Lack of labor or raw materials, machinery breaking down or measures by the authorities or other similar unusual and significant reasons beyond the seller's control that cannot reasonably be foreseen also entitle the delivery time to be extended.

12.2. If the above-mentioned force majeure makes it unreasonably difficult for the seller to perform according to the contract, the seller is entitled to withdraw his offer completely or the part of the performance that has not been performed. The buyer does not have the right to claim damages based on the aforementioned cancellation.

12.3. The buyer has the right to cancel the contract if the delay caused by force majeure causes him unreasonable inconvenience or significant additional costs. The buyer's right to cancel applies only to the part of the contract that is affected by force majeure.

13. Dispute resolution and applicable law

13.1. Disagreements arising from the contract will be resolved in the seller's court or, if agreed, in arbitration.

13.2. Before filing a claim regarding the defectiveness of the goods or bringing the matter to arbitration, the parties may request an opinion on the defectiveness of the goods from a goods inspector appointed by the Chamber of Commerce. 
The goods inspector's expenses are divided in half between the parties.

13.3. Finnish law applies to the resolution of disagreements.