SCOPE OF APPLICATION
These Terms of Delivery shall apply to any retail of components and equipment between Ouman Oy and the customer, unless other agreements are signed (excluding deliveries involving customised products or deliveries that involve a significant amount of installation).
PRICING
Pricing is based on Ouman Oy’s pricelist valid on the day the order is placed. All prices are indicated without value added tax. The taxes are calculated according to the prevailing legislation. In the event that any changes take place in payments related to customs, freight, VAT or other general payments before the date of delivery, the seller shall have the right to adjust the pricing of the articles in the same proportion as the changed pricing or payments have impacted the price of the articles.
OFFER
The price indicated in the offer is a net price for a given unit (excluding VAT) for the indicated quantity located in the seller’s warehouse. Any offer provided by the seller is binding and valid for 30 days, unless otherwise indicated. If the seller’s offer is subject to goods still remaining unsold at the time of buyer’s order, the goods can be sold to a third party during the period of the offer and the seller does not guarantee that there is stock.
AGREEMENT
An agreement is formed between the seller and the buyer once the parties to the agreement have signed a written agreement (Procurement Agreement); the buyer has, in writing or verbally, agreed a binding agreement (order), or the seller has, in writing or verbally, confirmed an order, which is not based on an offer or differs from an offer, per se (order confirmation).
DIAGRAMS AND DESCRIPTIONS
Any price, measurement, weight and performance-related information indicated in descriptions, figures, diagrams, lists and pricelists are provided without guarantees, unless the offer specifically refers to such information. Any drawings and technical documents required for the manufacturing of the goods or their components, delivered, prior to or after entering into an agreement, from one party to another party to an agreement, shall remain in the possession of the supplier. The recipient shall not have the right to use, duplicate, deliver or otherwise provide any related information to a third party.
TERMS OF DELIVERY
The terms of delivery is FCA (Incoterms 2010), unless other agreements are signed.
PACKAGE
Any prices indicated in the pricelists and catalogues refer to unpacked goods.
DELIVERY TIME
The seller shall deliver the goods as agreed. In the event that no delivery time is agreed upon, the seller shall deliver the ordered products immediately, or as soon as stock is available. In the event that the seller has receivables due from the buyer, the seller, after informing the buyer, shall have the right to delay agreed deliveries until due payments are remitted. In such event it is considered that the agreed delivery time is delayed accordingly, and the buyer shall not have the right to make claims related to such delay. The goods are considered to be delivered once they are dispatched or reported as ready for delivery and the buyer is contractually obligated to retrieve the goods from the seller or from a location indicated by the seller.
DELAY NOTIFICATIONS
The buyer and the seller must immediately inform one another in the even that a delivery or reception of delivery may be delayed. Once either party receives notification of a delay, they must immediately inform the other party, stating the reason for the delay and the estimated new delivery date.
DELIVERY AND INSPECTION OF GOODS
Liability for risk is transferred to the buyer upon delivery of the goods. The goods must be equipped with a delivery note. Upon receiving the delivery, the buyer must confirm that the delivery is in accordance with the order and the delivery note and free of external damages. The goods must be appropriately inspected by the buyer once more before commissioning, mounting or installation. Any reclamation related to quantities or type of goods shall be done in writing within 8 business days of receipt of goods. Failure to do so will void the buyer’s right to claims related to deficiencies or inadequacies.
FORCE MAJEURE
The seller is not obligated to fulfil their contractual obligations in the event of a force majeure, or if the fulfilment of the contractual obligations would require sacrifices that are disproportionate in terms of the resulting benefit to the buyer. In the event that the force majeure ceases within a reasonable timeframe, the buyer shall have the right to demand the seller to meet their contractual obligations. In the event that the manufacturer or supplier, who the seller has procured the goods from, neglects their contractual obligations, resulting in a delay in a delivery by the seller, the seller shall not be liable for damages incurred by the buyer in such event. If the seller is affected by a force majeure described herein, the buyer shall not have the right to demand a new delivery to replace defective goods. In the event that the fulfilment of contractual obligations within a reasonable timetable is impossible due to a force majeure, both parties to the agreement shall have the right, without incurred liability, to terminate the agreement by notifying the other party in writing.
PAYMENT
Payment term begins from the date of the invoice. In the event that a payment is delayed, the buyer shall be liable to pay interest on overdue payments according to the current interest rates applied by the seller, as well as any costs resulting from the recovery of overdue payments.
WARRANTY
The seller provides a 24-month warranty for the quality of the materials and workmanship of all delivered goods. The warranty period begins on the date of purchase. In the event that material or workmanship defects are detected and the goods are sent, without delay or no later than by the end of the warranty period, back to the seller, the seller agrees to address the defect at their own discretion either by repairing the damaged goods or by delivering a new, defect-free goods, free of charge, to the buyer. The buyer is responsible for the costs resulting from delivering the goods to the seller for warranty repairs, while the seller is responsible for the costs resulting from returning the goods to the buyer. The warranty shall not cover damages resulting from accidents, lightning, floods or other natural events, normal wear and tear, inappropriate, negligent or unusual use of the goods, overloading, incorrect maintenance, or reconstruction, alteration and installation work which is not carried out by the seller (or their authorised representative. The buyer shall be responsible for selecting material of equipment susceptible to corrosion, unless other agreements are signed. In the event that the seller alters the structure of their equipment, they shall not be obligated to make similar changes to previously procured equipment. The validity of the warranty requires that the buyer has fulfilled their contractual obligations related to the delivery. The seller shall provide a new warranty for goods replaced or repaired under the original warranty. However, the new warranty shall only be valid until the expiration of the warranty period of the original goods. For any repairs not covered by the warranty shall be subject to a 3-month maintenance warranty covering the material and workmanship.
INDIRECT DAMAGES
The seller shall not be liable for any indirect damages incurred by the buyer as a result of delays or inadequacies related to the delivery. Furthermore, the seller shall not be liable for indirect damages resulting from a defective product in the event that the defect is caused by damages indicated in the warranty section as not covered by the warranty. Subject to the terms of the product liability insurance, the seller’s insurance company shall reimburse any indirect material damages or physical injuries resulting from a defective product, provided that the defect could not be discovered at the factory under normal testing conditions.
RETURNS
The transaction is binding and irreversible, and the seller shall not be obligated to accept any product returns. In the event, however, that the seller as explicitly agreed to a return, any goods delivered under this agreement shall be received and reimbursed up to 70% of the retail price. Such goods can only be received and reimbursed in the event that they are returned in the original packing and condition.
NOTIFICATIONS
The sender is responsible for ensuring that notifications sent to the other party are delivered.
OWNERSHIP
The ownership of the goods is transferred to the buyer upon remittance of the entire purchase price.
DISAGREEMENTS
Any disagreements resulting from the agreements and their terms should be primarily resolved through bilateral negotiations. In the event that the disagreement cannot be resolved, the disagreement shall be resolved through arbitration in Finland according to current legislation. The arbitration court consists of one (1) member.
