General Terms & Conditions of Sales
The following Terms and Conditions of Sale apply to all contracts and purchase orders placed with Environics oy, unless precedented by other mutually acceptable terms and conditions which have been formally accepted in writing by Environics Oy.
I – GENERAL
Agreement means the agreement between the Customer and the Company, consisting of the Order and these General Terms, as well as any appendices attached thereto. For the avoidance of any doubt, purchase terms and conditions of the Customer shall not be applicable to the Agreement unless expressly agreed to the contrary.
Confidential Information means any material and information marked as confidential or which should be understood to be confidential.
Company means Environics Oy.
Customer means the company entering into the Agreement with the Company as set out in the Order Form.
Force Majeure Event means any failure by a Party to perform its obligations under the Agreement caused by an impediment beyond its control and the consequences of which could not reasonably have been avoided or overcome by such Party. Such impediments may include, but are not limited to, acts of government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, lock-outs, industrial disputes, riots, acts of terror or specific threats of terrorist activity, transportation or energy. Strike, lock-out, boycott and other industrial action shall constitute a Force Majeure Event also when the Party concerned is the object or a party to such an action.
General Terms means these General Terms and Conditions of Sale.
Intellectual Property Rights means patent(s), petty patent(s), utility model(s), design patent(s), design(s) (whether or not capable of registration), database rights and other like protection, copyright(s), trademark(s), trade names(s), trade dress(es), trade secrets and/or any other industrial and/or intellectual property right(s) and applications, divisions, continuations, renewals, re-exams and reissues therefore.
Order means the order form for the Scope of Supply confirmed by the Company to which these General Terms have been attached to.
Party and Parties means the Company and the Customer jointly and separately.
Products means any hardware products supplied by the Company as set out in the Order.
Scope of Supply means Products, Services and/or Software supplied by the Company as set out in the Order.
Services means any consulting and other services supplied by the Company as set out in the Order.
Software means any software products not embedded into Products supplied by the Company as set out in the Order.
Unless otherwise agreed by the Parties in writing, these General Terms are applicable to the Agreement between the Customer and the Company and set out the terms under which the Company shall provide the Scope of Supply to the Customer.
3. Provision of Scope of Supply
The Company shall use all reasonable efforts to provide the Scope of Supply in a professional and diligent manner and in accordance with the Agreement. The Company may suspend any Scope of Supply provisioning due to global pandemic and/or governmental authority issued travel restrictions.
The Company shall deliver the Scope of Supply at agreed time or if no specific delivery date has been agreed on, within reasonable time from effective date of the Agreement. Unless otherwise expressly agreed in writing, the delivery times are mere estimates. The Company shall use all reasonable efforts to comply with the agreed delivery date. The Company shall inform the Customer of any delays as soon as practicable and the estimated new delivery date.
The Customer undertakes to reasonably assist the Company in Scope of Supply provision. The Customer shall give correct, accurate and sufficient information necessary for the Scope of Supply in timely manner. The Customer shall inform the Company without delay of any changes in the information given by the Customer and other circumstances relevant for successful provision of the Scope of Supply. The Customer shall be responsible for correctness, accuracy and sufficiency of the information provided by the Customer.
4. Purchase Price and Payment Terms
The purchase price is the price stated in the Order. If the purchase price for a particular Scope of Supply has not been set out in the Order or the Agreement, the Company’s price list effective at the effective date of the Order shall be applied to the Scope of Supply in question.
The purchase price shall be paid full in advance, unless otherwise agreed in written in the Order.
All purchase prices are set out without value added tax (VAT), which shall be added to the purchase prices in accordance with the then-applicable tax laws and regulations.
If the Customer is delayed for more than fourteen (14) days in its payment of an undisputed invoice, the Company shall have the right, without any liability towards the Customer, to suspend the performance of the Scope of Supply until the Customer has paid the invoice in full.
Unless otherwise confirmed by the Company all customs duties, fees, taxes and other public charges of the import country shall be borne by the Customer.
For all orders under 250€, a processing fee of 150€ is automatically added to the purchase price.
Interest on overdue payments shall accrue in accordance with the Interest Act of Finland.
5. Force Majeure
Save for the obligation to pay money properly due and owing, neither Party shall be liable for delays and damages caused by a Force Majeure Event.
A Force Majeure Event suffered by a subcontractor of a Party shall also discharge such a Party from liability if subcontracting from other source cannot be made without unreasonable costs or a significant loss of time.
A Party shall notify the other Party in writing without delay of a Force Majeure Event and the ending thereof.
Each Party shall keep in confidence all Confidential Information and shall not disclose the Confidential Information to any third party or use the Confidential Information for any purpose other than for the purpose of the Agreement.
The above mentioned confidentiality obligation shall not apply to Confidential Information which (i) was in the possession of the receiving party prior to disclosure; or (ii) has lawfully entered the public domain; or (iii) was disclosed by a third party without breach of any obligation of confidentiality owed to the disclosing party; or (iv) was independently developed by personnel of the receiving party having no access to the Information; or (v) is required to be disclosed pursuant to law, decree or order issued by competent authorities.
Each Party shall cease using Confidential Information received from the other Party promptly upon termination of the Agreement or when the Party no longer needs the Confidential Information in question for the purpose of the Agreement.
The rights and obligations set forth in this Section shall survive the termination or expiration of the Agreement.
7. Intellectual Property Rights
The Company and its’ licensors and suppliers shall continue to own all right, title and interest including, but not limited to, the Intellectual Property Rights in and to the Scope of Supply.
Unless otherwise expressly agreed in writing, the Agreement shall not give a Party any direct, indirect or implied right or license to use or otherwise exploit Intellectual Property Rights belonging to the other Party.
The Customer shall indemnify, defend and hold the Company harmless from all claims, damages, expenses, liabilities and losses, including without limitation attorney’s fees and costs incurred that in any way arise out of or relate to (a) the Customer’s and/or any of its customers or end users use or operation of the Products; (b) any personal injuries, property damages or other losses resulting or occurring from the willful or negligent acts or omissions of the Customer, its customers or end users; or (c) defects or other problems with other component parts, equipment or materials produced or supplied by anyone other than the Company and that are used with the Products.
9. Limitation of Liability
The total aggregate liability of a Party towards the other Party under the Agreement for direct expenses and damages caused by a termination or breach of the Agreement shall not exceed the amount paid by Customer for the Scope of Supply during the six (6) month period immediately prior to the Customer’s notice for the that part of the Scope of Supply that is the subject matter of or directly related to the cause of action asserted.
A Party shall not be liable for any indirect, incidental, or consequential damages such as loss of profits, revenue or business, damages caused due to decrease in turnover or production or loss, alteration, destruction or corruption of data.
The limitations of liability shall not apply to damages caused by wilful misconduct or gross negligence or to liability under Section 6 (Confidentiality).
10. Term and Termination
The Agreement shall enter into force on the date set out in the Order. Unless expressly set out otherwise in the Order, the Agreement shall remain in force until each Party has completed their obligations under the Agreement.
Each Party shall have the right to terminate the Agreement in whole or in part with immediate effect upon written notice to the other Party if: (i) the other Party commits a material breach of any of the terms and conditions of the Agreement and fails to remedy such a breach within fourteen (14) days from the other Party’s written notice thereof; or (ii) the other Party is insolvent, declared bankrupt, is put into liquidation, sells all of its assets, ends its business or it otherwise ceases with its payments.
Any termination of the Agreement shall not have an effect on rights and responsibilities under the Agreement which by their nature are meant to survive termination of the Agreement.
The Company shall have the right to use subcontractors in the performance of its obligations under the Agreement.
The Company is liable for the performance of its subcontractors as for its own performance.
Neither Party shall have the right to assign the Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party. Notwithstanding the foregoing each Party may transfer its receivables under the Agreement to a third party. The Company may transfer the Agreement and the rights and obligations hereunder to a third party to whom the business subject to the Agreement is sold or transferred.
13. Export Control
The Customer acknowledges that the laws and regulations may restrict export of the Scope of Supply. The Company shall follow all export control laws and regulations relating to the Scope of Supply.
14. End User Certification
Scope of Supply may be partially or wholly manufactured in Finland and may have been approved for export to restricted area only. The Company reserves the right to require an executed, legally binding end-user certification in a form acceptable to the Company prior to accepting any Order. The Company reserves the right to refuse or cancel any Order which it believes is not meeting the above requirement.
The Scope of Supply may not be sold or transferred in any manner to another end-user without prior written permission from a company officer of the Company, and the Company reserves the right to refuse sale or transfer of Scope of Supply to another end-users without incurring any liability.
15. Applicable law and Dispute Resolution
The Agreement is interpreted, construed and governed exclusively in accordance with the laws of Finland, without reference to its choice of law rules. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded.
The Parties shall primarily attempt to resolve any dispute, controversy or claim under or in relation to the Agreement through amicable negotiations. In the event no settlement can be reached by means of amicable negotiations, any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The arbitration shall be conducted and the arbitration award shall be given in the English language.
Notwithstanding the foregoing, the Parties shall be entitled to claim for any undisputed, due and outstanding receivables at the district court of tat party’s domicile.
16. Amendments and Waivers
No modification of the Agreement will be binding unless in writing and signed by both Parties.
A failure by a Party to insist upon the performance of any term of the Agreement, or a waiver by a Party of any term of the Agreement, shall not be deemed to be a waiver of any future right or remedy by such Party. Any waiver must be explicit and given in writing by the authorized representative of a Party.
II – PRODUCTS
Delivery term is “FCA Mikkeli, Finland” (incoterms 2010), unless different delivery term is agreed between the Parties.
2. Title and Risk
The risk of loss shall pass to the Customer upon delivery. Title to and ownership of the Product shall pass to the Customer only upon the Company’s receipt of all payments due to the Company for the Products.
3. Product software
The software in the Products will only be used as an integrated part of the Products. The Customer agrees not to distribute or otherwise use the software as a stand-alone product. The Customer agrees not to copy, reproduce, modify, reverse engineer, disassemble, decompile, otherwise attempt to derive source codes from the object code of software or damage any software or make such software available to any third party. Between the Company and the Customer, the Company or its licensor has and maintains to have title and all other rights to the software.
The Company warrants that the Products are free from defects in materials and workmanship for period of twelve (12) months from the original delivery date.
The Company shall not be liable for defects due to natural wear and tear, damage in transport, faulty use, maintenance, storage or any other circumstances beyond the Company’s immediate control.
The warranty is valid provided that the Products have been used according to given instructions and existing regulations. The warranty ceases immediately if anybody other than a person authorized and approved by the Company repairs, changes or opens the Products. The Company’s liability for defects shall be limited to the repair or replacement of the defective Products within a reasonable time at the Company’s premises and shall not extend to any on-site work or any parts, components or systems other than the defective part itself. Shipment charges to and from the Company shall always be borne by the Customer. Should the Company fail to repair or replace the defective Products within a reasonable time, the Company shall refund to the Customer the purchase price paid by the Customer for such defective Products, in whole or in part depending on the nature of the defect. No refund shall be payable with respect to the price of other parts, components or systems that may include, or may have been sold to the Customer in connection with, such defective part. All consumables and certain other items specified in product documentation are excluded from this warranty. Determination as to whether this warranty provision applies to damaged Products shall reside solely with the Company. if a Product is being returned for warranty or maintenance work, the Company requires prior approval before the Product can be accepted. The pre-service declaration form for the Products can be request from or can be filled in at http://www.environics.fi/pre- service-declaration-form/. Repaired or replaced items shall only be warranted for the remaining duration of the original warranty. All undertakings, warranties, conditions, liabilities and remedies relating to any qualities or defects in the Products other than those expressly contained herein above are expressly excluded.
The express warranties contained in this Section 4 are the sole and exclusive warranties relating to Products provided by the Company. The Company specifically disclaims any other warranties, express or implied including but not limited to warranties of merchantability or fitness for a particular purpose.
5. Technical Support
The Company has no obligation to furnish the Customer with any technical support whatsoever. Any such support is subject to separate agreement between the Parties.
III – SERVICES
The Company shall assign personnel of appropriate qualification and experience to perform the Services.
All changes and/or additions to the Services outlined in the Agreement must be agreed in writing in order to be valid, provided that the possible effects of the changes to the purchase price and the other terms and conditions of the Agreement are also agreed in writing at the same time.
IV – SOFTWARE
1. License and Use
Subject to the terms and conditions of the Agreement, the Company hereby grants the Customer for the term of the Agreement a limited, non-exclusive, worldwide, non-sublicensable and non-transferrable license to install and use the Software in one computer at the time.
In no event may the Customer copy, export, re-export, sublicense, rent, lease or use the Software in any manner inconsistent with or not expressly permitted under the Agreement. The Company shall not reverse engineer, reverse compile, or disassemble the Software.
3. Technical Support
The Company has no obligation to furnish the Customer with any technical support whatsoever. Any such support is subject to separate agreement between the Parties.
4. No Warranty
The software is provided “as is” without warranty of any kind express or implied and neither the company or its licensors nor the copyright holders make any representations or warranties, express or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose or that the software will not infringe any third party patents, copyrights, trademarks or other rights. There is no warranty by the company or by any other party that the functions contained in the software will meet the requirements of the customer or that the operation of the software will be uninterrupted or error-free. The customer assumes all responsibility and risk for the selection of the software to achieve customer’s intended results and for the installation, use and results obtained from it.