General purchase conditions
1 Introduction
These general purchasing conditions shall apply to purchases made by Pimatic Oy – hereinafter called the Purchaser – to the extent they are not cancelled or altered by written agreement between the parties. The seller’s – hereinafter called the “Seller” – general delivery conditions apply – in full or in part – only to the extent they are explicitly confirmed by the Purchaser in the order. The agreement referred to in these purchasing conditions shall mean the agreement of which these conditions form an integrated part. The Seller is obliged to follow the Purchaser’s ‘Dacke Code of Conduct’ document.
2 Price
The Purchaser shall, in addition to the agreed price, pay the value added tax as prescribed by law. Fixed price without index-linking shall apply unless otherwise agreed in writing.
3 The scope of the delivery
The Purchaser’s payment liability covers only the type and quantity of goods specified in the Purchaser’s order. Claims for payment for additional or alteration work will only be approved if the Purchaser has stated in writing that the work may be carried out for extra payment. Additional and alteration work does not entitle the Seller to extension of the delivery period, unless a written agreement thereon is made in advance.
4 Liability for design and copyright
The party who supplied information and designs is responsible for the correctness of the same. The approval of the other party does not constitute exemption from this responsibility. However, the Seller is responsible for alterations to the Seller’s design proposed by the Purchaser and approved by the Seller unless the Seller before the manufacture commenced has made in such approval a written reservation against such alterations.
All drawings, models and other technical documents, handed over by a party, remain the property of that party and must not without such party’s consent be used by the other party or reproduced or brought to the knowledge of a third party save as where necessary for the purposes of the tenders and delivery hereunder. Any tools, patterns, dies, moulds, fixtures, drawings, or any other forms of intellectual property rights in all drawings, specifications, data and artwork furnished to the Seller by the Purchaser, and fully paid for the Purchaser shall be the property of the Purchaser and subject to removal by the Purchaser upon completion of this contract, and shall be used only in fulfilling the contract and held by the Seller in safe custody and its own risk and maintained and kept in good condition by the Seller until returned to the Purchaser and shall not be disposed of other than in accordance with the Purchaser’s written instructions.
The Seller shall indemnify, defend and hold the Purchaser harmless from and against any and all claims, actions, damages, liabilities, losses, costs, suits or expenditures arising, directly or indirectly, from any infringement or alleged infringement of Intellectual Property Rights of third parties attributable to products and services or any use thereof by the Purchaser.
5 Cancellation
The Purchaser is entitled to cancel its orders of goods that have not been supplied, if the Purchaser in accordance with its prevailing contract has cancelled the contract with his customer or the latter becomes insolvent.
In case of cancellation in accordance with the first paragraph, the Purchaser shall compensate the Seller for the direct costs occurred to the Seller for the cancelled goods, if and to the extent the Seller cannot obtain compensation for such costs by selling the goods to another party or in some other manner.
6 Delivery date
The agreed delivery date must be strictly adhered to. For partial delivery or delivery in advance, the Purchaser’s written consent is required.
If the Seller has reason to assume that delivery may be delayed, the Purchaser must be informed thereof immediately in the quickest possible manner, where after a written confirmation thereon must be sent (preferably by e-mail) by the Seller to the Purchaser and a justification for the delay provided. At the same time it must also be stated how long the delay is expected to last.
Unless the parties have agreed on stricter consequences in writing, the Purchaser is, if a delay takes place, entitled to a penalty for delay which for each week or part thereof amounts to 2% of the sum of the order, but totally no more than 15% of the same. Unless otherwise agreed by the parties in writing, after 4 weeks delay the Purchaser is entitled to cancel the purchase in full or in part.
The agreed delivery term shall be considered to run from the date on which the agreement was made. The delivery date will be considered to have been adhered to if the Seller, delivers the goods on the agreed date to the agreed place.
7 Delivery clauses
Delivery clauses (EXW, FCA, FOB, CFR, CPT, CIP, DAP, DAT, DDP, etc.) shall be interpreted in accordance with Incoterms 2020.
8 Packing and marking
Packing shall be carried out in such a way that it protects the goods from damage and decline in value during transport to the Purchaser’s warehouse and during a reasonable period of storage in a manner suitable for the purpose. Furthermore, the packing shall be such that normal transport insurance gives the Purchaser compensation for the damage occurred to the goods.
Marking of the goods shall be carried out in accordance with the Purchaser’s instructions, which do not, however, limit the Seller’s liability for ensuring that the goods are also marked in accordance with their properties as regards fragility, weather resistance, etc. Goods must be clearly identifiable, and the content must be evident and listing Purchaser’s each product code and purchase order number without opening the package.
Packing list must show the Purchaser’s order number, the Purchaser’s product code, the quantity and partial/complete delivery.
9 Transport and receiving
The Seller shall in good time before the delivery provide the Purchaser with the necessary information on the transport and receipt of the goods. If the delivery contains dangerous goods in accordance with the Act on Transport of Dangerous Goods (719/1994), the Purchaser must be informed thereof separately.
10 Quality
All goods delivered by the Seller shall
– confirm with the requirement of the agreement;
– be fit for the stated purpose; and
– comply with the relevant legislation as well as applicable standards, type approvals and safety regulations.
In addition, the manufacturing process and the raw materials used in the production of the goods shall comply with given specifications, product leaflets, drawings and samples. When working in the Purchaser´s premises, the Seller must follow the Purchaser´s safety regulations.
11 Guarantee
Warranty for the products is 24 months from taking into use, not however longer than 36 months from delivery.
12 Limitation of liability
The Seller shall hold harmless and indemnify the Purchaser for all liability arising out of product liability legislation, if such liability is based on properties of the goods delivered by the Seller.
Neither Party shall be liable to each other in contract for any indirect, consequential or incidental cost, damages or expense, except relating to intellectual property rights, breach of confidentiality, or intentional misconduct or gross negligence.
13 Liability for defects
The Seller shall be responsible for defects that have been present in the goods at the time they were delivered to the Purchaser in accordance with the agreement, even if the defect is detected later.
If the Purchaser demands that the Seller shall repair notified defects, the Seller must respond to the complaint within 48 hours of the Purchaser sending the complaint. The Seller shall bear all costs connected with the repair of such defects. If the defect is detected during the guarantee period, the guarantee period shall be extended by the period during which the goods as a result of the defect cannot be used for their intended purpose. For a repaired or replaced part, a new guarantee period shall apply for the same period of time as for the original part.
The following defects may be repaired by the Purchaser without affecting the Seller´s guarantee responsibilities:
- a) minor defects
- b) defects that the Seller cannot or does not promptly repair
- c) any other defects in particularly urgent cases
The Purchaser must give the Seller an advance written notice that he intends to repair the defect in accordance with this clause. If the Seller is responsible for defects in the goods, he is also liable to pay compensation for any cost, loss, damage and expenses that occur as a result of the defect. The Seller shall credit the value of the material to be Buyer if the material used was Buyer’s property.
14 Liability Related to External Workforce
The Seller shall be liable for the provision of all information required in the Finnish law on the requirements in the use of external workforce (Finnish Act on the Contractor’s Obligations and Liability when Work is Contracted Out 1233/2006, as amended) to the Purchaser without specific request. In particular, the Seller shall provide the certificates stating how the social security of the workers posted after the start of the work described in the Agreement is determined before the posted workers in question start their work. If the Seller does not provide said information or has not fulfilled obligations as set forth above, the Purchaser shall be entitled to terminate the Agreement forthwith with immediate effect. The Seller shall recompense any payment of omission imposed on the Purchaser arising from the Seller’s failure to provide information and/or fulfil its obligations under this requirement.
15 Payment
The agreed payment term will commence when the Purchaser has received both the delivery as per the parties´ contract and a correct invoice. Term of payment is 90 days net unless other term has been mutually agreed. If payment is not made promptly, penalty interest will be payable in accordance with the Interest Act in force at the time. If the Purchaser has a justified claim against the Seller as a result of the purchase, the Purchaser may withhold an equivalent amount from its payment.
16 Subcontractors
If the Seller intends to use subcontractors, the Purchaser must be informed thereof in writing. For components that the Seller acquires from subcontractors, the same conditions apply as for the rest of the order. If it is stated explicitly in the order which subcontractors are to be used, this information is binding for the Seller.
17 Insurance
The Seller shall have a customary, adequate third party insurance covering losses arising from defects in the goods. The Seller shall, at the request of the Purchaser, send the Purchaser proof of such insurance.
18 Commercial documentation
The Purchaser’s order number must be stated in all correspondence. This must also appear on the invoice and on the delivery note, which must always accompany the delivered goods. If the goods are delivered without a delivery note, extra costs may arise for the Purchaser, which costs must be compensated for by the Seller.
The scope of the commercial documentation in other respects will be stated in the order.
19 Trade sanctions
The Parties undertake to comply with any and all laws and regulations applicable to the Seller and the Purchaser with respect to any action taken pursuant to either prohibiting or otherwise restricting trade with any individual, entity or jurisdiction, or imposing licensing requirements on the same, including without limitation financial sanctions, trade embargoes and export controls. The Parties undertake not to take any action, or make any omission, that could cause any party to be in breach of, or otherwise be exposed to any restriction or penalty pursuant to, or suffer any adverse consequences of any kind arising directly or indirectly from, any Sanctions and Export Control Laws, including without limitation making any equipment or any item incorporating the equipment or technology, data or documentation available for the direct or indirect benefit of a person subject to financial sanctions.
20 Grounds for relief (force majeure)
Either contracting party shall have the right to receive a reasonable extension to the time of delivery, if it is prevented by acts of war, export or import prohibitions, natural catastrophes, interruption in energy distribution or other equally significant and exceptional reason.
21 Environmental aspects
When designing a product and choosing materials, manufacturing methods and packaging, the Seller shall take appropriate regards to environmental aspects. All vendors must follow REACH and RoHS norms and regulations.
22 Conflict minerals
Measures must be taken to ensure that the usage of conflict minerals is avoided. The seller must display due diligence in maintaining a responsible supply chain.
23 Applicable law
The agreement and these general terms shall be governed by Finnish law. In addition, the Seller undertakes to comply with all applicable laws including but not limited to export controls legislation and to inform the Purchaser of any resale or re-export restriction affecting the goods or services (e.g. U.S. content, dual-use or military content). If, at any time, any new law or regulation renders the performance of its duties impossible or illegal for the Purchaser, the Purchaser shall be entitled to cancel the order and terminate the relationship without any liability to the Seller.
24 Disputes
Disputes shall preferably be settled by mutual negotiations and agreement. However, any dispute or controversy shall (unless otherwise stated in such agreement) be finally settled by arbitration in accordance with the Rules of Arbitration of the Central Chamber of Commerce of Finland. The arbitration proceedings shall take place in Finland in Finnish.
25 Validity
These conditions shall apply as of 2022-04-01 and until further notice
