SAFETY REFLECTOR FINLAND OY’s (Seller) GENERAL DELIVERY CONDITIONS
Unless otherwise separately and in writing agreed upon by the parties the following conditions shall apply in preference to all other conditions.
1. Acceptance This delivery content goods described in the Delivery note. Buyer is obliged to check the delivery of goods and delivery address listed in the Delivery note – after which the Buyer is required to express his acceptance to Seller by e-mail.
2. Prices and Terms of payment Prices payable are those set forth in the Sellers latest price lists excluding VAT, custom taxis or similar costs. Prices shall be quoted in Euros Ex Works Vantaa, Finland (Incoterms 2010).
Payment term is CAD. The payment will be affected when the goods are ready for transportation. Invoice will be sent to Buyer by e-mail minimum at the same time as the goods will be ready to be delivered.
Should the Buyer not have settled an invoice within the agreed time, the Buyer shall be liable from the day on which payment was due to pay penal interest of sixteen (16) per cent (annual) on the amount of each late paid invoice to the Seller. In case of late payment, the Seller may, after having notified the Buyer in writing, suspend all deliveries until he receives payment.
3. Delivery time Goods delivered in bulk from stock/Vantaa are ready for transportation approx. within 2 days. Delivery time for made to order bulk goods depends of the line in production but is generally 2-3 weeks. The delivery time is confirmed after an order.
Delivery time for retail ready reflectors depends of the needed volume. Volume retailers are advised to place their orders 3 months before required delivery date.
4. Order Confirmation will be sent within appr. two (2) working days.
5. Delivery documents and package Delivery documents, i.e. delivery note, packing receipts and invoice, shall be issued in accordance with the Buyer’s instructions.
Single packed Goods shall be marked according to EN13356. Goods that are delivered in bulk shall not be distributed by the Buyer in EU in any other way than instructed by the Seller; packed in single packages marked according to EN13356 requirements.
6. Terms of deliveries shall be interpreted in accordance with Incoterms 2010.
7. Confidentiality The Parties agree that they will not use or disclose to any person any confidential or proprietary technical or commercial information received from the other.
8. Obligation to notify The Seller shall notify the Buyer of possible disruptions that have occurred or are anticipated which may jeopardize a contracted delivery.
9. Inspection of Goods, quality etc. The Buyer shall examine the Goods and make possible claims at latest fourteen (14) days after receiving the Goods. If reflector, imprint or single packaging is defective, the Goods will be replaced at the cost of the Seller. Notable: minor scratches on reflectors are the nature of this product, they do not affect to the performance of the reflector, cannot be avoided and are not accepted as a default.
Goods shall meet the requirements and specifications stated in the demands of commercial or good technical practice. The Seller shall, at the Buyer’s request, arrange for the Goods to be supplied with certificate of origin declaration of conformity.
10. Goods labeling Shipments shall contain the following information: order number, how many cartons it is per order, total weight per order, the shipper, possible given supplier code, contact person, mobile phone number.
11 Industrial Property Rights The Buyer acknowledges that the Seller have trademarks, trade names, domain names, design, knowledge or other intellectual property rights related to the Goods. The Buyer is allowed and shall use the Sellers trademarks, brand names and Product names or other symbols in packaging, marketing and selling the Goods. However, this right is only for identifying and advertising the Goods. The Seller may give further instructions of the use of the Sellers intellectual property rights and symbols.
The Buyer agrees not to register, nor to have registered, any trade marks, company names, trade names, internet domains or any other symbols (or confusingly similar) of the Seller.
The Seller may provide the Buyer with material regarding the Goods, such as marketing, advertising and exhibition material, technical specifications, samples, and other material. The title of such material shall remain with the Seller. All intellectual property rights of such material are and shall remain with the Seller.
12. Amendments and/or Additions to a Purchase Order shall be valid only after notification thereof from the Buyer.
13. No Waiver No waiver by either Party of any breach of any term or condition by the other shall be deemed a waiver of any other breach whether of the same or any other provision, nor shall any delay or omission on the part of either Party to exercise or avail itself of any right that it has or may have operate as a waiver of any such breach.
14. Force Majeure Neither the Seller nor the Buyer shall be held responsible for any losses resulting if the fulfillment of any terms or provisions of this Delivery is delayed or prevented by any cause not within the control of the party whose performance is interfered with and which by the exercise of reasonable diligence said party is unable to prevent.
15. Liens, Claims and Encumbrances The Seller warrants that all goods supplied under this Delivery will be free of all liens, claims and encumbrances of any kind.
16. Termination of Order The Buyer may terminate this Delivery and be relieved of payment for any consideration to Seller, should Seller fail to perform the covenants contained herein at the time and in the manner prescribed.
17. Ethical Standards The Seller shall ensure that all aspects of its business are conducted to the highest ethical standards of business conduct. The Buyer reserves the right to, with immediate effect, cancel his Order, should the Seller or any third party contracted by the Seller violate these ethical standards, Examples of violations are: child labor, human rights violations as well as serious negligence of environmental aspects during any production process.
18. The Parties Hereby Acknowledge That this Delivery and any attachments hereto incorporated herein by reference, contains the entire agreement between the parties.
19. Disputes and Applicable Law The contract resulting from this Delivery shall be governed by Finnish Law. The Parties shall endeavour to settle any disputes arising from this Agreement by negotiations. Should this fail, the dispute shall be submitted to arbitration by one arbitrator and finally settled under the rules on arbitration of the Helsinki Chamber of Commerce. The arbitration shall be conducted in English in Helsinki, Finland.