These general terms and conditions enter into force on June 15th 2013 and are subject to any subsequent changes by Graphic Concrete Ltd.
These general terms and conditions of sale (“Conditions”) shall apply between Graphic Concrete Ltd as seller (the “Seller”) and its client as buyer (the “Buyer”) in respect to the sale and delivery of Seller´s Products unless otherwise expressly agreed in writing with respect to all or part of the provisions contained herein.
These Conditions will override any different or additional terms or conditions contained or referred to in an order form or other document or correspondence from the Buyer, and no addition, alteration or substitution of these Conditions will bind the Seller or form part of any contract between the parties unless they are expressly accepted in writing by a person authorized to sign on Seller’s behalf. Seller explicitly rejects the applicability of Buyer’s (general or specific) purchasing terms and conditions or other similar Buyer´s terms and conditions.
In these Conditions the expression “Products” shall mean in particular special membrane manufactured by Seller enabling the manufacturing of graphic concrete elements but also any other products or services of the Seller.
The Buyer shall order Products by written purchase orders. All purchase orders will be accepted entirely at Seller’s discretion. Any possible acceptance by Seller will take place by means of Seller’s order confirmation (hereinafter “Order Confirmation”).
Each order that is accepted by the Seller will, together with the relevant Order Confirmation and the Conditions, constitute an individual legally binding agreement between the Seller and the Buyer and such agreement will hereinafter be referred to in these Conditions as the “Agreement”.
Delivery terms and transfer of title and risk
If not otherwise agreed, the Products are delivered under the delivery term “Ex Works Jokioinen, Finland“ (Incoterms 2010).
The delivery period and delivery date set forth in the Order Confirmation are only approximate and shall not be binding upon the Seller.
If not otherwise agreed, the Seller shall select the mode of transport and carrier.
Ownership and title to the Product shall not pass to Buyer until the Seller has received purchase price in full including all accrued default interest, charges and all other applicable costs and expences.
Prices and payment terms
Except as expressly otherwise provided in Order Confirmation, Seller´s prices are exclusive of all sales tax, value-added tax, withholding or any other kind of applicable taxes, duties, levies or charges in any jurisdictions levied in relation of the Products or the delivery thereof.
If, after the date of Order Confirmation, the raw material prices or other production costs for the Products increase or should the purchase, production, transport or any other costs relating to the Products increase due to changes in the rates of exchange, or export or import duties, custom charges, taxes on export, import or delivery or similar duties or charges increase or should new duties, taxes and/or charges be introduced and implemented in respect of the Product, the Seller shall be entitled to revise the price accordingly.
Payment shall be made by the Buyer within fourteen (14) days following the date of Seller´s invoice by means of wire transfer to the bank account mentioned in the seller´s invoice. All payments shall be made without any set-offs, withholdings or deductions.
If the Buyer is delayed with any payment the Seller shall be entitled to default interest calculated from the due date until the date of actual payment at the rate interest of eleven (11) percent p.a.
Buyer should carefully comply with all instructions given by Seller in respect of the Products. The instructions are also available from email@example.com.
In particular, it is emphasized that the membrane shall be stored in a dry, warm space protected from sunlight and that the Membrane should not be cut until just before the use of the Membrane. For the avoidance of doubt, the Seller shall not be held liable for any defect caused by noncompliance of instructions.
Warranty and seller’s liability
Seller warrants that the Products are free from defects for a period of (a) one (1) year from the date of the delivery (“Warranty Period”). During the Warranty period Seller will at its discretion repair or replace the Products which proves to be defective in material and/or workmanship provided that the Buyer has duly complied with all the instructions in respect of the Products and defect was not caused by improper use (in whole or in part) of Product.
BUYER HAS AN OBLIGATION TO PROMPTLY INSPECT THE PRODUCTS AFTER THE DELIVERY AND BUYER SHALL REFRAIN FROM ANY USE OF DEFECTIVE PRODUCTS IN MANUFACTURING PROCESS.
Limitation of liability
Seller´s liability for any and all claims arising out of or in connection with the Products and the use thereof shall be limited to direct damages only. Seller´s sole obligation and the Buyer´s sole remedy are limited to the cost of repair or replacement of the defected Product and shall under no circumstances exceed the sales price of the defective Product supplied to Buyer.
Seller shall under no circumstances be liable to Buyer or any other party for any kind of incidental, indirect, consequential or punitive damage or loss, cost or expense, including without limitation, damage based upon lost goodwill, lost sales or profit, delay in delivery, work stoppage, production failure, impairment of other goods or based on any other cause, and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise. Neither is Seller liable for any damage, costs or liabilities caused by the use of defective Product or improper handling thereof or use of the Product for any other purpose than in which the Product is intended. Warranty given hereunder is addressed to the Buyer only and is not given and may not be assigned to any third party, including but not limited to Buyer´s customer. However, in case if the Buyer is distributor of Seller´s Products, then the warranty is also given to the end user of the Product i.e. distributor´s direct customer.
Any complaint or claim regarding the Products shall be sent to the Seller without delay, but in any case within fourteen (14) days of detecting the defect and during the Warranty Period. All claims must be made in written form and it shall include sufficient evidence of the defected Product e.g. samples (suitably packaged and carriage paid) and photographs thereof.
Intellectual property rights
Subject to any right of third party(ies) all samples, specifications, drawings, models or other technical documents and other know-how of the Products or related to the production of the Products provided by the Seller to the Buyer are and shall at all times remain the sole and exclusive property of the Seller. Buyer shall not have any right to use, copy, assign such documents or know-how or disclose such documents or knowhow or any other related technical or commercial information to any third party without the prior written consent of the Seller.
The Buyer represents and warrants that all the drawings and models to be used in Products provided by the Buyer to the Seller do not infringe any intellectual property right of any third party and that there does not exist other restrictions that would prohibit the use of such drawings and models in the Products. Should the Buyer become aware of any such potential infringement or restriction, the Buyer shall notify the Seller forthwith. Notwithstanding the above the Buyer shall always indemnify and hold the Seller harmless from any cost, loss or damage arising out of any claim, demand, suit or proceedings against the Seller claiming that Products infringes upon any intellectual property right of any third party or other restriction mentioned above.
Seller shall not be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the Buyer caused by any circumstance beyond its reasonable control, including, without limitation, laws and regulations, administrative measures, natural disasters, war, terrorism, riot, sabotage, accident, epidemic, strike, lockout, slowdown, labour disturbances, currency restrictions, export or import bans, difficulty in obtaining necessary labour or raw materials, lack of or failure of transportation, breakdown of plant or essential machinery, emergency repair or maintenance, breakdown or shortage of utilities, delay in delivery or defects in goods supplied by suppliers or subcontractors.
Applicable law and disputes
These Conditions and all matters connected to the delivery are governed by and shall be construed in accordance with the laws of Finland excluding its conflict of laws principles. The application of UN convention on Contracts for the International sale of Goods is excluded. All disputes arising out of or in connection with the Agreement or delivery of the Products shall be settled in the district court of Helsinki (Helsingin käräjäoikeus), Finland as a court of first instance. This clause is for the benefit of the Seller only and Seller shall, at its own discretion, have the right to initiate legal proceedings against the Buyer in any other court with jurisdiction.