General terms and conditions for business customers by AICCI

Valid from 1 September 2022

These terms and conditions of contract and delivery apply to the delivery agreements established between AICCI Ltd and the business customers, unless otherwise agreed up-on in writing. “Goods/Products” means standard products from AICCI Ltd’s range, as well as customer-specific products. Under these terms and conditions, AICCI Ltd is referred to as AICCI and the customer is referred to as the Buyer. “Party/Parties” refers to both above.

The price of the Products is communicated when requested by the Customer and is indicated on the Price List or to the Seller’s offer. Invoicing will be based on the price stated in the Order Confirmation, which can also be a Proforma Invoice. All prices are expressed in euros, exclusive of VAT.

AICCI reserves the right to change its prices at any time.
The final price will be determined by the INCOTERM agreement applicable to the Buyers, which will determine the distribution of logistics and administrative costs between the Parties.

In the event of an order to a country other than Mainland Finland, the Buyer is the importer of the Product(s) concerned. The Buyer may have to pay customs duties or other local charges, taxes or import duties or state taxes. The Seller will not be liable for these duties and taxes.

They are the sole responsibility of the Buyer, both for declarations and for payments to the competent authorities and bodies of the country of destination.

If the Buyer changes the order or if there is a delay in the delivery and/or services by the Buyer or a third party engaged by the Buyer, the Seller has the right to increase the agreed price corresponding with the accrued costs.

Prices include Seller’s standard package. Other packaging and transport pallets, as well as any other costs related to transport and delivery, will be indicated in the offer separately.

All offers made by the Seller are valid for the period stated in the offer. If no period of validity is specified, the offer is valid for 14 days from the date of the offer.

The purchase order becomes binding upon a written or electronic Confirmation of the Order by the Seller.
The binding confirmation may also take the form of an invoice or a delivery note.

The Seller’s performance obligations appear from the Order Confirmation and shall only include the specified parts, products, and services. The technical information of brochures and other public material is binding on the Seller only if these are part of the Agreement between the Parties.

All technical descriptions and documents related to the manufacture of the Products or part thereof that one Party has provided to the other Party before or after the confirmation of the Sales Agreement shall remain the property of the Supplier. The receiving Party shall not use, copy, reproduce, disclose, or otherwise disclose such information to any third party without the other Party’s consent.

a) Intellectual property relating to the Seller’s range of standard and customised products:

The labelling of the Product may not be removed, altered or damaged. All Intellectual Property Rights shall remain with Seller or applicable third-party title holders and shall not be transferred to Buyer.

b) Products manufactured in accordance with the design, plan or specification supplied by the Buyer:
The Buyer shall be responsible for the information on the material supplied and shall compensate the Seller for any damage or loss which the Seller may suffer as a result of incorrect or incomplete information.

Buyer shall indemnify Seller for any damages and losses that Seller may suffer from any claim against Company for actual or alleged infringement of a third party’s intellectual property rights arising out of or relating to the use by Seller of such drawing, plan or specification.

Unless otherwise agreed by the Parties, delivery will take place EXW Muurame.
Add. AICCI Ltd, Punasillantie 33, 40950 Muurame, FINLAND (INCOTERMS 2020):

Delivery is considered to have been taken place when the Goods are available to the Buyer ready for loading onto the means of transport chosen by the Buyer; and
Buyer shall be responsible for the transportation and
insurance of the Products, even if such transportation and insurance has been arranged by Seller; and
Buyer is fully and solely responsible for clearing the products for import and paying any applicable local taxes or import duties; and
Buyer shall, at its own risk and expense, obtain all import or other official authorisations and complete all customs formalities for the importation of the Products and, if necessary, their transit through another country.

Delivery will be made in accordance with the order confirmation. If no delivery period is indicated in the order confirmation, delivery will take place as soon as possible.

In the following cases, Seller may demand the delivery time postponed:

1. If the Buyer changes the order.
2. If there are delays in deliveries or labour provided by the Buyer or by a third party engaged by the Buyer.
3. In case of force majeure (Clause 11).

The agreed delivery period starts on the first working day after the day on which the Seller has provided the Buyer with written confirmation of the order in accordance with clause 3 and when all the information necessary for the performance of the contract is in the Seller’s possession.

If the Seller requests advance payment (in whole or in part), the delivery period indicated will only start on the first working day after the day on which the Seller has received the payment.

The Seller may deliver the Products in instalments. If the Goods are delivered by instalments, the Seller may invoice each instalment separately.

If the Seller has reasonable grounds to believe that the Buyer’s liability is insufficient, the Seller has the right to require security for its claims.

The Buyer must take delivery of the Products at the place of delivery within 7 days of being notified by the Seller that the Products are ready for delivery. If for any reason Buyer fails to accept delivery of any Product when it is ready for delivery, or if Seller is unable to deliver the Products on time because Buyer has failed to provide the proper instructions, documentation, licenses or authorizations, the risk to the Products shall pass to Buyer the Products shall be deemed delivered and Seller may store the Products pending
delivery, in which case Buyer shall bear all costs and expenses associated therewith (including without limitation storage and insurance). If the Buyer neglect to collect, despite being requested to do so, including if the delivery is specifically made for the Buyer, Seller shall be entitled to sell the product in the best possible manner and at the expense of the Buyer and demand compensation for any loss incurred in this respect.

The Parties shall immediately notify each other of any possible delays in the delivery or receipt of goods, explain the reason for the delay and stating the estimated new date of delivery.

If the Buyer demonstrates that they have incurred immediate damage due to delays caused as a result of the
Seller’s negligence, the Buyer shall be entitled to 0.5% per week compensation for damages as calculated according to the value of the delayed goods.

The maximum compensation to be paid due to the delays is 7.5% of the value of the delayed goods. If the delivery has been delayed by more than 15 weeks and continues to be unfulfilled, the Buyer shall be able to demand in writing a delivery within a reasonable time-period, a minimum of one week. If the Seller does not fulfil its obligation within the time-period set by the Buyer, the Buyer shall be able to dissolve, in writing, the agreement in connection with the delayed delivery.

The Buyer shall not have a right to demand any compensation or reimbursement due to the delay other than as specified above in this section 10. Claims for compensation shall be made in writing within two weeks after the agreed delivery date. If this is not complied with the Buyer loses the right to compensation.

Regardless of the stipulations mentioned in this agreement concerning delays, each Party reserves the right to a reasonable delivery extension of the stated period of delivery specified in this agreement if that Party is unable to meet the stated requirements due to fire, epidemic, war, imposition of embargoes, natural disaster, labour conflicts, criminal activity, recommendation of a public authority, etc., or any other extraordinary event that is unforeseeable by the said Party. Unexpected events affecting the (sub)contractor’s and supplier’s operations, such as interruptions in electricity, fuel and transport supply, and mould breakage, etc., may also be considered as
an obstacle beyond the party’s control or which makes delivery unreasonably difficult. If any of the above mentioned events occur, the Party in question must immediately notify the other Party of the event(s) in writing. Failure to do so will result in forfeiture of the right to appeal for a delivery extension based on force majeure.

The Product sold is covered by a warranty issued by the Seller. The Seller issues a five (5) and two (2) year limited warranty to the end customer against defects in material and manufacture. The terms of the warranty appear on AICCI website: https://www.aicci.fi/warranty.

This Sellers limited warranty is granted to the Customer without prejudice to the application of the legal guarantees.

The Buyer must notify the Seller of any defects or discrepancies in the goods immediately or no later than within seven (7) days of the time the Buyer discovered or should have discovered the defect or discrepancy. All requirements regarding the appearance or finish of the surface are sent to the Seller before the product is put into use and no later than 7 days after receiving the products.

The Seller is not responsible for production losses, unrealised profits or any other indirect damages or loss.
The Seller is also not responsible for damage to other property caused by the goods.

The Seller’s total responsibility in all cases shall be limited to the sale value of the Good, exclusive of value-added tax, of the goods that the defect, delay or other factor establishing responsibility concerns or is connected with.

The Buyer shall be responsible for the information in the
material supplied and shall compensate the Seller for any damage or loss which the Seller may suffer as a result of incorrect or incomplete information.

A Dispatch Note must accompany all good. Upon receiving the goods, the Buyer must verify whether the shipment corresponds with the Dispatch Note or Order Confirmation and perform a careful visual inspection to verify that the consignment is undamaged. Buyer must carry out a thorough inspection of the goods prior to using, mounting, or installing them.

All returns require the advance approval of the Seller. Goods returned without advance approval will not be redeemed.

Returns of custom and project-specific products will not be accepted. Custom made and specially ordered products for the Customer are not eligible for return.

Returns must occur within 30 days of receipt of the goods. Returned goods must be free of defects and fully intact in their original delivery packaging.

A return confirmation of Seller should include with the return.

If the return is not the result of an error by the Seller, the Customer shall be compensated the billed amount less at least 30% and freight and packing costs.

Products in opened packaging will not be refunded unless it is possible to prepare the product for resale, for example by repackaging, technical testing or similar. The costs will be deducted from the product credit.

Ownership rights for the goods are transferred to the Buyer upon full payment of the purchase price. An accepted bill of exchange is not considered payment.

However, the Buyer reserves the right to sell, within the normal parameters of business, goods that have not yet been paid for. In such cases, ownership rights are transferred to the Buyer upon receipt of the goods.

The Seller reserves the right to invoke the ownership retention provision in order to reclaim its sold property. The Seller may also deny the retail sale or installation of goods if the Buyer has any outstanding invoices from the Seller, or if insolvency proceedings have been started against the Buyer or the Buyer in some other way has demonstrated that its ability to make payments or its financial status has been compromised to the extent that the Buyer may not be able to make payments to the Seller. In such a case, the Buyer is obligated to surrender the goods in question to the Seller at the Seller’s request.

If the Buyer has any unpaid outstanding invoices, the Seller reserves the right to demand immediate payment of all Buyer invoices. The Seller reserves the same right if the Buyer files for bankruptcy or corporate restructuring.

The purchase price will be paid in accordance with the Payment Terms.

The Seller has the right to demand payment (in whole or in part) before the delivery of the products or at the time of their delivery, usually in this case the order must be confirmed with a 50% advance payment. The remaining purchase amount (50%) must be paid before delivery. The Seller reserves the right to delay or postpone delivery until the purchase price is fully paid.

The purchase price is deemed paid once the full payment has been deposited in the Seller’s bank account. Transfer costs are subjected to Buyer.

If the Buyer fails to pay the purchase price within the period agreed, the Seller shall levy a 14% penalty interest starting from the invoice due date. The penalty interest shall be charged in a reminder invoice and a reminder fee.

In the event of processing of personal data by either Party for the performance of the agreement, each Party commits to with requirements under applicable law, including the European Regulation 2016/679 of the Parliament and of the Council of 27 April 2016, from the collection of personal data and for the whole duration of the data processing. In particular, each Party commits to make the data subjects aware of the purpose(s) and means of data processing carried out, obtain their prior consent where necessary and make them able to exercise their rights implement the appropriate technical and organizational measures in order to ensure the security of such data, i.e. their confidentiality, integrity and availability.

In this respect, the AICCI Ltd data protection policy is available at: https://www.aicci.fi/privacy-statement/.

The other Party commits to communicate such AICCI Ltd policy, as the case may be, to its concerned collaborators and stakeholders, and to communicate its own policy to

AICCI Ltd, its collaborators and stakeholders, along with any concerned data subject.

AICCI Ltd takes care of the obligations of the producer of electrical and electronic equipment regarding recycling and waste management, in compliance with the obligations of the WEEE Directive (2012/18/EU) in the European Union. AICCI fulfils these obligations through its membership of SELT Association and the obligations are taken care of by the service company Elker Ltd, https://elker.fi/en/home/.

Any dispute that may arise from or in connection with the Agreement/Terms and Conditions, including disputes regarding the existence or validity of the Agreement/Terms and Conditions shall per the choice of Seller be settled by arbitration or by the City of Court Jyväskylä.

If the dispute is settled through arbitration, any dispute, controversy, or claim arising out of or relating to this contract, 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 Emergency Arbitrator provisions shall not apply. The number of arbitrators shall be one. The seat of arbitration
shall be Helsinki, Finland. The language of the arbitration shall be English.

The Agreement/Terms and Conditions are subject to Finnish Law.