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1. DELIVERY TIME AND TERMS
(a) Time for delivery is given as accurately
as possible but is not guaranteed. The Customer shall
have no right to damages or to cancel the order for
failure for any cause to meet any delivery time stated.
(b) The date of delivery shall in every case be dependent
upon prompt receipt of all necessary information, final
instructions or approvals being obtained from the Customer.
Alterations by the Customer in design, specifications
or quantities required may result in delay in delivery
and adjustment of the pricing.
(c) Failure by the Customer to take delivery of or to
make payment in respect of any one or more instalments
of goods delivered hereunder shall entitle the Company
to treat the whole contract as repudiated by the Customer.
(d) The Company will endeavour to comply with reasonable
requests by the customer for postponement of delivery
but shall be under no obligation to do so. Where delivery
is postponed otherwise than due to default by the Company
the Customer shall pay all costs and expenses including
a reasonable charge for storage and transportation occasioned
thereby.
(e) The Customer is responsible for arranging all possible
import and re-export permissions.
(f) The Customer is responsible for all duties, tariffs,
taxes and other government fees and payments outside
Finland.
2. PAYMENT TERMS
(a) Unless otherwise agreed by the Company in writing
payment shall be made in full within thirty days of
the date of invoice to Modulight's account. With regard
to the date of payment, time shall be of the essence
of the contract.
(b) Each consignment may at the option of the Company
be separately invoiced.
(c) No dispute arising under the contract or delays
beyond the control of the Company shall interfere with
prompt payment by the Customer.
(d) In the event of default in payment by the Customer,
the Company shall be entitled without prejudice to any
other right or remedy to suspend all further deliveries
on any contract or contracts between the Company and
the customer and to charge interest on any amount outstanding
at the rate of 6% per annum above the Euribor 12 months
defined by the European Central Bank in force at the
relevant time.
(e) The Party that has failed to take care of payments
assigned to it under lawful interpretation of this contract
is liable to all recovery costs without limitation.
3. TITLE OF OWNERSHIP
The title of ownership does not transfer to Customer
until all payments related to the Supply Agreement or
Purchase order have been paid completely and Modulight
has received the payment.
4. SHORTAGES AND DEFECTS APPARENT ON INSPECTION
(a) The Customer shall have no right to claim for
shortages or defects apparent on inspection unless:
(1) the Customer inspects the goods within three days
of arrival at its premises, and
(2) a written complaint is made to the Company within
fourteen days of receipt of the goods or such shorter
period as the carrier's conditions (if applicable) require
specifying the shortage or defect, and
(3) the Company is given an opportunity to inspect the
goods and investigate any complaint before any use is
made of the goods.
If a complaint is not made to the Company as herein
provided then the goods shall be deemed to be in all
respects in accordance with the contract and the Customer
shall be bound to the contract and the Customer shall
be bound to pay for the same accordingly.
(b) Whether or not the Company arranges delivery the
Company is in no way responsible for delivery of the
goods and is in no way liable for claims for loss or
damage in transit which must be made by the Customer
against the Carrier in accordance with the Carrier's
conditions.
5. DEFECTS NOT APPARENT ON VISUAL INSPECTION
(a) The Customer shall have no claim in respect of
defects not apparent on the visual inspection at the
time of delivery by these Conditions unless:
(1) a written complaint is sent to the Company as soon
as reasonably practicable after the defect is discovered
and no use is made of the goods thereafter and no alterations
made thereto or interference made therewith before the
Company is given an opportunity to inspect the goods
in accordance with this Condition and
(2) the complaint is sent within 6 months of the date
of delivery of the goods or in the case of an item not
manufactured by the Company within the guarantee period
specified by the manufacturer of such item.
(b) The Customer shall not be entitled to any claim
in respect of any repairs or alterations, undertaken
by the Customer without the prior specific written consent
of the Company nor in respect of any defect arising
by reason of fair wear and tear or damage due to misuse.
(c) The Company shall not be liable for loss or damage
suffered by reason of use of the goods after the Customer
becomes aware of a defect or after circumstances, which
should reasonably have indicated to the Customer the
existence of a defect.
(d) The Company may within 28 days inspect the goods
and the Customer if so required by the Company shall
take all steps necessary to enable the Company to do
so.
6. GUARANTEES
(a) In the event of the condition of the goods being
such as might or would (subject to these Conditions
of Sale) entitle the Customer to claim damages or to
repudiate the contract the Customer shall not then do
so but shall first ask the Company to repair or supply
satisfactory substitute goods free of cost and within
a reasonable time. If the Company does so repair the
goods or supply satisfactory substitute goods the Customer
shall be bound to accept such repaired or substitute
goods and the Company shall be under no liability in
respect of any loss or damage whatsoever arising from
the initial delivery of the defective goods or from
the delay before the defective goods are repaired or
the substitute goods are delivered.
(b) In the case of goods not manufactured by the Company
the Company gives no assurance or guarantee whatsoever
that the sale or use of the Goods will not infringe
patent, copyright or other industrial property rights
of any other person, firm or company.
7. TECHNICAL SUPPORT
(a) The Customer is not entitled to any technical
support unless to that specified in the contract or
purchase order.
(b) Company shall, however, at its sole discretion provide
all reasonable customer support and try to help Customer
in ways determined reasonable by the Company.
8. LIABILITY
(a) Where the Company is shown to have failed to exercise
reasonable care in the manufacture and/or supply of
the Goods and such failure results in death or personal
injury the Company shall not be liable in respect of
claims arising by reason of death or personal injury.
Further under no circumstances whatsoever shall the
Company be liable for consequential loss (including
removal or rectification work required in connection
with installation of repaired or substitute Goods) loss
of profits or damage to property.
(b) The Company's liability in respect of such items
not manufactured by it shall be limited to the liability
of the supplier to the Company of such items.
(c) The Company's liability whether in respect of one
claim or the aggregate of various claims other than
claims for death or personal injury due to negligence
on the part of the Company shall not exceed the purchase
price payable by the Customer under the contract and
the customer agrees to insure adequately to cover such
claims in excess of such amount.
9. INDEMNITY
The customer shall, say where the Company shall have
failed to exercise reasonable care in the manufacture
or supply of the goods, fully indemnify the Company
from and against all loss, damage, demands, claims,
actions and proceedings which are incurred by the Company
or threatened, demanded, brought or made against the
Company by any person, firm or company or governmental
or other authority in respect of the goods, together
with all costs and expenses incurred in relation thereto.
10. CONFIDENTIAL INFORMATION
For the matter of clarity it is noted that Non-Disclosure
Agreement(s) between Parties survive even after signing
of a new Agreement. All drawings, documents and other
information supplied by the Company are supplied on
the express understanding that copyright is reserved
to the Company and the Customer will not without the
written consent of the Company:
(1) give away, loan, exhibit or sell any such drawings
or extracts there from or copies thereof;
(2) use them in any way except in connection with the
components for which they are issued.
11. CUSTOMER'S DRAWINGS
(a) The Customer shall be solely responsible for the
accuracy of all drawings, advice and recommendations
given to the Company by the Customer, directly or indirectly
by the Customer's responsibility hereunder unless the
company specifically agrees in writing to accept responsibility.
(b) The Customer shall indemnify the Company from and
against all actions, claims, costs and proceedings which
arise due to the manufacture of components to the drawings
and specifications of the Customer where such drawings
and specifications shall be at fault or where it is
alleged that they involve an infringement of a patent,
registered design, copyright or design copyright or
other exclusive right.
12. CANCELLATION
Cancellation will only be agreed to by the Company
on condition that all costs and expenses incurred by
the Company up to the time of cancellation and all loss
of profits and other loss or damage resulting to the
Company by reason of such cancellation will be paid
forthwith by the Customer to the Company. Accepting
cancellations is at the sole discretion of the Company
and agreed on case by case basis.
13. EXCHANGE CURRENCY RATE
Modulight pricing is based on currency exchange rates
of the proposal date. If significant fluctuations in
currency rates between Euro and Proposal currency occur
Company reserves the right to adjust pricing accordingly.
More than 10% change in currency exchange rate is considered
significant. Currency exchange rates are determined
by Bank of Finland.
14. INSOLVENCY
If the Customer shall become bankrupt or insolvent
or compound with creditors or proceedings are commenced
for the liquidation of the Customer (other than for
a voluntary winding up for the purpose of reconstruction
or amalgamation) or if a Receiver or Manager is appointed
of all or any part of its assets or undertaking the
Company shall be entitled to cancel the contract in
whole or in part by notice in writing without prejudice
to any right or remedy accrued or accruing to the Company.
15. FORCE MAJEURE
Neither party shall be under any liability for any
delay loss or damage caused wholly or in part by fire,
Act of God, Act of Terrorism, Act of War or governmental
restriction condition or control or by reason of any
act done pursuant to a trade dispute whether such dispute
involves its servants or not or by reason of any other
act, matter or thing beyond its reasonable control.
16. DISPUTES
This Agreement and all matters arising out of or in
connection with this Agreement shall be construed and
governed exclusively in accordance with the laws of
Finland. All disputes arising in connection with this
Agreement shall be finally settled under the Rules of
Arbitration of Central Chamber of Commerce Finland by
one arbitrator according to the said rules. The arbitration
proceedings shall take place in Helsinki, Finland. The
arbitration proceedings shall be conducted in English
and the arbitration award shall be given in English.
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