1.1 All orders are accepted and goods supplied subject to the following General Terms and Conditions. These conditions may not be modified or varied unless agreed or evidenced between Parties in writing in advance. The Seller shall not be deemed to accept such conditions nor waive any of these conditions by failing to object to provisions contained in any purchase order or other communications from the Buyer.
1.2 These General Terms and Conditions are applied together with the specific conditions of the Contract. In case of contradiction between these General Terms and Conditions and any specific conditions agreed upon between the Parties, the Specific Conditions shall prevail.
1.3 The Buyer accepts these General Terms and Conditions by signing any document referring to the General Terms and Conditions, ordering and checking the “I accept” box on the Seller’s websites or in every other way which can be considered as a tacit acceptance of these Terms and Conditions.
1.4 No binding contract shall be created until the Seller has indicated its acceptance of any order in writing or by making delivery or part delivery of the goods.
1.5 Any questions relating to these General Terms and Conditions which are not expressly or implicitly settled by the provisions contained in the Contract itself (i.e. these General Conditions and any Specific Conditions agreed upon by the Parties) shall be governed:
(a) by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980, hereafter referred to as CISG), and
(b) to the extent that such questions are not covered by CISG, by reference to the law of the country where the Seller has his place of business.
1.6 Any reference made to trade terms (such as EXW, FCA, etc.) is deemed to be made to the relevant term of Incoterms published by the International Chamber of Commerce.
1.7 Any reference made to a publication of the International Chamber of Commerce is deemed to be made to the version current at the date of conclusion of the Contract.
2.1 Buyer means every legal entity that purchases goods or services from the Seller.
2.2 Seller means
FI-02710 Espoo FINLAND
VAT registration no FI02978061
Legal domicile: Espoo, Finland; and its associated companies.
2.3 The Seller and the Buyer are referred as Parties (individually the Party).
2.4 Website means http://www.fastbind.com or any other domain name registered by the Seller.
2.5 Goods mean products and services offered by the Seller.
3.1 It is agreed that any information relating to the goods and their use, such as weights, dimensions, capacities, prices, colors and other data contained in catalogues, prospectuses, circulars, advertisements, illustrations, price-lists of the Seller, do not bind the seller unless expressly referred to in the Contract or the Order Confirmation.
3.2 Unless otherwise agreed, the Buyer does not acquire any property rights in software, drawings, etc. which may have been made available to him. The Seller also remains the exclusive owner of any intellectual or industrial property rights relating to the goods.
4.1 Every order made by the Buyer is irrevocable unless the Parties have agreed upon a cancellation date in writing. The Buyer may cancel the order by notification to the Seller as regards goods which have not been delivered by such cancellation date. In case the Buyer cancels the order without an agreed cancellation date, the Seller is entitled to a cancellation charge representing the Seller’s costs involved.
4.2 The Seller for its part is bound by contract or written order confirmation.
4.3 Descriptions, pictures, specifications, colors, measures, delivered amount etc. given by the Seller are indicative only, and unless agreed otherwise in writing, the Buyer cannot use minor differences against the Seller.
5.1 If the Parties have agreed in writing that the Buyer is entitled to inspect the goods before shipment, the Seller must notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the agreed place.
6.1 The sales price is the price mentioned in the order confirmation. If no price has been agreed, the goods and materials are invoiced at the current prices at the time of the order.
6.2 Unless otherwise agreed in writing, the price does not include any taxes, VAT, transportation, insurance, installation or any other charges arising between the time of the order and the time of the delivery, and they are not subject to price adjustment.
7.1 Unless otherwise agreed in writing, or implied from a prior course of dealing between the parties, payment of the price and of any other sums due by the Buyer to the Seller shall be prepayment.
7.2 Unless otherwise agreed, the rate of interest on delayed payments shall be 18%.
7.3 In case of (even partial) non-payment of an invoice at its expiration date, the Seller is entitled to suspend all pending orders and deliveries as well as discounts for the Buyer.
8.1 If the parties have validly agreed on retention of title, the goods shall remain the property of the Seller until the complete payment of the price, or as otherwise agreed.
9.1 Unless otherwise agreed, delivery shall be "Ex Works" (EXW) as latest Incoterms.
10.1 Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterm or, if no Incoterm is applicable, according to any previous course of dealing.
11.1 Unless agreed otherwise in writing, the delivery will take place when the ordered goods are ready for collecting from the premises of the Seller or passed over to the transporter.
11.2 Delivery dates are estimated delivery times only. The Seller will accept no liability for direct or consequential loss or damage arising from delay in delivery. The Buyer shall accept partial shipments.
12.1 The Buyer shall examine the goods as soon as possible after their arrival at destination and shall notify the Seller in writing of any lack of conformity of the goods within three (3) days from the date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the Buyer shall have no remedy for lack of conformity if he fails to notify the Seller thereof within 12 months from the date of arrival of the goods at the agreed destination.
12.2 Goods will be deemed to conform to the Contract despite minor discrepancies which are usual in the particular trade or through course of dealing between the parties.
12.3 Where goods are non-conforming (and provided the Buyer, having given notice of the lack of conformity in compliance with article 12.1, does not elect in the notice to retain them), the Seller shall at his option:
(a) replace the goods with conforming goods, without any additional expense to the Buyer, or
(b) repair the goods, without any additional expense to the Buyer, or
(c) reimburse to the Buyer the price paid for the non-conforming goods and thereby terminate the Contract as regards those goods.
12.4 The Seller is not liable for defects resulting from improper or illegal actions or negligence by the Buyer or a third person or natural wear and tear.
12.5 The liability of the Seller cannot exceed the Seller’s invoiced price of the goods.
13.1 The Buyer shall promptly inform the Seller of any claim made against the Buyer by his customers or third parties concerning the goods delivered or intellectual property rights related thereto.
13.2 The Seller will promptly inform the Buyer of any claim which may involve the product liability of the Buyer.
14.1 Liability of the Vendor for any indirect damage(s), subsequent loss including (but not limited to) loss of profit, reduction of production, etc. is expressly excluded.
15.1 A party is not liable for a failure to perform any of his obligations in so far as he proves:
(a) that the failure was due to an impediment beyond his control, and
(b) that he could not reasonably be expected to have taken into account the impediment and its effects upon his ability to perform at the time of the conclusion of the Contract, and
(c) that he could not reasonably have avoided or overcome it or its effects.
15.2 A party seeking relief shall, as soon as practicable after the impediment and its effects upon his ability to perform become known to him, give notice to the other party of such impediment and its effects on his ability to perform. Notice shall also be given when the ground of relief ceases.
15.3 Failure to give either notice makes the party thus failing liable in damages for loss which otherwise could have been avoided.
16.1 In the event of dispute, unless differently agreed in writing, the only court of jurisdiction is that of the Commercial court of Helsinki, Finland, even in the event of call of guarantee, plurality of defendants or incidental request, the recourse to the arbitration which cannot take place without prior agreement after the birth of the litigation.
16.2 If any part of these General Terms and Conditions is contrary to imperative law, it is not included in the Terms and Conditions, but this does not invalidate any of the remaining provisions.