General terms of sale

(1) GENERAL. These general terms and conditions apply to Oy SV Vacuumservice Ab’s and its affiliates’ (“Vacuumservice”) deliveries of products, spare parts and other materials (jointly “Products”) as well as services to customers (“Customer”). These terms and conditions supersede any differing conditions referred to by the parties and, together with any other contractual documents specified in the agreement between the parties (e.g. offer), constitute the entire agreement regarding the subject matter (“Agreement”). The Agreement becomes effective upon the parties’ written confirmation of Product delivery and may only be amended in writing.

(2) PRODUCTS. The Products supplied by Vacuumservice are manufactured by third parties (“Manufacturer(s)”). Vacuumservice acts solely as a distributor and not as the manufacturer of the Products. All Products are covered exclusively by the warranty provided by the relevant Manufacturer. Vacuumservice will pass through to Customer all permitted warranties, representations and remedies granted by Manufacturer to Vacuumservice. These may also include matters such as Product specifications, legal compliance, and other related requirements. Upon request, Vacuumservice will provide Customer with Manufacturer’s applicable warranty terms.

Vacuumservice will facilitate claims between Customer and Manufacturer and provide reasonable assistance in the resolution of warranty, compliance and other issues, without assuming ultimate responsibility for Product defects or non-compliance attributable to Manufacturer. Customer remains always responsible that the Products are suitable for its intended use.

(3) CUSTOMISATION. Any customisation of or service related to Products (jointly “Customisation”) requested by Customer will be agreed upon separately in writing, specifying the nature of the Customisation, price and timeline. Vacuumservice’s liability for Customisation is limited to ensuring that Customisation is carried out with reasonable diligence and complies with the agreed written specifications. Customer remains responsible for other aspects, including ensuring the Customisation complies with applicable regulations, suitability for intended purpose, and obtaining necessary approvals or permissions. Customer accepts that any Customisation performed by Vacuumservice may void or limit Manufacturer’s warranty.

(4) DOCUMENTATION. All documentation of Vacuumservice or third parties delivered to Customer is the exclusive property of Vacuumservice or respective third parties. Customer may use the documentation only for their customary purpose in accordance with the Agreement. The documentation may not be disclosed to third parties without Vacuumservice’s or the respective third-party’s written permission.

(5) PRICES. The prices are specified in the Agreement (e.g. in Vacuumservice’s offer). If the prices have not been separately agreed, the prices are based on Vacuumservice’s then current prices, which Vacuumservice is entitled to revise from time to time. However, confirmed order prices remain valid despite any subsequent price revisions. The prices do not include transport, unless otherwise expressly agreed. The prices are stated without value added tax and other applicable public charges, which are added to the prices. If said taxes or public charges change, Vacuumservice has the right to change the prices accordingly.

(6) PAYMENT TERM. Unless otherwise agreed, payment term is 14 days net from the date of the invoice and the Products are invoiced at the time of dispatch of each applicable order. Delayed interest accrues in accordance with Finnish Interest Act (as amended). If Customer fails to make any payment by the due date, Vacuumservice may, without prejudice to any of its other rights, postpone the fulfilment of its own obligations under the Agreement.

(7) DELIVERY. The delivery time and term are specified in the Agreement. If not specified, delivery will take place within a reasonable time under the delivery term EXW, location designated by Vacuumservice (INCO-TERMS 2020). If the delivery of the Products is delayed for reasons attributable to Customer, Vacuumservice has the right to store the Products at Customer’s risk and expense. Risk of loss is transferred in accordance with the agreed delivery term. Vacuumservice is allowed to make partial deliveries. The Products are the property of Vacuumservice until paid in full.

Customer shall inspect the Products promptly upon delivery. Any visible defects, shortages, or non-conformities must be reported to Vacuumservice in writing without undue delay and no later than 7 days from the date of delivery.

(8) WARRANTY. Provided that Customer complies with its obligations under the Agreement, Vacuumservice will pass through to Customer the warranties of Manufacturer in accordance with Section 2 above. During the warranty period, Manufacturer typically undertakes to repair free of charge defects in the Product resulting from faulty design, materials, or workmanship. As an alternative to repairing a defective Product, Manufacturer may typically provide a replacement product with materially equivalent functionalities and specifications. Repair or replacement does not extend the original warranty period.

Vacuumservice will assist Customer in dealing with Manufacturer in any warranty related issues and may carry out warranty repairs if permitted by Manufacturer. Customer must grant Vacuumservice access to the premises where the defective Product is located for the warranty repair, unless Vacuumservice asks Customer to return it to Vacuumservice or Manufacturer. Vacuumservice bears the transportation costs of the returned Products, provided that the costs are reasonable and Vacuumservice has approved them in writing in advance. If the defect is not covered by the warranty, Customer bears the resulting costs.

Customer must specify in writing to Vacuumservice all defects in the Products within 7 days of discovering them, and however no later than during the warranty period. No other warranties than those described in Manufacturer’s warranty terms apply to the Products.

Manufacturer’s warranty typically excludes defects arising from (i) Customer’s failure to use the Products in accordance with Manufacturer’s instructions; (ii) incorrect or defective maintenance, installation, repair or storage performed by Customer or a third party; (iii) alterations made to the Product without Manufacturer’s permission; (iv) normal wear and tear; (v) combining or installing the Products with equipment, materials or products not approved by Manufacturer; and (vi) inadequate protection of the Products from external influences.

(9) IP RIGHTS. All intellectual property rights (including those of third par-ties) which have been created by either party (or a third party) before or outside of the Agreement, will vest in such party. The parties do not intend to assign the same from one party to the other. Intellectual property and other rights to Products and related documentation belong to Manufacturer, other third party or Vacuumservice, excluding possible Customer’s existing intellectual property rights related to Customisation. No markings or trademarks affixed to Products, related instructions or other documentation may be modified or removed without the permission of Manufacturer or Vacuumservice. Customer will honor the intellectual property rights of Manufacturer and Vacuumservice.

(10) THIRD-PARTY CLAIMS. If a claim is made against Customer alleging that the Products infringe third-party intellectual property rights in the country of delivery, Vacuumservice will pass through to Customer any indemnity received from Manufacturer. Customer must promptly notify Vacuumservice of such a claim, and provide Vacuumservice with all the necessary information, assistance and authorizations reasonably available to enable Vacuumservice to seek indemnity from Manufacturer. Manufacturer may typically, at its discretion, elect to modify the Product, acquire the necessary use rights, or replace it with another similar product with materially equivalent functionalities and specifications, and Vacuumservice will aim to facilitate this solution for Customer. If none of these options is reasonably available and Manufacturer returns the price paid for such Products, Vacuumservice will pass through such refund to Customer.

Customer bears responsibility for infringement of intellectual property rights if the infringement arises from material supplied by Customer, compliance with Customer’s instructions, or a modification to the Product not made by Manufacturer or Vacuumservice. In such a case, Customer is obliged to indemnify Vacuumservice for any costs and compensations ordered to be paid by Vacuumservice. Vacuumservice’s liability for infringements of third parties’ intellectual property rights is limited to what has been agreed in this Section.

(11) CONFIDENTIALITY. A party agrees to hold in confidence and use only for purposes of the Agreement all information disclosed by or obtained from the other party which is either marked as or should have been understood to be confidential. The confidentiality obligation will not apply to material or information which (i) is generally available or otherwise public; (ii) the receiving party has received from a third party without any obligation or breach of confidentiality; (iii) was in the possession of the receiving party prior to receipt of the same from the other party without any obligation of confidentiality related thereto; (iv) the receiving party has independently developed without using material or information received from the other party; (v) or the receiving party is required to provide due to law or decision by the authorities.

Unless otherwise agreed in writing between the parties or otherwise follows from the applicable legislation, the rights and responsibilities under this Section will bind the parties for a period of 7 years from the date of disclosure of each item of confidential information and will survive the termination of the Agreement for any reason. The receiving party will promptly upon termination of the Agreement cease using the other party’s confidential information and upon request return (unless the parties have agreed on destruction) the same including all copies thereof. Each party is, however, entitled to retain such material as is required by mandatory laws or the authorities and keep its email and the like data backup copies in accordance with its general record retention policies.

(12) LIMITATION OF LIABILITY. Neither party is liable for any indirect or consequential damages such as loss of profits or compensation paid to third parties. The total aggregate liability of a party shall not exceed the VAT-free price paid for the individual Product order to which the breach or claim directly relates.

The aforesaid limitations of liability do not apply to the extent damages were caused by gross negligence, wilful misconduct or breach of confidentiality obligations, or to the extent damages concern breach of intellectual property or related indemnification obligations.

(13) TERM. The contract term may be set out in the Agreement. If no term has been indicated, the Agreement terminates when the delivery has been made. Each party has the right to terminate the Agreement (in part or in whole) by written notice to the other party with immediate effect for cause if the other party (i) commits a material breach of the Agreement and fails to cure (if curable) the same within 30 days from the non-breaching party’s written notice thereof; or (ii) becomes insolvent, is declared bankrupt, placed in liquidation or otherwise encounters serious financial difficulties, and is therefore evidently not able to meet its contractual obligations or to place a sufficient security.

(14) APPLICABLE LAW, DISPUTES. The Agreement shall be governed by the laws of Finland, excluding its choice of law provisions and CISG. The parties will aim to resolve their possible disagreements primarily through negotiation. If the negotiations do not produce results within a reasonable time, any dispute, controversy or claim arising out of or relating to the Agreement, will be settled by the District Court of Helsinki as the first instance.

(15) MISCELLANEOUS.

Laws and Sanctions. Customer undertakes to comply with all applicable laws and regulations, especially those related to export control. Customer accepts that Vacuumservice may be obliged to obtain an end user certificate or similar documentation to validate the order or make the delivery to Customer. Customer undertakes that it has not been made subject of Western sanctions imposed by the EU, UN or OFAC, and that it does not violate any of these sanctions. Customer’s compliance with this Section is a material term of the Agreement.

Assignment, Subcontractors. The Agreement may not be assigned without prior written consent of the other party. Each party may use subcontractors. A party remains liable for the performance of its subcontractors as for its own. Manufacturer will not be deemed a subcontractor of Vacuumservice for the purposes of the Agreement.

Severability, Waiver, Survival. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then the remainder of the Agreement will remain in full force and effect. No delay or omission by either party to exercise any right or power it has under the Agreement will impair or be construed as a waiver of such right or power. Any terms and conditions that by their nature or their explicit wording should survive a cancellation or termination of the Agreement are also deemed to survive.

Force Majeure. Neither party will be liable for any failure or delay to perform any of its obligations if the failure or delay is due to an impediment, which the affected party could not have reasonably taken into account and which is beyond the reasonable control of the affected party. E.g. the following constitute force majeure events: industrial action, fire, war, seizure by an authority for public needs, natural disaster, pandemic or other equally significant and unusual event beyond the control of the parties (incl. corresponding force majeure event of Manufacturer or party’s subcontractor).