Dometal Oy’s General Terms and Conditions for Sales 1/2023
1. Introduction
These General Terms and Conditions shall, unless otherwise agreed in writing, apply to all Dometal Oy’s or it’s subsidiary’s offers, orders and contracts for sales of products and spareparts. These General Terms and Conditions take precedence over all of the buyer’s general terms and conditions of purchase, regardeless of whether the buyer has submitted their purchase order or such terms and conditions. Completion of a buyer’s order does not constitute acceptance of any buyer’s terms and conditions and is not intended to modify or amend those terms. By making an order or accepting the seller’s offer, the buyer accepts these terms as described below.
2. Closing the deal
2.1 Offer
The seller’s offer is valid for the time specified in the offer. If the validity period is not mentioned, it is 30 days from the date of the offer. The offer and related images, drawings, calculations and other documents and related rights are the property of the seller. The recipient of the offer does not have the right to use them to the detriment of the seller or to give information about them to a third person or take advantege of the customized technical solutions included in the offer. The price of the offer is based on exchange rates on the day the offer is made, unless otherwise stated in the offer.
2.2 Conclusion of the contract
In an offer-based transaction, a conclusion of contract is effective when the buyer has indicated the acceptance of seller’s offer. Otherwise, the transaction is created when the seller has confirmed the order or delivered the products. The buyer must check within seven (7) days after receiving the order confirmation that it corresponds to the order. If the buyer’s order deviates from the seller’s offer, the sale is considered to have taken place on the terms of the seller’s offer, unless the seller has confirmed otherwise in writting.
3. The responsibilities of the seller
3.1 Delivery time
The seller gives an estimate delivery time and seller has the right to change the estimate by informing the buyer under section 3.6. The seller has the right refreim the products, if the buyer neglects:
a) late payment of agreed deposit or advance payment
b) the seller has not received the necessary information for the delivery by the buyer.
3.2 Terms of delivery
Unless otherwise agreed in writing, the Incoterms 2020 terms or any revised version thereof in force at the time of entering into the Agreement.
ersion of it is valid at the time of the conclusion of the contract and shall be used in the deliveries. If the delivery clause has not been agreed upon, the products can be picked up by the buyer at the seller’s warehouse on the agreed date or period, or if no time has been specified, within a reasonable time.
3.3 Transfer of risk of loss
Risk of loss shall pass to the buyer when the products are handed over to the buyer or an independent carrier for transportation in accordance with the contract, unless otherwise specified in the delivery clause. If the products are not delivered at the right time and this is due to the buyer or circumstance on the buyer’s side, the risk is transferred to the buyer, when the seller has done what is required according to the contract to enable the delivery.
3.4 Warranty
Unless otherwise agreed in writing, the manufacturer’s terms and conditions applies to warranty for new products . In case of used products the warranty is valid only if it has been separately agreed upon in writing. The seller’s warranty liability is limited only to repairing the products as specified in the warranty terms.
3.5 Features of the Products
The seller is responsible for the quality and other features of the Products only in accordance with the information specified in the contract and other infromation provided by the seller in writing, specially related to the transaction in question. The seller makes no representation or warranty that any products have sufficient and suitable capacity and performance or are fit for any purpose of the buyer, including any particular purpose which the seller may have actual or constructive knowledge of.
3.6 Change in delivery time
The seller is obliged to notify the buyer of the change in delivery time after receiving information about it. The seller is not obliged to compensate the buyer for any damage caused by the change in the delivery time.
3.7 Consequential damages/Indirect damages
In no event shall the seller be liable towards the buyer or a third party for indirect or consequential damages caused by delay, defective product or delivery error, such as property damage, loss of production , lost profits or other financial consequential damage and indirect damage.
4. Obligations of the buyer
4.1 Purchase price
The purchase price is agreed in writing between the parties. However, the seller has the right to revise the price under the specified conditions mentioned in the section 4.3. If the price has not been agreed, the price is fair price charged by the seller.
4.2 Payment
Unless otherwise agreed on the terms of payment in writing, the payment term is determined according to the terms of payment generally used by the seller. For warehouse deliveries, the calculation of the payment starts from the invoice date and for factory deliveries from the delivery date. If the buyer is in default in any payment, and this is not due to the seller, the seller has the right to delay further deliveries until the due payments have been made or an acceptable guarantee has been given. If it is obvious that the buyer’s payment will be substantially delayd on based on the buyer’s notification or otherwise, the seller has the right to stop all further deliveries. The buyer shall not have the right to claim damages due to this delay.
4.3 Revising the price
The seller reserves the right to revise the prices if the exchange rates change before the buyer’s payment. If the exchange rate affects the price, the seller has the right to change the prices in euros in the same portion of the prices that the seller has not received from the buyer at least one business day before the date of exchange rate change. In this case the business day means the day on which Finnish banks change foreign currency. In the case of changes in exchange rate, the exchange rate on the day of payment and on the offer day are compared. If another course has been agreed upon after the offer date, it will be used instead of the course on the offer day. If the exchange rate changes after the due date of the invoice and the price has not been paid at that time, the price in euros will be determined at least according to the exchange rate on the due date.
4.4 Delay in payment
In the event of a delay in payment, the highest legal interest will be charged for the period of delay, starting from the due date according to the invoice. The buyer shall reimburse the seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.
4.5 Buyer’s delay
If the seller has to postpone the delivery for a reason due to the buyer, the seller has the right to compensation for the period of delay as mentioned in the section 4.4. In addition the seller has to right to compensation for other costs as well such as damage caused by exchange rate losses and storage costs.
4.6 Guarantee
If a deposit has been agreed upon, the deposit must be given before starting the delivery of the products. Even after this, the seller is entitled to demand a guarantee for the payment of the prices, if he/she has strong reason to assume that the price or part of it would not be paid.
4.7 Inspection and defective products
If the delivery is defective in any part, the buyer must notify the seller of the defect in writing within 7 business days from the delivery date. The seller has the right to either repair the fault or deliver new products. The buyer does not have the right to demand delivery if there has been a change in the circumstances that essentially changes the relationship of the originally agreed performance oblications.
5 Termination of the contract
5.1 Buyer’s right for termination of the contract
If the seller’s delivery deviates substantially from the agreement and the deficiency is not rectified within a reasonable time due to the buyer’s written notice, or new products in accordance with the contract are delivered, the buyer has the right to cancel the contract.
If the products subject to the sale have been manufactured or acquired especially for the buyer in accordance with his insrtutions , the buyer may not cancel the sale.
If the buyer has the right to cancel the contract, the buyer can claim damages for the direct damage he/she has suffered, the amount of such compensation shall be maximum of 20% of the tax-free selling price of the product.
5.2 Seller’s right for termination of the contract
If the price is not paid within the due date and this is not due to the seller, the seller has the right to terminate the transaction or the part of the transaction for which the buyer has not yet received the products, if the delay is significant. The seller has the right to terminate even when, based on the buyer’s notification or otherwise, if it is obvious that the buyer’s payment will be substantially delayed. The seller can also terminate the sale if the buyer does not contribute to the sale in agreed or otherwise reasonable way within the deadline set by seller.
If the buyer does not pick up or receive the products at the agreed time, the seller has the right to terminate the sale within 8 days after the seller has urged the buyer to pick up the products.
If the buyer terminates the agreement without an acceptable reason or if the seller terminates the agreement due to buyer’s breach of contract, the buyer is obliged to pay the seller damages of at least 10% of the price of products.
The seller has the right to terminate the contract without liability for compensation, if the importation of the Products becomes impossible or substantially more expensive than the seller calculated due to an international agreement or regulation restricting import or other official action obligated by Finland (e.g. import caps and restrictions or increased costom duties).
5.3 Force majeure
The seller is not obliged to fullfil the contract if there is a natural disaster, fire, machine damage or a comparable disturbance, strike, lockout, war, shutdown, export or import ban, lack of means of transport, cessation of product, pandemic, traffic disruption or any other obstacle that the seller cannot overcome, prevents the delivery of the products or part of it. Even when fullfilling the contract would require efforts that are unreasonable compared to the benefit to the buyer, the seller is not obliged to fulfill the contract. The seller is not obligated to compensate the buyer for the damage caused by not fulliling the concract and he/she can also terminate the contract.
6. Insurance
The parties shall be responsible for insuring the products in accordance with the agreed terms of delivery. Other insurances must be agreed separately.
7. Liability for damage caused by Products
The seller shall not be responsible for damages caused by connecting or using roducts in other context than what they are intended for.
The seller shall not be responsible for indirect damages caused by the roducts, and the seller’s liability for direct damages is limited to the purchase price paid by the buyer.
When the products are in the control of the buyer or when the buyer has handed the poruducts over to a new owner, the seller shall not be responsible for any damage caused by it, which affects to:
a) property or is the result of such damage
b) a product manufactured by the buyer or to a product containing a product manufactured by the buyer.
If a third party submits a compensation claim based on this clause to the buyer or seller, the other party must be notified in writing immediately.
8. Retention of title
The ownership of, title to and the right to reposess the products belongs to the seller until the purchase price and any other amounts due to the seller are paid in full, and the buyer has no right to transfer the title further, attach it to other property or otherwise control the property in the same way as the owner.
9. Notifications
All notifications related to the contract must be made in writing, and the sender is responsible for bringing the notification to receipients attention.
10. Used Products
The used Products are sold as they are at the time of transaction and have been inspected by the buyer, and the seller is not responsible for defect in the products unles the seller has given an explicit clause according to the written repair quarantee in section 3.4
11. Governing law and dispute resolution
These terms and the Agreement shall be governed by and interpreted and construed in accordance with the laws of Finland, excluding any choice of law provisions.
Any disputes arising from or relating to these terms, the Agreement, or the performance of the parties' obligations thereunder, shall be finally settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator, appointed in accordance with said rules. Unless otherwise agreed the proceedings shall be conducted in the Finnish language.
The United Nations Convention on Contracts for the International Sale of Goods is expressly disclaimed by the parties with respect to these terms, the Agreement and the transactions contemplated hereby and thereby.
12. Validity
These general terms and conditions of Dometal Oy are applicable from 1st January 2023 and are valid until futher notice.