General Delivery Terms

Control Express Finland Oy General Delivery Terms

1 § Scope of application

These delivery terms apply to the sales of equipment and components between Control Express Finland Oy and the customer. No other general conditions may be attached or applied to the sales agreements, offers and order confirmations (“Agreement”) between the parties. All changes to this Agreement must be presented in writing and signed by both parties to the Agreement.

2 § Formation of contract

The formation of contract is subject to Finnish law, with the exception that the Seller’s written offer is valid for 30 days from its date, unless otherwise stated in connection with the offer.

3 § Delivery term

Delivery term shall be EXW (Ex Works, Incoterms 2020) at the Seller’s warehouse in Savonlinna, unless otherwise stated in the order confirmation of Control Express Finland Oy.

4 § Sales price and terms of payment

Unless the parties have agreed otherwise in writing, the price of a product will be determined by the Seller’s price list that is valid at a given moment. The prices do not include VAT. The prices stated in the price list and offers refer to unpackaged goods. The Seller will charge packing and handling fees separately. The Seller has the right to charge a separate small delivery fee stated in the price list for small deliveries.

The payment term is net 14 days from the date of invoice unless otherwise separately agreed. If there are serious grounds for supposing that the Buyer is incapable of paying the invoice by its due date, the Seller has the right to accelerate the payment to be immediately due by means of written declaration, for example via email.

Goods will be invoiced once they are available to the Buyer at the shipping location, as per the delivery term, or immediately following the delivery.

If there are changes to payments required by the authorities prior to the delivery date, the Seller has the right to adjust the price of the goods in the same proportion as the changed costs or charges have affected the price of the goods.

If there are unpaid due invoices and the Seller deems its receivables to be at jeopardy, the Seller has the right to declare all of its receivables from the Buyer to be due regardless of what has otherwise been agreed upon regarding due dates.

If the Buyer is unable to pay all of the Seller’s receivables under this Agreement by monetary means, goods approved by the Seller may also be used as payment. In this context, goods also refers to the Buyer’s receivables transferred to the Seller.

The Buyer is obligated to pay 10% in late payment interest for the late payment, starting from the due date. In addition to the late payment interest, the Seller also has the right to charge reasonable collection costs.

5 § Complaints

The Buyer must inspect the product without delay after its delivery. Any faults and delays must be reported in writing within eight (8) days from delivery or, if the fault could not be detected at that time, within eight (8) days from when the fault was detected or should have been detected.

6 § Transferring ownership

The Seller reserves the ownership of any products until they have been paid for in full. The Seller has the right to separately prohibit, in writing, the sale of goods intended for resale to a third party.

7 § Delivery time

The Seller shall deliver the goods within the agreed time. If no delivery time has been agreed upon, the Seller shall deliver the ordered products immediately once said products become available/in stock. In a loosely agreed upon delivery time, a deviation of plus or minus one-third of the delivery time is allowed. Both parties are, after two-thirds of the agreed delivery time has expired, entitled to request in writing that the other party agree upon a certain definite time of delivery.

The Seller must notify the Buyer of any delay as soon as it has come to the Seller’s attention and simultaneously report the reason for the delay and the estimated new date of delivery.

In case the Seller’s delivery of goods exceeds the agreed delivery time by over seven (7) days due to reasons unrelated to the Buyer, and the Seller’s delay causes direct damage to the Buyer, and the Buyer has filed a complaint through the appropriate means, the Seller shall pay the customer a penalty for the delay. The amount of the penalty is half a per cent (0.5%) for each full week of delay from the price of the part of the delivery that has been delayed (excluding VAT). However, the Seller shall pay the penalty for a maximum of five (5) weeks. This penalty is a lump sum reimbursement for any damages potentially caused by the delay.

If the Seller has overdue receivables from the Buyer, the Seller has the right, after notifying the Buyer, to delay the agreed deliveries until the overdue payments have been made. In such a case, the delivery time is deemed to be extended accordingly and the Buyer does not have the right to present the Seller with any damage claims arising from this delay.

Goods are deemed to have been delivered once they are available to the Buyer in accordance with the delivery term. If the goods are sent to the Buyer by the Seller, the risk is passed to the Buyer once the goods have been delivered to the transporter of the goods. The Buyer does not have the right to refuse to accept a partial delivery unless otherwise agreed in writing.

8 § Currency provision

If the price of the goods is based on a foreign currency and, based on a decision by Suomen Pankki, the value of said currency changes materially compared to what it was at the time the price list or offer was calculated, the Seller has the right to adjust the Euro price of the product in the same proportion as the exchange rate of the currency in question has changed.

9 § Warranty and liability for errors

The Seller shall ensure that, at the time of delivery, the products match the product descriptions used by the Seller as part of its usual business operations. The Seller shall provide a one-year warranty for the products it delivers with regard to their materials, design and manufacturing unless otherwise agreed. The warranty period is considered to begin from the date of delivery.

In cases where the Seller acts as a subcontractor for the Buyer, the Seller is responsible for any errors caused by the materials it procures or the work it performs. The Seller is not responsible for any damages caused by materials that are delivered by the Buyer or according to the Buyer’s instructions. The Seller is also not responsible for any damages that arise from structural solutions or work methods that are based on instructions given or approved by the Buyer.

During the warranty period, the Buyer has the right, according to its choice, to repair any defects that are detected in the product during the warranty period or to replace the product. Any repairs under warranty will be performed in the Seller’s facilities unless otherwise agreed in writing. The Buyer shall cover the fees that arise from sending the device in for repairs under warranty and the Seller shall cover the return fees. With regard to a product or part of a product that is repaired or replaced, the warranty is valid until the end of the warranty given to the original product or part. The obligation to reimburse or repair the product is a one-off consequence of a possible defect in the product.

The warranty does not cover damage caused by an accident, lightning strike, flooding or other natural phenomena; normal wear and tear; unsuitable, careless or abnormal use or any use that goes against the instructions; overloading, incorrect care or reconstruction; alterations or installations that are not performed by the Seller; or a force majeure comparable to the aforementioned factors. In the case of equipment that is prone to corrosion, the choice of material is the Buyer’s responsibility unless otherwise agreed in writing.

Invoking the warranty requires that the Buyer has duly fulfilled its obligations arising from the delivery and specified in the Agreement.

10 § Damages

In addition to what is stated in 7 § regarding compensation in case of delay, the Seller’s liability for defective products shall be, in all cases, a maximum of 100% of the price of the delivery (excluding VAT). The Seller’s liability does not cover indirect damage or damage by proxy, such as loss of revenue or sales, interruptions in production or the reduction or loss of goodwill.

The Seller’s liability does not cover damage arising from the Seller re-selling the product as a component or damage arising from delivery delays caused by factors outside the Seller’s control.

With the exception of the liability for damage caused by the product referred to in the Product Liability Act, the Seller shall not be liable for any damage caused to a third party by a defective product.

11 § Returns

There are three types of product returns: commercial returns, returns due to incorrect delivery and returns under the warranty.

All product returns must be agreed upon with the Seller in advance. An explanation of the defect and the contact information of the returner must be attached to the returned product.

Returns are delivered to the Seller’s warehouse at the address Tekniikkatie 2, FI-57230 Savonlinna. The Buyer shall pay for the return shipment. The Buyer may freely select the mode of transport as long as the goods will be delivered to their final destination.

We recommend using the same transport company that delivered the goods. Only goods that have been provably received by the Seller are considered to have been returned. In case of disputes, it is the sender’s responsibility to present proof of receipt, typically in the form of a copy of a signed waybill.

Commercial returns

A completed transaction is binding and irrevocable, and the Seller is under no obligation to accept the return. Goods delivered in accordance with the agreement are accepted back and reimbursed only under the condition that the Seller has specifically approved the return in writing in advance. In this case, the goods may be accepted back and reimbursed only in their original packaging and condition.

Incorrect delivery

If goods are returned due to an error by the Seller, the Seller shall pay for the return shipment. Returns of this kind must be sent via the same transport company that delivered the goods, with the shipping order being made by the Seller.

Goods returned under warranty

A description of the defect must always be attached to goods returned under warranty.

12 § Non-disclosure obligation

The parties agree to not disclose any confidential information or trade secrets they receive from the other party in connection with and related to the delivery and to only use confidential information and trade secrets for the purpose for which they were disclosed.

13 § Intellectual property rights

No intellectual property rights related to the products or services, such as design documents, 3D models, illustrations or production methods and tools, will be transferred to the Seller based on this Agreement.

14 § Battle of the forms

If these standard contract terms conflict with the Buyer’s standard contract terms, these standard contract terms will be applied to the Agreement.

15 § Export laws and sanctions

Customer acknowledges that the purchased Products licensed or sold under this Agreement, may be subject to customs and export control laws and regulations, treaties , executive orders, and status of any applicable jurisdiction (“Export Laws”) and economic, financial, trade or other restrictive measures, sanction, embargoes, import or export bans, prohibitions on transfer of funds or assets or on performing services, or other equivalent measures imposed by the Security Council of the United Nations, and/or the European Union, and/or by any competent authorities under applicable laws of any jurisdiction or union of states which affects the performance by a Party of any of its obligation or the exercise of any of its rights arising out of or in connection with this Agreement ( “Sanction”). For the purposes of this Agreement a Sanctioned Person means any person that (a) is subject to or the target of a Sanction either personally or by virtue of being incorporated, located or otherwise operating in a country or territory which is the subject of a Sanction or (b) is owned, operated or controlled by a person that is subject to or the target of a Sanction or (c) appears on or is owned, operated or controlled by any person who appears on any list issued or maintained by any competent authority of any country.

For any authorized resale under this Agreement, Customer acknowledges that it is its sole responsibility to comply with Export Laws and Sanctions and agrees to fully abide by those laws and regulations.

Control Express Finland Oy shall not be responsible in case any Export Laws or Sanctions are contravened by any other party including Customer. Further, Products shipped pursuant to this Agreement shall not be sold, leased or otherwise transferred to any restricted purposes and/or end users (including those listed under Sanctions and other lists of denied parties under applicable Export Laws) or to restricted countries or territories. In addition, Customer agrees to indemnify, defend and hold Control Express Finland Oy harmless from any loss, expense, penalty, claim or proceedings against Control Express Finland Oy due to Customer’s violation or alleged violation of any such applicable laws and regulations. If purchased Products are resold in violation of the foregoing restrictions, Control Express Finland Oy shall not be obligated to provide any warranty service or technical support and also all the future business relations and associations of Control Express Finland Oywith the violating party shall be cancelled or terminated and/or Control Express Finland Oy shall terminate the this Agreement, in all events, without creating any liability whatsoever by Control Express Finland Oy with regard to the Customer or  end user.

Accordingly, Customer undertakes not to directly or indirectly:

• Export or re-export Products covered by this Agreement, to a banned country or territory, or one which is subject to any restrictions under Sanctions or Export Laws;
• Supply Products covered by this Agreement to parties, organizations, or entities subject to restrictions under Sanctions or Export laws, nor to parties, organizations, or entities about which there are reasons to believe that they fail to fully comply with the applicable national or international regulations.

Customer warrants that, as of the date of this placing the order;

• it is not a Sanctioned Person;
• it has not engaged in any transaction or conduct that could result in it becoming a Sanctioned Person;
• it is not subject to any claim, proceeding, formal notice or investigation with respect to any Sanctions;
• the transactions contemplated by this Agreement will not directly [or indirectly] involve a sanctioned person or any country or territory which is (or whose government is) the subject of any Sanction; and
• there are no pending or threatened claims, proceedings, formal notices, or investigations against or in relation to it in respect of any Export Laws or Sanctions.

Further Control Express Finland Oy shall be entitled to audit / request any information or document enabling it to verify Customer’s compliance with obligations relating to these matters. Customer shall, supply on request all licenses, notifications or authorizations applied for and obtained, and information on the identity of customers to whom Products are resold, the intended use of Products and the financial institutions used to collect and issue payments. In turn, Control Express Finland Oy shall supply on request any information requested by Customer, particularly any useful commercial documentation.

In the event of Customer breaching any one of its obligations in the audit framework, and failing to remedy this or take positive actions for the purpose of remedying such default within three business days subsequently to receiving written notice to perform the one or several obligations, Control Express Finland Oy reserves the right to cancel the order or terminate this Agreement, in all events, without such action creating any liability whatsoever with regard to Customer or end user.

The Parties acknowledge and agree that:

• If any Sanctions or ban, control or other restriction under Export Laws is imposed or introduced after the date of this Agreement, irrespective of whether that imposition or introduction is a Force Majeure event, then Control Express Finland Oywill not be liable to the Customer for any loss (whether direct or indirect), damage, costs or expenses arising out of or relating to any delay or failure by Control Express Finland Oy to perform any of its obligations under this Agreement if such delay or failure is a result of any action taken by Control Express Finland Oy which Control Express Finland Oy believes in its sole discretion to be necessary or desirable in order to comply with any Sanctions and Export Laws; and
• where Customer has made payment for all or part of the Products under this Agreement and Control Express Finland Oy is prevented from receiving or accessing (or is otherwise not permitted to receive or access) that payment as a result of Customer being or becoming a Sanctioned Person or being in breach of any Sanctions or Export Laws, that payment is not to be taken to have been validly made by Customer in accordance with and for the purposes of this Agreement.

16 § Force majeure 

The Seller is entitled to an extension of time for fulfilling its contractual obligations and for their scope if fulfilling these obligations is prevented or made unreasonably difficult by a force majeure outside the control of the parties, such as a legal or illegal strike, lockout, fire, natural disaster or regulatory provisions, for the time and extent required by this force majeure. The other party must be informed of the force majeure and its estimated duration a soon as possible.

A force majeure that impacts the Seller’s subcontractor and prevents the delivery from being fulfilled also releases the Seller from liability for the duration of the force majeure.

17 § Disputes and applicable law

The Agreement between the parties is subject to Finnish law, with the exception of the Convention on Contracts for the International Sale of Goods and conflict of law rules.

Any disputes arising from this Agreement will be primarily settled through negotiations between the parties. In case a settlement cannot be reached, the dispute will be resolved in Savonlinna district court. However, the Seller has the right, if it so wishes, to alternatively pursue a claim in a general court of law in the Buyer’s domicile.

Last update 2nd January, 2025.