GENERAL TERMS AND CONDITIONS OF AUTEKNIK OY FROM 1.12.2023.
1. GENERAL
1.1. Scope of application
Auteknik Oy's (hereinafter "Auteknik") general sales, delivery and warranty conditions (hereinafter sales terms) apply to Auteknik Oy's customer's (hereinafter buyer's) orders from Auteknik Oy or its designated companies belonging to the same group (hereinafter "seller") and based on the order, for deliveries of the seller's products in Finland. The buyer and the seller later jointly the "parties" and each alone a "party". These terms of sale are valid until further notice. Autekniki has the right to update these terms of sale, in which case the updated terms of sale will be applied to orders placed after their entry into force. The terms of sale valid at any given time are available on Auteknik's website at auteknik.com/terms. The terms of use of Auteknik's online store also apply to orders placed through Auteknik's online store.
1.2. Customer
The condition for customer status is that the buyer has been granted a credit account by Auteknik. If the offer amount exceeds the credit limit defined for the buyer, credit terms must be separately agreed upon. Customer account and its use are subject to customer account terms.
2. OFFER, ACCEPTANCE AND PRICE
2.1. Validity of the offer
Seller's offers are valid for the specified period in the offers, with a reservation for intermediate sales. If no validity period is specified, the offer is valid for 30 days from the date of the offer. The seller has the right to withdraw the offer if the availability of products is diminished or prices change significantly after the offer has been made.
2.2. Formation of the Contract
In offer-based transactions, the contract is formed when the buyer accepts the seller's offer. In transactions other than offer-based, the contract is formed when the seller confirms the order or delivers the product.
2.3. Prices
The pricing is based on the seller's tax-free prices for stock products on the order date, or prices agreed upon separately by the parties. For non-stock products, pricing is separately agreed upon in each case. Prices are subject to value-added tax according to the applicable legislation.
2.4. Price changes
The seller has the right to adjust prices after the formation of the contract if exchange rates affecting import prices, raw material prices, import duties, or other costs, fees, taxes, or tax-like payments beyond the seller's control change before the delivery date, directly affecting the price or delivery costs of the products covered by the contract. For foreign products, the price is tied to the exchange rate specified in the seller's offer or order confirmation or the exchange rate of the European Central Bank on the offer date.
3.OWNERSHIP AND RISK OF LOSES
Ownership of the product transfers to the buyer when the entire purchase price, including any delay interest and service fees related to the product, has been paid. The risk of loss for the product transfers to the buyer when the product is delivered to the buyer or the carrier, unless otherwise specified in the delivery clause.
4. PRODUCT DELIVERY
4.1. Delivery time
Unless otherwise agreed, the delivery time starts from the latest of the following: a) the effective date of the contract, b) in transactions requiring official permits, the receipt of the permit notice by the seller, c) providing the agreed security or advance payment, or d) providing the information necessary for delivery by the buyer to the seller.
4.2. Delivery terms
In domestic trade, the seller arranges the delivery of products on behalf of the buyer to the destination specified by the buyer unless otherwise agreed. The costs of delivery are charged to the buyer according to the seller's service price list. If unloading the product requires lifting equipment different from the usual, the buyer must arrange this at their own expense. However, in direct factory deliveries from international manufacturers and other entities, the applicable INCOTERMS 2020 delivery terms are used. Unless otherwise agreed, the delivery term is EXW (ex works) from the delivering factory.
4.3. Product pickup
If the parties agree on the pickup of products, the buyer is obligated to pick up the ordered products within 14 days from the date when the products are available for pickup, as notified by the seller. The seller is not obliged to store the products after the specified pickup period. If the buyer attempts to pick up the products after the pickup period, and the products are no longer available, the seller has the right to refund the buyer the purchase price minus the credit specified in section 6.5 (product returns) of these terms. Additionally, the seller has the right to terminate the transaction if the buyer does not pick up the products within 14 days of the seller's notice.
4.4. Packaging and Certificates
Prices do not include product packaging costs. Packaging and protection costs for the product are charged to the buyer according to the applicable price list. Certificates related to stock products are provided upon request, and the costs are charged according to the applicable price list. Material certificates related to factory deliveries are charged according to the factory's tariffs. 2(5)
4.5.Freights
Freight is charged according to the freight charging criteria described in the seller's separate service price list.
4.6. Insurance
Unless the parties agree otherwise in writing in advance, the seller is responsible for insuring the deliveries on behalf of the buyer. The insurance fee according to the service price list is charged to the buyer at the time of the product invoice.
4.7. Delay
The seller or the buyer must inform each other immediately if the seller or the buyer is delayed in fulfilling their performance obligations. At the same time, the reason for the delay and the new delivery time must be stated. In the event of a delay, the buyer does not have the right to demand delivery if there has been a change in the circumstances that substantially changes the relationship of the originally agreed performance obligations. If the buyer does not complain about the new delivery time announced by the seller within seven (7) business days after receiving the notification, the buyer does not have the right to cancel the contract under section 5. If the delay is caused by the seller's fault and provided that the parties had agreed on a binding delivery time, the buyer has the right to receive compensation for the immediate damages caused to the buyer due to the delay. The amount of compensation is a maximum of 0.5% of the value of late products (VAT 0%) for each full week after the delivery date. Despite the above, the compensation is a maximum of 7.5% of the value of late products (VAT 0%). Claims for damages must be submitted within seven (7) business days from the actual delivery date of the product. If the seller has only given an estimated delivery time, the seller tries to deliver the product according to the estimate he gave, but the seller is not responsible for the fact that the delivery takes place according to the estimated delivery time. The seller is also not responsible for the delay if the delay is caused by the seller's supplier.
5. PRODUCTS, ERROR AND WARRANTY; LIMITATION OF LIABILITY
5.1. Product information and technical documents
The general product information and technical documents available for the products (including possible installation, use and maintenance instructions) are available to the buyer in the seller's online store. The seller delivers the relevant product information about the products subject to the contract in writing only at the buyer's separate request. Delivery of other product information or product-related technical documents is agreed between the parties separately. The rights to the technical documents to be handed over, such as pictures, drawings, calculations and other documents, belong to the seller or its contractual partners, and the buyer undertakes not to copy them and to use them exclusively for processing the offer, for the purpose of carrying out the delivery, or for using the products in accordance with their intended purpose.
5.2. Product features
At the time of delivery, the products must meet the requirements of valid laws and regulations. If there are changes in these after the seller's offer, the contract must be changed if the change affects costs, delivery time or other contractual conditions. The seller is responsible for the quality and other characteristics of the product only in accordance with the information specified in the contract. The buyer is responsible for the correctness of the information related to the purpose of use and delivery of the products given to the seller. If the buyer hands over the product in a consumer store or as part of a consumer service, the buyer is solely responsible for complying with the provisions of consumer legislation.
5.3. Quality assurance
If necessary, the seller strives to help the buyer's opportunities to obtain information about the quality assurance of the manufacturers of the products purchased by the buyer.
5.4. Reception, installation and operation inspection
When receiving the product, the buyer or his representative must verify that the delivery corresponds to the package quantity entered in the consignment note and check that it is externally undamaged. Transport damage and defects that are noticeable upon receiving the product must be reported immediately to the carrier and an entry must be made in the consignment note and an appropriate complaint must be submitted to the seller. Damage to the product does not entitle to refuse to receive the product, but obliges the buyer to complain to the carrier and the seller as mentioned above. Complaints regarding the delivery and the product must be made to the seller within seven (7) business days after the buyer has received the product, or if the defect is of such a nature that it could not have been detected when the product was received within fourteen (14) business days after the discovery of the product defect. If the buyer has stipulated in writing in a separate agreement that the delivery is not insured on behalf of the buyer, the buyer himself is responsible for obtaining transport insurance and is in direct contact with the carrier in the event of a possible claim. When installing the product by the buyer or the installer he uses, the product must be installed and used according to the normal procedure before installing or fixing it, and make sure that the product to be installed is flawless, works as intended and is suitable for the intended purpose of use.
5.5. Warranty
5.5.1. General
The sold product has a warranty and warranty period according to the manufacturer's terms and conditions. The seller does not grant a wider or longer warranty for the product than that granted by the manufacturer, unless this has been agreed separately in writing. The seller is responsible for material and manufacturing defects in the product at the time of delivery in accordance with these terms of sale. The warranty issued by the manufacturer of the product limits the seller's liability and warranty for errors, and the seller is not responsible for such errors that are not covered by the manufacturer's warranty. However, no warranty applies to consumables for which the manufacturer has not separately granted a warranty. If the details of the delivery (price, delivery time, product quality and features) have been agreed upon directly between the buyer and the product manufacturer (e.g. project trade or direct invoicing), the complaint should be addressed to the product manufacturer, unless the error is directly caused by the seller's actions or negligence. The warranty is valid if the product has been used carefully in accordance with its intended use and conditions of use. The seller has the right, according to his choice, to either correct the error, deliver a new product or grant a discount on the price of the product
5.5.2. Warranty limitations
Unless the warranty conditions mentioned in section 6.5.1 state a wider liability for compensation, the seller will only compensate the transport costs related to the removal of the defect in addition to his obligations according to section 5.5.1. The seller is not obliged to compensate other direct or indirect damages. The seller is not responsible for errors caused by the buyer's carelessness or failure to comply with these sales conditions, installation error, failure to follow installation instructions, normal wear and tear, incorrect storage or use, damage caused by neglect of maintenance procedures or negligence of the end user. The seller is also not responsible for an error caused by following the instructions given by the buyer (plans and instructions, raw material, structure, work or manufacturing method). The warranty ends immediately if the product is modified without the written consent of the seller. At the request of the seller, the buyer must deliver an incorrect and/or defective 3(5) product or part to the seller. Unless stated otherwise in the manufacturer's warranty terms, repairing the product or delivering a new product does not extend the product's warranty period.
5.5.3. Claims based on warranty
A claim based on the warranty must be submitted to the seller in writing during the warranty period and within seven (7) business days after the defect covered by the warranty has been detected. In the consumer store operated by the retailer, a warranty-based claim must be submitted during the warranty period and within two (2) months after the defect covered by the warranty has occurred.
5.5.4. Products
For all products, the warranty conditions stated above in these terms of delivery apply, and the manufacturer is responsible for fulfilling the warranty conditions of his product. The seller is not responsible for fulfilling the terms of the manufacturer's warranty.
5.6. Services related to products
If it has been agreed between the parties that the seller performs installation, assembly, pre-processing or other services related to the products, the seller is responsible for ensuring that the services in question have been performed carefully and in accordance with the manufacturer's instructions. The buyer must check that the services related to the seller's products are correct before using the products. Any electrical equipment furnishing or pre-installation work is performed at the seller's premises and by the seller in accordance with the instructions of the product manufacturers, applicable standards and the buyer's requirements and possible instructions. If the competent authority states that the furnishing or pre-installation of the products in accordance with the contract should be considered as the manufacture of an electrical device, the parties state for clarity that the furnishing is carried out as a subcontractor of the buyer responsible for the installation of the electrical equipment or the contractor appointed by the buyer, and the buyer undertakes to ensure that, in addition to the acceptance inspection, the products undergo the commissioning inspection required by law before their connection to the electrical network or use of the product and to meet other requirements set by legislation and authorities. The commissioning inspection must also cover the operation and safety of the components installed in the product, and its results must be documented in a protocol as required by legislation.
5.7. Personal or property damage caused by the product
The seller is not responsible for damage caused by the product he delivers, which affects fixed or movable property or is the result of such damage. The seller is also not responsible for damage caused by the product he delivers, which is directed to the product manufactured by the buyer or to the product containing the product manufactured by the buyer. The seller is responsible for personal and/or property damage caused to a private person by the product he delivers, if the seller is responsible for the damage in accordance with the Product Liability Act.
5.8. Limitation of liability
The seller is only obliged to compensate the buyer for the direct damages caused by the seller's breach of contract in accordance with these terms of sale. The seller is not obliged to compensate other immediate damages. The seller's liability is limited in all cases to the value of the advertised product. The seller is not obliged to compensate the buyer for indirect damages.
6. PURCHASE PRICE, GUARANTEES AND RETURNS
6.1. Payment of the purchase price
The buyer is obliged to pay the purchase price in accordance with the agreed payment terms. If nothing else has been agreed on the payment period, it is fourteen (14) days net. The payment period is calculated from the delivery date. The invoice must be made to the seller's account using the reference information noted on the invoice. If the invoice is incorrect in some parts, it must still be paid for the error-free part by the due date. If the payment of the purchase price or a part of it is delayed from its due date, the seller has the right, at his choice, to terminate the transaction in its entirety or the part of the transaction for which the buyer has not yet received the product. The seller has the right to cancel even when, based on the buyer's notification or otherwise, it is obvious that the buyer's performance will be delayed. The seller can also cancel the sale if the buyer does not contribute to the sale as agreed or otherwise reasonably required. The seller also has the right to terminate all sales contracts concluded with the buyer if the buyer is filed for bankruptcy or if the buyer is otherwise demonstrably insolvent. The buyer must pay the invoice in accordance with this agreement, even if the buyer disputes the delivery. The buyer, who has a credit account, pays for the orders made through the seller's online store with an invoice.
6.2. Late payment interest and collection costs
In the event of a delay in payment, a late payment interest of sixteen (16) percent or the late payment interest according to the Interest Act, whichever of the aforementioned interest rates is higher, will be charged. The seller or its agent has the right to charge reasonable collection costs in addition to interest on late payment. In case of late payment, the payment made will be deducted primarily from the accrued interest and then from the due fees, expenses and capital in the order mentioned above, unless the seller or its agent informs otherwise.
6.3. Paper invoice and handling charges
The seller has the right to add a paper invoice charge to the paper invoices sent to the buyer in accordance with the valid service price list. In addition, the seller has the right to charge a handling fee for deliveries in accordance with its current practice in accordance with the valid service price list.
6.4. Guarantees and the seller's right not to deliver products
If a deposit has been agreed upon, the deposit must be given before starting the delivery of the product. Even after this, the seller is entitled to demand the payment of the security purchase price or an increase in the amount of the existing security, if there are justified reasons to assume that the purchase price or part of it would not be paid. The seller has the right not to deliver the products if (i) the buyer has not paid the overdue invoices sent by the seller to the buyer in full, (ii) the buyer has not delivered the agreed or required insurance, or (iii) the buyer's credit limit has been exceeded or threatens to be exceeded. The seller's right not to deliver the products continues until the above-mentioned issues have been corrected. The seller 4(5) has the right to refrain from delivering the products also in the event that the buyer's aforementioned negligence concerns a previous contract concluded between the seller and the buyer. The buyer does not have the right to submit compensation claims resulting from this delay.
6.5. Product returns
6.5.1. Warehouse store
The return of products in the seller's inventory must always be agreed in advance with the seller's representative and the return must take place immediately after the agreement. The seller does not issue refunds for products returned without an agreement. The condition for accepting a product return is that the product and its packaging are completely faultless when returned. The buyer is responsible for returning the product to the warehouse that delivered it. 25% is deducted from the refund value of an approved product return, however at least thirty (30) euros (VAT 0%) for handling etc. to cover costs. In the return agreed with the seller, reference must be made to the return reference number received from the seller in order to receive a refund. Products that can be purchased separately for the buyer, or that can be measured or otherwise processed according to the buyer's wishes, are not accepted as returns.
6.5.2. Factory trade and other direct deliveries
The condition for the return of non-warehouse products is that the return is agreed with the seller's representative and that the manufacturer of the products separately approves the return of the products in advance. The product delivered directly from the manufacturer to the buyer is returned to the manufacturer. Returns accepted by the manufacturer as mentioned above will be delivered to the manufacturer at the buyer's expense and will be processed in accordance with the manufacturer's return conditions, and the refund to the buyer will take place after the manufacturer has refunded the return to the seller.
7. TERMINATION OF AGREEMENT
7.1. Buyer's right to termination
If the seller's delivery deviates substantially from the agreement and there is no shortage due to a written comment made by the buyer within seven (7) business days from the date of receipt, the product must be corrected within a reasonable time or a new product in accordance with the contract will be delivered, or if the delivery is substantially delayed due to reasons attributable to the seller in such a way that it causes unreasonable inconvenience to the buyer and the seller does not deliver the products within a reasonable time of a written notice by the buyer, the buyer has the right to cancel the contract from the wrong or delayed part in question. If the product subject to the sale has been manufactured or acquired especially for the buyer in accordance with his instructions and wishes and the seller cannot use the product in another way without considerable loss, the buyer may cancel the sale due to the seller's delay only if the purpose of the sale remains essentially unachieved for the buyer due to the delay. The buyer also has the right to cancel the contract if the seller's delivery is delayed for more than sixty (60) days due to force majeure
7.2. The seller's right to termination
If the payment of the purchase price or a part of it is delayed from its due date, the seller or his agent has the right to terminate the transaction in its entirety or the part of the transaction for which the buyer has not yet received the product. The seller has the right to cancel even when, based on the buyer's notification or otherwise, it is obvious that the buyer's performance will be delayed. The seller can also cancel the sale if the buyer does not contribute to the sale as agreed or otherwise reasonably required. The seller also has the right to terminate all sales contracts concluded with the buyer if the buyer is filed for bankruptcy or if the buyer is otherwise demonstrably insolvent.
7.3. Force majeure
The seller is not obliged to fulfill the contract if a natural disaster, fire, machine damage or similar disturbance, strike, lockout, war, shutdown, pandemic, export or import ban, lack of means of transport, cessation of production, interruption of public transport or energy distribution or any other such obstacle prevents performance of the contract or makes it unreasonably difficult. Even when fulfilling the contract would require sacrifices that are unreasonable compared to the benefit to the buyer, the seller is not obliged to fulfill the contract. The seller is not obliged to compensate the buyer for indirect or direct damage caused by the failure to fulfill the contract, and in these cases the seller also has the right to cancel the contract.
8. OTHER TERMS AND CONDITIONS
8.1. Trade sanctions
The buyer warrants that the buyer, its group or related company, subcontractor or their senior management, shareholders or beneficial owners are not subject to sanctions or sanctions imposed by the United Nations, the European Union, the United States or the United Kingdom. In addition, the buyer assures that it will comply with all the aforementioned sanctions and embargoes. The buyer is obliged to notify the seller without delay if it finds that it has not complied or is unable to comply in the future with the assurances given to the seller in this section. If the buyer violates the assurances in accordance with this section or it is clear that the buyer will not be able to comply with the assurances in question in the future, the seller has the right to cancel this agreement and refrain from all obligations under the agreement without penalty. The buyer is obliged to compensate the seller for all damages caused to the seller due to the violation of the assurances given in this section.
8.2. Changes to the contract
Changes to the contract must be made or confirmed in writing.
8.3. Subcontractors
The seller has the right to use subcontractors to fulfill his obligations according to the contract. The seller is responsible to the buyer for the subcontractors' performance as his own.
8.4. Confidentiality
Ostaja sitoutuu olemaan paljastamatta laajalle lupalle myyjän tarjousta, tilausvahvistusta tai muuta myyjän ostajalle luovuttamia eijulkisia tietoja, asiakirjoja tai muita dokumentteja. Ostajan salassapitovelvollisuus ei koske tietoa, (i) joka on julkista tai tulee julkiseksi ilman, että ostaja siihen teollaan tai laiminlyönnillään vaikuttaa; (ii) joka on todistettavasti ostajan laillisessa hallinnassa ennen tiedon paljastamista ja jota tietoa ostaja ei ole myyjältä suoraan tai välillisesti; (iii) jonka ostaja on todistettavasti kehittänyt itsenäisesti; tai (iv) on paljottava ostaja velvoittavan tai viranomaismääräyksen perusteella, kun ostajan tulee kuitenkin ilmoittaa myyjälle tiedonluovutuksesta, sen perusteista ja teknisestä myyjälle, joka on tämän sopimuksen mukaan. 5(5)
9. APPLICABLE LAW AND DISPUTE RESOLUTION
Contracts between the seller and the buyer are governed by Finnish law, excluding its conflict of law provisions. Disagreements between the seller and the buyer are finally resolved in arbitration in accordance with the arbitration rules of the Central Chamber of Commerce in a composition of three (3) arbitrators. The place of arbitration is Helsinki. Despite the above, both Parties have the right to file a claim for the collection of an undisputed claim in the Helsinki District Court. To the extent that these terms and conditions of sale have not agreed otherwise, Technical Trader's General Conditions of Sale 2010 are followed.
