General Terms and Conditions of Trade

General Principles

These General Terms and Conditions and Orgalime’s General Conditions for the Supply of Mechanical, Electrical and Electronic Products, version March 2012 (“Orgalime S2012”) apply to any sales of goods (“Products”), sold by Dietatec Oy (“Supplier”) and purchased by any customer (“Purchaser”). Supplier and Purchaser are singularly referred to as "Party" and together referred to as “Parties”. In any cases of inconsistency between these General Terms & Conditions of Sale and Orgalime S2012, the former shall prevail.

The Purchaser’s general terms and conditions shall apply only if expressly accepted by the Supplier in writing.

All information or data contained in general product documentation or price lists, whether in electronic or any other form, are only approximate details and descriptions. All information and data are binding only to the extent that they are by reference expressly included in the individual contract or purchase order.

Quotations and Order Confirmations

Quotations are valid for 14 days from the time of issue, unless otherwise agreed in writing.

Any purchase order will only become legally binding after written acceptance by Dietatec Oy. Amendments and subsidiary agreements shall be made in writing.

Dietatec Oy reserves the right to carry out, during performance of the order, any modification to Products deemed necessary, in particular in the event of a change in technical standards, the development of production methods or, more generally, legislative or regulatory provisions affecting the technical execution conditions of the purchase order.

Dietatec Oy ensures that the Products delivered, comply with the laws and regulations and rules, applicable at the place of manufacturing. Beyond this, Dietatec Oy ensures to comply with general EU standards for its products. Any specific regulation, laws and rules at the place of operation of the Products, must be notified by Purchaser to Dietatec Oy. Both parties need to agree on application of such local individual laws, regulations and rules individually in writing.

Drawings and Technical Information

All drawings and technical documents relating to the Product or its manufacture submitted by one party to the other, prior or subsequent to the sale, will remain the property of the submitting party.

Drawings technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party.

The Supplier shall, not later than at the date of delivery, provide free of charge information and drawings which are necessary to permit the Purchaser to install, commission, operate and maintain the Product. The Supplier shall not be obliged to provide manufacturing drawings for the Product or for spare parts.

Conditions of Delivery and Transfer of Risk

Unless otherwise agreed, the Incoterms® 2020 Conditions are followed and all deliveries are Ex Works Teollisuusneuvoksenkatu 4, Helsinki, Finland.

Unless otherwise agreed, the delivery time expires when Dietatec Oy notifies the Purchaser that the Products are ready for delivery.

If the Supplier, at the request of the Purchaser undertakes to send the Product to its destination, the risk will pass not later than when the Product is handed over to the first carrier.

A bill of consignment must be included with the goods. On acceptance of the goods, the Purchaser must ensure that the delivery tallies with the bill of consignment and must duly ascertain that the merchandise is undamaged. Before using, connecting, or installing the Products, the Purchaser is again under obligation to properly inspect the merchandise.

In a loosely agreed upon delivery time (i.e. approximately six (6) weeks), 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.

After having received knowledge of a delay, the Supplier is obligated to inform the Purchaser of the delay, its cause, and an estimated new date of delivery. In case of a delay in delivery, the Supplier is subject, upon demand by the purchaser, to pay the purchaser for direct damage demonstrated by the purchaser. Unless otherwise agreed, the maximum compensated amount shall be 0.5% of the VAT-exempt value of the delayed lot for each full week following the date of delivery. The compensation shall not, however, exceed 6.0% of the VAT-exempt value of the delayed lot.

Price

Prices are Ex Works Incoterms® 2020 and excluding packaging; value added tax shall be added at the applicable rate. All prices are in Euro.

Any transport, customs, handling and insurance operation involving Products outside the delivery obligations as specified in the contract or order confirmation is at the cost and risk of the Purchaser.

Payment and Transfer of Ownership

The payment period starts from the date of the invoice. Payment shall not be deemed to have been effected before the Supplier's account has been irrevocably credited for the amount due.

Unless otherwise agreed, the purchase price shall be paid with one half at the formation of the Contract and the remaining half when the Supplier notifies the Purchaser that the Product is ready for delivery.

On request of the Purchaser, the Supplier will apply for a credit limit approved on the Purchaser by the Euler Hermes SA, Finnish branch, credit insurance joint-stock company. The amount of the credit limit will be set by the Euler Hermes SA, Finnish branch, credit insurance joint-stock company. If some of the invoices should exceed the credit limit, the Purchaser will be obliged to pay the excess value in advance.

Should Euler Hermes SA, Finnish branch, not approve a credit limit on the Purchaser, the purchase price shall be paid with one half at the formation of the Contract and the remaining half when the Supplier notifies the Purchaser that the Product is ready for delivery.

In case a payment is delayed, the Purchaser is obligated to pay compensation to the Supplier according to his/her rate of interest, and the expenses arising from collection of payment.

Ownership of Products is transferred to the Purchaser upon payment of the entire price, unless otherwise agreed separately. The retention of ownership does not affect the passing of risk.

Force Majeure

Dietatec Oy is not obligated to fulfil the Contract of Sale if any impediment beyond its reasonable control, including without limitation, fire, flood, strike or other labour difficulty, machinery damage or a comparable disturbance, act of God, act of public authority, lockout, war, mobilisation, embargo on exports or imports, riot, fuel or energy shortage, wrecks or delay in transportation, cessation of manufacture, or inability to obtain suitable or sufficient labour, materials or manufacturing facilities from usual sources prevents the delivery of Products.

Moreover, if fulfilling the Contract of Sale would call for sacrifices that are unreasonable in comparison with the advantage to the Purchaser, the Supplier is not obligated to fulfil the Contract of Sale.

Warranty

Dietatec Oy warrants that the Products manufactured by it will be free of defects in material or workmanship for a period of 12 months from date of operation, or 18 months after date of shipment, whichever occurs first. Warranty does not cover normal wear and tear or deterioration. The warranty is a Limited Warranty for Parts Only.

The Purchaser shall without undue delay notify Dietatec Oy in writing of any defect which appears. The Supplier is not liable for any damage which occurs because of delayed notification by the Purchaser.

Warranty does not cover normal wear-and-tear, normal deterioration or damage occurring after the transfer of risk as a result of improper or negligent handling, excessive demands or as a result of external influences.

Warranty does not apply to defects caused by incorrect installation, wrongful handling, inappropriate use (ex. wash procedures), use of the Product beyond specification, or faulty maintenance or repair of the Product.

Furthermore, warranty does not apply to defects caused by prolonged inactivity of the product.

If the Purchaser or third parties undertake inappropriate modifications or maintenance work, any defects after that are not subject to warranty.

The Supplier shall not be liable for defects arising out of materials provided or a design stipulated or specified by the Purchaser.

If during warranty services it turns out that the replaced part was not subject to warranty then the Purchaser is obliged to pay for the respective repair or replacement service, and for the consumed spare parts the applicable standard spare parts price.

Normal repair of the Product or a part of the Product during the warranty period will not extend the warranty. In case of a repair the warranty is extended only by a period equal to the period during which the Product could not be used as a result of the defect. Defective parts, which have been replaced, return into the property of Dietatec Oy.

Dietatec Oy shall not be liable for any loss the defect may cause, including loss of production, loss of profit and other indirect loss. This limitation of liability shall not apply in cases of gross negligence or intentional default.

Cooperation in Product Surveillance

In order to inform the respective owners of the products in the event of a possible product risk and to initiate security measures, traceability of the products is necessary. Accordingly, the Purchaser is obliged to support Dietatec Oy in informing the owners of Products that have been passed on to the respective owner by him. The Purchaser shall keep the following information for all products delivered to and passed on by him:

  • serial number of the delivered product
  • owner and installation site
  • technical modifications

Responsibility for Recycling

For the delivered Products the Purchaser shall be liable for the obligations set for the producer (Supplier) in the EU directive 2012/96/EU (WEEE).

Disputes

All disputes arising out of or in connection with the Contract of Sale shall be settled through friendly consultations between the Supplier and Purchaser. The laws of republic of Finland shall govern these terms and conditions.

 

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