TERMS OF SALE
FIELD OF APPLICATION
- 1.1. These
terms of agreement are applied to all sales of metal and building products
between HTM Yhtiöt Oy, its affiliates and a buyer. The above mentioned sales
may also include installation work at the construction site.
- 1.2. To
the extent that the agreement between a vendor and a buyer or following terms
of agreement do not otherwise specify, the Finnish laws and decrees and other
orders in force shall apply the contractual relation.
- 2.1. In
these terms of agreement, 'vendor’ shall mean HTM Yhtiöt Oy, a company that
belongs to the same corporate group and another company to which HTM Yhtiöt Oy
has transferred the rights and obligations conform to the agreement.
- 3.1 'Buyer’
shall mean a person with whom the vendor has made an agreement concerning a
sale, a delivery, and/or an installation.
- 4.1. ‘Product’
shall mean a product and/or an installation service offered for sale by HTM
Yhtiöt Oy or the companies that belong to the same corporate group.
- 5.1. An
agreement between the vendor and the buyer shall be deemed to be made when both
parties have signed a written agreement document that means a sale of a product
or the sale has otherwise been concluded.
An agreement shall be deemed to be made also when the vendor has accepted an
order and sent an order acknowledgement to the buyer. The vendor has to send
the order acknowledgement to the buyer within 14 days after the arrival of the
order. The order acknowledgement must not include any terms that do not conform
to the terms included in the buyer’s order. If non-conforming terms are
included in the order acknowledgement, it shall be deemed to be an offer to the
If the vendor has made a written offer to the buyer, the agreement shall be
deemed to be concluded when the buyer has accepted the offer in writing. The
prerequisite is that the buyer communicates his/her acceptance within 7 days
after the receipt of the offer if the validity of the offer has not been otherwise
determined in the offer. To the extent that the response to the offer includes
terms, exceptions, additions or any other non-conforming requirements, the
vendor will not be bound by the deviations. Such responses shall be deemed
fully as counteroffers that the vendor can without restrictions accept or
- 5.4. If there is an agreement about an advance payment and/or a security between the vendor and the buyer, the agreement shall not be deemed to be made until the advance payment has been paid and/or the security deposited.
PRIORITY OF GENERAL CONTRACTUAL TERMS
These terms are applied to the agreement between the vendor and the buyer if
not agreed otherwise in writing.
These terms are applied also when the vendor has transferred the rights and
obligations that are based on the agreement to a third party.
TRANSFER OF AGREEMENT
The vendor has a right to transfer the rights and obligations that are based on
the agreement to a third party. If the vendor transfers the agreement to a third
party, it shall inform the buyer in good time before the transfer.
The buyer has the right to transfer the rights and obligations that are based
on the agreement to a third party only with the authorization of the vendor.
The vendor has the right to use subcontractors to fulfil obligations that are
based on the agreement.
A sale will be subject to the current prices listed by the vendor or an
otherwise agreed price.
’Price’ shall mean a price without value added tax. The price and its current
value added tax shall be specified in the bill transacted by the vendor.
- 8.3 Changes
in expenses due to the legislative actions by the government shall be taken
into account as a price increasing factor if the change has been enforced in a
way that it has an effect on the vendor’s delivery.
TERMS OF PAYMENT
Payments shall be made against the invoice according to a commercial agreement
and/or delivery agreement and according to the agreed schedule.
The buyer must pay the purchase price within the time indicated in the invoice
or within the time otherwise agreed. If the invoice is not paid on agreed due
date, the vendor has the right to charge interest on arrears of 11% to date of
payment of the invoice since the due date. The invoice shall be deemed to have
arrived to the buyer at the latest 7 days after it has been sent to the billing
address announced by the buyer.
If the product is delivered to the buyer in several lots, the buyer has to pay
after the delivery of each lot the part of the purchase price which corresponds
to the lot and the seller has to deliver the invoice which corresponds to the
lot to the billing address announced by the buyer.
In case that the buyer’s payment has delayed, the vendor has the right to
collect the billing payments, handling charges and remark payments as well as
ADDITIONAL AND ADJUSTMENT WORKS
If delivery plans or building projects are changed and the changes cause the
change of the costs and of the delivery schedule, the vendor is entitled to get
the additional compensation from the buyer for the costs which had risen. If
the changes cause the change of the delivery schedule, the vendor will be
entitled to get more time in the agreed way. The requirements concerning the
change of costs and the extension of time must be agreed in writing between the
buyer and the vendor.
The ownership to the product is transferred to the buyer when a purchase price
with possible interest has been paid in total.
- 11.2 If
the payment has not been made since the due date in spite of a written demand
or if the buyer's solvency must be justifiably doubted and the buyer is not
able to deliver a securing security in spite of written request, the vendor may
forbid the delivery of the product, fastening or installing to the building
object and may separate his control with his cost, the products sold by him to
12. DELIVERY CONDITION OF THE PRODUCT
- 12.1 All
parts of the product must meet the regulations given by the Finnish acts and
decrees and authorities that are valid during the delivery time concerning the
goods, for, among others, a structure, equipment and industrial safety and fire
- 12.2 The
product must be for its type, its number, its quality, its other features and
its packing and its coding markings, similar to what has been agreed. The
necessary certificates, licenses, quality documents, the instructions for use,
care instructions, service instructions and maintenance instructions and other
documents that must be provided by the vendor must be delivered with the
OF THE RISK
The risk will be transferred to the buyer when the product has been given
according to the agreement to the buyer or to be transported by an independent
carrier if other is not caused by the delivery clause.
If the product has not been given during the right time because of the buyer's
delay, the risk is transferred to the buyer when the vendor has made what is
required of him according to the contract to make the delivery possible. In
that case, the responsibility for the insuring of the product falls upon the
AND ACCEPTANCE INSPECTION OF THE PRODUCT
- 14.1. The
vendor and the buyer agree to the terms of delivery separately following
established delivery clauses.
- 14.2. The
buyer's duty is to appoint a room or an area in close proximity to the delivery
destination in which the product can be delivered to using normal transport
equipment. The buyer's duty is to secure the clear passage of the delivery of
the product in close proximity to the delivery destination and that the roads
to the place of discharge are roadworthy and that the agreed transport
equipment can move on the roads without obstacle.
- 14.3. When
the product has been delivered, the buyer will perform the acceptance
inspection as soon as the conditions allow it. The buyer must inspect the
product visually when he receives it. The notes on the visually perceptible
defects in quality or transport damages of the product must be immediately made
to the consignment note or in writing otherwise.
- 14.4. The
buyer must inspect the product immediately after it has been received and must
present a possible claim at the latest within 8 days of the delivery of the
- 14.5. The
buyer must notify of the faults and defects which only can be perceived when
fastening delivered products or when their parts are being connected to each
other, immediately after having detected the fault and the defect.
- 14.6. The
buyer takes care of the collecting and removal of the packaging material waste
of the product. The buyer has the right to utilize the packaging material waste
when it is possible.
FOR FAULT AND DEFECT
- 15.1 The
vendor is responsible for the defect of the product which has been in the
product when the risk has been transferred to the buyer even if the defect
would present later in it. The buyer must not appeal to the defect of the
product if the buyer does not notify the vendor of the defect of the product in
writing within a reasonable time from the detection of the defect or at the
latest 8 days from the receiving of the product.
- 15.2 The
vendor has the right to repair the defect in the product or to renew the
- 15.3 The
vendor is not responsible for a defect which is due to the fact that the
structure to which the product delivered by the vendor will be added, has
neither been designed, nor has been carried out observing a good planning
method, method of construction or installation method nor for the defect which
is caused by the use which is against the instructions for use or otherwise
- 15.4 The
vendor is not responsible for the indirect damage which has been caused in any
conditions to the buyer and the amount of compensation of the immediate damage
is restricted up to the financial amount of the agreement and/or sale in
question. The buyer's duty is to show the amount of the damage which has been
caused. Indirect damage refers at least to the damage which is caused by
diminishing or interruption of the production or of the turnover and to the
profit which has not been made because the agreement with the third party has
been dropped or has not been filled.
OF DELIVERY AND DELAY
- 16.1 The
parties agree on the time of delivery separately.
- 16.2 If
the delivery cannot be filled either at all or from some part or to receive the
product during the appointed time or if this kind of a delay looks probable,
the parties must inform another party of this at once. The both parties will be
obliged immediately after having learned of the delay to inform the reason for
the delay and a new time of delivery in writing.
- 16.3. 16.3.
If the correctly timed delivery of the product is prevented because of the
force majeure mentioned in section 17, the product shall be deemed delivered in
time when the product has been delivered after 30 days from the ceasing of the
- 16.4 If
the delay is caused by the reason caused by the vendor, the buyer has a right
to a delay fine of the size of 0.1% of the price which is in accordance with
the agreement from each even delay day for however no more than 60 days.
- 16.5 If
the delay is caused by the reason caused by the buyer, the vendor will have the
right to bill for the delivery according to the agreed schedule and to get a
compensation for the direct costs caused by the delay such as storage,
transport and other such costs.
- 17.1 Regulations
concerning the delay of these general terms of contract and terms of delivery
are not observed if the delay is a consequence of a war, revolt, an export ban
or import ban, a catastrophe, exceptional weather conditions, an interruption
in general traffic or distribution of energy, a fire, a labour dispute, a point
outside the possibilities of influencing of the vendor, a reason caused by the
vendor’s another productional or technical point outside
its possibility of influencing or another significant or unusual reason.
OF AGREEMENT AND CONTRACTUAL PENALTY
- 18.1 If either party is guilty of an
of their contractual obligations, the other party shall have the right
to cancel the
first having informed of it in writing, if the
neglect has not been corrected within a reasonable time.
- 18.2 If either party is in such a financial
reasonable grounds to
be suspicious of the performance of its obligations under the agreement,
party has the
right to cancel the agreement.
- 18.3 If
the buyer neglects his payment obligation, the vendor has the right to
temporarily interrupt the delivery instead of the cancelling until the due
payment has been made or the performing of it has been agreed on.
- 18.4 When
the agreement is cancelled for the reason caused by the buyer, the buyer will
be obliged to pay the value of the agreement or sale as the definite amount of
the contractual penalty. If the agreement is cancelled for a reason caused by
the vendor, the buyer has the right to get a compensation for its immediate
- 19.1. The
parties must not give to the third one without another party's permission the
information concerning the sale if to give information is not necessary to fill
obligations which are in accordance with the agreements.
- 19.2 The
parties must not use the contract or another party's name in the marketing
without other party’s permission.
- 20.1. The
securities are agreed on separately.
- 20.2. If
one can suppose that the buyer does not have a performance readiness of
payments, the vendor will be entitled to ask the buyer for an advance for the
products to be delivered or to require that the buyer deposits a security for
the performing of the payment. The advances and securities have to be retained
separately from the vendor’s other assets so that they can be easily
The security has to be valid at least one month over the time of delivery which
is in accordance with the agreement, however, until the time when the agreement
has been duly filled. The vendor has to prolong the validity of the security
when the delivery is delayed.
AND SAFEKEEPING OF THE PRODUCT
- 21.1. The
buyer is responsible for the insuring of the product from that moment onwards
when the liability for risk has been transferred to the buyer.
- 21.2. After
the liability for risk has been transferred, the buyer will also take care that
the product with its quality, its value and its other properties does not
decrease to the vendor’s detriment until the ownership has been transferred to
TO BE ADAPTED AND DISAGREEMENTS
- 22.1. Otherwise
the commercial law is applied.
- 22.2. Disagreements
concerning the agreement are solved according to the vendor’s choice either in
the court of arbitration or in the district court of the vendor’s domicile.