TERMS OF SALE

1. 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. VENDOR

  • 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. BUYER

  • 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. PRODUCT

  • 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. MATERIALIZING OF AGREEMENT

  • 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.
  • 5.2. 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 buyer.
  • 5.3. 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 reject.
  • 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.

6. PRIORITY OF GENERAL CONTRACTUAL TERMS

  • 6.1. These terms are applied to the agreement between the vendor and the buyer if not agreed otherwise in writing.
  • 6.2. These terms are applied also when the vendor has transferred the rights and obligations that are based on the agreement to a third party.

7. TRANSFER OF AGREEMENT

  • 7.1. 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.
  • 7.2. 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.
  • 7.3. The vendor has the right to use subcontractors to fulfil obligations that are based on the agreement.

8. PURCHASE PRICE

  • 8.1. A sale will be subject to the current prices listed by the vendor or an otherwise agreed price.
  • 8.2. ’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.

9. TERMS OF PAYMENT

  • 9.1. Payments shall be made against the invoice according to a commercial agreement and/or delivery agreement and according to the agreed schedule.
  • 9.2. 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.
  • 9.3. 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.
  • 9.4. 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 collection charges.

10. ADDITIONAL AND ADJUSTMENT WORKS

  • 10.1. 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.

11. OWNERSHIP

  • 11.1. 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 the buyer.

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 safety.
  • 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 product.

13. TRANSITION OF THE RISK

  • 13.1. 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.
  • 13.2. 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 buyer.

14. DELIVERY 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 product.
  • 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.

15. RESPONSIBILITY 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 delivery.
  • 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 given instructions.
  • 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.

16 TIME 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 obstacle.
  • 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. FORCE MAJEURE

  • 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.

18. CANCELLATION OF AGREEMENT AND CONTRACTUAL PENALTY

  • 18.1 If either party is guilty of an essential neglect of their contractual obligations, the other party shall have the right to cancel the agreement after 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 situation that there are reasonable grounds to be suspicious of the performance of its obligations under the agreement, the other 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 damages.

19. CONFIDENTIALITY

  • 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. SECURITIES AND ADVANCES

  • 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 individualized.
  • 20.3. 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.

21. INSURANCE 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 the buyer.

22. LAW 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.