General Terms and Conditions
Version 7.0 / 12.3.2019
General Terms and Conditions
These General Terms and Conditions shall be applicable between Innoflame Oy (“Innoflame”) and its corporate customers (“Customer”), unless otherwise agreed separately.
1. Ordering of Products and Delivery
1.1. The Customer may place an order either by telephone, fax, e-mail, or through an information network by means of using the market place application provided to the Customer by Innoflame.
1.2. An order shall be deemed accepted, when a written order confirmation has been dispatched to the Customer. The Customer shall be responsible to check that the order confirmation corresponds to the order, and to immediately report any errors and omissions found in the order confirmation.
1.3. The products shall be delivered to the address provided in the order confirmation. The freight of the products shall be sub-contracted to an independent freight carrier, who shall be liable for the freight. Innoflame is liable for product damages occurred during transport or for delayed deliveries in accordance with section 5.3. of this agreement.
1.4. Title to the products ordered by the Customer shall be transferred to the Customer upon effecting to Innoflame of the purchase price pertaining to the products and other costs related to the delivery.
1.5. With regard to products customised with a trademark requested by the Client or otherwise, Innoflame will reserve the right to exceed or remain below the ordered amount by ten percent.
1.6. In relation to products bearing a logo requested by the Customer, or otherwise customised in accordance with the Customer’s wishes, Innoflame reserves the right to exceed or fall short of the quantity ordered by ten per cent.
1.7. Cancellation of an order is not possible without Innoflame’s consent, once Innoflame has confirmed the order and commenced the execution of the order placed by the Customer. Should Innoflame accept the cancellation of the order, the Customer shall be obligated to reimburse Innoflame for all the expenses incurred as a result of the cancellation, including all payments that Innoflame is obligated to effect to third parties owing to the cancellation of the order.
2. Market Place Application
2.1 For the purposes of placing orders through an information network and the management of products being stored on behalf of the Customer, Innoflame shall provide the Customer with complimentary access to an electronic market place application (“Market Place Application”).
2.2. Title to the Market Place Application is vested in Innoflame, with the Customer receiving a temporary, non-exclusive license to use the application. The Customer shall not have the right to copy, assign, modify, or otherwise amend the Application.
2.3. Innoflame shall provide the Customer with a customer ID and Customer/user-specific usernames and passwords (“Identification Tools”), which the Customer uses to sign-in into the market place. Innoflame can provide the Customer with new Identification Tools, if necessary.
2.4. The Customer undertakes to retain the different components of the Identification Tools with due diligence and separately, so as to prevent them falling into the hands of third parties. The Customer shall inform Innoflame immediately of any changes in its contact information. The Identification Tools shall be delivered to the Customer’s contact person by e-mail or in another separately agreed manner.
2.5. Usage of the Identification Tools corresponds to the Customer’s signature and the Customer accepts as binding upon itself all purchases, measures, undertakings and other expressions of will and messages made in the name of the Customer using the Identification Tools. The Customer is liable to ensure that anyone using the Identification Tools is authorised to act and to make binding expressions of will on behalf of the Customer.
2.6. If the Identification Tools have fallen into the hands of a third party, or if the Customer has reason to suspect that they might have fallen into the hands of a third party, the Customer shall be obligated to immediately inform Innoflame thereof, in order to prevent the unauthorized use of the services. The Customer shall be liable for any and all damage caused by the Identification Tools falling into the hands of a third party in accordance with clause 5.3 of this Agreement.
2.7. Innoflame shall strive to ensure that the Market Place Application remains constantly at the Customer’s disposal. Innoflame shall not, however, be liable for any errors in the Market Place Application or for any usage interruptions caused by up-dates, maintenance procedures or other disruptions. Innoflame is obligated to notify the Client of any operational interruptions.
3. Storing of Products for the Customer
The Customer has the option, if it so wishes, to store the products purchased by it in Innoflame’s warehouse, from which the products shall be further delivered in accordance with these terms and conditions to the instances indicated by the Customer. Unless otherwise agreed, the Customer shall pay storage-related charges in accordance with Innoflame’s price list.
4. Invoicing and Prices
4.1. The prices determined in price lists and offers do not include value added tax. The value added tax valid at the time, transport costs and other charges mentioned in the price list will be added to the prices. Payment term is 14 days net.
4.2. If the invoice’s payment is delayed, the Client will be obligated to pay a late payment interest of the delayed instalment in accordance with the Interest Act until the invoice has been paid in full onto Innoflame’s bank account.
5. Defective Deliveries and Indemnification
5.1. The Customer shall be obligated to inspect the ordered products without any undue delay following delivery. If the delivery is inadequate or the product defective, the Client must file a complaint about this to their appointed salesperson at Innoflame or through the customer service (email: firstname.lastname@example.org) without undue delay and, at the latest, within eight days after receiving the products.
5.2. If there is a defect in the product, Innoflame has the right, at its own discretion, to rectify the error, make a new delivery or offer a price reduction, at the Client’s approval.
5.3. Neither Contract Party will be liable for indirect damages, such as decreased production or turnover, lost profit or damages caused by the product to a third party. In all cases, the liability of the Contract Parties will be limited to the sum of the purchase price.
5.4. Tuotteillamme on yhden vuoden takuu, ellei tuotteen osalta ole tilausvahvistuksessa muuta mainittu. Takuu alkaa aina, kun tuote luovutetaan Asiakkaan haltuun. Vaihdamme viallisen tuotteen samanlaiseen tai korvaavaan vastaavilla ominaisuuksilla varustettuun tuotteeseen. Takuu ei korvaa kulumisesta, ohjelmisto-, asiakkaan omasta asennus- tai käyttövirheestä aiheutuneita vikoja. Takuutuotteen tulee aina olla alkuperäisessä kunnossa. Kaikki asiakkaan suorittamat tuotteeseen kohdistuvat modifikaatiot eväävät takuun kyseiseltä tuotteelta.
6. Force Majeure
Neither party shall be liable for damage caused by a Force Majeure event, such as industrial action, war, natural disaster, disruptions in general traffic or payment traffic, or a comparable event beyond the party’s control.
7. Governing Law and Forum
These General Terms and Conditions shall be governed by the laws of Finland. Any disputes between the parties shall be primarily settled through negotiations. In case an amicable solution cannot be reached, any disputes shall be settled in the Helsinki district court as the court of first instance. Innoflame shall be entitled, at its discretion, to file suit also in the court of first instance of the Customer’s domicile.