1.1 In these General Conditions of Sale and Delivery (the “Conditions”), the term “TKE” means TK Engineering Oy; “Buyer” means any person or entity purchasing a product from TKE; “Contract” means any agreement to the effect that Buyer shall purchase products from TKE; “Product(s)” means any hardware, (including firmware) and software (including any driver and API) sold or licensed by TKE.
1.2 These Conditions shall govern any sale and delivery and any offer made by TKE. Terms deviating from these Conditions shall not be valid unless TKE has confirmed them expressly in writing.
1.3 A Contract is deemed concluded only after TKE has confirmed the order in writing or upon carrying out the order. Unless TKE has given its prior acceptance in writing, Products are not returnable (unless being faulty) nor may a Contract be cancelled. If the period of validity of an offer made by TKE has not been explicitly set, its validity is limited to ten (10) days from the date of issue.
2. Price and payment
2.1 Prices for the Products will be set out in the offer or the price list valid on the day the Contract was concluded. Prices include packaging and package for the Products. Prices for the Products do not include any customs, duties, value-added tax, income tax or any other assessment levied by authorities in the Buyer’s country. Any such amounts levied, whether withheld at source or otherwise, will be added to the price for the Products and shall be paid by, or for the account of, the Buyer.
2.2 All deliveries are Ex Works TKE’s premises Vaasa, FINLAND (INCOTERMS 2020). TKE shall be entitled to invoice upon delivery. Payment terms are thirty (30) days from the date of the delivery of the invoiced Products unless other terms has been beforehand stated.
2.3 After a Contract has been concluded and up until delivery of the Products, TKE may, at its sole discretion, cancel any credit granted to the Buyer and request pre-payment or any other appropriate security arrangements prior to delivering the Products.
2.4 Title to the Products shall remain with TKE and shall not pass to the Buyer until payment in full has been received by TKE. Even though the Products have been delivered to the Buyer, TKE may terminate a Contract, with immediate effect, and recover the Products should a default in payment occur.
3.1 The Products will be delivered on the agreed delivery date. Should TKE discover that the delivery date set out in a Contract can not be met, TKE shall immediately notify the Buyer in writing, stating the cause for the delay and its best estimate of when the delivery can be made. If a delay occurs due to any action or omission by the Buyer, the delivery date will be moved forward as considered reasonable in view of all circumstances at hand.
3.2 In case of a delayed delivery caused by TKE, the following shall apply:
- TKE may be susceptible to a liquidated fine of one (1) per cent of the price for the Products per completed two (2) weeks period of delay. The fine shall not exceed a total of five (5) per cent of the price for the Products. The fine shall only be based upon the price for the items actually delayed. Liquidated fines shall not apply should less than five (5) per cent of the items in an entire shipment be delayed.
- If the delay in delivery is such that the Buyer is entitled to maximum fines and if the Products still not delivered, the Buyer may in writing demand delivery within a final reasonable period, which shall not be less than two (2) weeks.
If TKE does not deliver within such final period, the Buyer shall be entitled to terminate the Contract for such part of the delivery as has still not been delivered. Where TKE is in delay and such delay is prolonged due to circumstances caused by the Buyer, liquidated fines shall not be imposed upon TKE for the period of additional delay caused by the Buyer.
3.3 The remedies for late delivery set out herein shall be the full and exclusive remedy available to the Buyer. All other claims against TKE based on any delay in delivery shall be excluded.
4. Liability for faulty Products
4.1 In case of delivery of faulty Products, TKE undertakes, during a period of twenty four (24) months from delivery of the Products, to repair or replace any Product found to be faulty. However, should software included in the Products not be feasible to repair or replace TKE may, at its sole option, decide that the Products shall be returned – instead of being repaired or replaced – and the price for the Products will be refunded. Any repair or replacement shall be made at TKE’s option and cost and with reasonable expedience. Products returned or otherwise rejected shall be delivered to TKE at TKE’s expense and risk. All Products returned or rejected shall be accompanied by a report issued by the Buyer, stating the reason for the return and/or rejection. This liability does not cover faults caused by the Buyer’s or a third party’s incorrect handling of the Product.
4.2 The remedies for delivery of faulty Products set out herein shall be the full and exclusive remedy available to the Buyer. All other claims against TKE based on delivery of faulty Products shall be excluded
5. Other terms and conditions
5.1 All intellectual property rights in the Products are and shall remain the exclusive property of TKE or its licensors, as applicable. In case any software should form an integral part of a Product or otherwise be included in deliveries from TKE, such software shall always be deemed to be provided to the Buyer pursuant to a non-exclusive license agreement, for the sole purpose of enabling the Products to perform in accordance with its specifications.
5.2 In no event shall TKE or the Buyer be liable for indirect or consequential damages. TKE has no liability for the result of Buyer’s use of Products in conjunction with hardware and software not provided by TKE.
5.3 Certain Products shall be used together with software and hardware not provided by TKE. TKE’s information concerning such Products’ capability, capacity and performance shall not constitute a commitment or guarantee of any kind when such results are dependant upon software and hardware not provided by TKE.
5.4 Circumstances that may be designated as force majeure shall be considered as grounds for relief from a Contract, provided that the circumstance at hand could not have been foreseen when the Contract was made, that it was not caused by the party seeking relief and that it impedes the performance of a party according to the Contract and fulfilment of the performance in question therefore would be unreasonably onerous.
5.5 Any Contract shall be governed and construed by Finnish substantive law. Any dispute, controversy or claim in connection with a Contract shall be finally settled by arbitration, in accordance with the Rules of the Arbitration Council of the Western Finland Chamber of Commerce and Industry. The arbitration tribunal shall be composed of one (1) arbitrator. The venue for arbitration shall be Helsinki, Finland. The language to be used in the arbitral proceedings shall be English, unless both parties are registered in Finland