General Terms and Conditions

1. SCOPE OF APPLICATION AND DEFINITIONS

1.1. These general terms and conditions shall apply to the sale and licensing information technology products and to the supply of information technology services.

1.2. Product means the hardware, equipment, software, data system or other similar product that constitutes the object of the agreement and any instructions or other documentation related thereto.

1.3. Service means the installation, maintenance, support, consultancy, training, and software service or other service that constitutes the object of the agreement.

2. DELIVERY, INSTALLATION AND ACCEPTANCE OF THE DELIVERY

2.1. The equipment shall correspond to what the parties have agreed in writing.

2.2. The supplier shall make the best effort to deliver the equipment to the customer on the agreed date of delivery.

2.3. Unless otherwise agreed in writing, the terms of delivery for the equipment shall be delivered to the place specified in the order or agreement.

2.4. Unless otherwise agreed in writing, the customer shall be responsible for the installation of the equipment.

2.5. If it has been agreed that the supplier shall install the equipment, the customer shall at its own expense prepare the operating environment of the equipment in conformity with the supplier’s instructions. The supplier shall be entitled to inspect the operating environment at a time agreed upon by the parties prior to the agreed time of installation.

2.6. If it has been agreed that the supplier shall install the equipment, the customer shall arrange access to the supplier to the installation premises at a time to be agreed upon by the parties for the performance of the installation

2.7. Unless a separate acceptance test has been agreed upon, the customer shall perform the acceptance inspection of the equipment within 7 days of the date of delivery of the equipment by the supplier to the customer. The customer shall without undue delay inform the supplier in writing of all defects or errors detected in the delivery.

2.8. Defects or errors that do not substantially interfere with the use of the equipment shall not prevent the acceptance of the delivery. The supplier shall, however, correct such defects or errors without undue delay in accordance with the warranty terms.

2.9. If the customer is responsible for the installation of the equipment, the delivery shall be deemed to have taken place when the equipment is delivered to the customer. If the supplier is responsible for the installation of the equipment, the delivery shall be deemed to have taken place when the installation has been completed.

3. TITLE AND RISK OF LOSS

3.1. The title to the acquired equipment shall pass to the customer upon payment of the purchase price in full to the supplier

3.2. Risk of loss or damage to the equipment shall pass from the supplier to the customer in accordance with the terms of delivery

4. SUBSTITUTING EQUIPMENT AND MODIFICATIONS

4.1. The supplier may with the consent of the customer replace the equipment specified in the order with other equipment.

4.2. The supplier shall be entitled, prior to delivery and without prior notification to the customer, to make such modifications to the equipment which improve the equipment.

4.3. The customer shall be entitled to make changes to equipment owned by the supplier and leased to the customer or otherwise assigned to the use of the customer only with the prior written consent of the supplier.

5. WARRANTY

5.1. Kuori Oy as manufacturer grants a three (3) year warranty period for its products from the day the product has been delivered, unless otherwise agreed upon in writing. The warranty covers structural, production and material faults.

5.2. The warranty is valid only if the product has been used in an environment that it has specifically been designed for. Users must ensure they have followed the  installation/user/maintenance manual accordingly. The warranty does not cover normal wear and tear of the equipment or the repair of a defect or error attributable to external factors, e.g. accident, fluctuation of electricity or air conditioning, damage caused by thunder or fire

5.3. In a case where the warranty is valid Kuori Oy will primarily attempt to repair the product. An attempt to self-repair without written permission from Kuori Oy will invalidate the warranty for the product. Kuori Oy will not reimburse possible work, travel or other indirect costs that may be generated due to product defects.

5.4. If it is established that the defect or error reported by the customer is not covered by the warranty, the supplier shall be entitled to charge 85 €/hour for each person and 0,75 €/km for travel for diagnosis and location of the defect and error. In addition, the supplier shall be entitled to charge the customer for such agreed corrections of defects or errors as are not covered by the warranty.

5.5. The supplier’s liability for the defects and errors of the equipment shall be limited to fulfilment of the warranty obligations under this section 5.

6. MAINTENANCE AND SPARE PARTS

6.1. The supplier shall be responsible for the availability of spare parts and maintenance for the equipment delivered

6.2. Response time and pricing of maintenance and spare part services shall be agreed on in a separate service agreement between parties. If no such agreement exists, maintenance and spare part services are priced and charged separately for each service need, unless covered by warranty.

7. PRICES

7.1. The parties shall agree on the prices, pricing principles and the adjustment of the prices for the deliverables in writing. To the extent the parties have not agreed otherwise in writing regarding the prices, pricing principles and the adjustment of the prices for the deliverables, the terms set out in sections 7.2 – 7.6 shall apply.

7.2. With respect to prices tied to a currency exchange rate, these shall be determined using the mid-rate quoted by the European Central Bank at the date of invoicing

7.3. The supplier shall be entitled to adjust the recurring charge of a product or service by notifying the customer of the change and of the reason of the change in writing at least 30 days before the effective date of the change.

7.4. The prices shall include all public charges determined by the authorities and effective on the date of signature of the agreement, except for value-added tax, any certificates that the customer may want to include in the equipment, as well as installation costs. Value-added tax shall be added to the prices in accordance with the then current regulations. Any certifications as well as installations are priced and charged separately.

7.5. The supplier shall be entitled to charge for customary and reasonable travel and accommodation costs as well as per diem allowances separately. The supplier shall also be entitled to charge an hourly charge for time taken by a journey necessitated by the service.

7.6. Pursuant to the agreed pricing principles, the supplier shall be entitled to charge, separately, for work that does not fall within the scope of deliverables but is ordered by the customer in writing.

8. PAYMENT TERMS

8.1. The parties shall agree the payment installments and payment terms in writing. To the extent the parties have not agreed otherwise in writing regarding the payment installments and payment terms, the terms set out in sections 8.2 – 8.4 shall apply.

8.2. The supplier shall invoice for the products 50% upon customer order and 50% after delivering the products to the customer. Supplier shall invoice for the services following their performance. However, the supplier shall be entitled to invoice for recurring charges and other periodically invoiced charges in advance in accordance with intervals agreed in writing or, if the intervals have not been agreed in writing, monthly in advance.

8.3. The payment term is 7 days net from the date of delivery or date of invoice, whichever is later.

8.4. Interest on delayed payments accrues in accordance with the Interest Act

9. SUBCONTRACTING

9.1. Unless otherwise agreed in writing, either party shall have the right to subcontract its obligations under the agreement.

9.2. Each party shall ensure that its subcontractors comply with the requirements set out for the party.

10. CONFIDENTIALITY

10.1. Each party shall keep in confidence all material and information received from the other party and marked as confidential or which should be understood to be confidential.

10.2. Each party shall promptly upon termination of the agreement or when the party no longer needs the material or information in question cease using confidential material and information received from the other party and upon request return or destroy the material including all copies thereof in a reliable manner. Each party shall, however, be entitled to retain such material as is required by law or regulation by the authorities.

10.3. The rights and responsibilities under this section 5 shall expire after 5 years from the latest written order, or termination of an agreement between the supplier and the customer.

11. DATA SECURITY

11.1. Each party and its subcontractors shall comply with the measures agreed by the parties in writing and the legal requirements set out in applicable laws related to data security and backup requirements

11.2. Each party shall ensure that the part of the deliverables and the party’s own environments, such as equipment, and communications network, are protected against data security threats in accordance with the adequate data security procedures used by the party

11.3. A party shall notify the other party without undue delay of any significant data security risks and data security breaches, actual or suspected. A party shall take immediate action in order to eliminate or reduce the effect of any data security breach.

12. FORCE MAJEURE

12.1. Neither party nor subcontractors of a party, shall be liable for delay and damage caused by an impediment beyond the party’s control and which the party could not have reasonably taken into account at the time of conclusion of the agreement and whose consequences the party could not reasonably have avoided or over-come. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, pandemic, earthquake, flood or other similar natural catastrophes, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action. A strike, lockout, boycott and other similar industrial action shall also be considered, if not proven otherwise, a force majeure event when the party concerned is the target or a party to such an action.

13. DELAY OF AGREEMENT

13.1. If a party finds that a delay will or is likely to occur, such party shall without delay inform the other party in writing of the delay and of the effects of the delay on the delivery time schedule.

13.2. Supplier takes no responsibility for potential financial losses caused by delays to its customers or the customers of its customers

14. LIABILITY FOR DAMAGES AND LIMITATION OF LIABILITY

14.1. The parties shall agree on liability for damages and limitation of such liability in writing. To the extent the parties have not agreed otherwise in writing regarding liability for damages and limitation of liability, the terms set out in sections 14.2 – 14.3 shall apply.

14.2. Neither party shall be liable for any indirect or consequential damage. Indirect or consequential damage shall mean, inter alia, loss of profits or damage caused due to decrease or interruption in turnover or production

14.3. Neither party shall be liable for the destruction, loss or alteration of the other party’s data or data files

15. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

15.1. The agreement shall be governed by the laws of Finland.

15.2. Any dispute, controversy or claim arising out of or relating to collaboration between the parties, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. A dispute shall be resolved by a sole arbitrator. Notwithstanding the preceding sentences, claims for non-payment of monetary charges may be resolved in the district court of the respondent’s place of domicile if the respondent does not contest its payment obligation.

15.3. If the parties so agree in writing, any dispute, controversy or claim arising out of the agreement shall be resolved in the district court.

16. ASSIGNMENT AND AMENDMENTS OF THE AGREEMENT

16.1. Neither party may assign the agreement, either wholly or in part, without the written consent of the other party. Such consent shall not be unreasonably withheld if the assignee undertakes in writing to comply with the terms and conditions of the agreement and the assignment is to a company belonging, according to the Accounting Act, to the same group of companies as the party, or is made in connection with the transfer of business operations.

16.2. The supplier shall, however, be entitled to assign its receivables under this agreement to a third party by notifying the customer of the assignment in writing.

16.3. All changes and amendments to the agreement shall be agreed in writing to be valid