TERMS OF DELIVERY

1 APPLICATION OF GENERAL TERMS OF SALE

1.1 These general terms of sale (hereinafter referred to as “General Terms”) shall apply to all sales of goods by Tammer Brands Oy (hereinafter referred to as “TAMMER BRANDS”) under any order or agreement (hereinafter referred to as “Contract”) made between TAMMER BRANDS and its customer (hereinafter referred to as “Customer”) as well as to all offers and quotations made by TAMMER BRANDS, unless otherwise agreed. All changes to these General Terms shall be agreed upon in writing.
1.2 The goods to be supplied under these General Terms are hereinafter referred to as “Products”.
1.3 Quotations of TAMMER BRANDS are non-binding unless otherwise explicitly stated. A supply or other contract shall be deemed concluded only when (i) a
separate contract document has been signed or electronically accepted by TAMMER BRANDS and the Customer, or when (ii) TAMMER BRANDS has received an order from the customer and accepted the order in written form.
1.4 TAMMER BRANDS’s acceptance of the Customer’s order is conditional on the Customer’s assent to these General Terms. Acceptance of delivery without prior objection to these General Terms shall constitute such assent.
1.5 In the event of any conflict between the contractual documents, the following precedence shall apply: 1) the Contract and other specific conditions agreed by the parties in written form, 2) appendices to the Contract in the order specified in the Contract, 3) these General Terms, and 4) the Customer’s order accepted by TAMMER BRANDS.

2 INTELLECTUAL PROPERTY RIGHTS

2.1 Unless otherwise explicitly agreed, TAMMER BRANDS and/or its supplier(s) shall retain the intellectual property rights relating to the Product, its specification and other related documentation. The Customer undertakes not to take any action that jeopardizes such proprietary rights or acquire any right to the Products.

3 TERMS OF DELIVERY

3.1 The delivery term for the Products shall be FCA (Hämeenlinna, Finland) or DAP (Customer’s location) (Incoterms 2020) unless otherwise agreed in writing by the parties. Time for delivery shall be determined in the Contract. However, the delivery dates are approximations only. Partial delivery shall be permitted unless otherwise agreed.
3.2 If the Customer fails to receive the delivery at the agreed time for delivery, the Customer shall nevertheless pay any part of the Contract price which becomes due on delivery, as if delivery had taken place. TAMMER BRANDS may, but is not obliged to, arrange storage of the Products at the Customer’s risk and expense.
3.3 TAMMER BRANDS charges for pallets as follows: EUR 8 for pallets and EUR 6 for single-use pallets.
3.4 TAMMER BRANDS shall have the right to charge small delivery surcharges in accordance with the following list on the website of TAMMER BRANDS:
https://www.tammerbrands.fi/en/asiakkuus/terms-of-sale/

4 TERMS OF PAYMENT

4.1 Unless otherwise agreed in writing between TAMMER BRANDS and the Customer, the Products will be invoiced before the delivery. Payment shall be due as indicated in TAMMER BRANDS’s invoice, with no discount for early payment.
4.2 All prices are exclusive of value added tax (VAT) and other statutory payments and charges. In addition to the agreed Contract price VAT is charged in accordance with applicable legislation. All prices are in Euro currency, and all payments shall be made in Euro.
4.3 If the Customer fails to make any payment when due or if the Customer’s credit is for any reason no longer acceptable, TAMMER BRANDS may, at its discretion, consider the contract breached, accelerate all unpaid amounts, claim interest for delayed payment(s) and/or cancel or suspend any pending deliveries to the Customer. The interest rate for delayed payments is in accordance with the Finnish Interest Rates Act.
4.4 In the event that the Customer has made advance payment to TAMMER BRANDS and then cancels an order or the Contract, TAMMER BRANDS shall not be obliged to return any paid amounts to the Customer.

5 TITLE AND RISK

5.1 The title to the Product shall pass to the Customer when TAMMER BRANDS has received the payment in full.
5.2 The risk of loss shall pass to the Customer when the delivery of the Product has taken place. In the event that the delivery has not taken place at the agreed time of delivery due to a reason attributable to the Customer, the risk of loss shall pass to the Customer at the agreed time of delivery.

6 WARRANTY, CLAIMS AND REFUNDS

6.1 The Products comply with mandatory legislation of European Union and Finland in force at the time of delivery. Unless otherwise expressly and formally agreed, TAMMER BRANDS does not guarantee that the Products comply with local regulations of any other country than Finland.
6.2 TAMMER BRANDS warrants that the Products, as delivered, will comply with the agreed written specifications, or if not applicable, with TAMMER BRANDS’s specifications in effect at the time of delivery. The Customer assumes all risk and liability arising from conversion of the Products, including without limitation use of the Products in combination with other goods or material. THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO HIDDEN DEFECTS, MERCHANTABILITY OR FITNESS FOR AN INTENDED PURPOSE OR PARTICULAR USE.
6.3 The liability of TAMMER BRANDS for Products found not to comply with the above warranty (“Non-Conforming Products“) shall be limited, at the sole election of TAMMER BRANDS, to: (i) refunding the purchase price of the Non-Conforming Products; (ii) replacing the Non-Conforming Products; or (iii) repairing the Non-Conforming Products, if feasible. The Customer shall carefully examine the Products upon delivery. The Customer shall notify TAMMER BRANDS in writing of any Non-Conforming Product within three (3) working days after discovery of such Non-Conforming Product, but no later than fourteen (14) days after the Customer has taken the Product into use. If not so notified, TAMMER BRANDS shall have no liability arising out of such Non-Conforming Products. TAMMER BRANDS assumes no liability with respect to any Non-Conforming Product which has been used or processed after the discovery of the nonconformity. In any case, the warranty for the Product shall cease twelve (12) months after the delivery.
6.4 TAMMER BRANDS’S liability does not cover normal wear and tear of the Products.
6.5 TAMMER BRANDS processes all complaints through the form claims and refunds Complaints in relation to defects and shortages in products and deliveries shall be made within seven (7) days of receipt of the Products. Broken transport units and packages must be marked in the bill of lading and, if possible, authenticated with photographphotographs. For product warranty and spare parts issues, please contact Product support: https://www.tammerbrands.fi/en/productsupport/.

7 LIMITATION OF LIABILITY

7.1 TAMMER BRANDS’s maximum liability to the Customer or other persons for damages arising from the sale and purchase of Products may not under any circumstances exceed a hundred per cent (100%) of the net invoiced value of such Products in the relevant delivery. In no event, whether as a result of contract, warranty, tort (including negligence), strict liability or otherwise, shall TAMMER BRANDS be liable to the other for loss of profits, business, revenue, goodwill, use, data, electronically transmitted orders, other economic advantage, consequential, incidental, indirect, special or punitive damages, including but not limited to, loss of production, loss of business reputation or opportunity, loss or excessive utilization of raw material or energy, plant shut down, cost of capital, labour charges and the like, even if TAMMER BRANDS has been previously advised of the possibility of such damages.

8 CONFIDENTIALITY

8.1 The Customer shall keep confidential any technical, commercial, business related, financial or company information received from TAMMER BRANDS and/or any of its suppliers in connection with this business relationship regardless of the form of any such information or whether marked as confidential or not. The Customer shall use its best efforts to protect all such information from improper, unauthorised, negligent, or other inadvertent transfer to any third party. The abovementioned obligations shall remain in force for a period of ten (10) years from the date of the Contract irrespective of any earlier termination thereof.

9 FORCE MAJEURE

9.1 A case for release from obligations (Force Majeure) is deemed to be caused by overwhelming and abnormal impediment or occurrence that delays or prevents the fulfilment of the Contract and which neither party had reason to take into account when entering into the Contract and which is independent of any action by either party and could not be averted or prevented without unreasonable expense or loss of time. Such cases may result from war, mutiny, internal unrest, expropriation or confiscation for public needs, embargo, pandemic, acts of God, discontinuation of public transportation or supply of energy, labour conflict or fire or some other unusual event with equally drastic effects beyond both parties’ control.
9.2 If the fulfilment of a contractual obligation is delayed due to Force Majeure, the time for fulfilment of the contractual obligation shall be extended by a period which taking into account all relevant circumstances is deemed reasonable.
9.3 The party claiming to be affected by Force Majeure shall notify the other party in writing without delay on the intervention and the cessation of such circumstance.
9.4 Either party shall be entitled to terminate the Contract by notice in writing to the other party if the performance of the Contract is suspended due to Force Majeure for more than six (6) months.

10 ANTICIPATED NON-PERFORMANCE

10.1 Notwithstanding any other provision in these General Terms, TAMMER BRANDS shall be entitled to suspend the performance of its obligations under the Contract, when it is clear from the circumstances that the Customer will not be able to comply with or otherwise will not comply with its contractual obligations. Should TAMMER BRANDS suspend its performance of the Contract, TAMMER BRANDS shall forthwith notify the Customer thereof in writing.

11 TERMINATION

11.1 TAMMER BRANDS shall have the right to terminate the Contract with immediate effect if the Customer commits a material breach of the Contract and the breach is not rectified within fourteen (14) days from TAMMER BRANDS’s notice claiming such breach or if the Customer is declared bankrupt by a judgement of court or will have a receiving order made against the Customer or the Customer will present a petition in bankruptcy or the Customer becomes insolvent or will be held in sequestration.

12 DISPUTES AND APPLICABLE LAW

12.1 The Contract and these General Terms shall be governed, interpreted and construed in accordance with the laws of Finland.
12.2 Any dispute, controversy or claim arising out of or relating to this Contract, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce Finland.
12.3 The arbitration proceedings shall take place in Helsinki, Finland, in the English language. The number of arbitrators shall be one. The award shall be final and binding on the parties.
12.4 Notwithstanding the foregoing, TAMMER BRANDS shall be entitled at its discretion to have recourse to the District Court of Pirkanmaa (Finland) or any court having jurisdiction over the Customer on claims arising out of matured debts.
12.5 The provisions of these General Terms and the Contract are intended to be severable. If any provision or part thereof is held invalid, the rest of the General Terms and the Contract shall nevertheless remain in full force and effect to the maximum allowed by the applicable law.