General sale and delivery terms

1. Application of the terms

These sales and delivery terms are applicable to contracts between the Tietokeskus companies and their customers. The Tietokeskus companies acting as product and service vendors shall henceforth be referred to as “(the) Vendor”. The Vendor’s customer which is the purchaser of the products and services shall henceforth be referred to as “(the) Customer”. The Vendor and Customer shall jointly be referred to as “(the) Parties”. The Parties shall commit to following the sale and delivery terms set out here, except insofar as there is a separate written agreement to the contrary. For clarity’s sake, note that “the products” refers to both hardware and supplies on the one hand, and software/licences and services provided by the Tietokeskus companies on the other (henceforth “(the) Products and Services”).

These delivery terms shall take effect from 1/6/2016 and shall replace all the previous general delivery terms of the Tietokeskus companies and their subsidiaries.

2. Registration

The Customer must register to initiate the customer-vendor relationship by giving the Vendor the basic information required for registration. The Vendor reserves the right to investigate the Customer’s creditworthiness both prior to the initiation of a customer-vendor relationship and at any point during the contractual relationship. The Vendor is entitled to reject an order made by the Customer due to poor creditworthiness on the Customer’s part or any other significant grounds.

3. Orders

The contract for the supplying of the Products and Services shall begin once the Customer has sent an order to the Vendor, and the Vendor has found the Customer to be creditworthy and has approved the order. The person making a given order must have the required authorizations and, when making the order, he/she must provide the basic information related to the delivery, such as the name and address of the Customer and the ordering party, the customer ID number, and the delivery and invoicing address.

The Vendor shall only deliver the Products and Services ordered by the Customer to locations within the territory of Finland unless otherwise agreed with the Customer.

4. Deliveries

The normative delivery period for warehouse Products is two full business weekdays from when the order arrives. The delivery time for customer-specific Products shall be agreed separately on a case-by-case basis.

The Vendor shall deliver the Products to the delivery address indicated by the Customer, insured in accordance with the delivery prices and delivery terms that are in effect at the time in question.

The Customer is responsible for providing the Vendor with the correct delivery address, and for ensuring that the delivering party has the ability to bring the Products to the indicated address at the stated delivery time.

If the Vendor is prevented from delivering the Products and Services to the Customer for force majeure reasons, the Vendor shall not be obligated to provide a resulting rebate or reimbursement. In this case, “force majeure” shall be regarded as including the following: war, rioting, labour strike, fire, significant property damage, actions by a public authority, or another factor that is independent of the Vendor and affects the ability to deliver. The Parties shall make case-by-case agreements on any rebates resulting from significantly delayed deliveries.

5. Prices/Fees

The prices indicated by the Vendor shall be in effect until further notice, with the exception of prices based on a given offer, which shall be in effect for thirty (30) days from the date of the offer. A response to an offer that includes additions, restrictions or conditions shall be regarded as a counter-offer and not binding on the Vendor. The VAT that is effective at a given time shall be applied to all prices stated by the Vendor. Remarks and comments related to prices must be communicated to the Vendor within ten (10) days of the invoice date.

Fees for the Services shall be invoiced as laid out in the contract documentation, which can mean invoicing in advance, periodical invoicing while the Service is being provided or invoicing after the Service has concluded, unless agreement to the contrary is made in these general terms of the Tietokeskus companies, in any applicable additional terms or in the contract documents. Services that are paid for in advance must be used during the contractual period. If the contract comes to an end, the Vendor shall not reimburse any advance fees or any other fees that have already fallen due or have already been paid.

If an estimated total fee based on the amount of time or material used, or on usage fees, is specified in the contract document, this estimated total fee shall be for planning purposes only. The Vendor shall invoice for fees based on the actual time or materials used, or in accordance with the Customer’s actual or allowed use. However, if the contract document specifies a minimum amount, the Vendor shall invoice for at least this much.

The basis for one-time fees and recurring fees may be the measured actual or justified usage (e.g. the justified use of device capacity, the number of users with respect to the programmes or the readings of meters with respect to maintenance services). The Customer commits to providing the Vendor with the information on actual use that is specified in the contract documents or the additional terms.

The Customer also commits to promptly inform the Vendor of any changes it has made to its environment that will affect the usage fees and to pay any additional fees that may arise as a result of the changes. Recurring fees shall be adjusted accordingly. If the Vendor changes the measurement bases, the Vendor’s terms for changes to fees shall be applied.

The Vendor may, from time to time, make changes to the fees. A decrease in fees shall be applicable to fees that are due on the date that the decrease takes effect or thereafter.

Unless there is an agreement to the contrary in the additional terms or contract document, the Vendor may increase the recurring fees associated with the Products and Services, and the fees and minimum service fees charged for Services delivered in accordance with these general contractual terms of the Tietokeskus companies, by informing the Customer of the increase in writing three months in advance. New prices shall enter into force on the first day of the invoicing or payment period after the prices take effect.

The Vendor may increase one-time fees by giving prior notification of this.

6. Payment terms

Payments terms of fourteen (14) days net shall be applied to orders. The interest rate for delayed payment shall be in accordance with the Interest Act, in its effective form at a given time.

The Vendor shall charge the Customer a processing fee of ten (10) euros for the issuing of payment reminders. The Customer shall be charged for costs
related to the collection of the invoiced amount in accordance with the actual costs incurred.

7. Defective products and returns

When a delivery is made, the Customer must, as a first action and within a reasonable period, perform an acceptance inspection of the delivery to determine whether the it is in keeping with what was ordered and whether the condition of the products is defective. Notification of a defective delivery or Product must be made in writing within seven (7) days of receipt of the delivery. Otherwise, the delivery shall be regarded as accepted.

The Customer must return any Product that it finds to be defective to the Vendor within fourteen (14) days of receipt of the Product in its original and sale-ready packaging in accordance with the Vendor’s instructions. The Vendor shall inspect the returned Product for any defects; it shall either do so on its own, or send the Product to the manufacturer for this purpose.

For a Product to be returned, both the consent of the Vendor and a return number are required. The return number must be stated in all contexts related to the return process. When a return is made, it is also necessary to state the reason for the return, and the invoice ID number or shipment list ID number. The Vendor shall not give a refund for a Product return if the Product or its packaging is not in sale-ready condition unless the reason for the return is a defect in the Product.

Products manufactured in accordance with specifications given by the Customer shall not carry any right of exchange or return. The Vendor shall not reclaim returns that are sent on a cash-on-delivery basis or via credit package. The Vendor is not responsible for defects and damage that arise due to improper storage or handling of a Product by the Customer, or use of the Product by the Customer in an unsuitable manner or under unsuitable conditions. The Customer must take responsibility for ensuring that the Product is suitable for the intended purpose. If a return of the Product to the Vendor is due to an error on the Customer’s part, the Customer shall pay the costs of the return. The Vendor shall not be responsible for the compatibility of the Products. Software and licences shall be delivered in unaltered form without any accompanying warranty.

The Vendor’s compensation liability for any defects shall be limited to the purchase price of the Product. It is the Vendor’s decision whether to replace a defective Product with a new defect-free Product or to refund the purchase price, or a portion of this price, to the Customer. The Vendor is not responsible for any damage that is indirectly caused to the Customer.

8. Warranty

The Vendor’s warranty is based on the warranty that the Product’s manufacturer provides for the Product. The warranty covers all defects associated with the manufacturing or raw materials of products. Natural or mechanical wear, and breakdown due to abnormal use, are not included in the scope of the product warranty. In the event of an unjustified warranty return, the Vendor is entitled to charge the Customer for the reasonable costs associated with the return plus ten (10) euros for the cost of processing. The Vendor is not responsible for the availability of spare parts or maintenance services, or for software support.

9. Ownership rights and risk responsibility

The Products are the property of the Vendor until they have been fully paid for. However, if the Customer is a reseller, the Customer shall have the right to hand the Products over to another party.

The risk responsibility for the Products shall transfer to the Customer at the moment the transaction is completed or when the Product is handed over to another party, insofar as the Vendor is responsible for delivery of the Product to the Customer.

10. Modification of contract terms

The Vendor may change the terms of the contract, including these general contract terms of the Vendor, by informing the Customer of such a change in writing at least three months before the change takes effect. Modified terms shall be applied starting on the day they take effect to new orders, contracts that are effective until further notice and periodically renewed contracts.

If the Customer does not accept changes to the contract, the Customer shall be entitled to cancel the contract as soon as the changes take effect. In such a case, the cancellation must take place within 30 days of the Customer being notified of the change to the contractual terms. Modifications of fees shall be made in the manner described in the “Prices/Fees” section above.

Other modifications to contracts must be made via a written agreement signed by both Parties.

11. Limitation of liability

In cases where the Vendor has made an error in its performance of contractual duties or has otherwise caused damages, the Customer may be entitled to receive damage compensation from the Vendor. Regardless of the basis on which the Customer is entitled to receive damage compensation from the Vendor, unless there is binding legislation that specifies otherwise, the Vendor’s responsibility for claims arising from the Products or Services relating to the Products or Services or otherwise arising on the basis of the contract shall be restricted to immediate damages that the Customer has actually suffered as a direct and immediate consequence of error or neglect on the Vendor’s part. The amount of damage compensation shall, however, be no more than the price of the defective Product or Service or, in cases of a Service for which recurring fees are charge, the amount corresponding to the service fees for the three (3) months preceding the error or neglect in question. The Vendor shall not be liable for penalties except with respect to damage compensation.

Unless there is binding legislation that specifies otherwise, the Tietokeskus companies, their subcontractors and their software developers shall not be responsible in any circumstances for any of the following, even if there has been prior notification of the possibility thereof:

  1. loss or damage of data;
  2. indirect damage or losses; or
  3. loss of business profits, business activity, revenue, goodwill or unobtained expected savings.

12. General principles

Written notifications, including notifications made to a designated representative of the receiving party, must be sent to the address indicated by this party. Insofar as nothing to the contrary is required by any binding legislation, the parties may send to and receive from each other electronic messages and faxes as part of the business relationship specified in these general terms of the Tietokeskus companies, and such communications shall be regarded as documents signed in writing. The identification code contained in electronic messages (“user ID”) shall be regarded as sufficient confirmation of the sender’s identity and the genuineness of the document.

The Parties shall work in a positive collaboration to resolve any disputes, differences of opinion or claims between them regarding the contract. Each Party shall give the other Party reasonable opportunity to rectify any contractual breach. If a
dispute cannot be resolved in this way within 30 days of the date of the claim presented by one Party to the other, the dispute shall be resolved in the District Court of Southwest Finland.

Either Party may dissolve the contract if the other Party significantly breaches the terms of the contract. However, dissolution requires that the Party that committed the breach be notified of its negligence in writing and that it be given a reasonable period of at least 30 days to rectify the negligence.

The obligations of the Vendor specified in this contract are valid only in Finland. Both Parties accept that the laws of Finland shall be applied to the contract and to the parties’ rights and obligations that arise from, or are otherwise associated with, the contract, irrespective of provisions and principles regarding choice of law.

13. Terms of the contract and their order of application

In addition to any special terms and conditions, the Tietokeskus companies’ general sale and delivery terms, and the IT2015 contractual terms shall be applied to all Services and Products supplied by the Vendor. The order of applicability of the contractual terms shall be as follows:

  1. The contract, including its annexes, between the Vendor and Customer regarding the Services and Products
  2. The general sale and delivery terms of the Tietokeskus companies in force at a given time
  3. The contractual terms of the Tietokeskus RESURSSI service
  4. To the extent applicable to each delivery, the IT2015 general contractual terms (YSE), special terms and conditions regarding hardware deliveries (ELT), special terms and conditions regarding consulting and other expert services (EAP), special terms and conditions regarding software maintenance services (EOY), and special terms and conditions regarding hardware maintenance services (ELH).
    The Tietokeskus companies’ general sale and delivery terms can be viewed on the Vendor’s website at www.tietokeskus.com

14. Exceptions

These sale and delivery terms shall not be applied to public bid requests insofar as they diverge from the terms presented in each specific public bid request.

General sale and delivery terms of the Tietokeskus companies, 1/6/2016