Terms of sale - Siparila

Siparila General Terms of Sale

1. Scope of application

These General Terms and Conditions of Sale (the “Terms”) apply to all agreements by which
SIPARILA OY (the “Seller”) sells its goods (the “Products”) to any purchaser (the “Buyer”),
irrespective of the way in which the sales agreement (the “Contract”) is concluded and cover the
entire Product range of the Seller. Making a purchase or placing an order for the Products implies
the complete and unreserved adherence to these Terms. Different or additional provisions, including
the Buyer’s general terms of business, shall apply only if agreed in writing by the Seller and the
Buyer (the “Parties” or the “Party” respectively) in each individual case.

2. Products

2.1. Products
The Products include all other products manufactured and sold to the Buyers by or on behalf of the
Seller. The Products are either standard sale Products (the “Standard Products”) or specifically
manufactured for an individual Buyer, special profile products, color, etc. (the “Custom Products”).

2.2. Product catalogue
The list of Standard Products produced and sold by the Seller is available on the website of the
Seller, in the price list or Product catalogue (“the Catalogue”) which is made available to the Buyer
on request. The Seller is entitled to make changes to the range of Products at any time upon its sole
discretion. Only the currently effective list of Products is valid and can be relied on for placing
orders.

2.3. Quality and completeness of set
The Seller warrants that the quality of the Standard Products corresponds to the Seller’s quality
standards and that the completeness of set of the Products corresponds to the Product specification
currently in force. The Seller maintains the right to make changes to Product specifications,
provided that these changes do not affect the functionality of the Product. The Custom Products
quality is agreed between the Seller and the Buyer on an agreement or on an order confirmation.

3. Ordering

3.1. Standard Products
The Buyer may order Standard Products in written form by e-mail. The Buyer shall indicate the
expected place of destination of the goods and the expected time of delivery.

3.2. Custom Products
For the supply of Custom Products, the Buyer shall request a quotation from the Seller. A quotation
made by the Seller shall be valid for (30) thirty calendar days unless indicated otherwise in thequotation. Acceptance of the quotation by the Buyer constitutes an order for the respective Custom
Products.

3.3. Confirmation of orders
The Contract for the sale of Products is concluded when the Seller confirms the order. The Seller
shall confirm or refuse to confirm an order within three (3) working days. In the order confirmation
the Seller specifies the terms of delivery of the goods. The Buyer is required to check order
confirmations in case of human mistakes.

If the order confirmation contains modifications or additional terms compared to the order or
quotation, the contract of sale is considered to be definitely concluded if, after receiving the order
confirmation, the Buyer does not state within two (2) working days that it does not accept the
modified or additional terms offered by the Seller.

4. Prices and payment

4.1. Prices
Prices of Standard Products are based on the price list prevailing at the time of delivery of the
contract of sale. Price lists are market specific and the prices may vary for different countries,
territories or customer types.

Prices of Custom Products are specified in the respective quotation issued by the Seller. Unless
indicated otherwise in the price list or quotation, the prices include the costs of packaging but are
exclusive of the costs of freight and insurance of the goods for transit, value added tax, duties and
other customs clearing expenses.

4.2. Terms of payment
Payment for the Products shall be made either as prepayment or within the term agreed. For Custom
Products Buyer is required to make a prepayment of 50% of the price before the manufacture of the
Products begins and the rest of the purchase price must be paid when the Products are completed
but before they are loaded for transport unless the Parties have agreed otherwise. Payments shall be
made by a bank transfer to the bank account indicated by the Seller. The Buyer shall cover the
relevant bank charges. Payments are deemed to have been effected when the relevant sum is
received on the Seller’s bank account.

4.3. Delayed payments
Upon failure of the Buyer to make a payment on time, the Seller is entitled to demand late payment
interest (16% yearly interest) of the delayed payment per each day of delay. In case the Buyer fails
to make a timely prepayment and exceeds the due date by more than 7 days, the Seller is entitled to
suspend or cancel the respective order.

4.4. Unilateral deductions
The Buyer is neither allowed to make any unilateral deductions from the amounts on the invoice nor
to set off against the claim of the Seller any of its own alleged claims, without the prior written
consent of the Seller.

5. Delivery

5.1. Delivery terms
Unless otherwise indicated in the price list, quotation or order confirmation or separately agreed by
the Parties in writing or in a form which can be reproduced in writing, delivery of the Products is
FCA, Seller’s factory Finland (Incoterms 2020).

5.2. Delivery time
The delivery time for a specific order is specified by the Seller in the order confirmation. The
delivery time starts from the day when the Seller confirms the Buyer’s order. For Custom Products
the term of delivery shall not begin before all technical issues relevant for manufacturing the
Products or for processing the order have been resolved between the Parties. The delivery time is
extended by an appropriate period of time if the Buyer’s subsequent changes to the relevant
information or documentation cause a delay in manufacturing the Products. The Seller has right to
postpone the delivery or production if Buyer has overdue invoices, the credit limit has been
exceeded or required prepayment has not been received.

5.3. Failure to take delivery
The Buyer must take delivery of the goods at the time and place determined in accordance with
these Terms. In case the Buyer refuses to take delivery of the goods or is in delay with taking
delivery, the Seller is entitled to demand contractual penalty in the amount of 0.1% of the price of
the respective goods per day. The Buyer must also compensate any costs and damages that the
Seller incurs due to the Buyer’s failure to take delivery, including costs of storage of the goods.

6. Retention of title

Until the Seller receives the full purchase price, the Seller retains the legal property of the goods.
During this time, the Buyer may resell the goods only as an agent of the Seller and only in the
ordinary course of business to a bona fide purchaser.

7. Inspection and notification

7.1. Inspection
After delivery of the Products, the Buyer must inspect the goods or cause them to be inspected
immediately. The inspection must include checking the quantity and quality of the Products and
whether they correspond to the accompanying documents. The Buyer must also check the Products
for any external damage, including damage to the packaging.

7.2. Notification of non-conformity
In case the nomenclature, quantities or quality of the delivered Products do not correspond to the
order confirmation, or the Products or their packaging have been damaged, the Buyer must inform
the Seller immediately, but not later than within fourteen (14) calendar days from the day when the
non-conformity was discovered or ought to have been discovered. The Buyer must describe the
non-conformity and, if practicable, provide photos or other evidence.

7.3. Consequences of failure to inspect and notify
The Buyer loses the right to rely on any problems with the quantity or quality of the Products if the
Buyer has failed to perform a timely inspection and the nonconformity would have been noticeable
on a reasonable inspection or if the Buyer does not notify the Seller of the non-conformity within
the required time period.

8. Claim procedures

8.1 In the event of a dispute and/or claim regarding the delivered Products, the Buyer has no right to reject the Products or to refuse to pay in accordance with the stipulations of the Contract.

8.2 Upon receipt of the Products, the Buyer shall, without delay and by using due diligence, examine the
Products both as to their quality and quantity. The Buyer takes responsibility to take care that the Products, which are damaged or wrong quality, are not installed. If those Products are installed the Seller responsibility from the claim expires.

8.3 Claims regarding quality and/or condition will be recognized by the Seller for any delivered Products
when the Buyer has sent the Seller a written statement as to whether the claim is for quality and/or condition together with a statement, within fourteen (14) calendar days from the First Safe Place of Rest after Discharging.

8.4 Claims related to manufacturing defects will be recognized by the Seller for any delivered Products when the Buyer has sent the Seller a written statement as to whether the claim is for manufacturing defects together with a statement, within thirty (30) calendar days from the First Safe Place of Rest after
Discharging.

8.5 The statement of claim (i) shall contain the order number, a description of the Products, including their sizes and pack number(s), if possible, or in case missing those a bill of lading/waybill number. (ii) shall identify the specific defects that are the subject of complaint and (iii) shall set out the percentage
depreciation and the total amount being claimed for each size. (iv) and photos of the claimed Products.

8.6 It is upon the Buyer’s responsibility to keep the Products in safe custody until the final settlement of the claim, i.e. the delivered Products that have been dried in accordance are to be stored in a dry place, and the specially dried Products are to be stored in a place where the Buyer can guarantee an unaltered moisture content.

8.7 No claim for quality shall be recognised on any delivered item or part item that has been broken into (for example, installed, cutted or repainted). An item or part item shall be considered intact if it can be produced in its entirety as delivered. In the event of a claim for quality on any single item or part item for which the Buyer has made complaint, the said Products shall be available in total to the person(s) who will inspect the Products.

8.8 Where the Products are discovered to be defective, the Seller shall, at its sole discretion, (i) replace the Products with conforming Products, without any additional expense to the Buyer, or (ii) reimburse to the Buyer the price paid for the defective Products and thereby terminate the Contract as regards the Products in question. Alternatively, the Buyer shall, at the Seller’s sole discretion, be entitled to a reduction of the price, one which reflects the difference between the defect-free Products and the defective Products.

8.9 No claim for quantity (under-shipment or over-shipment) or nonshipment will be recognized by the
Seller unless a written notice of claim is sent to the Seller within fourteen (14) calendar days from the First Safe Place of Rest after Discharging. With respect to such claims for which the Seller is liable and for which the Seller can establish that the under-shipment, over shipment or non-shipment did not arise from adeliberate act on its part, the damages shall, as concern under-shipment or non-shipment, be considered equal to ten (10%) per cent of the Contract price of the Products that is the subject matter of the claim, and as concerns over shipment, the Buyer is entitled to reject the excess as further described in above. The Seller shall pay amount due to the Buyer within thirty (30) calendar days being the full and final settlement of such claim.

8.10 If, on the expiry of thirty (30) calendar days from the receipt by the Seller of the Buyer's statement in
accordance with Clause 8.4 and the notice of readiness for inspection, an amicable settlement of the claim has not been reached, then the claim can be submitted to arbitration in accordance with the provisions of Clause 13.

9. Warranty

The normal warranty period for products is two years from delivery. The seller has an extended warranty on some products. In order for the extended warranty to take effect, the buyer or the buyer's customer must register for the Siparila Warranty Program(www.siparila.fi) and comply with the Siparila Warranty Terms and Conditions. Please contact the Seller for more information.

The warranty does not cover normal wear and tear, weathering of wood, fading of natural shades, damage caused by Buyer's negligence, or if the product has not been installed and maintained in accordance with Seller's instructions. The warranty shall also not apply if a design or construction defect is found in the structure.

The Seller is obliged to repair the defect under warranty without delay or to supply a replacement product within the normal delivery period. The seller's liability under the guarantee for consequential damage is limited to the value of the defective products. Indirect damage to be compensated does not include damage caused by a reduction or interruption in the Buyer's production or turnover, loss of profit or damage caused by a lapsed contract.

10. Confidentiality

The Parties shall not disclose without the other Party’s prior written consent any information which
is received from the other Party in connection with the sale and supply of Products, unless
otherwise required by law or judicial order, or if the receiving Party can prove that such information
has been known to it prior to receipt. In particular, the product information, prices and other terms
and conditions of individual orders shall remain confidential. Disclosure of information by a Party
to its auditors, professional advisors or bankers is not considered to constitute breach of
confidentiality.

11. Intellectual property and product information

11.1. IP rights of the Seller
All of the Seller’s intellectual property, including copyrights, trademarks, patents, trade names,
trade secrets, know-how, technical documents, product and production specifications and other
manufacturing information, or rights or licenses relating to any of the foregoing used in connection
with the Products shall remain the sole and exclusive property of the Seller.

11.2. Results of creative work
Unless otherwise expressly agreed by the Parties in individual cases, all drawings, projects,
architectural designs and other results of creative work, documents, data and records, which are
created by the Seller for or at the request of the Buyer (the “Results”), remain the exclusive property
of the Seller and the Seller is entitled to use such Results for business, production and marketing
purposes.

11.3. Photos and other recordings
The Seller is entitled to take photos and make other recordings of the Products before, during and after they have been installed, or to ask the Buyer to provide such photos and other recordings. The Seller is entitled to use such photos and other recordings in its marketing activities.

11.4. Use of Product information
The Buyer is not allowed to publicly use any photos, plans, manuals and other Product information
provided by the Seller without the prior written approval of the Seller, unless such use is reasonably
necessary for authorized resale of the Products.

11.5. Advertising materials
Any materials which the Buyer has received from the Seller for advertising purposes may only be
used to promote the sale of the Products of the Seller.

12. Force majeure

12.1.
A Party is released from liability for failure to perform or correctly perform the obligations arising
from the Contract if such failure was caused by circumstances which are beyond the control of the
Party and which the Party was unable to affect or avoid (e.g. such as flood, fire, earthquake or other
natural disaster, war, terrorist attack or strike) and which render the performance or correct
performance of the Contract impossible.

12.2.
The Party whose activity in the performance of the obligations under the Contract is prevented by a
force majeure circumstance shall immediately notify the other Party thereof. The force majeure
circumstance shall not release a Party from the obligation to take all possible measures to prevent
and/or minimize damage caused to the other Party as a result of the failure of the first Party to
perform or correctly perform the Contract.

13. Settlement of disputes and jurisdiction

13.1. Settlement of disputes and jurisdiction
The Parties shall make every effort to settle all disputes arising from or in connection with the
Contract amicably through negotiations. In the event that negotiations fail, any dispute, controversy
or claim arising out of or in connection with the Contract, including the breach, termination or
invalidity of the Contract, shall be settled in the courts of Finland. The court of first instance is the
Keski-Suomen Käräjäoikeus (district court) in Jyväskylä.

14. Applicable law

The Contract shall be governed by and construed in accordance with the laws of Finland. The
application of the United Nations Convention on Contracts for the International Sale of Goods of
1980 (CISG) is excluded.

15. General provisions

15.1.
The Parties may not transfer their rights or obligations arising from the Contract to any third party
without the prior written approval of the other Party.

15.2.
Any notice, application or other communication to be given or made under the Contract to the other
Party shall be in writing or in a form which can be reproduced in writing (such as e-mail). Such
notice, application or other communication shall be deemed to have been duly given or made when
it is delivered by courier against signature, by registered mail or fax or e-mail to the other Party.

15.3.
If the Buyer is a consumer, these Terms do not prejudice the application of any provisions of the
applicable law which cannot be derogated from by agreement.

15.4.
If any individual provision of these Terms is entirely or partially invalid or ineffective, the
remaining provisions or the remaining parts of such provisions shall not be affected thereby. The
Parties shall replace any invalid or ineffective provision with an effective provision which comes
closest to the economic purpose of the ineffective provision.

15.5.
The present version of the Terms enters into force on 15 April 2024.

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