1. Parties and agreement on the sale of products

The delivery agreement on the delivery of goods and/or order for the delivery of products and order confirmation received in response to it (hereinafter referred to as “the Delivery Agreement”) and these general terms of delivery of products shall together constitute the agreement (hereinafter referred to as “the Agreement”) under which Piristeel Oy (hereinafter referred to as “the Vendor”) agrees to deliver its rainwater, ladder and roof safety products (hereinafter referred to as “the Product” or “Products”) to the customer (hereinafter referred to as “the Customer”).

These general terms of delivery of goods shall be applied to all deliveries between the Vendor and Customer, unless otherwise specified in the Delivery Agreement. These general terms and conditions shall also apply to all future Delivery Agreements between the Vendor and Customer, even if the application of the general terms has not been specifically agreed upon again, unless the Vendor’s new general terms of delivery have been confirmed as to be applied to deliveries between the Vendor and Customer.

2. Application of the general terms and order of precedence

The Delivery Agreement and these general terms of delivery of goods shall constitute the agreement as a whole applied to the delivery of products. In case of conflicts between the Delivery Agreement and these general terms, the provisions of the Delivery Agreement shall take precedence.

3. Conclusion of the Delivery Agreement

The Delivery Agreement is concluded when the Parties confirm that they approve the terms and conditions of the Delivery Agreement by signing the Delivery Agreement on the delivery of goods and/or when the Vendor confirms the order placed by the Customer by sending an order confirmation to the Customer electronically or by fax.

The Vendor shall not be liable to deliver on account of an order placed by the Customer; the conclusion of the Delivery Agreement requires the Vendor to accept the Customer’s order.

The Vendor shall have the right to check the Customer’s credit rating.

4. Terms of payment and consequences of a delay in payment

Unless other terms of payment are agreed upon in the Delivery Agreement, the term of payment is fourteen (14) days net as of the date of the invoice. The Customer shall not have the right to offset the purchase price or part thereof or withhold from paying the purchase price based on any complaint or alleged counterclaim that they might have, unless the counterclaim is undisputed or the Vendor been ordered to pay it by a legally valid judgment.

If the Customer fails to pay the purchase price or part thereof by the due date:

1) the Vendor shall have the right to withhold the deliveries of products pursuant to all agreements between the Vendor and Customer or only deliver goods on terms and conditions it decides on;

2) the Vendor shall have the right to declare all of the Customer’s costs not due as due for payment with immediate effect; and

3) the Customer shall pay the Vendor interest on arrears pursuant to the Finnish Interest Act (633/1982) for each day that the payment of the purchase price or part thereof is delayed from the due date.

The Customer shall make any complaints concerning invoicing within fourteen (14) days from the date of the invoice.

5. Retention of ownership

The Vendor shall own the products until the Customer has paid the purchase price in full. The Customer shall keep the products so that they can be distinguished from the Customer’s own products and property.

6. Delivery

6.1 Terms of delivery

The delivery method of the products is EXW, unless otherwise agreed. The products will be delivered using the Vendor’s contractual freight provider or, if separately agreed or confirmed in writing, the Customer’s contractual freight provider. Shipping costs will be charged to the Customer in connection with the invoicing for the products based on the Vendor’s contractual freight rates or one-way freight price list.

6.2 Delivery time

The Vendor shall do its best to deliver the products on the date specified in the Delivery Agreement, but cannot guarantee a delivery time unless the Vendor and Customer have separately specifically agreed on a delivery time in writing. If the products are delivered after the delivery time and the delivery time and sanctions in case of delay have not been specifically agreed upon, the Vendor is not liable for losses or costs incurred due to the delay, unless the delay is attributable to the Vendor’s gross negligence or intentional action.

7. Inspection of the goods and any defects

The ordered products shall be inspected upon the arrival of the shipment, in the presence of the driver. If the products have been damaged in transit, the damaged products must be marked on the waybill. If the driver carrying the products does not have the time to wait for the inspection of the products or if the products cannot be appropriately inspected for another special reason, a reservation shall be marked in the waybill and any transport damage must be complained about to the Vendor within seven (7) days of receiving the shipment. In all cases, complaints concerning the quality of the products or incomplete delivery shall be made within seven (7) days of receiving the shipment. After the complaint, the Vendor shall always be reserved an opportunity to inspect the quality of the products. The Vendor is not liable for damage or shortcomings regarding deliveries if a complaint concerning the damage or shortcomings has not been lodged within the above-mentioned deadlines or which the Vendor has not been provided with an opportunity to inspect.

If a product is found to be defective and the defect is not attributable to the Customer, the Vendor and Customer shall aim to agree on a price reduction. If the parties fail to reach an agreement on a price reduction, the Vendor shall have the right to either repair the product or products within a reasonable time or, at its discretion, deliver a new product instead of the defective one within reasonable time or compensate the Customer for the price of the product and the shipping costs incurred by the Customer. If the Vendor delivers a new product in place of a defective one or refunds the price of a defective product, the defective product shall remain the Vendor’s property.

The Customer is liable for the fitness of the products they order for the intended purpose. When ordering custom-made or special-made products, the Customer is liable for the accuracy of the information provided, such as dimensions and other details with effects on the manufacture of the products.

8. Warranty

The Vendor grants the following warranties for the products:

Piristeel product warranty

Piristeel raw material warranty

More detailed warranty terms and conditions are provided to Piristeel Oy’s customers by request.

9. Disclaimers

The products shall be installed and maintained in accordance with the manufacturer’s maintenance and installation instructions. The Vendor is not liable for any losses incurred by the Customer, Customer’s contractual partner or any other third party due to the product being installed or maintained in violation of the maintenance and installation instructions. Under no circumstances shall the Vendor be liable for consequential or other similar damage incurred by the Customer. The vendor’s maximum liability is always limited to the value of the products delivered.

10. Force majeure

The Vendor shall be released from its obligations under the Delivery Agreement and theses general terms and the liability to pay damages or other compensation if the breach or non-fulfilment of the Vendor’s such obligations is due to an event of force majeure.

Events of force majeure include natural disasters, interruption of public transport or data traffic or energy supply, strike, fire, defectiveness delay or of products or services sourced from or in the possession of a third party or another reason beyond the Vendor’s control with corresponding effects.

11. Secrecy

The Customer shall keep secret all of the Vendor’s trade and business secrets and other confidential information that the Customer receives with the Delivery Agreement or otherwise. The non-disclosure obligation shall also survive the fulfilment of the obligations of the Delivery Agreement and these general terms.

12. Other terms and conditions

12.1 Notices

The Customer shall submit all claims, notices and other communications relating to the Delivery Agreement or these general terms in writing to the address or e-mail address specified in the Delivery Agreement or these general terms or subsequently reported by the Vendor to the Customer.

12.2 Governing law and disputes

The agreement shall be governed by the laws of Finland.

Any disputes relating to the agreement shall be resolved through negotiations between the Vendor and Customer. If the negotiations do not lead to an amicable settlement, the dispute shall be resolved by the district court of the Vendor’s domicile at the time as the court of first instance.

These terms of delivery shall supersede previous versions as of January 3, 2022.