GENERAL TERMS AND CONDITIONS

1. Scope
2. These General Terms and Conditions of Sale shall apply to all sales of goods between the Seller and the Buyer, where the Buyer is acting as a business or other professional entity. Any terms or conditions of the Buyer shall not apply unless expressly accepted in writing by the Seller.
   
   
3. Formation of Contract
4. A contract shall be deemed concluded when the Seller has confirmed the Buyer’s order in writing or delivered the goods. The Seller reserves the right to reject any order without stating reasons.
   
   
5. Prices
6. All prices are exclusive of value added tax (VAT), unless otherwise stated. Prices are based on the price list or quotation valid at the time of order. The Seller reserves the right to adjust prices in the event of significant changes in costs prior to delivery.
   
   
7. Payment Terms
8. Unless otherwise agreed, payment shall be made within [e.g. 14 days net] from the invoice date. Late payments shall accrue interest in accordance with the Finnish Interest Act, and the Buyer shall be liable for reasonable collection costs. The Seller reserves the right to suspend deliveries in case of overdue payments.
   
   
9. Delivery and Delivery Time
10. Delivery times are estimates only, unless expressly agreed as binding. The Seller shall not be liable for delays caused by circumstances beyond its reasonable control.
    
    
11. Delivery Terms and Transfer of Risk
12. Delivery shall be made in accordance with the agreed delivery term (e.g. INCOTERMS® 2020). Unless otherwise agreed, the risk of loss or damage to the goods shall pass to the Buyer when the goods are handed over to the carrier.
    
    
13. Retention of Title
14. The goods shall remain the property of the Seller until the purchase price has been paid in full.
    
    
15. Inspection and Claims
16. The Buyer shall inspect the goods without undue delay after delivery. Any defects or non-conformities must be notified to the Seller in writing without delay and no later than seven (7) days from delivery. Failure to notify within this period shall constitute acceptance of the goods.
    
    
17. Defects and Liability for Defects
18. The Seller shall be liable for defects in accordance with the Finnish Sale of Goods Act. The Seller’s liability shall be limited, at its discretion, to repair, replacement, or a price reduction. The Seller shall not be liable for defects caused by improper use, installation, or insufficient or incorrect information provided by the Buyer.
    
    
19. Limitation of Liability
20. The Seller shall not be liable for any indirect or consequential damages, including but not limited to loss of profit, loss of production, or loss of turnover. The Seller’s total liability shall in all cases be limited to the value of the delivered goods, unless mandatory law provides otherwise.
    
    
21. Force Majeure
22. The Seller shall not be liable for failure or delay in performance due to force majeure events, including but not limited to labor disputes, fire, war, pandemics, governmental actions, or significant disruptions in the supply chain.
    
    
23. Governing Law and Dispute Resolution
24. These Terms and Conditions shall be governed by the laws of Finland, excluding its conflict of laws rules. Any disputes arising out of or in connection with these Terms shall be settled primarily through negotiations and, failing such settlement, by the District Court of the Seller’s domicile.