配送条款

1. Scope of Application

These terms and conditions shall apply to the sale and delivery of components and equipment by Finlight (Finlight Group Oy) where installation is not included in the delivery, unless otherwise agreed in writing.
These terms shall not apply to agency sales, which are subject to the manufacturer’s terms of sale.
These terms primarily apply to transactions between business customers. In consumer transactions, mandatory consumer protection legislation shall prevail to the extent it deviates from these terms.

2. Contract

A contract between the Seller and the Buyer shall be deemed concluded when one or more of the following conditions are met:
a) the parties have signed a written agreement (purchase agreement);
b) the Buyer has accepted the Seller’s offer (in writing or orally); or
c) the Seller has confirmed an order not based on, or deviating from, the offer as such (order confirmation).

3. Delivery Term

The goods shall be made available free carrier at the importer’s warehouse in Akaa, Finland (FCA, Incoterms 2020). Risk shall pass to the Buyer when the goods have been handed over to the Buyer or the carrier.
The Seller may insure the delivery at the Buyer’s expense, in which case the insurance costs shall be invoiced separately. Delivery may be arranged under the Buyer’s freight agreement, or the Seller may arrange freight to the Buyer’s delivery address, invoiced separately.

4. Delivery Time

4.1 Unless otherwise agreed, the Seller shall determine the delivery time. The delivery time shall be notified to the Buyer in writing in the order confirmation or webshop order confirmation.
4.2 If the Buyer is creditworthy, the delivery time shall commence when the order has been accepted and the order confirmation issued, unless otherwise stated.
4.3 If the Buyer is not creditworthy, or if the purchase price or part thereof is payable before manufacturing or delivery commences, the delivery time shall commence only when the agreed advance payment has been received in full in the Seller’s bank account.
For deliveries requiring advance payment, the Seller may state the delivery time in the form “X weeks after receipt of payment” where manufacturing or procurement begins only after payment.
4.4 A prior-sale reservation shall apply to offers where products are stated to be available from stock; in such case, the stock may be sold to another buyer during the validity of the offer.
4.5 Unless otherwise agreed, the delivery time shall be deemed to commence from the latest of the following dates:
a) the date of contract or order confirmation;
b) the date on which the Seller has obtained any required official approvals or permits;
c) the date on which the Seller receives any advance or prepayment required under the contract for manufacturing or delivery.
4.6 Where delivery times are agreed in approximate terms, a tolerance of ± one-third shall apply. After two-thirds of the stated delivery time has elapsed, either party may request a fixed delivery date in writing. If no delivery time has been agreed at all, the same procedure may be applied six (6) months after conclusion of the contract.
4.7 The Seller shall notify the Buyer without delay upon becoming aware of a delivery delay, stating the reason and the estimated new delivery date. If the delay is caused by the manufacturer or the Seller’s subcontractor, the Seller shall not be liable for damages arising from such delay. The Seller shall also not be obliged to perform the contract if performance is prevented by circumstances beyond the Seller’s control or would require unreasonable sacrifices compared to the benefit to the Buyer. Once the impediment has ceased within a reasonable time, the Buyer may require performance.
4.8 The delivery time shall be deemed to have expired when the goods have been handed over for carriage or when the Seller has notified that the goods are ready for collection.
4.9 The Seller’s liability for damages shall not cover indirect or consequential losses.
4.10 Certain products are available only subject to the principal’s stated delivery time and any minimum delivery quantity.

5. Delivery

5.1 Unless otherwise agreed in writing, delivery shall be FCA Akaa (Incoterms 2020). The goods shall be deemed delivered when handed over to the carrier nominated by the Buyer at the Seller’s warehouse or other notified place of delivery in Akaa.
5.2 The Seller or its logistics partner shall load the goods onto the transport arranged by the Buyer in accordance with FCA. Thereafter, all transport costs and risks shall pass to the Buyer.
5.3 If the Buyer fails to nominate a carrier or transport arrangements in due time, the Seller shall be entitled to arrange transport at the Buyer’s cost and risk or charge storage and handling fees. In such case, risk shall pass when the goods are ready for delivery.
5.4 If collection has been agreed in writing as the delivery method, the Buyer shall collect the goods at the agreed time from the notified collection point. If the Buyer fails to collect, risk shall pass at the originally agreed collection time, and the Seller may charge storage, handling, and any re-delivery costs.
5.5 The Buyer may not refuse partial delivery unless otherwise agreed in writing.
5.6 Risk shall pass to the Buyer at the latest of the following times:
a) when the goods have been handed over to the carrier nominated by the Buyer at the Seller’s delivery point in Akaa under FCA; or
b) when the Seller has notified that the goods are ready for collection where collection is the Buyer’s responsibility.

6. Prices

6.1 All prices are stated excluding VAT and delivery packaging, unless otherwise indicated in the offer or contract. Prices apply to suppliers’ factory packaging minimum quantities or delivery quantities unless otherwise agreed in writing.
6.2 Unless otherwise agreed in writing, prices are valid ex works Seller’s premises in Akaa and based on the price list or offer valid at the time. The Seller reserves the right to change price list prices without separate notice unless otherwise agreed.
6.3 If VAT, customs duty, excise duty, or any other tax, charge, or public levy affecting delivery changes, is abolished, or newly imposed due to legislation, authority decision, or interpretation, the delivery price shall be adjusted accordingly.

7. Currency Clause

7.1 If an offer, price list, or order confirmation is stated in a currency other than euro (EUR), prices shall be fully (100%) tied to that currency.
7.2 Unless a reference exchange rate or its date is specified, the reference rate shall be the exchange rate of that currency against euro (EUR) on the contract date (order confirmation date).
7.3 If the exchange rate against euro (EUR) changes by more than ±2% from the reference rate before the delivery date, the Seller shall be entitled to adjust the sales prices by the full amount of the change on a percentage basis.

8. Payment Terms

8.1 Business Customers
Standard payment term is 14 days net unless otherwise agreed in writing. The Seller may accept other payment terms by separate agreement. The Seller may assign invoicing and accounts receivable management to a third party, in which case the Buyer shall pay invoices directly to that party.
Late payment interest shall be determined in accordance with the Finnish Interest Act and shall be the reference rate + 10.5 percentage points. The reference rate shall be the rate published by the Bank of Finland under the Interest Act.

8.2 Private Customers
Payment term for private customers is cash on collection or advance payment unless otherwise agreed.

9. Delivery Charges

Orders placed via the webshop are subject to the delivery and packaging charges stated in the webshop.
All other orders (e.g. ERP-based, email, sales, or quotation-based orders) shall be charged based on actual freight and packaging costs unless otherwise agreed in writing. In addition, an administration and handling fee of EUR 15 and a packaging fee of EUR 10 shall be charged unless otherwise agreed.

10. Product Information and Confidential Information

10.1 Information in the Seller’s or its suppliers’ catalogues, lists, and technical documents (e.g. technical values, dimensions, prices) is indicative only and not binding unless otherwise agreed in writing.
10.2 All drawings, technical documents, and other information necessary for manufacturing the product or its parts supplied by one party to the other before or during the contract shall remain the property of the supplying party. The receiving party shall not, without the supplying party’s written consent:
a) use;
b) reproduce;
c) duplicate;
d) disclose; or
e) otherwise provide to third parties
such documents or their contents.
10.3 Customer and contact data provided to the Seller shall be processed in the customer register. The Finlight Group Oy privacy notice for customer, supplier, and marketing registers is available from the Seller.

11. Warranty for Defects

11.1 The Seller shall be liable for product defects in accordance with applicable law. In addition, the Seller grants product warranty liability in accordance with the manufacturer’s or supplier’s warranty. Material and manufacturing defects shall be remedied at the Seller’s option by:
a) repairing the defective products; or
b) supplying equivalent replacement products free of charge.
11.2 The Buyer shall promptly send the defective product to the Seller for inspection. The shipment shall include an explanation of the reason for return (e.g. copy of delivery documents or receiving inspection report), any return number, and the Seller’s contact person.
11.3 The warranty does not cover damage or defects caused by, for example:
a) improper storage, handling, installation, or use;
b) the Buyer’s own design, dimensioning, or product selection;
c) normal wear and tear; or
d) modifications, repairs, or additions not approved in writing by the Seller.
The Buyer is responsible for selecting the correct product with regard to corrosion resistance and operating environment unless otherwise agreed in writing.
11.4 The Buyer shall bear the cost of returning defective products unless otherwise agreed. The Seller shall bear the cost of returning repaired or replacement products.
11.5 Repaired or replaced products shall be granted a new warranty, however not exceeding the end of the original warranty period of the original product.
11.6 The Seller’s liability for defects is limited to warranty performance. The Seller shall not be liable for indirect or consequential damages (e.g. production interruption, loss of profit, contractual penalties).
11.7 Unless otherwise stated by the manufacturer, the warranty period is three (3) years from the delivery date.

12. Limitation of Product Liability

Many international component manufacturers prohibit in their datasheets and technical documentation the use of their products as critical components in life-support or implantable devices without the manufacturer’s written consent. The Buyer shall bear all consequences if products are used in such applications contrary to these restrictions.

13. Order Cancellation

13.1 Business Customers
The Buyer may cancel an order only with the Seller’s consent. For agreed cancellations of stock products, a credit of up to 70% may be granted. Products procured or manufactured specifically for the Buyer (non-stock/intermediary products) cannot be cancelled. The Seller may cancel a back-order if its value is insignificant relative to the total order.

13.2 Private Customers
The right of cancellation applies only to products handled to the extent necessary to establish their nature, characteristics, and functionality. Products must be returned carefully packed; original packaging is recommended.

14. Return of Orders

These return conditions apply to returns not based on product defect, complaint, or warranty. Return instructions shall be provided after the Seller’s written approval.

14.1 Business Customers

Return of delivered products requires the Seller’s prior written consent and may concern one or more products or the entire order. Approved returns apply only to unused, resalable standard products in original undamaged packaging. The Buyer shall bear all return costs (transport, packaging, handling). The Seller may charge a handling fee and deduct any depreciation in value from the credit. Custom-made or Buyer-specific products cannot be returned.

14.2 Private Customers

Consumers have a statutory right under consumer protection law to cancel distance sales within 14 days of receiving the product. Cancellation may concern one or more products or the entire order. The right applies only to unused, saleable products in original packaging. Return costs shall be borne by the consumer unless otherwise agreed in writing. The right of cancellation does not apply to custom-made products or products manufactured or procured according to the consumer’s individual requirements.

15. Disputes

The parties shall primarily seek to resolve disputes through negotiation. Failing agreement, disputes shall be settled by the District Court of Pirkanmaa, Finland, under Finnish law.