Scanclimber® Oy General Terms and Conditions of Sale and Service
1. AGREEMENT
These terms and conditions, together with the Order Confirmation, constitutes the full and complete Sale Agreement (the “Sale Agreement”) between Scanclimber Oy (the “Seller”) and party purchasing products from the Seller (the “Buyer”). Any deviations from these terms and conditions must be agreed upon by both parties in writing; otherwise, these terms and conditions shall prevail.
Unless otherwise specified in the quotation, the Seller’s quotation shall expire thirty (30) days from the date of issuance.
The Sale Agreement becomes valid only after the Seller provides written acceptance to the Buyer (the “Order Confirmation”).
A Sale Agreement cannot be cancelled without the Seller’s prior written consent.
2. SPECIFICATIONS AND MODIFICATIONS
The specifications mentioned in the Seller’s catalogues, price lists, leaflets, and all advertising documents are for information purposes only. The Seller reserves the right to make any changes they may consider appropriate on the models, even after the acceptance of an Order Confirmation, provided that the essential specifications and performance are not affected.
3. PRICES AND TERMS OF SALE
Prices are quoted in Euros and specified to be exclusive of discounts, VAT, other taxes, or insurance for unpackaged products. The products are sold under the Free Carrier (FCA) Incoterms® ICC at the Scanclimber Sp zoo’s factory in Gniezno, Poland, as of the contract date. Any expenses incurred for packaging, loading, and transportation from the factory to the designated place of delivery shall be borne by the Buyer unless otherwise agreed in writing. The Buyer is responsible for any import duties, taxes, and other third-party charges.
The Seller reserves the right to impose an additional fee for small orders, as specified in the price list.
4. PAYMENT
Except as specified in the specific terms appearing on the Order Confirmation, the price is payable as follows by international wire transfer:
- A partial payment is required with the Order Confirmation as a down payment.
- The balance thirty (30) days from the date of the invoice.
The down payment made with the Order Confirmation does not entitle the Buyer to retract from the Sale Agreement. In case of Sale Agreement Confirmation cancellation, the down payment remains with the Seller as compensation, without prejudice to any other rights.
5. SETTLEMENT
5.1 Default Consequences
Non-payment constitutes default, triggering the immediate maturity of all debts, even those not yet due.
5.2 Penalties for delay and compensation for recovery costs
If the specific terms in the Order Confirmation specify a deferred payment and any due dates are missed, the Buyer is subject to penalties for delay without prior formal demand. The penalty rate aligns with the Finnish Interest Rates Act (340/2002), set at the reference rate in Finland plus seven percentage points.
Furthermore, for overdue payment, the Buyer is obliged, without prior formal demand, to pay recovery costs of 40 Euros. The Seller reserves the right to seek compensation from the Buyer for any recovery costs exceeding this fixed amount resulting from the Buyer’s delayed payment.
5.3 Penalty clause
By express agreement, in the event of non-payment by the Buyer on the due date, the Seller shall have the right to claim, as a penalty, compensation of sixteen (16) percent of the amounts due, in addition to the interest specified in the Order Confirmation and any litigation costs.
5.4 Retention of Title and Risk of Loss
The products specified in the Order Confirmation shall remain the Seller’s property until full payment of the agreed price. All means of payment, including cheques, drafts, or other negotiable instruments, shall be considered as payment only after the actual collection of their full amount by the Seller.
During the period between delivery and full payment of the price, the Buyer shall only be considered as a temporary depository of the products. The Buyer must pay the price on agreed due dates, or failing payment of a single payment, pay the full price, or return the products. Otherwise, they shall be deemed in material breach of the Sale Agreement and shall incur the penalties provided for by applicable law.
The delivery itself shall place the products at the Buyer’s risk despite the fact the latter is only a temporary depository until full payment is made.
Due to the Buyer’s status as a temporary depository until full payment of the price, they will not be entitled to resell or alienate the products by any means, including by way of a contract of pledge, security, or otherwise.
However, the Buyer may:
- With prior written approval from the Seller and assuming full liability, instruct the end-customer to directly pay for the products specified in the Order Confirmation; or
- Assign the rights and responsibilities of the current Sale Agreement, provided they inform their assignee of their own liability. This includes specifying that the products are subject to a reservation of title clause and that the Buyer themselves is only the depository until full payment of the price. In this scenario, the assignee is also considered a depository until full payment, and the Seller retains the right to demand payment or product return if the full price is not paid by the due date.
6. DELIVERY TIME AND DELIVERY
6.1 Delivery Terms and Responsibilities
Delivery refers to the placement of the products at the location notified by the Seller. The delivery time is the date indicated by the Seller on the Order Confirmation acknowledgement. Delivery times are provided for informational purposes only and are not binding. The Seller undertakes to promptly deliver the products to the Buyer provided that all necessary information and documents are received for contract fulfilment. It is explicitly agreed that the Seller shall not be liable for any delay, except in cases of deliberate tortious intent.
6.2 Delivery Collection, Obligations and Acceptance
The Buyer must collect their products from the Seller’s premises within thirty (30) days of receiving notification that the products are ready for delivery.
If the Buyer fails to collect the products within this 30-day period, and after a formal demand made via registered letter with acknowledgement of receipt requesting immediate removal, the Seller reserves the right to compel the Buyer to fulfil their obligations, including payment. Delivery will be considered completed in this case, and the Seller will store the products at the Buyer’s risk.
After the 30-day period specified in the section above, the Seller may consider the Sale Agreement terminated by the Buyer. Payments received from the Buyer will be retained without prejudice of any other rights. The Seller may also demand compensation equal to fifteen (15) percent of the products’ price as a penalty. After notifying the Buyer via registered letter, the Seller may use the products as they see fit.
The products are delivered with their instruction manual for use, and the user must read them before using the products. If the Buyer does not have the documents, they should contact the Seller to obtain them.
Acceptance: Failure to raise any written claims within thirty (30) days of the delivery date constitutes acceptance of the products without any visible defects.
7. TRANSPORT AND INSURANCE
Any actions taken by the Seller on behalf of the Buyer regarding insurance or transportation do not override the principle of the delivery at the Seller’s factory.
The inclusion of transport cost in the price does not exempt the delivery principle at the Seller’s factory. Regardless of whether the Seller handles transportation and regardless of who bears the costs, it is considered a separate contract of carriage from the Sale Agreement.
In the absence of specific instructions, the Seller will dispatch the products in the Buyer’s best interests.
Regardless of the circumstances, it is the Buyer’s responsibility to thoroughly inspect the products upon arrival, make any necessary reservations, and file any claims against the carrier within three (3) days of acceptance. Failure to adhere to these procedures may result in the carrier’s liability not being enforceable, and the Seller cannot be held liable as a result.
8. WARRANTY
All products are covered against defects in materials and construction faults for a period of twelve (12) months from the date stated on the delivery slip.
This warranty is strictly limited, subject to the Seller’s examination of the product and at their discretion, to the repair or replacement of the defective product, with the express exclusion of all accessory costs. Only the costs of replaced parts and labour are covered by the warranty. Travel and hotel expenses for personnel on-site, as well as transportation costs to and from the Seller’s factory, are the responsibility of the warranty beneficiary.
The warranty does not cover the damage resulting from improper assembly, inadequate maintenance, or normal wear and tear. It also does not apply to paints and coatings.
Any defect covered by the Seller’s warranty must be reported to the Seller, accompanied by the invoice for the purchase of the purchase of the product in question and all supporting documents, to avoid forfeiture.
Exchanges or repairing of parts covered by the warranty cannot extend the warranty.
The warranty will be removed from any product which is modified, altered, repaired outside the Seller’s workshops without the Seller’s prior written approval.
The Seller’s liability is expressly limited to the above-mentioned warranty.
An action to enforce the warranty cannot justify any delay in payments.
9. LIABILITY
Under no circumstances shall the Seller be held to liable for consequential or indirect damage or contingent damage, including but not limited to operating losses, loss of profits, or loss of earnings. The Seller’s liability, excluding bodily injuries and gross negligence, is limited to a sum with an upper limit fixed at the invoiced and collected amount of the alleged defective product.
The Buyer is responsible for waiving any claims against the Seller or its insurers beyond the limits and exclusions specified above.
10. SERVICE PERFORMANCE
The scope of service performance provided by the Seller excludes travel and hotel costs. Estimates for repairs initiated by the Seller but not followed by an Order Confirmation are payable and include dismantling, reassembly, and travel expenses. If there is no response from the Buyer within thirty (30) days from the date stated on the estimate, the products will be returned as is, with transport costs to be borne by the Buyer.
The Buyer agrees to provide the Seller with access to the necessary site and equipment, including equipment for lifting and handling. The Seller reserves the right to consider weather conditions on the site and accepts no responsibility for delays caused by these conditions or to the non-compliance with public health and safety regulations at the site. Under no circumstances will the Seller be liable for equipment malfunctions occurring during service interventions.
The Buyer is responsible for ensuring the stability of supports, anchoring, or props for the equipment. They must verify compliance with safety regulations.
11. FORCE MAJEURE
Neither Party will be liable for any delay or failure to perform its obligations under a Sale Agreement if the delay or failure results from an event of Force Majeure. Force Majeure means an event that was not foreseeable by the affected Party at the time of execution of the Contract, is unavoidable and outside the reasonable control of the affected Party, if it cannot overcome such event despite all reasonable efforts, and that it provides notice to the other Party within five (5) calendar days from occurrence of the Force Majeure event.
If a Force Majeure event exceeds thirty (30) days, either Party may terminate the Sale Agreement forthwith by written notice without liability. Each Party shall use reasonable efforts to minimise the effects of the Force Majeure event.
Force Majeure events may include, but are not limited to:
- Flood, fire, earthquake, or explosion
- War, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots
- Actions, embargoes, or blockades in effect on or after the date of the Confirmation Order
- Action by any governmental authority
- National or regional emergency
- Strikes, labour stoppages, or slowdowns, or other industrial disturbances
- Epidemic or pandemic
- Shortage of adequate supplies and equipment
- Shortage of power or transportation facilities
12. PUBLICITY
Scanclimber® is authorised to issue marketing material, publicity, promotion, or advertising in any form regarding the products and services covered by the Sale Agreement. However, this authorization may be suspended further to the Buyer’s request.
13. JURISDICTION
Any dispute, controversy or claim arising out of or relating to these terms and conditions and/or the Sale Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Rules of Arbitration Institute of Finland Chamber of Commerce. The place of arbitration shall be Helsinki, Finland. The language of the proceedings shall be English. However, evidence may be submitted, and witnesses may be heard in Finnish if the arbitral tribunal deems it appropriate.
These terms and conditions and/or the Sale Agreement are governed by Finnish law excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980).
14. PERSONAL DATA
Scanclimber® processes personal data (including full name, address, email, phone number etc.) of its Buyer’s contacts.
The purpose of processing personal data is to fulfil the Sale Agreement and manage the relationship between the Seller and the Buyer. These personal data may be shared with the other Alimak Group companies.
No transfer of personal data to third countries (outside the European Union) or international organisations is intended.
More information on how Scanclimber® processes personal data can be found in our privacy policy, available at https://www.alimakgroup.com/privacy-policy/
The data subject also has the right to lodge a complaint with the Office of the Data Protection Ombudsman, P.O. Box 315, FIN-00181, Helsinki, Finland.
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