Scanclimber general delivery terms and conditions

1. Scope of application

These delivery terms and conditions shall be applied to trade in equipment and components conducted between Scanclimber Oy (=Seller) and the distributor/customer (=Purchaser), unless the parties have agreed otherwise in writing.

2. Prices

Prices are according to agreement, pricelist of offers provided by the Seller. A written offer is valid for 30 days from its date, unless otherwise stated in the offer. A reply must be given to a verbal offer immediately unless a different time period is agreed.

3. Delivery

The terms and conditions of delivery are FCA (Free Carrier, Incoterms) at the Seller’s factory Gniezno, Poland. The prices stated in the price list and offers refer to unpackaged goods. The Seller shall charge delivery, packaging and handling expenses separately. No packaging or handling fees will be charged for any backorders. The Seller shall have the right to charge a separate additional fee for small orders, as stated in the price list (for more information, see www.techdata.fi). A delivery is deemed accepted if the Purchaser has not filed a claim within 8 days of the delivery date.

4. Delivery period

The Seller shall deliver the goods within the agreed time. If no delivery time has been agreed, the Seller shall deliver the ordered goods immediately or once said goods become available. The Seller shall be obligated to notify the Purchaser of any delay as soon as it has come to the Seller’s attention, and simultaneously notify the reason for the delay and the estimated new delivery date. The Seller shall not be responsible for any damage caused by delivery delays occurring due to reasons independent of the Seller. If the Seller has due receivables from the Purchaser, the Seller, after having notified the matter, shall have the right to delay agreed deliveries until the due payments have been performed. In such a case, the agreed delivery period is deemed to be extended until such time, and the Purchaser shall not have the right to present the Seller with any damage claims due to such a delay. Goods are deemed to have been delivered once they have been sent to the Purchaser or, in the case of the Purchaser agreeing to pick up the goods from the Seller or from a place specified by the Seller, once the Purchaser has been notified that the goods are ready to be picked up.

5. Payment terms and conditions and credit limit

The payment terms and conditions are net 7/14 days from the date of the invoice unless separately agreed otherwise. Goods shall be invoiced immediately following shipment from the factory, in accordance with the delivery terms and conditions. If there are changes to payments levied by the authorities prior to the delivery date, the Seller shall have the right to alter the price of goods to the extent that said changed prices or charges affect the price of goods. If there are unpaid due invoices and the Seller deems its receivables to be at jeopardy, the Seller shall have the right to declare all of its receivables from the Purchaser to be due regardless of what has otherwise been agreed on due dates. If the Purchaser is unable to pay all of the Seller’s receivables under this agreement in cash, then goods delivered by the Seller or approved by the Seller may be used for payment, providing that the Seller agrees to this. In this case, goods also refer to receivables of the Purchaser transferred by it to the Seller.

The Purchaser shall be obligated to pay a late interest of 16% on any delayed payments as of the due date. In addition to late interest, the Seller shall have the right to charge the collection fees specified in the service price list. The Seller shall provide a credit limit for the Purchaser, to be specified based on the Purchaser’s credit information. The Seller shall inform the Purchaser of the extent of the limit. If the Purchaser’s credit rating is weakened, the Seller may lower or cancel the credit limit. The Purchaser shall deliver its latest certified financial statements to the Seller in conjunction with the signing of the agreement. The Purchaser shall be obligated to notify the Seller of significant changes in its ownership within one week of their occurrence.

6. Currency provision

If the price of goods is based on a foreign currency and the value of said currency changes materially compared to what it was when the price list or the offer was calculated, the final price shall be determined in accordance with the currency exchange rate on the order date.

7. Right of ownership

Right of ownership to the subject of this transaction shall be transferred to the Purchaser once the transaction price has been paid in full.

8. Warranty

The Seller shall undertake to grant a manufacturer’s warranty for the material and manufacture of the goods it has supplied according to General Warranty terms of Scanclimber. The warranty period is deemed to start from the delivery date of the goods.

9. Product returns

There are three types of product returns: 1) commercial, 2) returns due to incorrect delivery and 3) returns under the warranty.

All product returns, must be agreed with the Seller in advance. In such a case, the Purchaser will be provided with a return code valid for 10 days. A copy of the delivery note/invoice must be attached to the returned item as well as the return code. Returned products shall be delivered to the Seller’s logistics centre or other agreed location. The Purchaser shall pay for the cost of shipping. The Purchaser may freely choose the mode of transport, as long as the goods are delivered to the Seller. We recommend that the delivery company originally used to deliver the goods be used. Only such goods that have been proven to be accepted by the Seller can be deemed to be returned goods. In disputable cases it is the sender’s responsibility to present evidence of acceptance of the returned goods, normally a copy of a signed consignment note.

Commercial product return

A completed transaction is binding and irrevocable, and the Seller is not obligated to accept returned goods. Goods delivered in accordance with the agreement shall be accepted back and reimbursed on the condition that the Seller has specifically approved their return in advance. In such a case, the goods may be accepted back and reimbursed only if they are in their original packaging and condition. We will charge the handling fee specified in our service price list for product returns resulting from an error on the purchaser’s part.

Incorrect delivery

If goods are returned due to an error by the Seller, the Seller shall pay the return shipping costs. Returns of this kind must be made via the shipping company that delivered the goods, with the shipping order being made by the Seller.

Goods returned under the warranty

A defect description must always be attached to goods returned under the warranty.

10. Disputes

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the 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.

11. Purchaser/Liability clause

The Purchaser accepts and agrees to it that export control laws and regulations of the United States, the European Union and national legislation shall be applied to products, software and technology falling within the scope of this agreement. Such laws and regulations include, but are not limited to, the export administration Regulations (“eaR”) of the United States and the sanctions of the Office of Foreign assets controls of the United States Department of the Treasury.

The Purchaser undertakes to comply with all of these laws and regulations. The Purchaser shall not have the right, without duly granted permission by the appropriate country, to export, re-export or transfer directly or indirectly products, software or technology covered by the scope of this agreement to a country under embargo by the United States or to a person living in such country or to a citizen of such country, nor to a person or entity listed on the “entity list” or “Denied Persons list” of the United States Department of commerce or the ”Specifically Designated nationals and Blocked Persons” list of the United States Department of the Treasury or a similar European or local provision.

Furthermore, products or technology covered by the scope of this agreement may not be exported, re-exported or transferred without Sellers permission in writing to an end user whose activities are related to weapons of mass destruction. Such activities include, but are not limited to:
  1. design, development, production or operation of nuclear material, nuclear facilities or nuclear weapons;
  2. design, development, production or operation of missiles or funding of missile projects;
  3. design, development, production or operation of chemical or biological weapons.