The Seller: Control Freak UK/EU Ltd
Applicability: These General Terms and Conditions of Sale shall govern all sales of products from Control Freak UK/EU Ltd and its subsidiaries, affiliated companies, branches, distributors and agents (the "seller") to any buyer.
These General Terms and Conditions of Sale shall not override individual terms and conditions expressly agreed between the parties in any particular written sales contract. The seller reserves the right to modify these General Terms and Conditions of Sale at any time. Sales Orders. The buyer shall place written orders for the products with the seller. Orders shall be binding on the seller only if accepted in writing by the seller. The seller may either accept or reject the buyer's order.
Product Information Samples of products are submitted only as indicative of the class, size or colour of products. Any measurements of size, weight or finish of products are approximate only and may vary. Catalogues, brochures and price lists are intended for general guidance only and do not form part of any sales contract. The obtaining of any legal authorisation, permit or similar for the installation of the products shall not be the responsibility of the seller. Specially designed drawings or plans provided by the seller shall be checked for accuracy and suitability by the buyer. Unless specifically informed otherwise, the drawings or plans are deemed accepted.
Unless otherwise specified by the seller, all prices quoted are excluding works, and exclude the cost of packing. Any applicable value-added tax, duties or other public charges paid or payable by the seller shall be added to the price and shall be paid or reimbursed by the buyer. Firm price quotations are valid for a period of one month only from the date of quotation. The seller reserves the right to increase any agreed prices in the event of increases in value-added tax, customs duties, or other public charges. The seller shall also have the right to increase prices because of changes in the exchange rate for the currency in which the prices have been determined or because of changes in prices of raw materials or components used in the manufacturing process of the products. Terms of Payment. The seller shall, at its discretion, always be entitled to demand payment in advance.
Where the seller has granted the buyer a credit facility, terms of payment are thirty (30) days net from date of invoice, unless otherwise agreed in writing. The buyer agrees to settle the seller's invoice in full without any deductions or set-offs. All crediting shall be issued by the seller. The seller reserves the right to withdraw or modify credit facilities at any time by written notice to the buyer. Delayed Payment. When payment of any of the seller's invoices is overdue, the seller may suspend the contract to which the invoice relates and any other contract then subsisting between the seller and the buyer. The seller may suspend all deliveries under the contract to which the invoice relates as well as under any other contractual relationship between the parties. No deliveries will take place if invoices are overdue. Interest on overdue amounts shall accrue without notice at the statutory rate prevailing in the seller's country.
If the seller is required to bring legal action for collecting overdue accounts the buyer agrees to pay the seller's reasonable attorney fees and legal costs. Delivery of Products. The seller will deliver products in such full packages and in minimum quantities as determined by the seller. Unless expressly stated otherwise in writing, the seller will add a surcharge of £100 for deliveries specified by the buyer in value under £ 2000 (excluding VAT). Unless otherwise specified by the seller, the products shall be delivered in accordance to the sales and delivery note, with no exceptions unless specifically agreed otherwise between the parties in writing. Any dates quoted for delivery of the products are approximate only.
The seller reserves the right to make partial shipments and to make deliveries by or through its subsidiaries, affiliated companies, branches, other companies which belong to the same group of companies, distributors, and agents. If the buyer fails to take delivery of a project order or a delivery of products produced, programmed, or assembled for the buyer or if such delivery is otherwise postponed for reasons owing to the buyer, the seller has the right to invoice the products according to the original delivery date.
The risk of loss or deterioration shall pass to the buyer on the original delivery date. Seller shall be entitled to full compensation for damages incurred due to the postponement as well as other rights or remedies available under the applicable law. All sales of products by the seller to the buyer are final. No products may be returned without the seller's prior written acceptance, save for returns of defective products required to be permitted under applicable law. In the event of a return of non-defective products accepted by the seller, the buyer shall return such products at its own expense and subject to a restocking fee.
The restocking fee shall be payable by the buyer and shall be (a) an amount equal to 20% of the selling price of the returned products or (b) such other amount that is specified by the seller in connection with the acceptance of the buyer's request to return the relevant products. Any returned non-defective products shall be unused, undamaged, in excellent condition and in the original packaging. Liability for Delay The seller shall be liable for delays in the delivery of the products only if, and to the extent that, all of the following conditions are fulfilled: (a) A fixed delivery date has been expressly agreed upon in writing between the parties. (b) The delay exceeds the agreed date with a minimum of three weeks, and (c) It is established that the delay is caused by the seller's negligence. Damages, if any, payable to the buyer for delays in the delivery of the products according to the above shall be equal to the losses actually sustained by the buyer. However, the damages shall in no event exceed 0.5% per week of the price allocated to the delayed portion of the delivery, and in no event shall the total amount of such damages exceed 5% of such price.
The term "week" as used above shall mean subsequent periods of seven days immediately following the expiry of the three-week period referred to in (b) above. If the delay exceeds three months from the agreed date, the buyer shall have the right to cancel the purchase of the delayed portion of the delivery. Apart from such cancellation and the damages specified above, the buyer shall have no other remedy, and the seller shall have no liability, for any delay or any failure by the seller to deliver the products. If the seller cancels the delivery at the latest four weeks before the agreed date, no damages or any other compensation shall be payable to the buyer. If the seller cancels the delivery later than four weeks before the agreed date, damages, if any, payable to the buyer for non-delivery of the products shall be equal to the losses actually sustained by the buyer. However, the total amount of such damages shall in no event exceed 5% of the price allocated to the nondelivered products.
The buyer is entitled to damages for delay in accordance with the second paragraph of this section. However, the total amount of all damages payable to the buyer in case of delay and non-delivery shall in no event exceed 7.5% of the price allocated to the delayed and non-delivered portion. Risk and Title. The risk of loss or deterioration shall pass to the buyer immediately upon delivery. Title to and ownership of the products shall pass to the buyer only upon seller's receipt of all payments due to the seller for the products delivered.
The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the products that remain the property of the seller. Intellectual Property Rights and Software The buyer acknowledges that all trademarks, trade names, patents, industrial designs, drawings, plans and other intellectual property, whether registered or not, as well as the seller's or its suppliers' know-how, relating to the products or provided by the seller are and shall remain, the exclusive property of the seller or its suppliers and shall not be used, distributed, licensed, disclosed or registered by the buyer or any third party unless otherwise expressly set forth herein or without prior written consent from the seller.
The seller hereby grants to the buyer a limited non-exclusive, revocable and nontransferable license to the seller's intellectual property rights in the software embedded in the products ("Seller's Embedded Software") for the use and resale of the products as sold to the buyer. The parties may separately agree on remote or other maintenance of the Seller's Embedded Software, if such remote or other maintenance is generally made available by the seller. Any standalone software or applications of the seller not embedded in the products are governed by separate license terms and conditions of the seller.
All Third Party Software, if any, is made available in accordance with respective third party license terms. Code of Conduct. Control Freak UK/EU Ltd and its Affiliates expect all buyers to agree to conduct business in strict legal compliance and with the highest ethical standards. The buyer shall comply with Control Freak UK/EU Ltd Code of Conduct. In particular, the buyer shall not engage in any form of bribery, in any violation of basic human rights or any child labour. Moreover, the buyer shall take responsibility for the health and safety of its employees. The buyer shall act in accordance with the applicable environmental laws and national and international competition laws.
The buyer shall avoid any conflict of interest that can influence business relationships. The buyer acknowledges that strict compliance with Control Freak UK/EU Ltd Code of Conduct is a prerequisite for its continued business relationship with Control Freak UK/EU Ltd and/or its Affiliates. Failure or refusal by the buyer and/or its personnel to strictly comply with Control Freak UK/EU Ltd s Code of Conduct shall be deemed a material breach of these General Terms and Conditions of Sale and the relevant agreement with the buyer.
The buyer shall respond promptly to inquiries from Control Freak UK/EU Ltd or its Affiliate's representatives in relation to the implementation of the Code of Conduct and allow Control Freak UK/EU Ltd or its Affiliate's representatives to conduct announced and unannounced site visits of buyer locations for compliance monitoring purposes. Sanctions Compliance. The buyer represents and warrants that neither the buyer nor any of its respective affiliates, directors, officers, employees, agents or to the knowledge of the buyer, any person on whose behalf the buyer is acting in connection with these General Terms and Conditions of Sale and/or relevant agreement is, or is directly or indirectly owned or controlled by a person that is, subject to any trade, economic or financial sanctions, export or import bans, embargoes or other restrictive measures imposed, administered, approved or enforced by the State of Finland, the United Nations, the European Union, the United States of America, the United Kingdom or any other relevant sanctions authority (collectively "Sanctions").
The buyer undertakes to comply with all applicable Sanctions and not to act in any manner that would result in it or the seller being in breach of or becoming a target of Sanctions. The buyer acknowledges that the products, any respective parts, or components, and all related technical information, documents and materials may not be imported or exported, re-exported, transhipped, traded, diverted, or transferred, directly or indirectly, to Russia or Belarus, or to any territory subject to Sanctions, or to or for the benefit of any natural or legal persons, entities or bodies listed on any Sanctions lists, or otherwise contrary to Sanctions.
The buyer undertakes to inform the seller without delay in the event of any change in circumstances resulting in the representations and warranties provided by the buyer in this section being no longer true. Control Freak UK/EU Ltd General Terms and Conditions. The buyer shall be responsible for all damages, fees and charges incurred by the seller in the failure of any assurances or undertakings made by the buyer under this section. Any exercise by the seller of its right under this section shall be without prejudice to any other rights or remedies of the seller under the respective agreement or these General Terms and Conditions of Sale.
The seller has the right to terminate the respective agreement with the buyer or restrict the fulfilment of its obligations under these General Terms and Conditions of Sale due to a breach of this section. The sellers shall not be liable for any damage caused by such termination or restriction. Confidentiality The buyer shall not use or disclose any of the seller's trade secrets or know-how. The buyer shall use confidential information exclusively for the purposes of these General Terms and Conditions of Sale or any sales contract and shall not disclose it to anyone. The buyer shall hold all confidential information with no less a degree of care as is used for its own confidential information and at least with reasonable care, including also reasonable safeguards of the integrity and security of its systems.
The buyer must immediately inform the seller if it becomes aware of any breach of this confidentiality undertaking and/or any cyber security incident compromising or potentially compromising the confidential information or the products. The undertakings contained in this section shall remain valid also after the expiration or termination of these General Terms and Conditions of Sale for any reason. Force Majeure The seller shall not be held liable for any failure to perform caused by reason of force majeure events or other circumstances or impediments beyond the seller's control. This shall include, but not be limited to industrial or labour disputes, riots, fires, floods, wars, embargoes, shortage of labour, raw materials, energy or means of transportation, whether affecting the seller or any subcontractor, or for circumstances caused by reason of laws, regulations, orders or acts of any government or authority.
The buyer shall not be liable for failure to take delivery of the products if the buyer is prevented from doing so by unforeseen governmental import restrictions or similar force majeure reasons. General Limitations of Liability. The liability, if any, of the seller for any damages shall always be limited to an amount equal to the price paid by the buyer for the product to which the damage relates. The seller shall in no event be liable for any special, incidental, indirect or consequential losses or damages such as loss of profits, loss of contract, damage to property, loss of use, purchase in replacement, or liabilities to third parties.
The limitations of liability shall apply to the fullest extent permitted by mandatory law, but shall, however, not apply (i) where the damages are caused by wilful misconduct or gross negligence or fraud or fraudulent misrepresentation, or (ii) in respect of mandatory liability for personal injury or damage to property under EU product liability laws. No action may be brought against the seller more than one year after the cause of action has occurred and in no case later than three years after the delivery of the products.
Notwithstanding the above, the seller expressly excludes and disclaims any liabilities for any defects in any Third Party Software and/or damages caused by the Third Party Software. Insolvency The seller shall have the right to terminate forthwith any and all sales contracts for any products that have not been delivered if the buyer becomes insolvent or bankrupt, makes arrangements with its creditors, or enters into liquidation or rearrangement of debts.
In such cases also the price for all products delivered and work done shall become immediately due and payable. Applicable Law. These General Terms and Conditions of Sale and all sales contracts shall be governed by and constructed in accordance with the United Nations Convention on Contracts for the International Sale of Goods (1980) and the laws of the country of the seller.
Notwithstanding the foregoing, when the seller is Control Freak UK/EU Ltd , all sales contracts shall be governed by and construed in accordance with the laws of England and Wales. Jurisdiction All disputes arising out of or in connection with these General Terms and Conditions of Sale and any sales contracts shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce in Helsinki, Finland. Notwithstanding the foregoing, when the seller is Control Freak UK/EU Ltd, all disputes arising out of or in connection with these General Terms and Conditions of Sale and any sales contracts shall be finally settled by arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration in London, United Kingdom.
Written Form Whenever a notice, acceptance, consent or other communication is required to be in writing according to these General Terms and Conditions of Sale, this requirement shall be considered fulfilled also when such communication is given or made by facsimile or electronic mail. Different Language Versions If there is a discrepancy between two language versions of the General Terms and Conditions of Sale, the English version prevails. Assignment. The seller may assign its liabilities under these General Terms and Conditions of Sale to any of its subsidiaries, branches, distributors and agents.
The buyer may not assign its liabilities under these General Terms and Conditions of Sale to any third party without prior written consent from the seller. Severance If any provision of these General Terms and Conditions of Sale is held to be invalid or unenforceable, it shall be deemed to be severed from these General Terms and Conditions of Sale and shall be of no force and effect and shall not affect the validity and enforcement of the remaining provisions of these General Terms and Conditions of Sale.
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