General terms

These general terms of sales and delivery are applied to deliveries between the Customer and Pocadel Oy (hereinafter referred to as the Supplier) and to all related offers, order confirmations, and commercial contracts, unless separately agreed upon in writing.

Offer

A written offer submitted by the Supplier is valid for a period of one (1) month from the date of the offer. All amendments and additions to the offer shall be made in writing. The offer may include an estimated delivery time based on the forecasts that are valid at the time of submitting the offer, and the schedule will be verified separately when the order is placed.

Prices 

All prices are given in euros, net price, VAT 0 %. Installation work is not included in the product prices. 

IMPORTANT: Surface treatment and finishing 

The quoted price of paint or other surface treatment will be valid only for the specific color codes and type of surface treatment options written in the offer document. 

Colors that are ordered by using color codes recognized by the Supplier will be manufactured according to the high-end quality control system used by the Supplier or by their subcontractor. However, there exists no international standard for paint manufacturing process, and a visible difference may exist between paint made by different manufacturers using same color codes. It is also common that paint made in different batches by the same manufacturer may have a visible difference in color. The Supplier takes no responsibility for differences in color values which fall into the normal deviation range existing in global paint manufacturing industry. 

If the Customer wishes to receive a sample of the paint, the entire batch of paint that will be used to paint the end products must be manufactured at the same time. Otherwise, the sample and the color that will be used to paint end products may have a visible difference in color which falls into the normal deviation range existing in global paint manufacturing industry. 

When manufacturing paint or other surface treatment by using samples provided by the Customer, color matching must be carried out using a special color matching process. If the Customer wishes to receive a color sample of the paint, please see what is said about it above. If the sample is not approved by the Customer and needs to be re-made, but the color falls into the normal deviation range existing in global paint manufacturing industry, the Supplier will not have a responsibility to rebate the costs of materials and color matching process. 2 

Terms of delivery 

If not mentioned otherwise in the Supplier’s offer, the delivery term used is FCA Sauvo, Finland. The terms of delivery comply with the Incoterms 2010 terms and conditions. 

Delivery time 

The delivery times of products are verified separately for each order. Delivery times are indicated in weeks. Delivery time starts when the Customer has returned the signed and approved production drawings with all the information needed for manufacturing purposes to the Supplier. 

Payment terms 

The terms of payment are always agreed upon separately for each order. Overdue interest of 13% is added to unpaid invoices. 

Ownership 

Ownership of the product is transferred to the Customer only when the purchase price has been paid in full. 

Drawings, technical documents, confidentiality

All deliveries are based on drawings and technical specifications drawn up by the Supplier and approved by the Customer. Any amendments to these documents will affect the price of the product, delivery performance, and delivery time. 

All drawings and technical documents that are drawn up by the Supplier and relate to the products or the manufacturing process are the property of the Supplier. The Customer does not have the right to disclose to a third party any confidential information, drawings, or documents they receive upon delivery. Notwithstanding the above, the Supplier has the right to disclose information related to the delivery to its subcontractor. The Supplier shall have the right to utilise any expertise or knowhow gained in connection with the sale also in other activities. 

Modification, suspension, or cancellation of an order 

All of the Supplier’s products are custom-made in accordance with orders placed by customers. If the Supplier has already started the manufacturing of the products, the Customer shall be charged the work and material costs incurred due to the modifications made to measurements or quantity. 

If the order is cancelled, the Customer shall be charged all material costs, planning costs, costs for the preparation of production, production costs, and freight costs, depending on the time of the cancellation. 

The order may be suspended if the terms and conditions of the agreement have not been complied with. 

Labels, product plates

Fire-rated products are always equipped with a product plate, located above the upper hinge on doors and in the lower right corner on fixed elements. 3 

Transport, handling and storing of products 

Fire-resistant glass structures shall be protected against direct sunlight, heat, frost, moisture, and rain during transportation and storage. Glass structures shall always be delivered and stored in an upright position. A package containing glass items shall only be lifted by the supported points. 

Delivery of goods from the factory 

Products shall be collected or sent from the factory within a reasonable time period from the completion of the products. If the storage period at the factory is prolonged, the Customer is charged 100 € per each starting week as storage costs. Products shall be picked up from the storage facility on weekdays between 7:00 and 15:00. 

If the transport company is forced to store the shipment during transportation due to reasons attributable to the Customer, the Customer shall pay for the storage costs. 

Receipt of delivery and issuing complaints

A delivery is deemed completed when the product has been unloaded in the established location. Upon receiving the product, the Customer shall sign the transport document to confirm receipt of the product. The product shall also be subjected to a visual inspection for possible damage, and all damages detected on the package or product shall be recorded in the transport documents. If items have been broken during transportation, the Supplier must be notified within five (5) days. 

Quality and assessment of quality

Quality assessments pertaining to surface treatment work and glass structures are carried out in compliance with standards that are available from the Supplier if necessary. In the absence of standards, established practices are complied with. 

Complaints and related procedures

All complaints related to the products shall be submitted to the Supplier in writing immediately after the Customer has detected the error, however within a period of one (1) month at most. 

The Customer does not have the right to repair the possible error or have the error repaired without the written consent of the Supplier. 

The Supplier shall not be responsible for any breakage that has occurred after the Customer has received the product and that has been beyond the Supplier’s control. 

Packaging 

The products are packed in the Supplier’s standardized wooden export packaging crates that must be moved with a forklift. The individual items are supported inside the crate with wooden pieces. If special sized or shaped packaging crates are required by the Customer, the supplier hast the right to receive monetary compensation to cover the incurred costs. 4 

Protection

All protective materials must be removed within two weeks from receiving the product. This prevents the adhesive tapes and plastic films from sticking to the material. 

Certificates and DOC

The MED certificate and the Declaration of Conformity (DOC) form an essential part of the supply of fire-rated glass structures. The DOC and required certificates are generally submitted in connection with the final invoice. 

Installation of products 

Unless separately agreed upon, the products are delivered without installation. Installation onboard the vessel shall take place in accordance with the installation instructions provided by the Supplier. 

The Supplier shall not be responsible for later complaints resulting from incorrect installation. 

Installation of products by the Supplier 

If the Supplier has agreed to include installation work to the delivery, the Customer shall verify the time of the installation at least seven (7) days before the work is scheduled to begin. The Customer shall ensure that the installation site and the installed products are ready for the work to be started. If the installation is delayed due to reasons not attributable to the Supplier, the Customer is liable to pay for the waiting hours in accordance with the hourly rates indicated by the Supplier. If the installation is delayed, the Customer is liable to pay for the additional accommodation and travel costs. 

Warranty

The Supplier grants its products a two-year warranty starting from the handover of the vessel. All parts covered by the warranty are replaced with new parts when necessary, and the Customer will be responsible for installing the parts. 

Force majeure

The Supplier is not liable for delays or damages resulting from an impediment beyond the Supplier’s control, when the Supplier could not have reasonably foreseen the impediment at the time of contract formation and could not have reasonably avoided or overcome its effects. Shortage of raw materials, pandemics such as Covid-19 and transport-related problems beyond the Supplier’s control, as well as strikes, lockouts, boycotts, and other industrial actions are considered a force majeure also when the Supplier itself is the target of such action or takes part in the action. A delay by a subcontractor for the reasons mentioned above will also be considered a force majeure event. 

Supplier’s responsibility

The Supplier shall be responsible for completing the delivery as agreed and ensuring that the delivered products are manufactured in accordance with the Supplier’s valid quality systems and product specifications. The Supplier shall be liable for the work of its subcontractors as for its own. The Supplier shall be liable for immediate damages caused to the Customer as a result of intentional or negligent errors or omissions by the Supplier. 5 

Supplier’s right of suspension 

In the event that contractual payments have not been made by the due date and the Supplier has subsequently notified the Customer of the late payment or that reasonable doubts regarding the solvency of the client exist, the Supplier may suspend the manufacturing process for its part and/or refrain from handing over the already finished product, or prohibit the attachment or installation of an item at the end site, and, at its expense, reclaim possession of any items sold to the purchaser. After the payments have been made, the Supplier is entitled to charge a reasonable fee from the Customer for the storage of items during the suspension period. 

Limitation of liability

The Supplier’s liability is limited in all cases to the purchase price paid by the Customer to the Supplier. The Supplier cannot be held responsible for any indirect damages caused to the Customer. If the Supplier has not specifically undertaken to perform installation work, the Supplier similarly cannot be held responsible for any damages caused to the products by potentially defective installation work or improper or abnormal use. The Customer must examine the product before using it and notify the Supplier in writing of any defects immediately and no later than within the time limits specified later in this contract. Unless otherwise stated below in this contract, the Supplier’s liability is limited in all circumstances to defects the Customer has reported to the Supplier in writing within six (6) months of receiving the product or of the date on which the product was available for pick-up by the Customer. 

Termination of contract

In the event of a substantial breach of the contract by either contracting party, the other party has the right to terminate the contract. If the Customer substantially breaches the terms of the contract, the Supplier has, instead of termination, the right to temporarily suspend the manufacturing process, procurement of materials and so forth, until it has become clear whether the breach of contract will lead to terminating the contract. 

The Supplier has the right to terminate the contract if the Customer is manifestly insolvent or is declared bankrupt. Each contracting party has the right to terminate the contract if performance of the contractual obligations becomes impossible or is delayed substantially or for more than six (6) months due to a prolonged force majeure situation. 

If the contract is terminated, the Customer will pay compensation for the successfully completed parts of the order/purchase according to the agreed charging principles until the date of termination or, if the parties agree on the performance of work after the date of termination, until the work is concluded. 

The Supplier is entitled to receive reasonable compensation for costs and damages arising from the termination of the contract, if the termination is attributable to the Customer or is due to a cause attributable to the Customer. 6 

Legislation and dispute resolution 

These general terms of delivery, the order process, and the deliveries as a whole, as well as dispute resolution, are subject solely to Finnish legislation. Any disputes between the Supplier and the Customer will primarily be resolved through negotiations between the contracting parties. If a dispute cannot be resolved by negotiation, it will ultimately be resolved through a one-person arbitration process in the Supplier’s home municipality. If the parties cannot reach an agreement on the arbitrator, an arbitrator will be assigned by the relevant arbitration body of a chamber of commerce or by the Finnish Chambers of Commerce. 

Sauvo 1st of January, 2021
POCADEL OY