1. SCOPE
These general delivery terms apply to the trade of “Ajatec Prototyping Oy” – hereinafter “Supplier” – products and services. These terms and conditions apply unless the parties have agreed otherwise.
2. DEFINITIONS
“Preliminary Work” is the work done by the Supplier to the Client before the conclusion of the Agreement. “Price” means the fee specified in the Agreement, which the Subscriber pays to the Supplier as compensation for the provision of the Service. “Service” means one or more services, or portions thereof, as defined in the Agreement, provided by Supplier to Customer in accordance with the Agreement and these General Terms of Delivery, unless otherwise agreed in writing, materials, parts or components delivered in connection with the Service. “Agreement” means a written supply agreement entered into between the Parties. If a separate written Agreement is not entered into, the Agreement shall arise when the Order corresponds to the Offer or the Supplier has confirmed the Order “Offer” means either a written or oral offer made by the Supplier to the Customer regarding the content and price of the Service. “Order” means either written or oral acceptance of the Offer by the Subscriber to the Supplier.
3. PRELIMINARY WORK
The parties agree on any Preliminary Work, its content and price separately in writing.
4. OFFER
The Supplier’s Offer is valid for the period specified in the Offer. Provided the period of validity is not ale mentioned, it is 30 days of the offer from the date. Quotation and related drawings, technical documents and other technical information and related rights are the property of the supplier. The recipient of the offer is not entitled to use to the detriment of the Supplier or provide information about them to a third party party or take advantage of the customized features included in the offer solutions.
5. SUBJECT OF THE AGREEMENT
The Service subject to the Agreement is defined in the Agreement.
6. DELIVERY TIME AND TERMS
The outputs of the service will be delivered according to the agreed delivery time. Unless otherwise agreed, the delivery term is the EXW Supplier’s factory. The Service is considered ready when the Subscriber has enabled the outputs of the Service or the output has been received without any remarks made by the Parties.
7. PRICES AND PAYMENT TERMS
The Subscriber is obliged to pay the Price agreed in the Agreement. Unless a Price has been agreed for the Service in the Agreement or otherwise, the Price in accordance with the price list in force at the time of the Supplier’s order shall be observed. VAT will be added to the prices in accordance with the regulations in force at the time. Unless otherwise agreed, the payment period is 14 days from the date of the invoice. If the work included in the Service is performed on the Customer’s order outside the Supplier’s normal working hours, the Supplier has the right to charge surcharges in accordance with its valid price list. In the event of late payment, default interest will be charged in accordance with the interest rate applied by the Supplier from time to time from the due date specified in the invoice. The supplier also has the right to charge reasonable collection costs.
8. LIABILITY FOR ERRORS
There is an error in the Service, unless the Service corresponds to what has been agreed in the Agreement. Liability for defects does not cover normal wear and tear, and not caused by the activities of the subscriber or third-party damage. The Subscriber must notify the Supplier of the Defect within 3 working days of its detection. The Supplier’s liability for errors includes the re-performance or repair of the Service or the return of the Price paid to the Customer at the Supplier’s discretion. The liability for errors listed here is the sole consequence of an error in the Service.
9. LIABILITY FOR DAMAGE
The Supplier shall be liable for the immediate damage caused up to the maximum sale price of the Service.
10. INDIRECT DAMAGES
The parties are not obliged to compensate each other for indirect damage such as loss of production, loss of profit or other consequential financial damage.
11. OWNERSHIP AND LIABILITY
Ownership of the output of the Service passes to the Subscriber when its Price has been paid in full to the Supplier. <br> The responsibility for the output of the Service passes to the Subscriber as the output of the Service has been handed over.
12. AMENDMENT OF THE AGREEMENT
This Agreement and its Annexes may only be amended by written agreement between the Parties.
13 SUBCONTRACTING The Supplier has the right to use a subcontractor when performing its Service. The Client must be notified in advance of the use of the subcontractor. The supplier is responsible for the actions of the subcontractors as if they were their own.
14. INTELLECTUAL PROPERTY RIGHTS
If the delivery includes consulting and / or design service, copyright and other intellectual property rights of this the output of the service and changes made to it To the supplier. For the sake of clarity, it is stated that this paragraph does not apply For 3D printing and not for rapid model and prototype manufacturing services. The Subscriber has the right to use the documents and results arising from the Service other results in their own internal activities. The subscriber cannot exclusive right to use them. The subscriber has no right without The supplier’s written consent is changed and not transferred or otherwise how to make them available to a third party.
15. CONFIDENTIALITY
Both Parties are obliged to keep all the Agreement secret information received in confidence from each other during its period of validity; and undertake both the term of the Agreement after its termination not to exploit them or disclose them to outsiders
16. FORCE MAJEURE
Force majeure is war, rebellion, natural disaster, general interruption of energy supply, fire, strike or blockade or other equally significant or unusual, unforeseen cause by effect A party cannot reasonably avoid or that is not due to force majeure of the Party invoking the impediment. <br> If force majeure persists for at least 6 months in both The parties have the right to terminate the Agreement immediately. The party does not in that case, shall not be obliged to reimburse the other Party for the Agreement damage caused by non-compliance.
17. APPLICABLE LAW, SETTLEMENT OF DISPUTES
Disputes related to the agreement between the Supplier and the Subscriber shall be resolved primarily through negotiations between the Parties. Unless otherwise agreed, disputes shall be settled by arbitration by one arbitrator. The arbitrator shall be appointed by the Arbitration Board of the Central Chamber of Commerce and the rules of this Board shall be followed in the arbitration proceedings. However, the Supplier shall always have the right to assert its overdue receivable based on the transaction in the lower court of the Supplier’s domicile. This Agreement is governed by the laws of Finland.
