Effective October 1, 2021, the general terms and conditions of sale described below shall apply to Oilon Oy’s commercial customers.
1.1. Scope and purpose
The Purchaser accepts these GTC by ordering products from the Supplier either through the webshop or by other means in writing. The General Sales Terms and Conditions and other similar terms of the Purchaser, in particular, the Purchaser’s Terms of Purchase, are not part of the contract, unless the Supplier specifically agrees to such terms in writing.
A precondition for a commercial customer is, the Purchaser has set up a trade cash or trade credit account with the Supplier. If the total sum for a quote or an order exceeds the credit limit specified for the Purchaser, the Parties will need to agree on additional credit on a case-by-case basis. The customer account and the use thereof shall be governed by the Supplier’s terms and conditions for customer accounts.
2. QUOTE, ACCEPTANCE, AND PRICE
2.1. Quote validity
Quotes submitted by the Supplier shall remain in force for the period specified in the quote and subject to intermediate sales. If no period of validity is specified, the quote shall remain in force for 30 days from the quote date.
2.2. Conclusion of contract
In transactions that are based on a quote, a contract is concluded when the Purchaser notifies the Supplier that they have accepted the Supplier’s quote. In transactions that are not based on a quote, a contract is concluded when the Supplier confirms the Purchaser’s order or has delivered the goods.
The prices for stock products shall be determined based on the Supplier’s sales prices (before tax) valid at the date of order or separately negotiated between the Parties. For products other than stock products, the prices indicated in the Supplier’s price list shall apply, or the pricing shall be separately negotiated between the Parties. Unless otherwise stipulated, the prices of the goods neither include the VAT (Value Added Tax) amount nor other taxes, duties etc related with the goods.
2.4. Price revisions
After the conclusion of a contract, the Supplier shall have the right to revise prices if there is a change in exchange rates, raw material prices or other expenses, payments, taxes, or duties prior to the delivery date and such a change has a direct impact on the price of the goods subject to the contract or the delivery costs thereof. The price of the goods shall be fixed to the exchange rate specified in the quote or order confirmation submitted by the Supplier or, otherwise, to the exchange rate most recently fixed by the European Central Bank at the date of the quote.
Oilon Webshop is primarily intended for individuals with the appropriate professional certification for installation of burner or heat pump systems. See section 6.1: Safety.
4. OWNERSHIP AND LIABILITY FOR RISK
The ownership of the goods shall pass to the Purchaser once the purchase price for the goods, any late payment interest as well as any service fees associated with the goods have been paid in full. The liability for risk associated with the goods shall pass to the Purchaser upon handover to the Purchaser or carrier, subject to the applicable term of delivery.
5. DELIVERY OF GOODS
5.1. Delivery time
The delivery time shall be determined based on the delivery time stated by the Supplier. Unless otherwise agreed, the delivery time shall be calculated from latest of the following dates: a) the effective date of the contract, b) payment of an agreed deposit or advance payment, or c) provision of information necessary for delivery by the Purchaser to the Supplier.
5.2. Delivery terms and conditions
Delivery shall be made in accordance with the International Commercial Terms (Incoterms) in force at the effective date of the contract. Unless otherwise agreed, the delivery condition shall be EXW (ex works).
The Supplier shall arrange shipping and delivery for the ordered goods on behalf of the Purchaser, unless otherwise agreed. Any shipping costs shall be charged to the Purchaser in accordance with the Supplier’s list of service charges. If any unconventional lifting equipment is required for unloading the goods, the Purchaser shall arrange for such equipment at their own cost.
5.3. Packaging and material certificates
Prices include packaging costs for the goods. Any packaging and protection costs shall be charged to the Buyer in accordance with Oilon Oy’s price list valid at that time. The Buyer shall be charged for any requested material certificates that concern goods items delivered from stock in accordance with Oilon Oy’s valid service price list.
5.4. Freight costs
Freight costs shall be charged to the Purchaser in accordance with the pricing principles specified for freight costs in the Supplier’s service price list. In sales within Finland, if cash payment is used, the freight costs shall be calculated and charged directly at the time of payment.
Unless otherwise in advance agreed between the Parties in writing and provided that the Supplier is responsible for arranging shipping and delivery for the goods, the Seller shall take out carrier insurance.
Either Party shall notify the other Party without delay of any delay in the performance of their duties. In their notification, the Party concerned shall state the reason for the delay and a new time of delivery or performance. In the event of a delay, the Purchaser shall have no right to demand for delivery, if the circumstances have changed in a manner that materially changes the relationship between the performance obligations originally agreed. If the Purchaser fails to issue a complaint for the new delivery time indicated by the Supplier within two (2) business days, the Purchaser shall have no right to terminate the contract pursuant to Section 8 If the Supplier has provided only an estimated time of delivery, the Supplier shall take any reasonable effort to deliver the goods within the indicated timeframe; however, the Supplier shall not guarantee or warrant timely delivery. Additionally, the Supplier shall not be liable for any delays attributable to one of the Supplier’s suppliers.
6. SAFETY, PRODUCTS, DEFECTS, AND WARRANTY; LIMITATION OF LIABILITY
The spare parts and equipment sold by the Supplier are intended for installation by professionals only. Many of the products and spare parts may be installed, commissioned, serviced, and maintained only by licensed, registered professionals with certified qualification. For their own part, the Purchaser shall be responsible for compliance with any applicable laws, rules, and regulations, including, but not limited to, requirements concerning electrical safety, refrigerant safety, and the safe use and handling of burner equipment. In Finland, the Buyer can obtain information about safety requirements and the required installation qualifications from the Finnish Safety and Chemicals Agency (hereinafter “Tukes”). Additionally, Tukes maintains a file of approved installation companies (listed based on municipality). The Supplier’s liability is limited only to the product’s operation when used for the product’s intended purpose as specified in Clause 6.3.
6.2. Product information and technical documents
The general product information for spare parts is available from the original manufacturer’s website. The general product information for equipment shall be available from the Supplier’s website.
Technical documents, such as drawings, pictures, models, calculations, and other documents supplied by the Supplier to the Purchaser shall remain the property of the Supplier. The Purchaser agrees not to copy or reproduce such documents and to use the documents only for processing the quote, for purposes associated with the performance of delivery, or for using the delivered goods in a manner appropriate for their intended purpose.
6.3. Characteristics of goods
At the time of delivery, any goods delivered by the Supplier shall meet the requirements of laws, rules, and regulations in force. If there are amendments in the applicable law or regulations after the quote made by the Supplier and the amendments have an impact on costs, the delivery time, or other circumstances associated with the contract, the contract specific to that order shall be amended. The Supplier shall be liable for the quality and characteristics of the goods only to the extent that the goods correspond to the specifications provided in the contract within the conditions and circumstances described therein. The Purchaser shall be responsible for the validity of the information they submit to the Supplier concerning the delivery and intended use of the goods. If the Purchaser hands the goods over to another party through a consumer transaction or as part of consumer services, the Purchaser shall be solely liable for compliance with the requirements of consumer protection laws.
6.4. Quality assurance
The Supplier shall employ a certified quality system.
6.5. Goods receipt inspection, installation inspection, and operational inspection
Upon receipt of the goods, the Purchaser or a representative thereof shall confirm that the delivery corresponds to the number of packages indicated in the cargo manifest and that the delivery shows no visual damage or loss. If transport damage or a defect is identified during the goods receipt inspection, the Purchaser or a representative thereof shall immediately notify the carrier of such damage or defect, make note of the damage or defect in the cargo manifest, and issue an appropriate claim to the Supplier. Transport damage shall not constitute grounds for refusing to receive the goods or not to pay the associated invoice. If the Purchaser has stipulated, through a separate written agreement, that the Supplier shall not obtain insurance for the shipment on the Purchaser’s behalf, the Purchaser shall contact the carrier directly for claim-related issues. If the consignment does not match the cargo manifest, the Purchaser shall submit an appropriate claim to the Supplier within seven (7) business days of receipt. Before installing or fastening the goods, the installer shall perform a standard installation and operation inspection on the goods and ensure that the goods function as intended and that they are free of defects and suitable for their intended purpose.
Unless otherwise specified in product-specific warranty terms and conditions, the Supplier shall be liable for any material or manufacturing defects present in the goods at the time of delivery as specified in these warranty provisions of the GTC.
The warranty period shall be specified in the documents delivered with the product or on the manufacturer’s website. Unless the Supplier otherwise indicates, the warranty period for spare parts shall be 6 months from the delivery date. However, the warranty does not extend to any consumables, excepting those for which the manufacturer provides a specific warranty.
6.6.2. Limitations of warranties
The Supplier shall not be liable for any other direct or indirect damages. The Supplier shall not be liable for any damages caused by or relating to failure to follow installation instructions, normal wear and tear, incorrect storage or use, failure to perform proper maintenance, or negligence on the end user’s part. Furthermore, the Supplier shall not be liable for any damages resulting from following instructions provided by the Purchaser (such as plans and instructions or specifications of raw materials, structures, working methods, or production methods). The product warranty shall not cover transport damage. Any changes made to the product without the Supplier’s written consent shall void the warranty with immediate effect. By the Supplier’s request, the Purchaser shall deliver the defective product or the defective part to the Supplier. The warranty shall not be extended upon repair or replacement.
6.6.3. Warranty claims
Any warranty claims shall be submitted to the Supplier within the warranty period and within seven (7) business days after the defect was detected. If the claim concerns a dealer’s consumer transactions, the Purchaser shall submit their claim within the warranty period and within two (2) weeks after the defect was detected.
6.7. Personal injury or property damage caused by a product
The Supplier shall not be liable for any damage caused by the delivered product to immovable or movable property or any consequence of such damage. Furthermore, the Supplier shall not be liable for any damage caused by the product to a product manufactured by the Purchaser or a product that contains a product manufactured by the Purchaser. With regard to private individuals, the Supplier shall be liable for any personal injury or property damage caused by the delivered product, if the Supplier is liable for the damage in accordance with the Product Liability Directive (85/374/ETY).
6.8. Limitation of liability
The Supplier’s liability shall be limited to the direct damages incurred by the Supplier indicated in these Delivery terms and conditions. The Supplier shall not be liable for any other direct damages, and, in all cases, the Supplier’s liability for the delivery shall be limited to the total value of the delivery. The Supplier shall not be liable for any indirect damages incurred by the Purchaser.
7. PAYMENT OF PURCHASE PRICE, SECURITIES, AND RETURNS
7.1. Payment of purchase price
The Purchaser shall pay the agreed purchase price in accordance with the agreed terms of payment. Unless otherwise agreed, the payment terms are net fourteen (14) days. The payment date shall be calculated from the delivery date. The invoice shall be credited to the Supplier’s account with the reference number indicated on the invoice. If there is an error in the invoice, the Purchaser shall pay for any correct items in the invoice by the due date. If even one invoice is overdue or if the Purchaser is subject to reorganization or bankruptcy proceedings, or is otherwise found to be insolvent, all outstanding invoices from the Supplier to the Purchaser shall immediately become due for payment regardless of the due dates indicated in the invoices by the Supplier’s written request. The Purchaser shall settle their invoice in accordance with the delivery contract and the GTC even if the Purchaser disputes the delivery. Purchasers with a trade cash account can pay for their purchases office with the most common payment and credit cards. When placing an order in the Supplier’s webshop, a Purchaser with a trade credit account may request an invoice for the order or make the payment with the most common payment and credit cards. Additionally, a buyer with a trade credit account may pay for their purchases office and in the webshop with the most common payment and credit cards. If the Purchaser has a trade cash account, they will need to pay for their orders directly when placing an order. Payments can be made with the most common payment and credit cards. Paytrail Plc serves as the Supplier’s collecting payment service provider for payment card and credit card transactions.
7.2 Payment service provider
Paytrail Plc (Business ID: 2122839-7) serves as a collecting payment service provider for the Supplier in co-operation with Finnish banks and credit institutions. Paytrail Plc shall be shown as the recipient on the Purchaser’s bank or credit card statement. Paytrail Plc shall forward the payment to the Supplier. Paytrail Plc is an authorized Payment Institution. In case of a complaint or claim, the Purchaser should first contact the party who delivered the goods.
Paytrail Plc, business ID: 2122839-7, VAT number: FI21228397
FI-40100 Jyväskylä, Finland
7.3. Late payment interest and collection costs
In the event of late payment, the Supplier shall be entitled to interest at the rate of sixteen (16) per cent or at the rate determined by the Finnish Interest Act (20.8.1982/633), whichever of the rates is higher. Furthermore, the Supplier shall have the right to collect reasonable collection costs from the Purchaser. In case of late payment, the payment shall first be used to cover any interest accrued and thereafter any overdue fees, expenses and principal in said order, unless the Supplier otherwise indicates in writing.
7.4. Paper invoice and minimum delivery charge
Should the Purchaser request paper invoices for their order, the Supplier shall have the right to add a paper invoice fee of EUR 5.00 per invoice. For export orders with a value under EUR 200 (VAT 0%), the Supplier shall charge a minimum delivery charge of EUR 50 to cover for handling costs.
7.5. Securities and the seller’s right to refrain from delivering goods
If the Parties have agreed on lodging a security, the security shall be lodged before the goods are shipped. If there are reasonable grounds to suspect that the purchase price or a part thereof will remain unpaid, the Supplier shall have the right to demand for an additional security for the purchase price or an increase in the amount of the original security after the goods have been shipped. The Supplier shall have the right to refrain from delivering goods if (i) the Purchaser has failed to pay the Seller’s invoices to the Purchaser in full, (ii) the Purchaser has failed to lodge the agreed security or security required by the Supplier, or (iii) the Purchaser has exceeded their credit limit or there is a risk of exceeding the limit. The Supplier shall have the right to refrain from delivering the goods until the issues specified above have been resolved. Additionally, the Supplier shall have the right to refrain from delivering the goods if the above-mentioned non-performance issues concern a previous contract between the Parties. The Purchaser shall not have the right to present any claims for compensation based on deliveries delayed on such grounds.
7.6. Product returns
7.6.1. Stock products
Any returns of the Supplier’s stock products shall be agreed on beforehand with the Supplier’s representative. The Purchaser shall return the product immediately after the Parties have agreed on the return terms. The Purchaser shall not issue refunds for returned products without an agreement. To be eligible for a refund, the returned product’s packaging and the product itself must be completely intact. The Purchaser shall be responsible for returning the product to the storage facility from which the product was delivered. To cover for handling and other expenses, the Supplier shall deduct 25 per cent from the refund value of the returned product, however at least EUR 30 (VAT 0%). To be eligible for a refund, the Purchaser shall indicate the return reference provided by the Supplier in their product return shipment. Returns for products specifically procured for the Purchaser, customed, or otherwise processed based on the Purchaser’s request shall not be accepted.
8.1. The Purchaser’s right of termination
The Purchaser shall have the right to terminate the contract in part, if (i) the Supplier’s delivery deviates materially from the contract and the Supplier fails to remedy the deviation or supply the Purchaser with a replacement that meets the requirements of the contract within seven (7) business days after receiving written notice of the deviation, or (ii) there is a material delay in delivery to the fault of the Supplier that causes unreasonable inconvenience to the Purchaser and the Supplier fails to deliver the products within a reasonable time from written notice from the Purchaser. If the goods traded have been procured or produced especially for the Purchaser based on their instructions and requests and the Supplier cannot utilize the goods in another way without significant losses, the Purchaser shall have no right to rescind the transaction. In addition, the Purchaser shall have the right to terminate the contract, if the Supplier’s delivery is delayed by more than ninety (90) days due to a force majeure event.
8.2. The Supplier’s right of termination
If there is a delay in the payment of the purchase price or part thereof, the Supplier may, at their own discretion, terminate the contract in full or cancel the portion of the sale that concerns goods not yet received by the Purchaser. The Supplier shall have the right to terminate the contract, if it becomes evident that payment will be delayed based on either the Purchaser’s own declaration or on other grounds. Additionally, the Supplier shall have the right to terminate the contract, if the Purchaser fails to support the transaction as agreed or to a reasonable extent. Furthermore, the Supplier shall have the right to terminate all sales contracts with the Purchaser r, if the Purchaser is declared bankrupt or placed into reorganization proceedings by judgment of a court of law, or the Purchaser is otherwise demonstrably insolvent. An application for reorganization or bankruptcy concerning the Purchaser or a certificate from a debt attachment register based on which it is reasonable to assume that the Purchaser will fail to perform their obligations under the contract can be considered proof of insolvency. Additionally, the Purchaser’s default in relation to a previous order may be considered proof of insolvency, if the Supplier has not received payment for the associated overdue items from the Purchaser within three (3) months of the items’ due date.
8.3. Force majeure
The Supplier shall be relieved of their obligations under the contract in the event that a natural disaster, fire, equipment failure or comparable malfunction, strike, lockout, war, mobilization, pandemic, epidemic, export or import ban, shortage of transport equipment, discontinued production, manufacturer’s delivery problem, general lack of material, disruption in logistics interruption of public transport or energy distribution, or any other corresponding event prevents the performance of the contract or renders the performance unreasonably burdensome. Furthermore, if the performance of the contract would require unreasonable sacrifices from the Supplier compared to the benefit gained by the Purchaser, the Supplier shall be released from the performance of the contract. The Supplier shall not be liable for any direct or indirect damages resulting from or related to such failure to fulfil the contract. The Supplier shall notify the Purchaser of the force majeure event immediately after its occurrence. If a force majeure event that affects the Supplier continues consecutively for no less than six (6) months, either Party may terminate the contract with immediate effect.
9. OTHER TERMS AND CONDITIONS
The Parties may amend the GTC or order-specific contract only by written agreement, unless otherwise specified in the order-specific contact or these GTC.
The Supplier may use subcontractors to perform their obligations under the contract. The Supplier shall be responsible for the conduct of their subcontractors to the same extent as their own.
The Purchaser agrees not to disclose, to any third party, the Supplier’s quote, order confirmation, or any other non-public information, documents, or materials received from the Supplier. The obligation to maintain confidentiality does not extend to information which (i) is known to the public or becomes public through no fault of the Purchaser; (ii) has already demonstrably been in the Purchaser’s legal possession prior to its disclosure and which the Purchaser has not received from the Supplier directly or indirectly; (iii) has been demonstrably independently developed by the Purchaser, or (iv) is to be disclosed due to an enforceable administrative or judicial order, in which event the Purchaser shall, unless prohibited by law, notify the Supplier of the disclosure of such data as well as the grounds and contents thereof.
10. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
Any and all disputes should arise relating or in connection with the formation, validity, existence, interpretation, application, implementation, performance, breach or termination of these GTC shall be subject to the Finnish law. Only the District Court of Päijät-Häme shall be the competent court.
Unless otherwise agreed in these General Terms and Conditions of Sale for Commercial Customers, Technical Traders’ General Conditions of Sale 2010 shall be observed.
11. EXCLUSION OF VIENNA SALES CONVENTION
The application of any of the provisions of the United Nations Convention on Contracts for International Sale of Goods (Vienna Sales Convention year 1980) to these GTC, or incorporation of such provisions into any contractual document, at any time is expressly excluded in all respects.