Standard Terms and Conditions of Sale

General Terms and Conditions of Delivery

MK-Controls Oy

Version: 2024

Part A: General Part

1. Definitions

1.1 Offer: Every offer made by the Contractor (MK-Controls Oy) to the Client.

1.2 Advice: Providing general advice, including automation, feasibility studies, system analysis, equipment/software recommendations, software development support, and training.

1.3 GTC: These general terms and conditions of delivery, consisting of:

• Part A: General provisions
• Part B: Supplementary provisions for services including R&D, advice, and training
• Part C: Supplementary provisions for software development and supply

1.4 Documentation: All materials supplied by the Contractor such as brochures, drawings, certificates, catalogs, price lists, designs, software, and other confidential information.

1.5 Shortcoming: Any failure of the Item/Service Supplied by the Contractor to meet agreed specifications.

1.6 Item/Service Supplied: The deliverables provided by the Contractor as per the Agreement.

1.7 Without delay: No later than two working days.

1.8 Order: The agreed Activities and Work to be performed by the Contractor.

1.9 Confirmation of the Order: Written notification from the Contractor summarizing the Agreement's content, including delivery scope, prices, and terms.

1.10 Client: The party to whom the Contractor's offer is directed or with whom the Contractor has an Agreement.

1.11 Contractor: MK-Controls Oy, its representatives, authorized persons, and legal successors.

1.12 Agreement: The contract between the Client and the Contractor, including any modifications.

1.13 Parties: Client and Contractor.

1.14 Party: One of the Parties.

1.15 In Writing: Any written communication including electronic means unless objected by either party.

2. Applicability of the GTC

2.1 These terms apply to every offer, delivery, Agreement, and legal relationship between the Client and the Contractor. Deviations must be confirmed in writing by the Contractor.

2.2 Only authorized employees can perform legally binding acts on behalf of the Contractor.

2.3 The Contractor may set requirements for digital communication.

2.4 Titles of clauses are for simplification and have no legal significance.

2.5 References to article numbers pertain to these GTC unless otherwise specified.

2.6 The sender must prove receipt of correspondence.

2.7 In case of inconsistencies, clauses in parts B or C prevail over part A.

2.8 The Finnish language version prevails over others.

2.9 Non-enforcement of any provision does not imply a waiver of rights.

3. The Offer and Agreement Realization

3.1 Offers are non-binding unless specified otherwise and may be withdrawn without delay after acceptance.

3.2 Agreements are concluded upon written offer and acceptance.

3.3 Webshop orders are concluded upon written order confirmation.

3.4 Modifications to offers must be confirmed in writing.

3.5 Non-written acceptances must be confirmed by written order confirmation.

3.6 Objections to order confirmations must be made without delay in writing.

3.7 Agreements are finalized once the Contractor commences delivery.

4. Secrecy

4.1 Clients must not reproduce or disclose documentation without the Contractor’s written permission.

4.2 Documentation may only be used for fulfilling the Agreement.

4.3 Documentation must be shared only with necessary personnel within the Client’s organization.

5. Amendment to the Agreement

5.1 Amendments must be in writing and confirmed by the Contractor.

5.2 The amended Agreement is binding unless objected to in writing without delay.

5.3 In the absence of written confirmation, invoices will define the amended Agreement.

5.4 Clients must pay for services already rendered before amendments.

5.5 Clients must reimburse the Contractor for amendment costs.

5.6 Delivery times may change due to amendments.

6. Premature Termination

6.1 Parties may mutually consent to termination terms.

6.2 Termination terms must be confirmed in writing.

6.3 Agreed fees must be paid before termination is effective.

7. Prices

7.1 Prices are in Euros, exclusive of VAT and other taxes, unless specified otherwise.

7.2 Transport and insurance costs within Finland are borne by the Client unless agreed otherwise.

7.3 International deliveries follow Incoterms.

7.4 Assembly and installation costs are included only if agreed in writing.

7.5 Prices may adjust for currency rate fluctuations exceeding 2%.

8. Risk

8.1 Risk transfers to the Client upon delivery within Finland.

8.2 International transport risk follows agreed Incoterms.

8.3 Risk during transport on Client’s premises is borne by the Client.

9. Delivery

9.1 The Contractor may charge administrative fees for small orders.

9.2 Delivery points are defined based on the Agreement.

9.3 Transport damages must be reported within 24 hours of delivery.

9.4 Partial deliveries are allowed and may be invoiced separately.

9.5 Returns require prior written confirmation from the Contractor.

9.6 The Client must arrange necessary permits and comply with local regulations.

10. On Demand Orders

10.1 On Demand Orders require a schedule for part deliveries.

10.2 The Client may request changes to the delivery schedule subject to the Contractor’s confirmation.

11. Spare Parts

11.1 The Contractor is not obliged to supply spare parts after the warranty period.

11.2 No new warranty period for spare parts used in repairs.

12. Delivery Times

12.1 Estimated delivery times are non-binding.

12.2 Delivery periods may extend due to unforeseen circumstances.

13. Force Majeure

13.1 Neither Party is liable for non-fulfillment due to force majeure.

13.2 Force majeure includes events beyond the Contractor's control like natural disasters, war, strikes, and pandemics.

14. Warranty

14.1 Product warranty ensures compliance with specifications at delivery.

14.2 Warranty periods and conditions are specified in the offer.

14.3 Clients must report shortcomings during the warranty period.

15. Security Rights

15.1 The Contractor has a right of retention over Client’s goods until obligations are fulfilled.

15.2 Newly created items incorporating Contractor’s goods remain Contractor’s property until obligations are met.

16. Reservation of Ownership

16.1 Ownership of goods remains with the Contractor until full payment.

16.2 Clients must keep Contractor’s goods separately identifiable.

17. Reporting Shortcomings

17.1 The Client must report any shortcomings in the delivered items immediately in writing.

18. Liability

18.1 The Contractor's liability is limited to direct damage and capped at the contract amount.

18.2 The Contractor is not liable for indirect or consequential damages.

19. Intellectual Property Rights

19.1 All intellectual property rights remain with the Contractor or its licensors.

19.2 Clients receive a non-exclusive, non-transferable right to use the deliverables.

20. Payment

20.1 Invoices must be paid within 30 days unless specified otherwise.

20.2 Late payments incur statutory interest.

21. Termination of Agreement

21.1 The Contractor can terminate the Agreement if the Client fails to meet obligations.

22. Applicable Law and Disputes

22.1 Finnish law applies to all agreements and disputes.

22.2 Disputes are settled by the competent court in Finland.

23. Validity

23.1 If any provision is invalid, other provisions remain effective.

24. Deposit

24.1 These terms are deposited at the Finnish Chamber of Commerce.