(a) Time for delivery is given as accurately as possible but is not guaranteed. The Customer shall have no right to damages or to cancel the order for failure for any cause to meet any delivery time stated.
(b) The date of delivery shall in every case be dependent upon prompt receipt of all necessary information, final instructions or approvals being obtained from the Customer. Alterations by the Customer in design, specifications or quantities required may result in delay in delivery and adjustment of the pricing.
(c) Failure by the Customer to take delivery of or to make payment in respect of any one or more installments of goods delivered hereunder shall entitle the Company to treat the whole contract as repudiated by the Customer.
(d) The Company will endeavor to comply with reasonable requests by the customer for postponement of delivery but shall be under no obligation to do so. Where delivery is postponed otherwise than due to default by the Company the Customer shall pay all costs and expenses including a reasonable charge for storage and transportation occasioned thereby.
(e) The Customer is responsible for arranging all possible import and re-export permissions.
(f) The Customer is responsible for all duties, tariffs, taxes and other government fees and payments outside Finland.
2. PAYMENT TERMS
(a) Unless otherwise agreed by the Company in writing payment shall be made in full within thirty days of the date of invoice to Modulight’s account. With regard to the date of payment, time shall be of the essence of the contract.
(b) Each consignment may at the option of the Company be separately invoiced.
(c) No dispute arising under the contract or delays beyond the control of the Company shall interfere with prompt payment by the Customer.
(d) In the event of default in payment by the Customer, the Company shall be entitled without prejudice to any other right or remedy to suspend all further deliveries on any contract or contracts between the Company and the customer and to charge interest on any amount outstanding at the rate of 8% per annum above the Euribor 12 months defined by the European Central Bank in force at the relevant time.
(e) The Party that has failed to take care of payments assigned to it under lawful interpretation of this contract is liable to all recovery costs without limitation.
3. TITLE OF OWNERSHIP
The title of ownership does not transfer to Customer until all payments related to the Supply Agreement or Purchase order have been paid completely and Modulight has received the payment in full.
4. SHORTAGES AND DEFECTS APPARENT ON INSPECTION
(a) The Customer shall have no right to claim for shortages or defects apparent on inspection unless:
(1) the Customer inspects the goods within seven days of arrival at its premises, and
(2) a written complaint is made to the Company within fourteen days of receipt of the goods or such shorter period as the carrier’s conditions (if applicable) require specifying the shortage or defect, and
(3) the Company is given an opportunity to inspect the goods and investigate any complaint before any use is made of the goods.
If a complaint is not made to the Company as herein provided then the goods shall be deemed to be in all respects in accordance with the contract and the Customer shall be bound to the contract and the Customer shall be bound to pay for the same accordingly.
(b) Whether or not the Company arranges delivery the Company is in no way responsible for delivery of the goods and is in no way liable for claims for loss or damage in transit which must be made by the Customer against the Carrier in accordance with the Carrier’s conditions.
5. DEFECTS NOT APPARENT ON VISUAL INSPECTION
(a) The Customer shall have no claim in respect of defects not apparent on the visual inspection at the time of delivery by these Conditions unless:
(1) a written complaint is sent to the Company as soon as reasonably practicable after the defect is discovered and no use is made of the goods thereafter and no alterations made thereto or interference made therewith before the Company is given an opportunity to inspect the goods in accordance with this Condition and
(2) the complaint is sent within 6 months of the date of delivery of the goods or in the case of an item not manufactured by the Company within the guarantee period specified by the manufacturer of such item.
(b) The Customer shall not be entitled to any claim in respect of any repairs or alterations, undertaken by the Customer without the prior specific written consent of the Company nor in respect of any defect arising by reason of fair wear and tear or damage due to misuse.
(c) The Company shall not be liable for loss or damage suffered by reason of use of the goods after the Customer becomes aware of a defect or after circumstances, which should reasonably have indicated to the Customer the existence of a defect.
(d) The Company may within 28 days inspect the goods and the Customer if so required by the Company shall take all steps necessary to enable the Company to do so.
(a) In the event of the condition of the goods being such as might or would (subject to these Conditions of Sale) entitle the Customer to claim damages or to repudiate the contract the Customer shall not then do so but shall first ask the Company to repair or supply satisfactory substitute goods free of cost and within a reasonable time. If the Company does so repair the goods or supply satisfactory substitute goods the Customer shall be bound to accept such repaired or substitute goods and the Company shall be under no liability in respect of any loss or damage whatsoever arising from the initial delivery of the defective goods or from the delay before the defective goods are repaired or the substitute goods are delivered.
(b) In the case of goods not manufactured by the Company the Company gives no assurance or guarantee whatsoever that the sale or use of the Goods will not infringe patent, copyright or other industrial property rights of any other person, firm or company.