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Terms and conditions

SSL RESOURCE GENERAL TERMS AND CONDITIONS

· GENERAL

These general terms and conditions ("Terms") shall apply to the business relationship between SSL Resource Oy, a Finnish legal entity with a business ID 2564437-1 ("SSL"), and its customers (the "Buyer"). The Buyer shall be deemed to accept these Terms by ordering any Products, unless expressly agreed otherwise in writing between SSL and the Buyer. These Terms override any additional or conflicting terms or conditions included in the communication of the parties or otherwise referred by the Buyer, unless such are expressly agreed by SSL in writing.

SSL and the Buyer hereinafter also referred to as a "Party" and jointly as "Parties".

· THE PRODUCTS AND ORDERS

SSL designs, manufactures and sells light measurement meters and systems, e.g. goniometers, spectrometers, integrating spheres and other optic devices, and services related to light measurement, optic design and calibration services (the "Products").

SSL warrants that the Products shall at the time of delivery conform to the specifications stated in the confirmed order documents ("Confirmed Order") agreed between SSL and the Buyer.

Any information relating to the Products and their use, such as fitness for any particular purpose, weights, dimensions or data in advertisements or price-lists of SSL, shall not take effect as terms of these Terms or the business relationshipunless expressly agreed in writing by SSL.

Unless otherwise agreed in writing, possible installation and/or assembly service for the Products shall be performed in either English or Finnish language.

An order shall only become binding on SSL after it has been confirmed by SSL.

· DELIVERY AND CANCELLATION OF ORDERS

  • The delivery term shall be FCA Salo, Finland (Incoterms 2010).

  • Unless otherwise agreed, the delivery time shall be as stated in the Confirmed Order or, if the Confirmed Order does not specify a delivery time, 10 to 13 weeks from the date of the order confirmation sent by SSL to the Buyer.

  • The Buyer shall be responsible for obtaining any necessary import licenses or permits and for any customs duties, clearance charges, taxes, brokerage fees and other amounts payable in connection with the importation of the Products or services to the Buyer's desired country and location.

  • Cancellation of a Confirmed Order by the Buyer shall always require SSL's written consent. An order cannot be cancelled later than 48 hours after it has been sent by the Buyer.

· INSPECTION AND WARRANTY

  • The Buyer shall inspect the Products within 20 days of delivery. If any of the supplied Products are fully or partly rejected because of non-conformity to the specifications stated in the Confirmed Order, and SSL agrees that the Products do not conform to the specifications, SSL shall be entitled to replace the Products, or the part in question, free of charge, or, at SSL's sole discretion, refund to the Buyer the price of the Products actually received by SSL, but SSL shall have no further liability to the Buyer. Failure to give written notice of any claim within thirty (30) days from the date the Products have been installed shall constitute an acceptance of the Products by the Buyer.

  • All light measurement systems and meters manufactured by SSL are covered by a two (2) year warranty against manufacturing defects ("Warranty"). The warranty period shall commence at the date the light measurement system and meter is delivered to the Buyer.

  • Any claims under the Warranty are to be made within thirty (30) days from the day when the Buyer became or should have become aware of the fault in the light measurement system and meter. Any claim made after the expiry of the warranty period shall not be effective.

  • In accordance with the Warranty, SSL shall at no cost to the Buyer remedy defects occurring in light measurement system and meters delivered by SSL, provided that said defects are caused by manufacturing defects. SSL shall investigate in line with its quality arrangements and, at its sole discretion, either supply replacements, carry out repair or issue credit. Replacement, repair or credit shall be the sole remedy for any faults and defects in light measurement system and meters. In no event shall the repair be done by a third party without SSL's prior written consent.

  • SSL's liability under the Warranty does not include defects caused by normal wear and tear or inadequate maintenance, failure to observe the operating instructions or user manual or incorrect repairs carried out by the Buyer or any third party.

  • There are no express warranties, guarantees or indemnities except as contained in this section 4 or otherwise agreed expressly in writing by SSL. All other warranties, guarantees and indemnities are hereby disclaimed, overridden and excluded.

· RETENTION OF TITLE

  • Until full payment for the supplied Products has been received by SSL, the title to the Products shall remain with SSL.

· PRICE AND PAYMENT CONDITIONS

  • Unless otherwise agreed in writing, the total price of the Products shall be as stated in the Confirmed Order or, if the Confirmed Order does not specify a total price, SSL's price in effect at the time of delivery ("Total Price").

  • Unless otherwise agreed in writing, if the Total Price is EUR 10.000 (net) or lower, the Total Price shall be paid by Buyer in whole within 7 days of confirmation of order sent by SSL to the Buyer.

  • Unless otherwise agreed in writing, if the Total Price is higher than EUR 10.000 (net), the Total Price shall be paid by the Buyer in partial installments as follows:

  • 40 % (forty percent) of the Total Price within 14 (fourteen) days of the date of the order confirmation sent by SSL to the Buyer;

  • 50 % (fifty percent) of the Total Price at least 3 (three) days prior to the delivery date according to the applicable delivery term (FCA). SSL may refuse to deliver the Products to the Buyer until this payment has been received by SSL;

  • 10 % (ten percent) of the Total Price within 30 (thirty) days from the delivery date or, if the Products are agreed to be installed and/or assembled by SLL, within 30 (thirty) days from the installation/assembly.

  • Notwithstanding what has been stated in section 6.3, in case the installation and/or assembly has been agreed to be performed by SSL and such installation and/or assembly cannot be completed within 45 (forty-five) days from delivery, due to a reason other than a fault on SSL's side, the remaining unpaid amount of the Total Price shall be paid within 60 (sixty) days of the date of delivery even if the installation and/or assembly has not been completed.

  • Unless otherwise expressly agreed, the prices stated in the Confirmed Order, its appendixes, the relevant order or the order confirmation do not include VAT, import/export costs or other applicable taxes or customs payments.

  • The price for products and/or services not listed in the Confirmed Order shall be agreed separately or, if such price has not been agreed, according to SSL's price list in effect at the time.

  • Payment for agreed services (including but not limited to assembly or installation services) not listed in the Confirmed Order shall be paid by the Buyer within 14 (fourteen) days of performance of such services.

· INTELLECTUAL PROPERTY RIGHTS

  • The Buyer does not acquire any intellectual property rights in the Products or any related software, drawings, parts etc. which may have been available to it. SSL shall remain the exclusive owner of any intellectual or industrial property rights relating to the Products.

· CONFIDENTIALITY

  • The Parties undertake during the term of the business relationship and three (3) years thereafter to keep in the strictest confidence all confidential information, trade secrets and technical know-how received from the other Party in connection with the business relationship, and to use said information for the purposes of the business relationship only. However, this obligation shall not apply to confidential information:

  • that the receiving Party can prove having been in the possession of the receiving Party prior to the first receipt from the other Party;
  • that after disclosure becomes a matter of public knowledge without a breach of this confidentiality obligation; or
  • that the receiving Party can prove having been obtained from a third party under circumstances permitting its disclosure to others.

  • Notwithstanding what has been stated in section8.1 above, the obligation of confidentiality and nonuse of SSL's trade secrets, intellectual property rights and technical know-how shall not expire.

· LIABILITY

  • To the maximum extent allowed by applicable law, SSL's maximum liability in anyevent shall be limited to the price paid by the Buyer for delivered Products in respect to which damages are claimed.

  • SSL shall in no event be liable for any indirect, incidental and/or consequential damage, including but not limited to loss of production, reduction in revenue, loss in turnover or loss arising out of a defect.

· MISCELLANEOUS

  • Any terms and conditions that by their nature or otherwise reasonably should survive a termination or expiry of the business relationship between SSL and the Buyer, shall be deemed to survive the termination or expiration. Such terms and conditions include but are not limited to the obligations set forth in sections 6, 7, 8, 9, 10 and 11.

  • The termination or expiration of thebusiness relationship does not affect the Buyer's obligation to perform full payment for any Products or services delivered to it, or for Products that the Buyer has not accepted and that have not been cancelled according to the cancellation conditions set in section 3.

  • If the performance of either Party is prevented or delayed by reason of cause beyond the reasonable control of the Party affected (including without limitation, acts of civil or military authority, fires, floods, epidemics, wars and riots), the Party affected shall be excused from such performance to the extent that it is actually prevented or delayed thereby during the continuance of any such event, and its obligations shall be deemed suspended so long as and to the extent that such event prevents or delays its performance.

  • Neither Party may assign its rights or obligations under these Terms, or the business relationship, to a third party without the written consent of the other Party. However, SSL may partly or fully assign its obligations related to manufacturing, production and/or delivery of Products or performance of services to its subcontractors or affiliates.

  • Any amendments or modifications to these Terms shall only be valid when made in writing and signed by the duly authorized representatives of both Parties.

  • If any provision of these Terms should be held invalid or unenforceable, the validity and enforceability of the remaining provisions shall not be affected.

  • A failure by either Party to exercise any rights under these Terms shall not constitute a waiver of such rights.

  • Unless otherwise agreed in writing, SSL shall have a right to use the Buyer's name and logo as a reference for marketing purposes.

· GOVERNING LAW AND DISPUTE RESOLUTION

These Terms, the Confirmed Order as well as the business relationship between the Buyer and SSL shall be governed by and construed in accordance with the laws of Finland, without giving effect to the provisions, policies or principles relating to the choice or conflict of laws. The United Nations Convention for the International Sale of Goods (CISG) shall not apply.

Any dispute, controversy or claim arising out of or relating to these Terms, the business relationship between the Buyer and SSL or the breach, termination or validity thereof shall be finally settled in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by a sole arbitrator. The language of the proceedings shall be English. The place of arbitration shall be Helsinki, Finland.