Sales & delivery terms
CoverGlobal Ltd.
1. FIELD OF APPLICATION
The following sales and delivery terms apply to all the contracts of sale between the buyer and the seller. Different terms, given by the buyer in offers and orders, are not valid. All modifications in connection with the sales and delivery terms must have the seller’s written approval before they become effective. Oral addendum and explanations are not effective.
2. OFFER AND PRICELIST
Myyjän antamat hinnastot ovat voimassa toistaiseksi.
3. SALES AND DELIVERY CONTRACT
Orders must be made in writing. Both parties are bound by the delivery Contract when the seller has confirmed the buyer’s order, and the buyer has accepted the seller’s confirmation by undersigning it.
4. DELIVERY OF THE PRODUCTS / TRANSFER OF LIABILITY
The Products are delivered according to EXW (Incoterms 2000). The buyer is responsible for unloading the Products. Delivery terms are defined in every offer and confirmation. The liability for damage or disappearance of the Products transfers to the buyer according to the Incoterms agreed upon. The seller is not liable for damages or expenses caused by unloading of the Products or delaying during the delivery time after the Products have been delivered to the carrier on time. The Products are packed for delivery according to normal practice if the buyer does not give specific requirements. The Products are qualified for delivery to the buyer when the carrier receives and accepts the package.
5. INSPECTION OF THE PRODUCTS
The buyer is obligated to unload the Products immediately at his own expense, check the delivery, and confirm in writing the possible transport damages together with the driver. If needed, the package should be opened. The buyer and the driver must make sure to verify the damage with their signatures and photos if possible. The seller and the transport company must be informed immediately of the damage.
Inspection of the Products, which concerns mainly quality, amount, and measurements, must be done carefully and within eight days from the date of receipt of the Products. Complaints must be made in writing and notified immediately or at the latest during eight days from the date of receipt of the Products, except that the deficiencies have not been able to be noticed even by careful inspection The seller is not liable to compensate if the reclamation is based on the deficiency caused by processing or installation. The seller is not liable to compensate if the cause of the deficiency cannot be established. For quality questions of the components, the standards of the subcontractors (the manufacturers of the components) are decisive criteria. The cleaning of glass is not included in the delivery.
6. OBSERVANCE OF DELIVERY TIME
Delivery time defined in the order confirmation is decisive. Partial delivery is permitted without preliminary Contract for compelling reasons such as delay of production process. In such cases the seller is responsible for the additional transport costs.
The seller has the right to extend delivery time reasonably, if the buyer presents change after approving the order confirmation. The buyer is responsible for the possible changes causing additional cost. If matured invoices are not paid, the seller is not obligated either to render the production or to deliver even if delivery Contract has been confirmed. If the agreed credit limit is exceeded or the order in question exceeds the credit limit, the seller is not obligated to produce or deliver, either. The seller is not liable to compensate the costs or losses to the buyer or a third party if the delivery is delayed because of the above-mentioned reasons (changes or cash flow problems). The seller, however, must confirm a new time of delivery without delay when the above-mentioned obstacles are removed.
7. RESPONSIBILITY OF DELIVERY DELAYS
The seller must promptly notify the buyer of possible delays in delivery.
If the delay is over five workdays caused by the seller and the buyer can prove of suffering economic damages, the seller then must pay the penalty fee for the delay. The penalty fee is 0,5% of the value of the delayed delivery or partial delivery from every week on, however at most 10% of the value of the delayed delivery. The seller has no other liabilities for damages due to his delay except if the delay has arisen from the seller's intentional or gross negligence.
8. RESPONSIBILITY OF PRODUCT QUALITIES
The seller is responsible for the Products defined in the order confirmation and other binding information according to the current legal frame. Information in the advertising materials is not binding. The buyer is bound to assess the product suitability for each project. The seller is exempt from any responsibility for the damage completely or partially caused by overlook of necessary precautions or by unsuitable use of the product. The seller is always permitted to make technical improvements and other changes to the products without giving preliminary notice.
9. CONSECUTIVE DAMAGES
The seller is not bound to compensate consecutive damages caused to the buyer by faulty Products, delayed delivery, or faulty delivery, such as production loss, profit loss, or other economic consecutive damages.
10. GUARANTEE
The seller guarantees that the components (profiles and accessories) at the time of delivery meet specific quality standards and functional features. The guarantee for material or production faults is five (5) years beginning from the delivery date of the Products. The guarantee only covers individual components (profiles and accessories), not the whole or part of the glazing system assembled and installed by the buyer. Glass is not included in the guarantee. For the sealings (used to cover the gaps between the panels / between the wall) the guarantee is one (1) year.
11. CHANGE OF COMPONENTS
The seller’s guarantee does not cover direct or indirect possible costs for the buyer or a third party to change the components under guarantee. Based on a material guarantee, a new component is delivered with freight paid to the buyer for a faulty one. The buyer is obligated to return the faulty component upon request. This paragraph does not concern the delivery of raw glass. The parties agree separately on the procedure for such a delivery.
12. LIMIT OF RESPONSIBILITY
The seller's responsibility is limited to the delivered materials without installation or other work performances. The seller must be informed immediately of the faults and damages covered by the guarantee. The seller has the right to repair such faults and damages under the guarantee according to his own consideration. All claims to guarantee become void if the Products is stored unprofessionally or if faulty elements have been used for installation. The seller does not assume any responsibility for damages that do arise from other material or performance than his own, or damage that arises from the structural shortcoming of the building itself. Commonly accepted product tolerance does not justify damage claims, as well as ignorance, natural wear and tear, insufficient supervision, faulty planning, or installation, faulty or insufficient instructions given to the end-users, insufficient or inappropriate services, faulty repairing or changes made by the buyer or a third party which cause service failures or wear instantly or later, or unbeatable hindrance such as nature's calamity or extreme thunderstorm. All claims to guarantee become void if the buyer sells the products further for projects that are against the rules of the authorities or the requirements of the customers.
13. PROTECTION RIGHTS AND DOCUMENTS
The buyer must precisely follow the seller’s protection and copyright.
14. RETENTION OF OWNERSHIP / PROTECTION OF OWNERSHIP RIGHTS
The seller remains as the owner of the Products until the buyer fulfils all the economic responsibilities. The retention of the ownership concerns all the Products delivered by the seller which can be taken back. The delivery of the Products takes place under ownership retention with the following additional specifications: when the Products is detained or in similar cases, the buyer is responsible to inform about the seller’s ownership and the buyer must notify the seller immediately about the situation. If the above-mentioned Products are sold further on, the retention of the ownership is still in force for the sales price request between the buyer and his client, including reduced tax and other extra requirements. During the retention of the ownership the buyer does not have the right to pawn the delivered Products, to give it as security, to hand it over, or to make other similar actions. The buyer is obligated to store the delivered Products suitably during the seller’s retention of the ownership. The buyer is obligated to begin to apply all suitable measures to guarantee the seller’s ownership.
15. THE BUYER ‘S RIGHT TO WITHDRAW
If the seller’s delivery deviates considerably from the Contract, and if the fault cannot be repaired in a reasonable period after the buyer’s written notice or the seller do not send the new delivery or the new delivery is delayed because of the seller which causes the buyer unforeseeable harms, the buyer has the right to withdraw. If the seller has already taken measures for a new delivery which cannot be cancelled any more, the buyer is not entitled to withdrawal if the delay is not essential, or the seller is not responsible for the delay. In case that the seller has already started operation to fulfil the Contract, for example, special production which cannot be cancelled without causing the seller noticeable loss, the buyer is not entitled to withdrawal based on delay, except if due to the delay the buyer’s aim cannot be fulfilled in the essential parts of the deal.
16. THE SELLER ‘S RIGHT TO WITHDRAW
If the buyer’s payments are much delayed or the buyer does not give the guarantees requested by the seller, the seller has the right to withdraw from the deal or part of the deal which the buyer has not yet received. The seller also has the right to withdraw when it can be expected that the buyer’s payment will be delayed considerably, or the Contract is reasonably impossible to fulfil for reasons that the seller is not responsible for. When withdrawal is established with sound reasons, the seller is not liable to compensate.
17. THE OBSTACLES OF IMPLEMENTATION
In the case of Force Majeure (war or serious disasters such as fire, flood, hurricane, earthquake, disease, and so on), all responsibilities to fulfil the contract of sale by the seller are not valid anymore when the seller promptly informs the buyer. After the obstacle is removed, the seller can agree on a new delivery time and check the price as needed, if the buyer wishes to fulfil the contract of sale afterwards.