Terms and Conditions of Sale and Delivery
The purpose of Estko Nordic Oy’s Terms and Conditions of Sale and Delivery is to simplify negotiations and facilitate the conclusion and maintenance of contracts.
1. Application
1.1 These General Terms and Conditions of Delivery shall apply unless otherwise agreed in writing.
2. Formation of the Agreement
2.1 The Agreement is formed when both Parties have signed it in a valid manner or when the Customer has accepted a binding Offer. An Agreement for a one-time transaction is formed when the Seller accepts the Order or when the Seller begins the actual fulfillment of the Order. Any terms attached by the Customer to the Order that deviate from the terms of the Offer shall only apply if the Seller expressly and in writing notifies the Customer in advance that it accepts the Customer’s terms.
2.2 The Customer must accept or reject the Offer within the validity period specified therein, or, in the absence thereof, within ten (10) Business Days of the Seller sending the Offer. Upon the Customer’s acceptance of the Offer, it shall be deemed accepted without modification. If the Customer does not indicate within the aforementioned period that it accepts the Offer, the Customer shall be deemed to have rejected the Offer, and the Offer, even if made, shall no longer be binding on the Seller.
3. Term of the Agreement
3.1 The Agreement shall enter into force upon its formation in accordance with Section 2, and unless the Parties have agreed otherwise in writing, it shall remain in effect indefinitely, subject to a one-month (1) mutual notice period. An Agreement concerning a one-time transaction shall terminate when both Parties have fulfilled their obligations under the Agreement
4. Prices and Terms of Payment
4.1 The payment term is 14 days from the date of the invoice, unless the Seller and the Customer have expressly agreed otherwise in Writing.
4.2 The prices in the price lists are exclusive of value-added tax, and the delivery terms are “ex warehouse” or “ex works,” unless otherwise agreed in writing. Estko Nordic Oy reserves the right to change its prices, if necessary, by giving notice thereof due to changed market conditions or increased costs, but without excluding other reasons.
4.3 The Seller has the right to unilaterally change the agreed payment term if, in the Seller’s assessment, the credit risk associated with the Customer has increased. The credit risk has increased at least in cases (without excluding other reasons and circumstances) where the Customer’s credit rating has deteriorated. The Seller shall notify the Customer of the change in the payment term in advance.
4.4 If the Customer does not accept the change in the payment term pursuant to Section 4.2, the Customer has the right to terminate the Agreement effective as of the date the change takes effect, by notifying the Seller in advance.
4.5 Invoicing is based on the amount indicated on the delivery note.
4.6 Late payments are subject to late payment interest at a rate of 18% per annum, calculated from the due date. In addition, the Customer is obligated to pay the Seller’s then-current payment reminder and collection fees.
4.7 The Seller has the right to require acceptable security from the Customer prior to delivery or as security for a delivery batch that has already been delivered but not yet paid for. The Seller is under no obligation to deliver the Product before acceptable security has been provided. The Seller has the right to charge the Customer reasonable costs associated with managing the security.
4.8 Small Order Fee
The small order fee for orders under 100 euros is 20 euros.
4.9 Splitting Packages
If the Customer requests quantities smaller than standard package sizes, we will charge a handling fee of 10 for splitting and repalletizing the packages.
5. Terms of Delivery and Transfer of Risk
5.1 Unless otherwise agreed, Estko Nordic Oy will deliver the goods from its warehouse on an Ex-Warehouse (EXW) basis. Estko Nordic Oy adheres to the Incoterms 2010 delivery terms. Shipping costs will be charged to the customer unless otherwise agreed.
Risk of loss passes to the buyer upon the buyer’s acceptance of the goods ex warehouse or when our warehouse, TJL Logistics Oy/c/o Estko Nordic Oy, hands the goods over to the carrier for delivery to the buyer.
6. Delivery Time/Delay
6.1 Delivery times/dates are binding on Estko Nordic Oy only if they have been expressly confirmed in writing.
Estko Nordic Oy is obligated to notify the buyer of any delay immediately upon becoming aware of it, stating the reason for the delay and the estimated new delivery date.
6.2 Force Majeure
Estko Nordic Oy shall not be obligated to fulfill the agreement if a natural disaster, fire, machinery breakdown, or a comparable disruption, strike, lockout, war, mobilization, export or import ban, lack of means of transport, cessation of production, traffic disruption, or any other such obstacle that Estko Nordic Oy cannot overcome, prevents delivery. Furthermore, if fulfilling the contract would require sacrifices that are unreasonable compared to the benefit the buyer would derive from it, Estko Nordic Oy is not obligated to fulfill the contract. Estko Nordic Oy is not obligated to compensate the buyer for any damage resulting from the failure to fulfill the contract, and the buyer may also terminate the contract.
7. Transfer of Ownership
7.1 Ownership of the goods transfers to the buyer once the full purchase price has been paid to Estko Nordic Oy, unless otherwise agreed.
8. Complaints and Notifications
8.1 Any objections regarding the invoice must be made within seven (7) days of the invoice date, failing which any later objection will not be considered.
8.2 Objections regarding the product or delivery must be made within six (6) days of the product’s delivery, failing which any objection made later will not be considered.
8.3 The Seller has the right to charge a fee for the processing and investigation of an unfounded complaint, which shall cover at least the costs incurred by the Seller.
8.4 The Customer must submit all notices related to the Agreement in writing in Finnish, Swedish, or English to the contact person designated by the Seller, using the contact information provided by the Seller.
8.5 The Seller shall notify the Customer of any changes to the Terms of Sale either on the Seller’s website or directly to the Customer using the contact information provided by the Customer.
9. Defects in Goods
9.1 Estko Nordic Oy has the right to replace any defective products resulting from raw materials or manufacturing. Estko Nordic Oy is not liable for damages caused by the buyer, a third party, or the goods. Estko Nordic Oy is not liable for defects arising from causes that occur after the transfer of risk. If the delivery is defective in any respect, the buyer must notify Estko Nordic Oy of the defect in writing within 8 business days of the delivery date. If the buyer does not file a complaint with Estko Nordic Oy within the aforementioned time limit, the buyer loses the right to make claims based on the defect.
10. Returns
10.1 Returns must always be arranged in advance with Estko Nordic Oy staff. Estko Nordic Oy will only accept undamaged and complete standard packages for return. Products delivered as special orders will not be accepted as returns. Estko Nordic Oy retains ownership of returned products.
11. Product Liability
11.1 Products must only be used for the materials for which they are intended. When using the product, the product instructions provided by Estko Nordic Oy must be followed, and general caution must be exercised. With regard to both product liability and product safety, the buyer must disclose to the new buyer any information known to them regarding the product at the time of resale or further transfer. All matters related to product liability and product safety must be brought to the attention of Estko Nordic Oy in writing without delay once the buyer first becomes aware of any potential damage or liability for compensation.
12. Termination and Expiration of the Agreement
12.1 Either Party has the right to terminate the Agreement by notifying the other Party if the other Party has committed a material breach of the Agreement and has not remedied the matter within a reasonable time (but no later than thirty days) after the other Party had notified them of the matter.
12.2 The Seller may terminate the Agreement with immediate effect if the Customer has not paid an overdue invoice within a reasonable period of time following a reminder, which shall not exceed 10 Business Days from the date of the reminder.
12.3 The Seller has the right to terminate the Agreement in whole or in part by notifying the Customer thereof if the Customer has been removed from the prepayment register, has filed for or been declared bankrupt, has entered into corporate reorganization, liquidation, debt restructuring, or any similar proceedings, or if the Customer’s ownership structure has changed significantly. In addition, the Seller has the right to terminate the Agreement in whole or in part by notifying the Customer thereof if the Customer has fallen into such a financial condition that, in the Seller’s reasonable judgment, it cannot be considered capable of fulfilling its contractual obligations, and the Customer fails to provide reasonable security acceptable to the Seller for the fulfillment of its obligations within the time limit set by the Seller, which time limit may not, however, exceed 10 Business Days from the Seller’s notice.
12.4 Even if the Seller and the Customer have expressly agreed that the Agreement is valid for a fixed term, the Seller has the right to terminate the Agreement, either in whole or in part, during the fixed term, if the Seller ceases the business operations under the Agreement. In such a case, the Seller must notify the Customer of this at least one (1) month in advance.
12.5 Termination of the Agreement shall not affect any performance already completed. Notwithstanding the termination of the Agreement, the Customer shall be obligated to pay the Seller for any Products already delivered by the Seller.
12.6 Upon termination of the Agreement due to cancellation, the Seller has the right, at its discretion, to demand the return of Products already delivered, even if the Product has already passed into the Customer’s possession, provided that the Customer has not yet paid the purchase price.
12.7 Upon termination of the Agreement, the Seller has the right to collect and the Customer is obligated to surrender or, at the Seller’s request, destroy the Seller’s property in the Customer’s possession.