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GENERAL CONDITIONS FOR THE SUPPLY OF STANDARD PARCELCUBE PRODUCTS

PREAMBLE

1. These General Conditions shall apply when the parties agree to them In Writing or otherwise. Any modifications of or deviations from them must be agreed In Writing.

 

DEFINITIONS

2. In these General Conditions the following terms shall have the meanings hereunder assigned to them:

  • “Gross Negligence”: an act or omission implying either a failure to pay due regard to serious consequences which a conscientious contracting party would normally foresee as likely to ensue, or a deliberate disregard of the consequences of such an act or omission.
  • “In Writing”: communication by document signed by both parties or by letter, email and by other means as are agreed by the parties.
  • “the Product”: the object(s) to be supplied under the contract, including documentation.

 

PACKAGING

3. Prices quoted in quotations and contracts shall, unless otherwise specified, be deemed to include Parcelcube’s standard packaging.

 

DEVIATIONS IN QUANTITY

4. The delivery may deviate from the agreed quantity only if the parties have expressly agreed so.

 

PRODUCT INFORMATION

5. All information and data contained in general product documentation and price lists shall be binding only to the extent that they are expressly included in the contract by reference In Writing..

 

DELIVERY, PASSING OF RISK

6. Any agreed trade term shall be construed in accordance with the Incoterms® in force at the formation of the contract.

If no trade term has been specifically agreed, the delivery shall be Free Carrier (FCA) Parcelcube premises.

If, in the case of delivery Free Carrier, Parcelcube at the request of the Purchaser undertakes to send the Product to its destination, the risk will pass not later than when the Product is handed over to the first carrier.

Partial delivery shall be permitted unless otherwise agreed.

 

TIME FOR DELIVERY, DELAY

7. If delay in delivery is caused by an act or omission on the part of the Purchaser, the time for delivery shall be extended by a period which is reasonable having regard to the circumstances.

The time for delivery shall be extended even if the cause for delay occurs after the originally agreed time for delivery.

Except as specified in Clause 28, second paragraph, Parcelcube’s right to an extension of time for delivery shall also apply when delivery is delayed due to a circumstance which constitutes Force Majeure under Clause 27.

8. If Parcelcube fails to deliver the Product on time, the Purchaser may by notice In Writing to Parcelcube fix a final reasonable time for delivery, stating the Purchaser’s intention to terminate the contract if delivery does not take place within such final time.

If delivery does not take place within such final time, the Purchaser may terminate the contract by notice In Writing to Parcelcube.

If the delay in delivery is of substantial importance to the Purchaser, or if it is clear from the circumstances that such a delay will occur, the Purchaser may forthwith terminate the contract by notice In Writing to Parcelcube.

9. If the Purchaser terminates the contract pursuant to Clause 8, the Purchaser is entitled to compensation for the increased costs incurred in procuring a substitute product from another source, provided that the Purchaser proceeds in a reasonable manner.

The Purchaser is excluded from any other claim for compensation in respect of Parcelcube’s failure to deliver in time.

If the Purchaser does not terminate the contract, he shall not, unless otherwise agreed, be entitled to any compensation for Parcelcube’s failure to deliver in time.

 

PAYMENT

10. Unless otherwise agreed, payment shall be made in advance (PIA).

In case of a mutually agreed net payment term, payment shall nevertheless be made as if delivery had taken place in accordance with the contract even if the Purchaser fails to take delivery of the Product on the agreed date.

11. If the Purchaser fails to pay by the stipulated date, Parcelcube shall be entitled to interest from the day on which payment was due and to compensation for recovery costs.

The rate of interest shall be as agreed between the parties or otherwise 8 percentage points above the rate of the main refinancing facility of the European Central Bank.

The compensation for recovery costs shall be 1 % of the amount for which interest for late payment becomes due.

12. If the Purchaser has not paid the amount due within three months, Parcelcube shall be entitled to terminate the contract by notice In Writing to the Purchaser and, in addition to Clause 11, claim compensation for the loss incurred.

Such compensation shall not exceed the agreed purchase price.

 

RETENTION OF TITLE

13. The Product shall remain the property of Parcelcube until paid for in full, to the extent that such retention of title is valid under the relevant law.

The Purchaser shall, at the request of Parcelcube, assist in taking any measures necessary to protect Parcelcube’s title to the Product.

The retention of title shall not affect the passing of risk under Clause 6.

 

RETURN AND REFUND OF PRODUCTS

14. No Product may be returned without the prior written authorization of Parcelcube.

15. Any request to return a Product must be made in writing within 14 days from the date of delivery.

16. To be eligible for return, the Product must:

(a) be in good condition and not damaged beyond normal inspection, installation and testing
(b) include all accessories, documentation and components originally delivered
(c) be returned in the original packaging whenever reasonably possible.

17. If a Product is defective, the provisions set out in Clauses 21–25 (Liability for Defects) shall apply. Parcelcube may, at its discretion, repair, replace or accept the return of the Product.

18. If Parcelcube agrees to accept a return for reasons other than defects, Parcelcube shall be entitled to:

  • charge a restocking fee of up to 20 % of the purchase price
  • require the Purchaser to bear all costs and risks related to the return shipment

19. Any refund shall only be processed after Parcelcube has received and inspected the returned Product.

20. Parcelcube shall not be obliged to accept returns of Products that have been substantially used, modified, damaged after delivery, or returned incomplete.

 

LIABILITY FOR DEFECTS

21. Parcelcube undertakes to replace a Product which is defective due to faulty design, materials, or workmanship.

22. Parcelcube’s liability is limited to defects which appear within one year after the date of delivery of the Product.

The Purchaser shall, after the appearance of any defect, notify Parcelcube In Writing without undue delay.

If the Purchaser fails to do so, the Purchaser shall forfeit the right to have the Product replaced under this Clause.

23. If Parcelcube fails to deliver a replacement Product within a reasonable time after receipt of the Purchaser’s notice under Clause 22, the Purchaser may by notice In Writing terminate the contract in respect of the defective Product.

If the Purchaser terminates the contract, the Purchaser is entitled to compensation for the increased costs incurred in procuring a substitute Product from another source provided that the Purchaser proceeds in a reasonable manner.

24. Parcelcube shall have no liability for defects in the Product except as specified in Clauses 22–23.

This applies to any loss caused by the defect such as loss of production, loss of profit or other indirect loss.

This limitation of liability shall not apply if Parcelcube has been guilty of Gross Negligence.

25. Improper Use

Parcelcube shall not be liable for defects or damage caused by:

  • incorrect installation
  • improper use
  • unauthorized modification
  • connection to external equipment not approved by Parcelcube
  • failure to follow the Product documentation

 

ALLOCATION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT

26. Parcelcube shall not be liable for damage to property caused by the Product after it has been delivered and while it is in the possession of the Purchaser.

Nor shall Parcelcube be liable for damage to products manufactured by the Purchaser or to products of which the Purchaser’s products form a part.

If Parcelcube incurs liability towards any third party for such damage, the Purchaser shall indemnify, defend and hold Parcelcube harmless.

 

FORCE MAJEURE

27. Either party shall be entitled to suspend performance of obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by Force Majeure.

Force Majeure includes circumstances beyond the control of the parties such as:

industrial disputes, fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power, currency restrictions, export restrictions, epidemics, natural disasters, extreme natural events, terrorist acts, or delays in deliveries by subcontractors caused by such circumstances.

28. The party claiming Force Majeure shall notify the other party In Writing without delay.

If Force Majeure causes a delay which is of substantial importance to the other party, the latter may terminate the contract.

Either party may terminate the contract if performance is delayed more than three months due to Force Majeure.

 

LIMITATION OF LIABILITY

29. Parcelcube’s total liability under the contract shall not exceed the purchase price of the Product.

 

CONSEQUENTIAL LOSSES

30. Except as otherwise stated in these General Conditions, neither party shall be liable for loss of production, loss of profit, loss of use, loss of contracts or any other consequential or indirect loss.

 

DISPUTES AND APPLICABLE LAW

31. All disputes arising out of or in connection with the contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with the said Rules.

32. The contract shall be governed by the laws of the Republic of Finland.

33. In the event of any discrepancy between language versions of these General Conditions, the English version shall prevail.