General terms and conditions for supply of products and services 2020

1 INTRODUCTION
1.1 These terms and conditions shall, unless otherwise agreed in writing, apply to all sales of Products and provision of Services (as defined below), by any authorised company, representative or agent of the Martela Oyj (the “Supplier”) to the buyer (“Buyer”). Supplier and Buyer together are referred to as the Parties, or separately each as a Party. These terms and conditions shall form an integral part of the Agreement and applicability of general and/or special terms and conditions of the Buyer is hereby expressly excluded.
1.2 Subject to these terms and conditions, the Supplier agrees to provide the Buyer with the Products and Services as agreed in the Agreement.

2 DEFINITIONS
2.1 “Agreement” shall mean the supply and purchase agreement between the Parties with regard to supply of Products and/or Services with appendices if any. In case of any discrepancies, the order of priority shall be following: (1) separate written supply and purchase agreement, (2) Supplier’s confirmation of purchase order, (3) these general terms and conditions, (4) purchase order, unless otherwise agreed in writing.
2.2 “Delivery” shall mean the delivery of the Product in accordance with the DAP or FCA Incoterms 2020, as agreed between the Supplier and the Buyer in the Agreement or in the Supplier’s confirmation of purchase order.
2.3 “Confidential Information” shall mean any information, data and material in whatever form disclosed to one Party by the other Party in connection to the purpose of Agreement, except information which is demonstrably non-confidential by nature.
2.4 “Intellectual Property Rights” shall mean the patents (including utility models), design patents, Confidential Information, specifications and designs (whether or not capable of registration), chip topography rights and other like protection, copyright, trademarks, trade names, all rights arising from the use of or existing in connection with domain names, rights in trade dress, rights in or relating to databases, and any other form of statutory protection of any kind and any other intellectual and industrial property rights (registered or unregistered) throughout the world including all rights of reversion and rights to any applications and pending registrations and the right to sue for and recover damages for infringements. Intellectual Property Rights shall also include any improvements enhancements and derivative works based on any pre-existing Intellectual Property Rights.
2.5 “Purchase Order” shall mean a written purchase order placed by the Buyer and accepted by the Supplier for the delivery of the Products and/or performance of the Services by the Supplier to the Buyer specified in the Purchase Order.
2.6 “Products” shall mean furniture from time to time included in Supplier’s product catalog.
2.7 “Services” mean the assembly, installation or moving services offered in conjunction with the furniture from time to time or as a standalone service.
2.8 “Software” means any software program delivered to or made available to the Buyer as part of the Products or Services.
2.9 “Sub-supplier” means any company performing any part of the obligations of the Supplier under this Agreement.

3 SCOPE OF THE AGREEMENT AND TERMS OF DELIVERY
3.1 The Supplier agrees to sell, supply and assemble Products and Services as agreed and specified in each written Purchase Order. The Products and Services to be provided to the Buyer shall be agreed in the Purchase Order exhaustively with respect to the number, quantities and type of Products. Orders for Products and Services shall only be accepted by the Supplier in writing and no variation shall apply to these terms and conditions except with the written agreement of the Supplier or its authorised person. The Supplier may, in its absolute discretion, accept or reject a purchase order, or accept only part of a purchase order.
3.2 The Supplier shall confirm the purchase order by sending an order confirmation to the Buyer. The order confirmation shall include, order number, quantity ordered, type of Product, price of each Product and approximate day or week of Delivery.
3.3 The Buyer has the right to request a change to the Products and Services agreed in the Purchase Order. In such case the Supplier shall issue an estimate to the cost and impact to the delivery schedule of the Products and Services. The Supplier is not obligated to carry out the changes to the Purchase Order until the Parties have agreed how the change will affect the price and delivery schedule. The Buyer has no right to cancel placed purchase orders or to return Products delivered.
3.4 The Supplier shall inform the Buyer about the delivery date and any changes in the delivery time estimated in the purchase order confirmation 1-2 working days prior to the intended Delivery. The Buyer has the obligation to provide the Supplier information on the delivery conditions at the Buyer’s site, which the Supplier is entitled to rely on. Any Buyer requested changes to the confirmed Delivery time shall be treated as a variation and are subject to adjustment in accordance with the clause 3.3. The Buyer has no right to reject partial Delivery unless otherwise agreed between the Parties.
3.5 On Delivery, the Buyer shall inspect the Product immediately at its own cost. The Buyer shall within seven (7) calendar days from the inspection notify the Supplier of any non-conformities or damages. If the Buyer fails to give such notice, the Products shall be deemed to have been delivered in full conformity with the Agreement and the Purchase Order. Non-conformities or damages to the Product do not justify rejection or refusal to receive the Product or to pay the invoice. Risk of loss passes in accordance with the Delivery term.
3.6 If the Delivery is delayed due to reasons attributable to the Supplier and the Buyer has consequently suffered a loss, the Buyer and the Supplier shall negotiate and agree a fair and reasonable compensation for such Buyer’s direct losses. The agreed compensation shall be the sole and exclusive remedy for delay. If the Parties have agreed on liquidated damages, the amount of liquidated damages shall in no event exceed 10% of the value of the part of the delayed Product. The payment of the liquidated damages does not release the Supplier from any other obligations towards the Buyer.
3.7 The Buyer is responsible to immediately inform the Supplier if the Buyer is aware of any delays in planned delivery schedule. The Buyer is not obliged to receive the products any earlier than what has been agreed in connection to the purchase order confirmation. If, however, Products cannot be delivered on the agreed time for reasons attributable to the Buyer, the Supplier shall have the right to deliver the Products in a warehouse or storage at the Buyer’s cost, and the Buyer is responsible for all direct costs incurred by the Supplier due to such delay. The warehouse receipt will act as a delivery note.
3.8 The Supplier will arrange installation and assembling of the Products if so agreed in the Agreement. The installation shall be done in accordance with the Supplier’s instructions and guidelines.
3.9 Installation shall be performed during normal working hours on weekdays between 7 am – 5 pm and charged according to the Supplier’s installation price lists. If the installation work cannot be performed during the normal working hours due to reasons not attributable to the Supplier, the installation work shall be charged as overtime or alternatively in accordance with the weekend rates in force at the time of the installation.
3.10 The Buyer shall provide the Supplier access to the premises during the installation, and reasonable assistance, including (but not limited to) ensuring the accessibility of hauling the Products to the installation place, access to lifts and transport routes and their protection for damage, unless the protection of lifts and transport routes is ordered from the Supplier.
3.11 Installation does not include work with pre-existing furniture, or furniture outside of the scope of the Purchase Order, unless otherwise agreed.
3.12 The Buyer shall be deemed to have accepted the installation work performed by the Supplier being in accordance with the Agreement, unless the Buyer notifies the Supplier otherwise within seven (7) calendar days from the installation work.

4 PAYMENT AND OWNERSHIP
4.1 Unless otherwise agreed, the payment for Products and Services shall be made within fourteen (14) calendar days from the date of the invoice. Payment shall be made in full without set-off, counterclaim or deduction. The purchase prices of the Products and Services payable by the Buyer shall be set forth in the purchase order confirmation. All prices are exclusive of local VAT, customs and fees, which shall be added to the prices, and inclusive of the costs as agreed between the Parties according to the Delivery terms, unless otherwise agreed. The purchase prices may be increased, if there is an increase of charges, taxes, fees, levies, customs, or more than 3% increase in exchange rates or raw material costs for reasons not attributable to the Supplier. Increase will become effective immediately. Normal transport package is included. The Buyer shall pay interest on overdue payment from the maturity date until the actual date of payment in accordance with local laws. In addition to, the Buyer shall pay the Supplier all costs related to the collection of overdue amounts, including reasonable attorney’s fees.
4.2 Title and ownership shall pass to the Buyer when the payment has been received in full.

5 WARRANTY
5.1 The Supplier warrants to the Buyer that Martela branded Products manufactured by the Supplier shall be free from all defects in material and manufacture for the period of five (5) years from the date of the delivery, unless otherwise specified in the Agreement. Notwithstanding the foregoing, the Supplier does not provide any warranty for customer-specific covers or coatings and warranty period for Products purchased from Outlet is one (1) year from the purchase date. The warranty period for phonebooth electronical parts is two (2) years. Warranty period for third party supplier phonebooths is limited to the applicable warranty terms and warranty period provided by supplier to its products. Any repair or replacement of third party suppliers’ products is performed in accordance with warranty terms and conditions. Warranty period for Products not specified above is limited to one (1) year from the date of delivery. No warranty is provided for batteries. It is explicitly understood that during the warranty period the Buyer uses the products in a normal indoor office condition approximately at maximum eight (8) hours a day and five (5) days a week.
5.2 If during the warranty period the Buyer finds a defect, the Buyer shall notify the Supplier in writing without undue delay, but in no event later than seven (7) calendar days from discovering the defect, or when the Supplier should have discovered the defect. The Buyer shall at the same time provide sufficient information on the Buyer’s order to the Supplier, including, but not limited to the sales order number. The Supplier shall at his sole discretion compensate, repair or replace the defected Product. If the Product or any part of it is replaced or repaired during the warranty period, the original warranty period is not prolonged.
5.3 The Supplier’s warranty does not cover defects due to:
(i) normal wear and tear;
(ii) use of parts or spare parts not approved by the Supplier;
(iii) any maintenance, warehousing, installation or repair work that is not in conformity with the Suppliers instructions, manuals or guidelines;
(iv) negligence or other improper acts or omissions by the Buyer;
(v) Product not being compatible with the pre-existing furniture or furniture outside of the scope of the Purchase Order, unless the Supplier has specifically accepted the responsibility for the interface and compatibility; or
(vi) wear and tear due to the use exceeding the normal indoor office use.
5.4 The Supplier undertakes to carry out the Services in professionally using due care and skill and following the general industry practices, provided that the Buyer has fulfilled its obligations to provide the necessary information as detailed in clause 3.4. In case of defects, the Supplier undertakes to re-perform Services to the extent practicable.
5.5 The warranty set forth herein is the only warranty applicable to the Products pursuant to the Agreement, and there are no other guarantees, warranties and/or conditions imposed or implied, including fitness for purpose, merchantability or liability for hidden or latent defects.

6 LIMITATIONS AND EXCLUSIONS OF LIABILITY
6.1 All rights and remedies are exhaustively defined in this Agreement. The Supplier is not liable for any damage caused by the Product to any immovable or movable property, or which is a cause of such damage. Injury or damage caused by the Product to a person or property in private use is compensated in accordance with product liability act.
6.2 Parties are liable only for direct damage. Neither party shall be liable towards the other Party, irrespective of the cause of action, for any consequential or indirect damage or loss, including but not limited to loss of profit, loss of revenue, delay and business interruption, other similar causes or losses or any special damage, whether direct or indirect. This limitation of liability does not apply if such damage is caused by gross negligence or willful misconduct.
6.3 Notwithstanding any other provision under this Agreement, in no event shall the Supplier’s aggregate liability to the Buyer under this Agreement, whether in contract, tort (including negligence or strict liability) or any other legal theory for any damages exceed the amount equal to 100 % of the value of the Purchase Order.

7 INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIALITY
7.1 Supplier retains all Intellectual Property Rights to the Products and Services.
7.2 All Software (if any) is licensed not sold. Supplier grants the Buyer a limited non-exclusive royalty free license to use the Software together with the Products or only for its intended purpose for the lifetime of the Products. Supplier grants the Buyer a royalty-free, non-exclusive and non-transferable license, without right to sub-license, to use Products to the extent necessary and for the sole purpose of utilising the goods under the Agreement for their intended purpose.
7.3 The Buyer agrees that it will not alter, modify, dilute or otherwise misuse the Supplier’s trademarks or bring them into disrepute. The Buyer also agrees not to use any other trademark, service mark, trade name, logo, symbol or device in combination with the Supplier’s trademarks except with a written permission of Supplier.
7.4 The Buyer shall forthwith report to Supplier any infringement of Supplier's Intellectual Property Rights or any unlawful act prejudicial to Supplier's interests, which comes to the Buyer’s attention. The Buyer shall, to the best of its ability and in accordance with any directions given by Supplier, assist Supplier to protect itself against such malpractices.
7.5 Upon expiry or termination of this Agreement the Buyer shall immediately cease using any Intellectual Property Rights and goodwill belonging to Supplier.
7.6 The content and any information provided under and for the purposes of this Agreement is strictly confidential. One Party may not, without permission in writing from the other Party, reveal any information in this Agreement to a third party, unless enforced by law or a government declaration.

8 FORCE MAJEURE
8.1 It is agreed that neither Party shall be liable or held to be in breach of this Agreement for any failure in the performance of its obligations to the extent that and for as long as such performance is prevented by causes beyond such Party’s control, which causes the Party could not have foreseen at the time of conclusion of the relevant Purchase Order and the consequences of which such Party could not have reasonably avoided or overcome (“Force majeure”). Such events of Force majeure shall include, but not be limited to, disturbances in data communication networks or energy sources; wars, riots, terrorist attacks or acts of any competent civil or military authority; and fire, flood or natural disasters and other similar causes. The Party whose performance is so prevented shall promptly inform the other Party of the occurrence of the Force majeure event. If a Force majeure event prevents the performance under any applicable Purchase Order for more than fifteen (15) calendar days, either Party may terminate the applicable Purchase Order with immediate effect by written notice to the other Party.
8.2 A Party shall notify the other Party in writing without delay of a Force majeure event, its expected duration and when a Force majeure event ceases to exist.
8.3 In case the Force majeure event lasts for more than sixty (60) days both Parties have the right immediately to terminate any effected Purchase Order.

9 TERMINATION
9.1 Either Party shall have the right to terminate this Agreement immediately by a written notice to the other Party in any of the following events:
(i) if the other Party becomes insolvent; or
(ii) if a party is in breach of this Agreement and fails to remedy such breach or default within thirty (30) days from the receipt of the notice from such breach.
9.2 In case of a termination of the Agreement by the Buyer in accordance with the 9.1 (i), the Supplier is entitled to receive payment of the Products and Services already delivered. The Buyer’s right to damages in case of termination, shall always be subject to the limitations of liability set forth in this Agreement.

10 THE RIGHT FOR REFERENCES
10.1 The Buyer shall have the right to use the Supplier’s name and brand as reference and for marketing purposes when communicating about the Products and Services provided by the Supplier.
10.2 The Supplier shall have the right to use the Buyer’s name and brand as reference and for marketing purposes (including photographs of the Buyer’s premises) when communicating about the Products and Services provided by the Supplier.
10.3 The Parties shall consult each other before issuing any public announcements or otherwise making any public statements with respect to this Agreement and shall not issue any press release or public statement prior to the other Party’s written approval.

11 SUBCONTRACTING AND ASSIGNMENT
11.1 The Supplier has the right to subcontract all or part of its obligations under this Agreement.
11.2 Neither Party may assign, transfer or novate part or whole of their obligations to a third party without prior written consent from the other Party.

12 COMPLIANCE
12.1 Supplier collects, stores, uses and processes personal data about the Buyer and the persons directly related to it (e.g. employees and/or representatives) in accordance with laws applicable to protection of personal data for e.g. the purposes of performing the Agreement, administering billing and accounting systems, maintaining its internal information systems, managing client relationships, complying with its legal obligations and for marketing purposes.
12.2 Any personal data supplied by the Supplier to the Buyer about Supplier’s employees and/or third parties may only be used for the express purposes for which that data is provided to the Buyer.

13 GOVERNIG LAW AND DISPUTE RESOLUTION
13.1 This Agreement shall be governed by the laws of Finland and application of the U.N. Convention on Con-tracts for the International Sale of Goods is excluded. Any dispute arising out of or in connection with this Agreement shall be resolved by arbitration in Finland in accordance with the arbitration rules of the arbitration institute of Helsinki chamber of commerce. Also, other local arbitration institutes may be used if this is accepted by both Parties. The arbitral proceedings shall be held in local or in English language.