General Terms and Conditions
These general terms and conditions shall apply unless otherwise agreed by written agreement between the
parties. The parties may agree to amend or exclude individual terms, and to set additional terms in writing.
These terms are valid from 1.1.2020 and these terms replace all other order terms regarding general, sales
and delivery terms.
The term “Seller” refers to the company supplying the goods (=”Equipment”) object of the Agreement for
which it shall issue the corresponding invoice.
The term “Buyer” refers to the company in the name of which the invoice related to the goods is issued.
The Agreement is considered to have become valid when the Buyer and the Seller have signed an Agreement,
or when the Seller has separately confirmed an order in writing (order confirmation), and the Buyer has not,
within two (2) days from receiving the order confirmation, made any remark concerning the contents of the
order confirmation. Changes and additions to be made to the Agreement must be jointly agreed in writing by
the contracting parties. The Seller is entitled to charge any expenses caused by changes and additions from
the Buyer separately.
- DRAWINGS, TECHNICAL DOCUMENTATION; CONFIDENTIALITY
All drawings and technical documentation relating to the products or manufacturing, including immaterial
rights between the parties, shall remain the property of the party who supplied the said documents.
Neither the Seller nor the Buyer is authorized to hand over confidential information, drawings, or plans or
documents received from the Buyer, to a third party. The Seller is entitled to use the professional skills gained
during the order/assignment in its other business activities.
- CHARACTERISTICS OF THE PRODUCTS
It is agreed that any information relating to the products and their use, such as weights, dimensions,
capacities, prices and other data contained in catalogues, prospectuses, circulars, advertisements,
illustrations, price-lists of the Seller, shall not take effect as terms of the Agreement unless expressly referred
to in the Agreement. All specifications, drawings or images related to the products included in the Seller’s
catalogues, brochures or price lists are to be considered indicative and not binding, and may vary without
notice at any moment.Partial or integral reproduction of the price lists or catalogues is strictly forbidden unless previously
authorized by the Seller.
Unless otherwise agreed, the Buyer does not acquire any property rights in software, drawings, etc. which
may have been made available to him. The Seller also remains the exclusive owner of any intellectual or
industrial property rights relating to the products.
- VALIDITY OF WRITTEN OFFERS
The Seller’s written offer shall be valid for one (1) month from the date thereof, unless the offer states
- ESTIMATIONS AND FORECASTS
All estimations and forecasts (e.g. concerning production status or delivery date) shall be considered
indicative and not binding.
Prices of safety cabinets include standard packing. Tailor-made products or project deliveries will have an
additional charge for packing.
Installation of the Product is not included to the Price, if not otherwise agreed.
Any order under EUR 250,- minimum will be a subject to a EUR 25,- handling fee.
Buyer shall be responsible for the payment of any import duties and/or VAT, which may at any time be
charged on or payable on or in respect of the Product in Buyer’s country. The Seller shall be responsible for
the payment of all taxes, duties, charges, fees, imposts, levies and other fiscal impositions which may at any
time be charged on or payable on or in respect of the Equipment in the Seller’s country.
- PAYMENT CONDITIONS
Unless otherwise agreed in writing, or implied from a prior course of dealing between the parties, payment of
the Price and of any other sums due by the Buyer to the Seller shall be on open account and time of payment
shall be fourteen (14) days from the date of invoice. The amounts due shall be transferred, unless otherwise
agreed, by teletransmission to the Seller’s bank in the Seller’s country for the account of the Seller and the
Buyer shall be deemed to have performed his payment obligations when the respective sums due have been
received by the Seller’s bank in immediately available funds.
Checks or Bills of Exchange, though accepted by the Seller, shall be considered as payments only when
actually cashed in.
Payments shall be considered as released only if carried out in Euros and in compliance with the payment
terms specified on the Agreement and invoices.
- INTEREST IN CASE OF DELAYED PAYMENT
If a party does not pay a sum of money when it falls due the other party is entitled to interest upon that sum
from the time when payment is due to the time of payment.
Unless otherwise agreed, the rate of interest shall be two per cent (2%) above the average bank short-term
lending rate to prime borrowers prevailing for the currency of payment at the place of payment, or where no
such rate exists at that place, then the same rate in the State of the currency of payment. In the absence of
such a rate at either place the rate of interest shall be the appropriate rate fixed by the law of the State of the
currency of payment. Nevertheless interest for delayed payments shall be paid at least at the rate of 10 %
- OWNERSHIP AND LIABILITY FOR RISK
Ownership of the Equipment being traded shall be transferred to the Buyer when the entire purchase price
has been paid. Liability for risk for the traded Equipment shall transfer to the Buyer in accordance with what
the parties have agreed in the terms of delivery (Incoterms 2020) or, in the absence of such terms, when the
property being traded is transferred. If the transfer is delayed for a reason attributable to the Buyer, the
liability for risk shall be transferred at the last moment of the period during which the transfer should have
taken place. The Seller shall decide on the packaging suitable for each delivery.
- CONTRACTUAL TERM OF DELIVERY
Unless otherwise agreed, delivery shall be FCA according to Incoterms 2020.
Unless otherwise agreed between the parties, the Buyer shall be responsible for arranging the transportation
(method of transportation, carrier etc.). Unless otherwise agreed, all documentation and other formalities necessary for the export, transportation
and carriage of the Equipment from the Seller’s country to Buyer’s country shall be responsibility of and be
obtained and carried out at the cost and expense of the Buyer.
- DELIVERY DOCUMENTS
Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable term of
delivery or, if no contractual delivery term is applicable, and if so mutually agreed, according to any previous
course of dealing. Any special or additional documents which have cost for the Seller will be charged from the
- The Seller shall deliver the Delivery within the agreed time. In the event the delivery is delayed due to a fault
of the Seller, and unless otherwise agreed, the Buyer shall be entitled to liquidated damages amounting to
0.5 % of the price of the delayed part of the Delivery for each full week of delay, the maximum amount of
liquidated damages, however, being 7.5 % of the price of the delayed part in question. A delay in the delivery
of manuals and other documents supporting the Delivery shall entitle to liquidated damages in accordance
with this Section 15 only if the absence of said material prevents the production use of the delivery.
If there is a delay in the performance of a task, decision or other performance agreed to be carried out by the
Buyer and such a delay prevents the Seller from performing or continuing the delivery, the Seller shall be
entitled to extend the delivery time corresponding to the Buyer’s delay.
Except as set out above, the parties shall have no additional liabilities or remedies for delays.
- GOVERNMENTAL PERMITS AND APPROVALS
The Buyer shall obtain, at his expense at the proper times, all permits and approvals from the government
and the local authorities as necessary for the performance of the Agreement.
- NON-CONFORMITY OF THE GOODS
The Buyer shall examine the goods as soon as possible after their arrival at destination and shall notify the
Seller in writing of any lack of conformity of the goods within five (5) days from the date when the Buyer
discovers or ought to have discovered the lack of conformity. The Buyer shall check the incoming Equipment
for possible damages and notify at once the carrier, even if the Equipment has been delivered ex works.
In any case the Buyer shall have no remedy for lack of conformity if he fails to notify the Seller thereof within
twelve (12) days from the date of arrival of the goods at the agreed destination.
- STATUS OF THE CONTRACTING PARTIES
The Buyer shall undertake to provide the Seller with key information relevant to the order and any other
material agreed on separately.
The contracting parties must notify each other without delay of factors that may cause a delay in the delivery
of the order or a delay in payment for the order, or factors that may incur unnecessary costs.
The Buyer shall promptly inform the Seller of any claim made against the Buyer by his customers or third
parties concerning the goods delivered or intellectual property rights related thereto.
The Seller will promptly inform the Buyer of any claim which may involve the product liability of the Buyer.
- THE SUPPLIER’S RESPONSIBILITY
The Seller shall be responsible for supplying the goods in accordance with the order, and for ensuring that the
products delivered have been manufactured in accordance with the Seller’s current quality systems and
product specifications. The Seller shall be responsible for the work of its subcontractors as if it were its own.
The Seller shall be responsible for direct damage to the Buyer that results from the Seller’s mistake or
omission, whether intentional or through negligence.
- NO PARTNERSHIP OR AGENCY
Nothing in the Agreement shall constitute or be deemed to constitute a partnership between Buyer and the
Seller or constitute or be deemed to constitute that one party acts as an agent of the other for any purpose
whatsoever and neither party shall have the authority or power to bind the other or create a liability against
the other in any way or for any purpose.
- CANCELLATION POLICY
Agreement referring to an order, or any part thereof, may only be cancelled with the consent of the Seller
and on the condition that the Buyer compensates the Seller for the costs of cancellation.
Orders may be cancelled/changed only after approval of Kojair Tech sales contact person and only within two
(2) days upon the date of order confirmation.
Any cancellations or changes after two (2) days upon the date of order confirmation are against cost only:
– If the order is launched into the production (non-stock items), Kojair Tech will credit 20% of the net value,
– if the order is picked and packed (stock items), Kojair Tech will credit 80% of the net value,
– if customized products have not been launched into production, Kojair Tech will credit 20% of the net value,
– if customized items have been launched into production, no credit available.
- THE SELLER’S RIGHT TO INTERRUPT PRODUCTION
If the payment has not been made by the due date and the Seller has reminded the Buyer about the delay or
if there is reason to suspect the Buyer’s ability to pay for some other cause (anticipatory breach), the Seller
can for its part interrupt the manufacturing process and/or refrain from handing over the manufactured
goods or prohibit the assembly or installation of the product at the site, as well as at taking possession of the
goods sold to the Buyer. The Seller is entitled to charge a reasonable compensation from the Buyer for
storing the goods and other cost incurred during the interruption.
The Seller may, without the prior written consent of the Buyer, subcontract the performance of installation of
The Seller’s warranties are defined in this section 24. These warranties are exclusive and constitute the
Buyer’s sole and exclusive remedies for any defect or deficiency in the Product. There are no other express or
implied warranties or conditions of merchantability, satisfactory quality, and fitness for a particular purpose.
The Buyer is entitled to invoke any warranty only provided that it notifies the Supplier in writing of any defect
or deficiency without delay after having become aware of or after it should have become aware of such
defect or deficiency.
The Seller warrants to the Buyer that the Products delivered will, at the time of delivery and for a period of
twelve (12) months (unless different period stated in Agreement) thereafter (the “Warranty Period”),
conform to Agreement, comply with the requirements, and be free from defects in material and
workmanship (“Warranty”). All sample Products shall be delivered without any Warranty.
Warranty does not cover defects due to normal wear and tear, damages due to improper transportation,
handling or storage, faulty erection, repairs or alterations made without Seller’s consent, faulty or careless
operation or maintenance, or the use of improper raw material or working materials.
STEEL CONSTRUCTION AND WELDMENTS
Steel construction and welding of Product is warranted for a period of five (5) years from date of installation
in accordance with established Kojair Tech Warranty statements.
ELECTRICAL MOTORS, FIXTURES, DEVICES
This equipment is warranted for a period of one (1) year from date of installation in accordance with
established Kojair Tech warranty statements.
Certain items are purchased by Kojair Tech for resale as a part of a particular workstation configuration.
Items such as work surfaces, lighting, and power outlets are in this category. This equipment is warranted for
a period of one (1) year from date of installation or in accordance with established warranty period as
specified by original manufacturer. This warranty is provided in accordance with established Kojair Tech
- LIMITATION OF LIABILITY
Seller’s liability in respect of any claim made in respect of or relating to this agreement shall be limited to
Price or to replacement of Equipment, and Buyer shall be entitled to no other remedy, regardless of the form
of claim or cause of action (whether based on contract, negligence, strict liability or otherwise).
In no event shall Seller be liable for loss of use, anticipated profits or other any special, punitive, incidental,
indirect or consequential damages arising out of or in connection with the performance of the Agreement or
caused by delays in performance or otherwise.
The Seller shall not be held responsible for possible damages to persons, things or animals caused by using
the appliances without complying with the instructions, safety regulations or incorrect installation (in case
the Seller has not separately undertaken to carry out the installation work) and/or failure to carry out the
required controls and inspections before use.
- FORCE MAJEURE
The Seller shall not be liable for delays or damage resulting from a force majeure which it cannot reasonably
have foreseen at the time of signing the Agreement, and the effects of which it could not reasonably have
avoided or overcome. Such causes shall include but is not limited to disturbances in public transportation,
data communication networks or energy resources or their delivery; war, riots, terrorist attacks or acts or
orders of any competent civil or military authority; strikes and blockades; fire, flood or natural disasters and
other similar causes. Strikes lockouts, boycott or other industrial action shall also be considered a force
majeure in cases where the Seller itself is the target of or a participant in such action. A delay on the part of a
subcontractor for the abovementioned reasons shall also be considered a force majeure.
- RESCISSION OF THE AGREEMENT
If a party to this Agreement essentially violates the terms of the Agreement, the other party shall have the
right to rescind the Agreement. If the Buyer essentially violates the terms of the Agreement, instead of
cancelling the Agreement, the Seller shall have the right to halt the manufacturing process, material
acquisitions etc. until it can be determined whether the breach of Agreement will lead to the Agreement
The Seller shall have the right to rescind the Agreement if the Buyer is obviously insolvent or facing
bankruptcy. Each of the contracting parties shall be entitled to rescind the Agreement if fulfillment of the
Agreement becomes impossible or is significantly or by more than six (6) months delayed due to a force
If the Agreement is terminated, the Buyer shall compensate the Seller for the successfully completed part of
the order/assignment on with the agreed charging grounds until the termination of the Agreement, or until
the date when the work is completed, if work is to continue beyond the termination date.
If the termination of the Agreement is due to the Buyer or a reason that is attributable to the Client, the
Seller shall be entitled to receive reasonable compensation for the costs and damages resulting from the
termination of the Agreement.
- APPLICABLE LAW AND RESOLUTION OF DISPUTES
The law of Finland, excluding its choice of law rules, shall apply to these General Terms of Conditions, the
order process and deliveries, as well as the resolution of any disputes. All disputes between the Seller and
the Buyer shall primarily be resolved through negotiation between the parties. If an agreement cannot be
reached by negotiations, the dispute shall be settled in arbitration proceedings by a single arbitrator in the
Seller’s domicile using the English language, unless the parties agree on use of other language. If the parties
fail to agree on the arbitrator, the arbitrator shall be appointed by the arbitration committee of the Central
Chamber of Commerce. If the Buyer is a person in a consumer’s position, the dispute shall be settled at the
lower court of the Seller’s domicile.
Notwithstanding the above, the Seller is always entitled to initiate any action to (i) collect any unpaid
receivable under the agreement or (ii) seek for remedy of injunction, specific performance and/or other
similar relief for a threatened or actual breach of the Agreement also in a competent court of law.
- OTHER TERMS
Otherwise the general conditions of ORGALIME shall apply.