1. INTRODUCTION
These General Terms and Conditions (the “GTC”) shall apply to all sales of products sold by Finesse Finland Oy or any
authorized representative (the “Supplier”) to a buyer (the “Buyer”). Any deviations from the present GTC shall be deemed
valid only if the parties approve any of such deviations in writing. The Buyer acknowledges that it has read and scrutinized
the present GTC and expresses its consent to be bound by the entire contents of this GTC. The Supplier’s offers are nonbinding until accepted and confirmed by a purchase order issued by the Buyer in compliance with this GTC which is
acknowledged by the Supplier. These Conditions shall form an integral part of all sales contracts. Unless expressly agreed
by the Supplier, the Buyer shall not have the right to change or cancel any purchase order after it has been received by the
Supplier.
2. DELIVERY, OWNERSHIP, ACCEPTANCE AND RETURNS
2.1 Unless otherwise agreed in writing, the products shall be deemed to be sold EXW Supplier’s warehouse,
Mustasaari, Finland (Incoterms® 2020).. Unless the Buyer has notified the Supplier of any shortages or damage
within five (5) days following delivery of the products, the Buyer shall be deemed to have accepted the quantity
and quality of the products delivered by the Supplier as being in accordance with the sales contract. No returns of
products will be permitted or allowed by the Supplier. Packing materials shall not be returned to the Supplier. The
risk for the products shall be transferred to the Buyer in accordance with the applicable Incoterm. Title to the
products shall pass to the Buyer only when payment in full has been received by the Supplier.
2.2 Any delivery dates quoted by the Supplier shall be deemed to be an estimate only.If the Buyer anticipates that it
will be unable to accept the delivery of products at the agreed with the Supplier, the Buyer shall notify the Supplier
in writing together with a time when the Buyer anticipates being able to accept the delivery. The Buyer shall pay
the part of the sales price that becomes due at the delivery as if the delivery had taken place. The Supplier may by
notice require the Buyer to accept the delivery within a final reasonable time. Any additional costs related to such
delay shall be borne by the Buyer.
3. PAYMENTAND TAXES
3.1 Unless otherwise agreed, the Buyer shall transfer the sales price due to Supplier to the bank account specified by
Supplier within fourteen (14) days of the date of the invoice.. Payment shall be made in full without any set off,
counterclaim or deduction. The Supplier shall have the right to, as a precondition to delivering any products,
request an advance payment. The Buyer shall pay interest on overdue payments from the maturity date until the
actual date of payment in accordance with the Finnish Interest Act (1982/633). The Buyer shall pay the Supplier
all costs related to the collection of overdue amounts, including reasonable attorneys’ fees. In the event any
payment is more than thirty (30) days late, the Supplier shall be entitled to suspend or terminate the sales contract
by written notice to the Buyer, and such remedies shall not be exclusive of the Supplier’s additional rights under
contract or law.
3.2 The Buyer shall pay, where applicable, all duties, withholding and other taxes, customs fees and charges.
4. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
The parties acknowledge that the sales contract or documents provided in connection thereof may contain confidential
information. The parties agree to not disclose to a third party any document or data provided by the other party without the
prior written consent of the other party or use them for purposes other than those for which they were provided. No
intellectual property rights shall be transferred between the parties.