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General Terms of Delivery

1. SCOPE OF APPLICATION

These terms apply to deliveries from the company’s own warehouse, to deliveries from the central warehouse of Tuko Logistics Oy, and from the supplier or the manufacturer that are invoiced via the company.

2. DEAL CONCLUSION

2.1 Offer

A written offer is valid for 30 days, unless otherwise stated in the offer document. An oral offer must be replied to immediately, unless agreed otherwise. The images, drawings, calculations and other documents appended to the offer are the property of the company, and the recipient has no right to use them against the company or to disclose any information about them to a third party.

The prices stated in order books, price lists and other periodic publications are valid on the date specified in the publications. Invoicing is based on the currently effective prices.

2.2 Ordering

The agreement of a sale based on an offer is made after the buyer has accepted the offer. If the sale requires a license, currency or other authority decision, it shall not be binding towards the company until the decision has been granted.

For other sales, the order shall be binding towards the company when the company has confirmed its reception.

3. VENDOR’S LIABILITIES

3.1 Delivery time

Unless a special delivery time has been agreed on separately, the company is liable to deliver the goods within normal delivery time, or within the delivery time agreed on with the buyer. The company has the right to deviate from the delivery time, if it is considered necessary because of a force majeure event, or in order to prevent unreasonable expenses or other sacrifices.

3.2 Handover of goods and transfer of liability

In all sales, the goods are considered handed over when they are in the possession of the buyer, their representative or their carrier. The liability is transferred to the buyer upon handover of the goods.

3.3 Information on the goods

The company is liable for the information it has provided on the qualities or use of the goods. The company is not liable for the information provided by the manufacturer or importer, unless the company has forwarded the information to the buyer and it can be proved that the company was aware of their inaccuracy.

3.4 Guarantee and quality of the goods

The goods can be guaranteed in accordance with the manufacturer’s or supplier’s terms. The company’s guarantee must be agreed on separately. As the vendor, the company is liable for its goods to fulfil the standard quality requirements set for the products in question.

3.5 Packaging and transport

When the goods are transported by the company, it is liable for the goods being delivered to the buyer in normal condition. Unless agreed otherwise, the goods are delivered in the manufacturer or importer’s packaging. When the goods are collected by the buyer or by someone else on their behalf, they are handed over to the buyer in the packaging they were stored in by the company.

Any potential extra costs are payable by the buyer, in case of a separate re-packaging agreement. When the goods are transported by the company, the standard or agreed freights and transportations costs are payable by the buyer.

3.6 Central invoicing

Unless otherwise derived from these terms, the delivery terms of the supplier shall be adhered to in case of deliveries invoiced by the company, and the company shall not be held liable for any negligence or damages to the buyer, unless it can be proved that the damage was caused by the company.

4. BUYER’S RIGHTS, RESPONSIBILITIES AND LIABILITIES

4.1 Delay by the company

The company is obliged to notify the buyer if there is a risk of a significant delay in the delivery. In this case, if the buyer accepts the new delivery time, or if the delay is minor, considering the quality of the goods and other agreement terms, the buyer is not entitled to compensation or to cancel the sale. There will be no right to cancel and no compensation right, if the delay or hindrance of the delivery is caused by a force majeure event, or if fulfilling the agreement would require unreasonable sacrifices from the company, compared to its benefits for the buyer. The company is not liable for delays caused fully or partly by the buyer, or for delays in the purchases invoiced via the company.

4.2 Buyer’s ordering error

If there has been an error in ordering the goods, Heino does not accept responsibility for this, and therefore, shall not be liable to accept the returned goods. 80 per cent of the prices of the returned and paid goods can be compensated. Cold chain products (meat, fish and frozen goods) cannot be returned, in accordance with internal monitoring regulations. Commercial legislation and good commercial practice shall be adhered to in product returns.

4.3 Faulty goods

It is the buyer’s obligation to check the goods and report any faults to the company, within the time specified in the delivery document, or, if no time has been specified, within three (3) days of the handover of the goods. Complaints submitted after this period will not be processed, unless agreed otherwise.

If the fault is caused by the company, the company has the right to choose whether to repair the goods at the company’s expense, or to deliver a new product. Upon agreement separately, the damage caused by the fault can be compensated to the buyer, in which case the buyer is not entitled to claim further recompenses. In all cases, the potential indirect damages caused by the fault are excluded from the company’s liability.

In purchases invoiced via the company, submitting the complaint to the supplier is the buyer’s responsibility, unless agreed otherwise. If the company submits the complaint on the buyer’s behalf, it is not liable for the supplier’s error. The company is not liable, either, if the supplier is unable to fulfil their potential compensation obligation due to insolvency.

4.4 Purchase price and payment

Purchase price is the price of the company’s goods at the moment of assignment, unless a different price has been specified in an offer or by other means. As regards goods from abroad, the company shall reserve the right to alter the reported prices, based on changes in exchange rates, taxes, customs or other similar payments, without separate reference or notification in the offer.

The payment method is either cash or credit invoicing. With credit invoicing, the buyer is granted a credit account for the goods with a changing balance. The goods can be invoiced either by delivery or periodically.

The purchase price must be paid in accordance with the agreed payment terms. The term of payment starts on the invoice date. Unless agreed otherwise, the term of payment is net 7 days. The invoices are payable in the order of their due dates.

The buyer is liable to pay the statutory penal interest and recovery fees for late payments.

If the buyer has not collected the goods they have ordered, although the goods have been delivered by the company as agreed, the buyer is liable to pay the purchase price, including any potential penalty interest.

The company is entitled to postpone the delivery times of future deliveries, or to reject the delivery requests of buyers with outstanding invoices or other due payments. In this case, the buyer is not entitled to compensation for potential direct or indirect damages occurred.

Upon the company’s request, the buyer is obliged to lodge a security covering the purchase price or part thereof. The aforementioned provisions for the purchase price and payment also apply to purchases invoiced via the company.

4.5 Contribution obligation

The company and the buyer must each contribute to the sale, to enable the other party to fulfil the agreement, insofar as it can be reasonably expected of them.

5. CANCELLING A SALE

5.1 Buyer’s right to cancel

The buyer has the right to cancel the sale because of a notable delay or fault caused by the company, unless the company has fulfilled its repair or replacement obligation within reasonable time from the buyer’s notification, or within the time period agreed on with the buyer. If the buyer has caused the delay, even partly, or neglected their obligation to inspect the goods or submit the complaint within the time specified, the buyer shall not have a right to cancel the sale.

5.2 Company’s right to cancel

The company has the right to cancel the sale if there is a notable delay in the payment of the purchase price, or if the buyer notifies the company of not being able to pay the purchase price within the additional term of payment, or if there is reason to believe the buyer will neglect the payment in a manner that entitles the company to cancel the sale. The company also has the right to cancel, if the buyer does not collect or receive the goods they have ordered, or contribute to the sale in ways that can be expected of them.

The company reserves the right to cancel the sale, even after the buyer has taken possession of the goods. In cancelled sales, the company is entitled to compensation from the buyer for the damages suffered by the company.

6. LIABILITY FOR DAMAGES

The company’s liability does not cover any indirect damages due to breaches of this agreement or these terms.

7. NOTIFICATIONS

The sending party is responsible for ensuring the notifications are delivered to the receiving party.

8. SETTLEMENT OF DISPUTES

Any disputes regarding the interpretation of these terms of delivery shall be handled and settled primarily by negotiation between the parties, or following a dispute settlement process laid down in another agreement made by the parties. If a solution cannot be reached by these means, the dispute will be settled in the lower court of the company’s domicile, or upon separate agreement, of the buyer’s domicile.

9. VALIDITY OF THE TERMS

These terms of delivery are valid until further notice, until otherwise announced by the company in writing.

Espoo 26 September 2016

Heinon Tukku Oy


Heinon Toimistopalvelu Oy


Uniq Drinks Finland Oy