General Terms of Sales and Delivery

General Terms of Sales and Delivery

1. Application of the terms

• These terms of sales and delivery apply to contracts between Tietokeskus Finland Oy and its customers, including purchases from the online store.
• Tietokeskus Finland Oy, as the seller of the products and services, is hereinafter referred to as the Seller.
• A customer of the Seller who is a purchaser of the products and services is hereinafter referred to as the Customer.
• The Seller and the Customer are collectively referred to as the Parties. The Parties agree to be bound by the terms of sales and delivery set out herein, unless otherwise agreed on in writing.
• For the sake of clarity, the term “products” refers to both hardware and accessories, software/licenses and services provided by Tietokeskus Finland Oy (hereinafter referred to as Products and Services).

These terms are valid from 30 March 2023 and replace all previous general terms and conditions of delivery of Tietokeskus Finland Oy and its subsidiaries.

2. Registration and notifications

• To start a customer relationship, the Customer must register by providing the Seller with the basic information required for registration or by entering it in the online customer registration form. The Customer declares that the information provided is correct and accurate.
• The Seller reserves the right to check the Customer’s credit rating before starting a customer relationship and at any time during the contractual relationship.
• The Seller has the right to reject an order placed by the Customer on the grounds of the Customer’s low credit rating or for another good cause, or to require the Customer to make an advance payment or other guarantee to ensure payment by the Customer.
• Use of the Seller’s online store or other electronic service channel requires a valid username and password provided by the Seller to the Customer or created by the Customer, collectively referred to as Credentials. The Credentials are always personal.
• By using the Credentials, the Customer confirms that they have read and agree to be bound by these General Terms of Sales and Delivery of Tietokeskus.
• It is the Customer’s responsibility to ensure that the rights to use the Credentials are correctly defined in terms of viewing and purchasing rights and other rights and roles.
• The Customer is also obliged to ensure that the Credentials are stored in such a way that they can only be accessed by the person who has been issued the Credentials. The Customer is obliged to immediately notify the Seller in writing if their Credentials are lost or have fallen into the possession of a third party.
• The Customer shall be liable for all orders placed under the Customer’s Credentials and for any damage caused by unauthorised use of the Credentials until the Seller has had the opportunity to close the Credentials upon written notice from the Customer.
• The person designated by the Customer as the main user of the Seller’s online store (“Personnel Manager”) is responsible for ensuring that the Customer’s user and user ID data are up-to-date and, for example, that persons who are no longer employed by the Customer or who do not have the right to purchase are removed from the online store.
• Written notices, including notices to the designated representative of the receiving party, should be sent to the address provided by the party.
• Unless otherwise provided by mandatory legislation, the Parties may send and receive electronic messages to and from each other in connection with their business relationship under these general terms of Tietokeskus Finland Oy and such messages shall be deemed to be documents signed in writing. The identification code (“user ID”) contained in an electronic message is considered to be sufficient confirmation of the identity of the sender and the authenticity of the document.

3. Product information, availability and prices

• The indicative delivery time for products immediately available in stock is four full working days from receipt of the order.
• Product availability information and delivery time estimates are based on information provided by the Seller’s partners, such as wholesalers, importers and manufacturers, and the Seller is not responsible for the accuracy of the information.
• The prices of products in the online store are indicated in the product presentations. The prices in the online store are valid at the time of ordering. The price validity for a longer period is not guaranteed, except for contract products.
• The Seller reserves the right to change prices for products other than contract products.
• In the event of a significant typographical or printing error on the part of the Seller in an advertisement or similar notice or in the online store, the Seller may unilaterally modify, delete or reject the order, even if the Customer has already received the order confirmation.
• The prices based on a separate Offer are valid with reservation for prior sales, and are valid as long as the products are available or thirty (30) days from the date of the offer, or in accordance with the terms of the offer. If the estimated delivery time of the product offered is several weeks or months away, the delivery time is provisional and the final price of the product is determined by the time of delivery.
• A response to an offer that contains additions, restrictions or conditions shall be deemed to be a counter-offer, which shall not be binding on the Seller.
• All prices quoted by the Seller are subject to the applicable VAT.
  4. Order
• The ordering person has the necessary authority to place the order from their organisation and the content of the Customer’s order is as defined by the Customer.
• The Customer is responsible for ensuring that the content of the order corresponds to the Customer’s needs and intentions.
• The Seller will always send the Customer a separate written order confirmation containing the details of the order, such as the products and their quantities and prices, delivery and billing addresses and any other information.
• The contract for the delivery of the Product or Service is concluded when the Customer has received an order confirmation.
• The Customer is obliged to check the order confirmation and to make any comments to the Seller immediately but no later than one (1) hour after the Customer has received the order confirmation, unless otherwise agreed on by the Parties.
• The Seller’s online store availability information is not flawless, as the Seller sells the product to the Customer with a reservation for prior sales.

The Parties understand that a situation may arise in which the Customer receives an order confirmation for a product that may be out of stock and a new product is not available within a reasonable time. In such a situation, the Seller has the right to find a replacement product for the Customer.

The Seller is obliged to sell the replacement product to the Customer at the same price as the original product ordered by the Customer. If the Seller is unable to provide the Customer with a replacement product at the same price, the Seller has the right to cancel the order or part of it. In this case, the Seller will communicate this separately to the Customer.

5. Deliveries

• The delivery time for customer-specific Products is always agreed on separately in writing on a case-by-case basis.
• A product shown as being available in the online store is aimed to be delivered within four working days, otherwise the availability is estimated and the delivery time may change significantly.
• The Seller shall only deliver the Products and Services ordered by the Customer to the territory of Finland (excluding the Åland Islands), unless otherwise agreed on with the Customer. If the Customer orders more than one product, the products may arrive in different shipments.
• The Customer is responsible for informing the Seller of the correct delivery address and for ensuring that the goods can be delivered to the indicated address at the time of delivery. However, if delivery to the address provided by the Customer is not possible, a small consignment delivery is most often transferred to the nearest pick-up point of the logistics provider. The Customer is then obliged to collect the delivery from the indicated pick-up point within a set time limit. In the case of a pallet delivery, the delivery will be returned to the sender.
• If delivery to the address provided by the Customer is unsuccessful and the delivery is not collected from the pick-up point, the product will be returned to the Seller. In this case, the Seller will contact the Customer to reschedule the delivery. The Customer will be charged for the direct costs of the re-delivery, the costs of intermediate storage and the handling costs incurred to the Seller. If a re-delivery cannot be agreed on despite repeated attempts, or if the Customer is still unable to receive the delivery, the Seller is entitled to retain the amount paid for the product, if any, and the goods themselves as its own property.
• The Customer is responsible for the receipt of the delivery. Upon receipt of a delivery, the Customer is obliged to check the external condition of the consignment and the quantity of the goods delivered, so that the quantity received by the Customer corresponds to the delivery quantity on the consignment note or other freight document.
• If the Customer notices any of note or defects in the goods during the inspection, the Customer must make a note to this effect in the consignment note or parcel bill. In this situation, the Seller recommends that the Customer takes a picture of the consignment note or parcel bill, in such a way that the Customer’s note is clearly legible, and that the Customer immediately contacts the Seller’s representative.
• The Customer is obliged to check the delivered products within three (3) working days of receipt of the delivery to ensure that they correspond to the order confirmation received by the Customer and that their quality is as required by the Customer.
• The Customer shall submit any comments to the Seller without delay. The Seller’s obligation is to instruct the Customer how to take further action, if necessary, and to correct the delivery so that the delivery received by the Customer corresponds to the order confirmation.
• The Parties agree that the Customer has no right to claim a refund for a delivery in which the product received by the Customer is free of defects and in accordance with the order confirmation.
• If the product received by the Customer is defective or faulty, the Customer must contact the Seller’s representative immediately. The Seller’s obligation in this situation is, primarily, to ensure that the Customer receives a replacement product within a reasonable time and to advise the Customer on how to return the defective or faulty product to the Seller.
• If the Seller is unable to deliver a replacement product to the Customer within a reasonable time, the Seller has the right to cancel the transaction and return to the Customer any amount already paid by the Customer or send a refund invoice. If the Customer does not return the defective product to the Seller in accordance with the Seller’s instructions, the Seller is entitled to charge the Customer for the unreturned products.
• For all returns made by the Customer to the Seller other than those set out above, the following applies:
  • The Customer must have written permission from the Seller for the return and the return must be made in accordance with the instructions.
  • The Customer pays the postage and/or freight charges and the handling fee for the return.
  • The product must be in a saleable condition, unopened and in an immaculate package.
  • The Seller will check the returned product and accept or reject the return at their discretion.
  • If the Seller rejects the return, the Seller will send the product back to the Customer and will not refund the product in this case.
  • If the Seller accepts the return, the Seller will send the Customer a refund invoice for the product, minus the product handling costs.
  • For the avoidance of doubt, the Seller will refund the Customer the market price of the product, which may differ from the price paid by the Customer for the product.
  • The Seller will not process returns in which the purchase price, excluding VAT, is less than €50.

In the event of any delay in delivery, the Seller shall not be liable to pay the Customer a penalty for a late delivery, unless otherwise agreed on in writing between the Parties.

Delivery charges will be added to all orders and deliveries, unless otherwise agreed on with the Customer.

6. Service prices

Unless otherwise agreed on, the following service prices apply:

• Delivery cost to the company’s specified location in Finland €12.50 per order
• Paper invoice fee €7
• Reprocessing of invoices, etc. due to the Customer €50
• Handling fee for refunds €50
• Warranty exchange processing on behalf of the customer €40

All service prices VAT 0 %

7. Payment terms and billing

• Orders are subject to a payment term of fourteen (14) days net. Interest on overdue payments is determined in accordance with the Interest Act in force.
• The Seller will charge the Customer a handling fee for sending a payment reminder. Costs related to the collection of an invoice will be charged to the Customer according to the costs incurred.
• Payments for Services will be invoiced in the manner specified in the contract document, which may be in advance, periodically during the performance of the Service or after the termination of the Service, unless otherwise agreed on in the Contract (including in these General Terms of Tietokeskus Finland Oy, any applicable additional terms and conditions or the contract documents).
• Prepaid Services must be used during the contract period. At the end of the contract, the Seller will not credit any advance payments or other payments that are already due or have been paid.
• If the contract document specifies a total estimated fee based on time and material used or on usage fees, this total estimated fee is for planning purposes only.
• The Seller shall invoice the fees based on the actual time and material used or the actual or permitted use of the Customer, provided that the Seller shall invoice at least the minimum amount, if any, specified in the contract document.
• One-off and recurring fees may be based on measured actual or legitimate usage (for example, legitimate use of machine capacity, number of users for software, or meter readings for maintenance services).
• The Customer undertakes to provide the Seller with the information on actual use specified in the contract documents or additional terms and conditions. The Customer also undertakes to inform the Seller without delay of any changes to its environment that affect the usage fees and to pay any additional fees that may be incurred as a result of the change. Recurring fees will be amended accordingly. If the Seller changes the basis of measurement, the Seller’s terms and conditions for changing fees will apply.
• Unless otherwise agreed on in additional terms and conditions or the contract document, the Seller may increase or decrease the fees or prices related to the Services by giving the Customer one month’s notice of the change.

Comments on prices must be made to the Seller within seven (7) days from the date of the invoice.

8. Warranty and liability

• The products supplied are subject in all respects and exclusively to the manufacturer’s own warranty conditions.
• The Customer is obliged to familiarise themselves, on their own initiative, with the terms and conditions of the product. By purchasing a product from the Seller, the Customer declares that they have read the warranty, intended use and conditions of use of the product and that they are sure that the product is suitable for the intended use of the Customer.
• The Seller’s warranty is based, in all circumstances and under all conditions, only on the warranty and conditions given by the manufacturer of the product.
• The Customer undertakes to comply in all respects with the manufacturer’s terms and conditions of warranty and use of the product.
• The Seller delivers the product as it is, and does not provide any warranties or representations other than those provided by the manufacturer of the product.
• The Seller has the right to direct the Customer to contact the manufacturer of the product or the manufacturer’s representative directly to resolve a warranty claim or correct a defect.
• For unwarranted returns, the Seller has the right to charge the Customer any reasonable costs associated with the return.

9. Ownership and liability for risk

The products remain the property of the Seller until they have been fully paid for and received by the Customer. The liability for risk of the products is transferred to the Customer at the time of sale or at the time of delivery of the product, if the Seller is responsible for the delivery of the product to the Customer. In the case of collectible orders, the delivery takes place when the Seller hands over the goods to the Customer or their representative, in principle within the warehouse. In the case of delivered products, the delivery takes place when the product is handed over to the Customer or their representative unloaded from the means of transport, or handed over to the Customer or their representative from the carrier’s pick-up point.

10. Changes to these terms

The Seller reserves the right to change these General Terms of Sales and Delivery. The Customer accepts the changed terms if they continue to place orders or continue to use any customer account after the change. The amended terms will apply from the date of entry into force to new orders, contracts of indefinite duration and contracts that are renewed periodically.

11. Limitation of liability

• The Seller’s liability for claims arising out of or in connection with the Product or Service or otherwise arising under the contract is limited to direct damages actually suffered by the Customer as a direct and proximate result of the Seller’s error or omission.
• The Seller shall not be liable for any damages caused by any interruption or failure of the Seller’s electronic service channel or online store.
• The amount of damages shall not exceed fifty percent (50%) of the price of the defective Product or Service or, in the case of a Service charged on a recurring basis, the amount of the charges for the month preceding the error or omission.
• Unless otherwise required by mandatory law, under no circumstances will Tietokeskus Finland Oy, its subcontractors or software developers be liable for any of the following, even if advised of the possibility thereof:
  • loss of or damage to data
  • indirect or consequential loss or damage, and
  • lost profits, business, turnover, goodwill or expected savings.

12. General principles

The Parties shall endeavour to resolve in good faith any disputes, disagreements or claims between the Parties in connection with the contract. Each Party shall give the other Party a reasonable opportunity to remedy any contract breach. Either Party may terminate the contract if the other Party materially breaches the terms of this contract. However, a termination requires that the breaching Party be notified in writing of the breach and given a reasonable period of time, at least 30 days, to remedy the breach.

13. Contract terms and their order of application

All Services and Products delivered by the Seller are subject to Tietokeskus Finland Oy’s General Terms of Sales and Delivery and IT2022 Terms and Conditions in addition to any special terms and conditions. The order of application of the contract terms is as follows:

1. The contract between the Seller and the Customer for the Services or Products and its annexes
2. Tietokeskus Finland Oy’s General Terms of Sales and Delivery in force at the time
3. The IT2022 General terms and conditions (YSE), Special terms and conditions for deliveries of equipment (ELT), Special terms and conditions for consulting and other professional services (EAP), Special terms and conditions for software maintenance (EOY), Special terms and conditions for equipment maintenance (ELH) and Special terms and conditions for deliveries of standard software (STC), as agreed on for each delivery.

This contract shall be governed by Finnish law. Disputes arising out of the contract shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce in accordance with IT2022 YSE by three arbitrators of the Finland Chamber of Commerce, with each party appointing one arbitrator and the Chamber of Commerce appointing one arbitrator.

In possible language or content conflicts, the Finnish version of the General Terms and Conditions of Sale and Delivery is always interpreted.

Tietokeskus Finland Oy’s General Terms of Sales and Delivery are available on the Seller’s website at www.tietokeskus.fi

14. Exceptions

These terms of sales and delivery do not apply to public invitations to tender to the extent that they differ from the terms and conditions set out in each public invitation to tender.

Tietokeskus Finland Oy’s General Terms of Sales and Delivery 30 March 2023.