Legal
Terms governing subscription plans, products, deliveries, defects, intellectual property, liability, confidentiality, and dispute resolution.
1.1 These General Terms and Conditions ("Terms and Conditions") are applied to all products and service subscriptions sold by The Warming Surfaces Company Oy, company number 3324358-6 ("WSC"), and all products sold by customer ("Customer").
1.2 The possible own terms and conditions of the Customer are not applied to delivery agreements.
2.1 Any data and information in WSC's product information and pricelists are only binding to the extent this agreement expressly refers to them.
2.2 WSC reserves all rights to make product changes.
3.1 Delivery term is Ex Works (Incoterms 2020), unless otherwise agreed in writing.
3.2 Stated delivery dates are estimates only and not binding. WSC shall not be liable for any damages, loss, costs or expenses resulting from delay in delivery.
3.3 If no agreed due date for delivery, delivery is considered delayed if it has not been made within thirty (30) days from Customer's request by writing.
3.4 If Customer has not taken over product by agreed delivery date, Customer shall compensate all resulting costs to WSC.
3.5 Delayed delivery does not entitle Customer to refrain from paying any due invoice.
3.6 A delayed delivery due to Force Majeure event shall not be regarded as delayed delivery.
4.1 Customer is entitled to cancel order from WSC by notifying WSC no less than fourteen (14) days before agreed delivery date.
4.2 If Customer has canceled order by writing less than fourteen (14) days before agreed delivery date, Customer shall compensate all resulting costs to WSC.
5.1 Customer is entitled to cancel order from WSC by notifying WSC no less than fourteen (14) days before agreed delivery date.
5.2 If Customer has canceled order by writing less than fourteen (14) days before agreed delivery date, Customer shall pay the monthly payments in full till six months period starts.
6.1 WSC is liable for defects in products according to these Terms and Conditions.
6.2 Product has a defect if product is not in accordance with specifications and requirements explicitly agreed in writing and defect has not been caused by normal wear and tear, incorrect installation, use of product contrary to instructions by WSC or by negligence of Customer.
6.3 If product has defect according to section 6.2, WSC shall choose either to remedy defect or deliver replacing product.
6.4.1 WSC warrants to Customer that products sold under this Agreement will be free from defects in material and workmanship for one (1) year from date of purchase from WSC. If product should prove defective under normal operation or service during this period, WSC has sole discretion either to repair or replace product according to these Terms and Conditions.
6.4.2 This warranty does not cover defects resulting from:
6.4.3 WSC has no obligation to provide support, maintenance, repairs, modifications, upgrades, or enhancements to products if not separately agreed by writing.
6.5.1 If product has defect according to section 6.2 and replacing product has not been delivered within ninety (90) days from Customer's first written notification, Customer is entitled to terminate order with immediate effect.
6.5.2 If product has defect according to section 6.2 and defect has not been remedied by WSC within ninety (90) days from Customer's first written notification, Customer is entitled to terminate order with immediate effect.
6.6 The remedies in this section 6 are sole and exclusive remedies for defects in products.
1.1 Prices for products and service subscriptions are according to WSC's applicable pricelist unless otherwise agreed by writing.
1.2 Payment term is fourteen (14) days net from date of invoice. Delayed payment interest according to Finnish Interest Act and collection costs according to law are added to delayed invoices. Delayed payment does not entitle Customer to postpone any due payment.
2.1 WSC is entitled to use subcontractors to fulfill its contractual obligations according to this agreement and remains liable for obligations from actions of its subcontractors as if for own actions.
3.1 Products are sold with retention of title and title does not transfer from WSC to Customer until products have been fully paid. Customer shall at all times keep products separately from own products and products of third parties and labels identifying products as products of WSC shall not be removed before title transfer. Customer shall not remove possible serial numbers in products.
4.1 All title and intellectual property rights in all products and all other materials and know-how provided by WSC to Customer remain sole property of WSC. Customer shall not acquire title or any rights from products and materials except right to use products and materials according to these Terms and Conditions.
5.1 In case legal action is brought against Customer based on allegation that product sold by WSC infringes any intellectual property rights in Finland ("Infringement"), WSC will defend and settle legal action at own costs and pay all resulting costs and damages awarded against Customer by court, provided that Customer promptly notifies WSC by writing and allows WSC to control fully legal action.
5.2 If this section 5 applies and product sold by WSC is held to constitute Infringement and use of product is prevented, WSC shall at own cost either: (a) procure right for Customer to continue using product; or (b) replace product with non-infringing product; or (c) modify product to make it non-infringing.
5.3 WSC is not liable under this section 5 if Infringement is caused by alteration or use of product contrary to WSC's instructions and terms.
6.1 Customer agrees not to use trademarks, logos or other trade names of WSC without prior written consent.
6.2 WSC may identify Customer as customer of WSC and use Customer's logos and trademarks for this purpose in promotional materials and presentations.
7.1 WSC and Customer shall in relation to this agreement comply with applicable data protection laws in force from time to time, including the General Data Protection Regulation.
8.1 WSC's total aggregate liability under or in relation to products and service subscriptions sold by WSC and this agreement shall in all cases be limited to amount corresponding to total amount paid by Customer for products in relation to which liability occurred.
9.1 WSC is liable for products according to Finnish Product Liability Act. Other than liability according to Product Liability Act, WSC is not liable for damages caused by defective products.
10.1 Customer is entitled to terminate this agreement with immediate effect if WSC commits material breach and fails to remedy breach within thirty (30) days from first written notification by Customer.
10.2 WSC is entitled to terminate agreement with immediate effect if Customer commits material breach and fails to remedy breach within thirty (30) days from first written notification by WSC.
10.3 WSC has right to terminate agreement with immediate effect if Customer has delayed payment and has failed to pay due amount in full within fourteen (14) days from WSC's first written notice and delayed payment is not due to force majeure event or WSC's action.
10.4 Notwithstanding above in section 16.1 and to extent WSC's rights and remedies in section 16 are not sufficient to cover all losses and costs incurred by WSC due to Customer's breach or delay in payment, WSC reserves all rights according to this agreement and applicable law to seek compensation for all direct and indirect losses and costs caused by Customer's material breach or delay in payment.
11.1 Customer shall maintain adequate valid insurance to cover liabilities according to this agreement and provide evidence upon request.
12.1 Force Majeure event means impediment beyond reasonable control of party including strike, lockout, war, mobilization, military call-up, fire, flood, severe weather conditions, restrictions in import/export by authorities, transportation disruptions, pandemics and similar events that prevent performance and could not have been anticipated at agreement date and whose consequences could not reasonably have been avoided.
12.2 Party is not liable for delay or failure due to Force Majeure event and delivery dates shall be postponed by duration of event.
12.3 Each party shall notify without delay other party of force majeure event and its end.
13.1 Parties shall keep all confidential information received from other party in strict confidence and shall not disclose or use such information except for purposes of this agreement. Receiving party may disclose confidential information only to employees and advisors who need to know and are bound by confidentiality obligations no less restrictive than this section. Receiving party is responsible for any breach by such persons.
13.2 This confidentiality obligation does not apply to information that receiving party can prove: (a) is public without breach; (b) was lawfully in possession before disclosure; (c) lawfully obtained from third party without restriction; or (d) independently developed without use of confidential information.
13.3 If receiving party is required by law or court order to disclose confidential information, receiving party shall promptly notify disclosing party and cooperate to limit disclosure where legally possible.
13.4 Upon termination of agreement receiving party shall return or destroy confidential information at disclosing party's request, except where retention is required by law.
13.5 Confidentiality obligations remain in force for five (5) years after termination, except trade secrets which remain protected as long as they qualify as trade secrets.
13.6 Notwithstanding above in section 13 and restrictions in clause 19.1, WSC reserves right to provide products and services to all customers including competitors of Customer and to use all information and data resulting from such work, provided confidential information of Customer is not disclosed.
14.1 This agreement supersedes all previous discussions and agreements between parties concerning its subject matter and all modifications must be in writing and signed by both parties.
14.2 Failure to exercise any right is not a waiver of such right.
14.3 If any provision is held invalid or unenforceable, remaining provisions remain in full force and parties shall replace invalid provision with valid provision closest to original intent.
14.4 Customer shall not assign or transfer agreement without prior written consent of WSC.
15.1 This agreement is governed by laws of Finland excluding conflict of law principles.
15.2 All disputes shall be finally settled by arbitration in Helsinki in accordance with Arbitration Rules of Finland Chamber of Commerce and language of proceedings shall be English.
15.3 Notwithstanding section 15.2 each party may seek interim measures from competent courts.
Clause numbering and internal cross-references follow the published source document wording.