TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale (“Terms”) shall apply to any sale of paper products by EPP-Pack Oy (“Seller”)
In these Terms “the Order Confirmation” means the Seller’s Order Confirmation,
“Buyer” means the person, firm or company named as the Buyer in the Order
Confirmation and “the Goods” which are the subject of the Order Confirmation.
The agreements, conditions, representations and other terms set out in the Order
Confirmation are together referred to in these Terms as “the Agreement”.
2. The Agreement
These Terms shall be deemed to be incorporated in all agreements from time to
time entered into between the Seller and the Buyer which provide for the sale of
any goods by the Seller to the Buyer. These Terms shall apply in place and prevail
over any terms or conditions contained or referred to in the Buyer’s order or in
correspondence or elsewhere of implied by trade custom, practice or course of
dealing unless specifically agreed to in writing by the Seller and any purported
provisions to the contrary are hereby excluded or extinguished. The Agreement
represents the complete agreement between the Seller and the Buyer with regard
to the Goods and contains all agreements, warranties, conditions, representations
and other terms agreed, made or relied upon by either party in connection with the
Goods. No amendment or addition to the Agreement shall be binding on the Seller
unless agreed in writing (by an authorized representative of the Seller).
3. Offers and Supply Information
The Seller’s catalogues, price lists and quotations do not constitute offers made by
the Seller (unless they are expressed to be fixed quotations remaining open for a
specific period) and the Seller reserves the right to withdraw or revise the same at
any time prior to the Order Confirmation.
No offer, obligation or agreement relating to the sale of the Goods is binding on
the Seller unless set out in the Agreement or in an amendment of addition thereto
duly agreed in writing by the Seller.
The prices for the Goods shall be as set out in the Order Confirmation, subject as
hereinafter provided. The Seller reserves the right by written notice given to the
Buyer before delivery of the Goods to vary the price of the Goods into account of
increases in costs including (without limitation) the cost of materials, carriage,
labor or increase or imposition of any tax, duty or other levy and any variations in
exchange rates. The Buyer shall have the right within seven days of any notice of
a variation of the price of any Goods to cancel the Agreement by written notice
given to the Seller. The acceptance by the Seller of any variation of the
specification of the Goods subsequent to the date of the Order Confirmation will
be subject to an additional charge.
Unless otherwise specified V.A.T. and any other tax or duty payable by the Buyer
shall be added to the price.
5. Payment Terms
The payment terms for the Goods shall be as set out in the Order Confirmation. If
no payment term is stated therein or otherwise agreed, payment shall be made in
advance. The maximum payment term is 30 days net from the invoice date. The
interest for the delayed payments from the day on which the payments were due
shall be charged in accordance with the Finnish Interest Act.
The Seller reserves the right to suspend deliveries or to cancel any allowance of
further credit if the Seller at its’ discretion at any time considers the financial
circumstances of the Buyer have ceased to justify the credit terms.
The delivery term is FCA Karkku, Finland (Incoterms 2010) set out in the Order
Confirmation. Any period of date for delivery stated in the Agreement for Sale is
intended as an estimate only and is not a contractual commitment and the Seller
shall not be liable for any damages or losses arising out of delay.
The Seller may deliver the Goods in one or more installments.
If the Buyer refuses or fails to take delivery of the Goods in accordance with the
Agreement or fails to take any action necessary on its part for delivery or
shipment of the Goods, the Seller shall be entitled to terminate the Agreement
with immediate effect, to dispose of the Goods or the Seller may determine and to
recover from the Buyer any loss and additional costs incurred as a result of such
refusal or failure and in any event to retain any payment made to such refusal or
If the Buyer requests postponement of delivery beyond the estimated delivery date
and the Seller agrees to such postponement the Seller may at its’ option
exercisable by notice to the Buyer treat the risk in the Goods as having passed to
the Buyer and store the Goods at the Buyer’s expense (but without liability).
The Buyer understands that the Seller is not always in position to print the ordered
Goods exactly in ordered amounts. Therefore Seller shall have the right to
dispatch and bill for a quantity of the Goods greater or less than the exact quantity
ordered by the Buyer (-20% above or below the stated quantity for orders with a
net weight of up to 250 kg.
– 10% above or below the stated quantity for orders with a net weight of 250 to 5000 kg.
– 5% above or below the stated quantity for orders with a net weight exceeding 5000 kg)
and in such event the Buyer shall pay for the actual quantity delivered. With this
delivery the Seller has fulfilled its obligations under the Agreement.
8. Passing of Property and Risk
The Goods shall remain the property of the Seller as legal and equitable owner and no
property in or title to the Goods shall pass to the Buyer until their full price has been
duly paid to the Seller.
Risk of loss of the Goods and risk of related damages shall pass to Buyer upon delivery. In
no event shall any loss, damage, injury or destruction operate to excuse Buyer from
making any payments required hereunder.
9. Liability for Shortages
The Seller shall not be liable for shortages in quantities delivered unless Buyer notifies
the Seller of any claim within one working of receipt of the Goods.
10. Limitation of Seller’s Liability and Limitation of Buyer’s Remedy.
Seller’s liability for any claim of any kind, including negligence, for any loss or damage
arising out of, connected with or resulting from the manufacture, sale, delivery or use of
any Goods covered by or furnished hereunder, shall in no case exceed the price of the
Goods or part thereof which gives rise to the claim. IN NO EVENT SHALL SELLER
BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL
DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES.
11. Force Majeure
The Seller shall have no liability in respect of any failure or delay in fulfilling any of the
Seller’s obligations to the extent that the fulfillment thereof is prevented, frustrated,
impeded and/or delayed or rendered uneconomic as a consequence of any circumstances
or event beyond the Seller’s reasonable control including without prejudice to the
generality to the foregoing:
- ) compliance with any order, regulation, request or control of any national or local
authority, government department or other competent authority of an country
whether or not legally enforceable;
- ) any delays in or cancellations of deliveries or provisions of services by third
parties or shortage of the Goods, materials or raw materials therefore; or
- ) any strikes, lock-outs or trade disputes whether involving Seller’s employees or
others, fire, explosion, accident brake-down of plant or machinery, calamity or
civil disturbance, action of the elements, national calamity, war, riot or act of
- ) failure in whole or part of any power or energy supply.
The Seller undertakes however to make every reasonable endeavour within its’ power to
overcome difficulties arising in connection therewith but in the event of shortage of the
Goods or of available resources for their production or delivery arising from the above
circumstances, the Seller reserves the right to allocate as it may think fit Goods available
and resources between its’ customers.
The Buyer is entitled to terminate the Agreement by notice in writing to the Seller if the
delivery of the Goods is suspended for more than six months due to the Force Majeure.
12. Intellectual Property
All intellectual property rights in material and Goods produced and delivered by the
Seller pursuant to or in connection with the Agreement shall remain vested in the Seller.
The Buyer shall not assign or otherwise transfer all or any of its’ rights, interest or
obligations under the Agreement without the prior written consent of the Seller. Any or
all of the Seller’s rights or obligations under the Agreement may be assigned by the
Seller and the Buyer shall not assert against an assignee any defence (other than actual
payment), set-off or counterclaim which the Buyer have against the Seller.
The rights of the Seller shall not be prejudiced or restricted by any indulgence or
forbearance extended to the Buyer and no waiver of any breach shall operate as a waiver
of any subsequent breach.
If any part of these Terms is held to be invalid for any purpose it shall for that purpose
be deemed to have been omitted but shall not prejudice the effectiveness of the rest of
Any notice hereunder shall be deemed to have been given if delivered by hand or sent
by prepaid first class post or telefax or facsimile to the party concerned or its’ last
known address, and deemed to have been received on the date of dispatch, if delivered
by hand or sent by telefax or facsimile and on the third day after posting, if sent by post.
17. Purchase Obligation
Upon termination of this Agreement, the Buyer shall have the obligation upon
request of the Seller to purchase, FCA Seller’s place of business, any and all of the
Goods which the Seller has manufactured or manufactures by using materials that
have been purchased by the Seller for the purpose of supplying Goods for the
Buyer. The purchase price for the Goods shall be the regular price of the Goods
determined by the Seller.
18. Applicable Law and Jurisdiction
The Agreement shall be governed by, and construed in accordance with, the laws of
Finland. Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach, termination or validity thereof, shall be finally settled
by arbitration in accordance with the Arbitration Rules of the Finland Chamber of
Commerce. The number of arbitrators shall be one.
The seat of arbitration shall be Helsinki, Finland.