Terms & Conditions

Sales Conditions

1. Applicability of the general terms and conditions of sale.
Any order implies Buyers’ full and unconditional acceptance of the following general terms and sales conditions. Buyer hereby agrees that the terms and conditions herein represent the entire agreement relating to the goods and accordingly agrees that the terms and conditions herein shall supersede all prior representations, agreements, statements and understandings whether oral or in writing relating in any way whatsoever to the goods. Buyer further agrees that Buyer places no reliance whatsoever on any such prior representations, agreements, statements and understandings other than those representations, agreements, statements and understandings expressly incorporated in these terms and conditions. The conditions printed on buyers’ documents are opposable only if accepted by us in writing. The terms and conditions set both herein shall not be amended in any way other than by a written agreement, signed by us, (hereinafter “Seller”) and expressly stated to amend these terms and conditions. Failure by Seller to enforce any provision hereof shall not constitute a waiver of such provision, or the right of Seller to later enforce such provision. If any provision hereof is held invalid, void or unenforceable by any court or agency of competent jurisdiction, the other provisions shall remain effective and in force.

2. Orders.
All orders must be confirmed in writing. A written order confirmation from Seller. All rights and responsibilities relating to any order are personal to the Buyer and cannot be transferred without Seller’s written agreement.

3. Delivery Times
Delivery Times are for indication purposes only and are subject to change depending on supply and/or transportation availability. Late deliveries will not result in any financial compensation to Buyer or cancellation of Orders currently in progress. Seller may refuse to deliver on the due date or at all if Buyer does not fulfil all of buyer’s obligations for any reason. Seller is automatically free of any obligation if any ‘force majeure” or other incident such as strikes, meteorological conditions, supply difficulties, etc. prevent Seller from fulfilling such obligation, and this without grounds for compensation of any kind.

4. Delivery – Risks
Seller’s responsibility stops as soon as the products leave our warehouse. The products, even if delivered at Seller’s charge, travel at Buyer’s own risk and responsibility. Buyer is responsible for making any kind of report that may be required in case of damage or shortage. In addition, Buyer must issue any claim to the carrier, by registered letter, within three days after receipt of the goods.

5. Acceptance
Independently of any action against the carrier, complaints concerning defects or non-compliance of the goods must be in writing and delivered to Seller within five days after receipt of the goods by Buyer, and do not under any circumstances suspend the buyers’ obligations, and more specifically the obligation to make payments under the agreed terms and at agreed due dates. Buyer will also be responsible to submit proof of the reported defects or non-compliance.

6. Returns
Merchandise can only be returned by Buyer with Seller’s prior written agreement. Any merchandise returned without this agreement would continue to be considered available to Buyer and no credit note could be issued. All returns should be “delivered in our warehouse” and at seller’s responsibility. Return of refused goods also occurs at buyer’s responsibility and expense.

7. Price
Unless Seller expressly agrees otherwise in writing, Seller’s prices are always ex-works, with merchandise being collected from Seller’s warehouse(s), and Seller’s prices are those, which are currently in force on the date of shipment. Unless written otherwise, Seller has the right to modify the price between the time of order and the time of delivery and more specifically in case of rate fluctuations which will influence cost price, such as any duty or taxes, exchange rates, etc. Buyer is responsible for payment of all applicable import duties, value added tax, state, local, federal and regional taxes.

8. Payments and Terms
Invoices are payable to ART bank account as indicated on invoices and, unless otherwise agreed in writing and signed by Seller, are payable at invoice receipt date. The payment of invoices on due date being considered as fundamental, buyer specifically agrees that his failure to make payment on time at the invoice receipt.

9. Title of Property
Until Seller has received the full payment of the principal and additional amounts, the goods will remain inalienable and, in particular, may not be sold or used as collateral by Buyer. Submission of a document creating an obligation to pay will not constitute payment under this Agreement.

10. Exclusive Remedy
Buyer agrees that Buyer’s sole and exclusive remedy against Seller shall be limited to the purchase price of the goods, and that no other remedy, including but not limited to incidental, consequential, collateral, indirect, exemplary or special damages, damages for lost profits, lost sales, lost goodwill or loss of use, attorney fees, court costs, costs of removal and reinstalment of the goods or any other item or any other incidental or consequential loss, shall be available against Seller.

11. Laws and Regulations
Buyer agrees to assume all responsibility related to compliance with all laws and regulations in regards to the goods. Buyer agrees to indemnify and hold Seller harmless for any claims, liabilities, losses and expenses (including attorney fees) which may arise from damages or injuries to persons or property caused by the goods or any malfunction or defect thereof.

12. Relationship of the Parties
Buyer and Seller expressly understand and agree that each of them is an independent contractor in the performance of each and every part of these terms and conditions, is solely responsible for all of its employees and agents and its labour costs and expenses arising in connection therewith. Neither Buyer nor Seller is authorized or empowered to act as agent for the other for any purpose and shall not on behalf of the other enter into any contact, warranty or representation as to any matter. Neither Buyer nor Seller shall be bound by the acts or conduct of the other.

13. Breach and Attorney Fees
In any successful action to enforce this Agreement, Seller shall be entitled to recover its costs and expenses, including reasonable attorney fees.

14. Applicable law and jurisdiction
The rights of the parties and these terms and conditions shall be governed by and construed under Finnish law. Only the Helsinki (Finland ) Court of Law shall have jurisdiction over any disputes between the parties regarding these terms and conditions or the goods.