1. Definitions

Supplier Carrier Oy

Buyer Entity buying or ordering products or services from the Supplier

Terms These terms of delivery

Contract A written contract between the Supplier and Buyer concerning the products and services sold and supplied by the Supplier, or if such does not exist: the Supplier's offer and confirmation.

2. Applicability

These Terms are applied to all products and services sold and delivered by the Supplier, unless the Supplier through the signature of its legal representative expressly has consented to deviating from them. If the Terms are inconsistent with some other contractual document, the Terms shall prevail.

3. Offer, order and confirmation

An offer given by the Supplier is valid for 30 days from its date, unless otherwise indicated in the offer. Prices indicated in the offer become binding only after the Supplier has confirmed them in the order confirmation.

The order is binding on the Supplier only after the Buyer has confirmed the order confirmation.

If the Buyer does not accept the contents of the order confirmation, the Buyer must immediately, and in any case within five days, notify the Supplier thereof.

4. Prices

Unless otherwise indicated, all prices are exclusive of delivery costs, value added tax and other costs. All prices indicated in the Supplier's price lists are for reference only.

5. Terms of payment

Payment is to be made within 30 days from the date of the invoice, unless otherwise indicated in the invoice. Delay interest is in accordance with the Finnish Interest Act.

The Buyer is not entitled to withhold or set off payment or part thereof without written approval by the Supplier.

6. Reservation of title

The products sold remain the property of the Supplier, until the price, including value added tax, possible delay interest and other fees have been paid in their entirety.

7. Drawings and technical documents

Drawings and technical documents are the property of the Supplier and must not be shared with third parties, without the Supplier's written consent.

The Supplier reserves the right to amend drawings and technical documents up until the final ver-sion is delivered to the Buyer.

8. Delivery

Delivery is Ex Works at the Supplier's premises (Incoterms 2000), unless otherwise agreed in writing.

9. Delivery time

The parties agree on the delivery time in the Contract. The delivery time indicated by the Supplier is indicative only and does not bind the Supplier, unless expressly agreed otherwise.

If a delivery for which the Supplier has expressly agreed on a binding delivery time is delayed due to the Supplier, the Buyer is entitled to a liquidated damages amounting to 0.5 % of the price of the part of the delivery that is delayed, per full week of delay, however not exceeding 7.5 % in total of the price of the delayed part of the delivery.

If the delay is so long that the Buyer is entitled to the maximum amount of the liquidated damages as detailed above, and the delivery has still not been made, the Buyer is entitled to demand in writing that the Supplier deliver within a final delivery time of no less than 14 days. Should the delivery not be made within that time, the Buyer is entitled to terminate the Contract as regards the said delivery.

The Buyer is not entitled to any other compensation or re-imbursement due to a delay

10. Official permits

The Buyer is obligated at its own expense to obtain all permits necessary for the delivery and in-stallation. The Buyer is not entitled to terminate the Contract on the grounds that necessary permits have not been issued.

11. Installation

The Buyer is responsible for ensuring that the facility or building in which the delivery is meant to be installed, is suitable for the purpose, and to inform the Supplier of any features of the facility or building that may have an effect on the installation. Any extra costs and materials due to changes made in the facility or building after the order confirmation, are invoiced separately.

12. Reclammation

The Buyer is obligated to inspect the delivery immediately upon receiving it and to inspect any possible faults, defects and deviations.

The Buyer must notify the Supplier of any faults within 14 days from delivery or from the time when the Buyer noted or should have noted the fault, and in any case within 14 days from the expiry of the warranty period.

The Buyer loses its right to invoke a fault if it fails to notify the Supplier in acordance to what is stated in this section "Reclammation".

13. Warranty

The Supplier issues a one year warranty period, provided that the delivered product or appliance has been installed correctly and it has been used according to the Supplier's instructions.

In unit sales the warranty period starts on the date of delivery and if installation is included, on the date when the delivery was installed, but in any case no later than when the Buyer puts the product or appliance into operation.

The warranty applies only if the product has been maintained in a normal fashion and the Buyer has carried out possible repairs during the warranty period. The warranty does not cover insula-tions, filters, fuses, glasses or other parts subject to wear.

14. Faults and defects

f the delivery is faulty or defective, the Supplier is entitled to renew the delivery or repair the faults or defects.

Should the Supplier not repair the fault or renew the delivery within a reasonable time from the reclammation, the Buyer may

a) have the necessary repairs made on the Suppliers expense, provided that the Buyer acts sensibly and reasonably and that the repair costs do not exceed 15 % of the price of the defective product, excluding taxes; or

b) demand a reduction of the price by a maximum of 15%

If the defect is significant and the Supplier has not repaired the defect or replaced the product after the Buyer's reclammation and the Buyer has not proceeded as stipulated in subsections (a) or (b) above in this section "Faults and Defects", the Buyer may terminate the Contract as regards the faulty delivery. If the Buyer terminates the Contract, it is entitled to compensation for direct damage incurred as a result of the fault or defect. The maximum amount of the compensation is 15 % of the price of the defective goods, excluding taxes.

The Supplier is not liable for repair costs of a defect to such extent that it has been necessary to extend the repair work to other than the product delivered by the Supplier.

The Supplier's liability for defects requires that the Buyer shows that the delivery is faulty or de-fective and that the product has been stored, used and maintained correctly. The Supplier is not liable for faults and defects caused by improper storage, use or maintenance or by changes made to the product without the Supplier's prior written approval, or from the product not having been serviced in accordance with the instructions from the Supplier, or having been serviced contrary to the Supplier's instructions.

The Buyer is not entitled to any other compensation as a result of a fault or defect than what has been stipulated in this section "Faults and Defects".

15. Limitation of liability

The Supplier is liable only for direct damage caused by its negligence. The Supplier's liability cannot in any case exceed the total contractual price. The Supplier is not in any event liable for loss of profit, damage to other property, or other indirect or consequential damage.

The Supplier's liability for delay is limited to liquidated damages, which cannot exceed 7.5 % of the total sales price.

The Buyer is not entitled to any other compensation or re-imbursements than what has been ex-pressly stipulated in these Terms.

16. Force majeure and similar circumstances

The Supplier is not liable for delays or damage to the extent they are caused by circumstances outside the Supplier's reasonable scope of control that prevent the fulfillment of contractual obli-gations or render them unreasonably difficult to fulfill. Such circumstances include for example war, acts of terrorism, fire, earthquakes, floods, riots, civil commotion, state interference, official interference, industrial action or other work stoppage, export or import restrictions, Supplier's order changes or labour shortage.

17. Product liability

The Supplier's product liability is limited to compulsory legislation. The Supplier has product liability only in such situations where compulsory legislation expressly requires it, and the parties cannot effectively opt out of it by contract.

The Supplier is not liable if the fault that has caused the damage has arisen only after the delivery or the damage is due to the Buyer's or a later instance's incorrect use or instruction. Neither is the Supplier liable, if the fault results from a circumstance, which in light of the scientific and technical knowledge at the time of delivery, could not have been noticed.

18. Confidentiality

The parties are obligated to keep confidential all business and trade secrets that they learn in the offer proceedings and while the contract is in force, and to refrain from using the information in business, for other than the purposes of the Contract.

19. Governing law and dispute resolution

The Contract is governed by Finnish Law. The rules regulating choice of law under Finnish law and the International Sale of Goods Act (CISG) are not applicable, however.

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termi-nation or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration is Helsinki and the language of the proceedings is Finnish.


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