General terms of sales and delivery
1.1 Any delivery of products by Savox to the customer shall be subject to these General Terms of Sales and Delivery ("Terms"). Any general terms or other terms issued by the customer are hereby explicitly rejected, unless otherwise and to the extent explicitly agreed by the parties in writing.
2.1 Savox shall deliver the products to the customer on Incoterms 2013 EXW (Savox manufacturing site or other facility designated by Savox), unless otherwise stated in the order confirmation of Savox.
2.2 Delivery dates communicated by Savox are approximate estimate only. Savox shall use reasonable efforts to ship the products by the communicated delivery date.
2.3 The customer shall carry out inspection of each shipment of the products at the time of delivery and report to Savox within five (5) business days of any discrepancies.
3. PRICE AND PAYMENT
3.1 The customer shall pay to Savox the price set out in the order confirmation of Savox. The payment shall be made by the customer within thirty (30) days from the date of the invoice of Savox, unless other payment term is stated in the order confirmation of Savox.
3.2 The prices set out by Savox are exclusive of VAT or other applicable sales taxes or duties, which shall be paid by the customer at the rate and manner for the time being prescribed by law.
3.3 An annual interest rate in accordance with the Finnish legislation will be charged for delayed payment for the period between the due date and the actual date of payment.
4. RETENTION OF TITLE
4.1 Title shall pass to Buyer only upon full payment by Buyer for the Goods and following payment of any other outstanding debt by Buyer to Savox. Buyer shall, at Savox's request, take any measures necessary under applicable law to protect Savox's title in the Goods, and lawfully notify Buyer’s present or potential creditors of Savox's title on and interest in the Goods.
5. Intellectual property rights and confidentiality
5.1 All intellectual property rights and other rights pertaining to the products are and remain in the ownership of Savox (and its licensors). These Terms do not transfer ownership rights or any other rights from Savox to the customer. No rights or licenses are implied.
5.2 The products and/or related material and information disclosed by Savox to the customer may contain technical, commercial or financial information of confidential nature of Savox or other parties. The customer shall keep all such confidential information in confidence and not disclose it to any third parties or use it for any other purpose than for the purpose permitted by Savox.
6. WARRANTY AND LIABILITY
6.1 Savox warrants that, for the warranty period 0f 12 months, the products will conform to the sales contract specifications and be free of any defects in materials (unless materials are provided by Buyer) and workmanship. Savox’s warranty does not apply where: the products are not installed, maintained or used in accordance with Savox’s installation, maintenance and operating procedures provided to Buyer; the products are damaged, misused, or abused; or the products are altered without Savox’s written approval. Any repairs or other corrective maintenance attempted by anyone other than Savox during the warranty period shall void the warranty.
6.2 Savox shall not be liable to the customer in contract, tort or otherwise, for any indirect, special or consequential cost, damages or expense, howsoever arising under or in connection with these Terms. Notwithstanding anything to the contrary, maximum aggregate liability of Savox under these Terms and/or anything else shall be limited to an amount equal to the total price paid under these Terms for the products to which customer's claim relates.
6.3 Savox shall not be liable for any failure or delay caused by force majeure.
7.1 These Terms shall be governed by the laws of Finland, excluding its conflict of law’s provisions. Any dispute, controversy or claim arising out of or relating to these Terms, 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. Arbitration shall be held in Helsinki, Finland in the English language.
7.2 The products may be subject to export control regulations. The customer shall comply with any such regulations and is responsible for obtaining all necessary authorizations and export licenses.
7.3 If any term of these Terms is held to be void, illegal or unenforceable, the validity or enforceability of the remainder of these Terms shall not be affected and the void, illegal or unenforceable term shall be replaced by a new one being as close to the replaced term as legally possible.
7.4 Neither party’s failure to exercise any of its rights under these Terms shall constitute a waiver of those rights or any other rights hereunder.
7.5 These Terms may be modified only by a mutual written agreement expressly referring to these Terms and stating the extent to which these Terms are modified.