General Terms of Sale and Delivery

This is a translation provided for convenience. The Finnish version is binding.

1 General

1.1 These terms of delivery apply to deliveries of products between Windis Oy and its customer, unless otherwise separately agreed in writing

1.2 The object or objects of delivery that the Supplier delivers are referred to in these terms as the "Product".

1.3 In these terms, the supplier of the Product is referred to as the "Supplier" and the customer as the "Customer". When reference is made to both the Customer and the Supplier, the term "Parties" is used.

1.4 "Delivery Term" means the delivery term under the Incoterms 2020 collection of trade terms stated in the offer and/or the order confirmation

1.5 All information relating to the contract, offer, product information and prices between the Customer and the Supplier is confidential, excluding such information as the Supplier has itself published concerning its own Products. The Parties shall jointly agree on any publication of the transaction.

2 Product information and product liability

2.1 All weights, dimensions, capacity and performance data, technical characteristics and other details presented in brochures, on the internet and in price lists are binding only to the extent that they have been recorded in the contract or specifically referred to in the contract.

2.2 The Supplier is responsible for ensuring that the Product meets the requirements set for it by law or other regulations in force at the time of delivery. The Supplier grants the Products it sells a warranty in accordance with its warranty terms in force.

3 Intellectual property rights

3.1 All intellectual property rights relating to the product, such as copyrights, trademarks, patents, trade names and trade secrets, as well as information, documents and records relating to design and manufacture, are the property of the Supplier regardless of whether they have been handed over before or after the signing of the contract.

3.2 Unless otherwise agreed, the Customer receives a right of use, unlimited in time, to the Supplier's software and sublicensed programs. Ownership of the aforementioned programs nevertheless remains with the Supplier.

4 Offer

4.1 The Supplier's offer is valid for the period stated in the offer. If no validity period has been specified, the offer is valid for 30 days from the date of the offer. The offer is confidential and intended for the Customer's use only. The information contained in the offer may not be disclosed to third parties.

4.2 The prices stated in the offer are based on the Supplier's procurement costs on the date of the offer. The Supplier reserves the right to revise its prices also during the validity period of the offer if exchange rates, value added taxes, customs duties, export or import charges or other statutory tax-like charges or taxes change.

5 Formation of the contract

5.1 A binding contract is formed either: by a separate agreement between the Customer and the Supplier; or by a written or electronically readable order placed by the Customer based on the terms of the Supplier's offer; or by the Customer's acceptance of the Supplier's offer. If the Customer wishes to make changes relating to the offer, this must be agreed separately with the Supplier. The Supplier is not obliged to accept an order that deviates from the offer.

5.2 The Supplier always provides a written order confirmation for each order. It is the Customer's responsibility to check that the order confirmation corresponds to the order.

6 Terms of payment

6.1 Unless otherwise agreed in writing by contract, the term of payment is 14 calendar days from delivery (EXW Incoterms 2020) from the Supplier.

6.2 After the expiry of the payment period, interest on late payment in accordance with section 4 a of the Finnish Interest Act (633/1982) is charged on all unpaid amounts

6.3 The Customer must pay the invoice notwithstanding any complaint, unless otherwise agreed in writing

7 Transfer of title and risk

7.1 The Supplier owns the Products it has delivered until the Customer has paid for them in full.

7.2 The Supplier and the Customer bear the risk of damage to, loss of or reduction of the Product (passing of risk) during transport in accordance with the Delivery Term of the contract.

8 Delivery term and delivery time

8.1 The delivery time of the Product is confirmed in the order confirmation sent by the Supplier. Stating the delivery time requires that, at the time of the order confirmation, all information necessary for the Customer's delivery has been provided to the Supplier.

8.2 The Supplier packs the products either in cardboard boxes or on pallets, unless otherwise agreed in writing. Packaging material is not redeemed.

8.3 The Delivery Term is "ex works"/EXW Incoterms 2020, unless otherwise agreed in writing. If the Customer requests a transport service, the Delivery Term is DAP (Incoterms 2020) and the transport costs are added to the invoice, unless otherwise agreed.

8.4 The obligation to insure the goods during transport is determined on the basis of the passing of risk.

8.5 Delivery is deemed to have taken place when the Products have been placed at the Customer's disposal at the place specified in the Delivery Term.

8.6 If the Customer has unpaid invoices, the Supplier has the right to withhold deliveries until the earlier invoices have been paid in full

9 Delivered quantity and quality

9.1 The Customer is obliged to inspect the delivered goods upon their handover. Transport damage must be reported to the carrier's representative, and a note of the damage must be made in the consignment note (reservation).

9.2 The Customer is deemed to have accepted the delivery unless a complaint or other notice of a defect in the Product has been presented within the complaint period as follows: in matters relating to the transport of the Product, within 5 days; and in matters relating to the operation and contents of the Product, within 14 days of the Customer's receipt of the Product, or within 7 days of the start-up of the unit.

9.3 The Supplier's obligation to compensate the Customer for direct damage caused by a defective delivery is in all cases limited to the amount of the purchase price of the Product being delivered. The Supplier is not liable to pay damages to the Customer for a delayed delivery or a delivery not made, unless otherwise agreed in writing. The Supplier is under no circumstances liable for indirect damage incurred by the Customer or the Customer's contracting partner. Before installing the product, the Customer must ensure that the product is suitable for its intended use and meets the requirements of the place of use.

10 Cancellation of the transaction, changes to the order and suspension of deliveries

10.1 An order placed by the Customer is binding. If the Customer nevertheless cancels the order, the Supplier is entitled to invoice the Customer either for the full price of the Product, or in full for the costs incurred by the Supplier up to the date of cancellation.

10.2 Changes to the content and/or terms of the order or the delivery lead to changes in the price and the delivery time. The Customer is responsible for any additional costs arising from the cancellation or modification of the order.

10.3 If the delivery is at risk of being delayed for a reason attributable to the Customer, the Customer may not refuse to accept the delivery. If the Customer refuses to accept the delivery at the agreed time and at the agreed place, the Supplier has the right to move the Products into storage at the customer's expense and risk, and to demand immediate payment even though the delivery has not been handed over to the Customer.

11 Product returns

11.1 Product returns are accepted only if they have been separately agreed in writing. Products customized for the Customer, or accessories or spare parts procured separately at the Customer's request, are not accepted for return.

12 Force Majeure

12.1 The Supplier is not obliged to perform the contract if performance of the contract is prevented or hindered by force majeure. Force majeure means a cause or impediment beyond the parties' own control which prevents the performance of the contract or makes it unreasonably difficult. Force majeure events include, among others, natural obstacles, fire, restrictions on the supply of energy, machine damage or disruption in the availability of spare parts, strike, lockout, war, mobilization, a state of emergency imposed by the national government or a local authority, export or import bans, currency restrictions, lack of means of transport, general scarcity of goods, as well as errors in, or delays to, deliveries by the Supplier's subcontractor due to the aforementioned reasons, or another unusual cause beyond the Supplier's control with equally significant effects. Force majeure also includes transport-related problems which the Supplier cannot directly influence and which the Supplier cannot be considered to have been able to take into account at the time of concluding the contract.

13 Applicable law and forum

13.1 Contracts between the Supplier and the Customer are governed by Finnish law.

13.2 The Parties shall seek a negotiated settlement in disputes relating to the contract. If no settlement is reached in the negotiations, disputes shall be finally settled by arbitration of the Finland Chamber of Commerce in accordance with its arbitration rules. The arbitrator(s) shall be appointed in accordance with the said rules. The seat of arbitration is Helsinki. The language of the arbitration is Finnish, unless otherwise agreed in writing between the parties.

Windis Oy warranty terms for equipment deliveries

Windis Oy grants the products it manufactures and delivers a warranty covering the repair of manufacturing and material defects in accordance with these warranty terms. The validity of the warranty requires compliance with the conditions stated in these warranty terms, as well as careful compliance with the instructions concerning the installation location, commissioning testing, use and maintenance set out in the product's Installation, maintenance and operating instructions. The product's Installation, maintenance and operating instructions have been delivered with the product, and they are also available from the supplier. If the product has been purchased through a reseller, a warranty claim must primarily be reported to the reseller.

14 Start and period of validity of the warranty

14.1 Windis Oy grants its products a warranty with a duration of 24 months from delivery.

14.2 The warranty period is deemed to have begun when the product has been delivered to the Customer in accordance with the terms of delivery. The warranty lapses at the end of the warranty period.

14.4 The warranty on spare parts is 12 months from the delivery of the spare part (EXW).

15 Warranty

Windis Oy grants a warranty and is responsible, subject to the limitations stated below, for the delivered product having the characteristics jointly agreed upon at the time of the transaction. Liability for defects and the warranty do not cover a defect or damage caused in whole or in part by the actions of the customer or of a third party for whose actions the customer bears the responsibility and risk. The warranty is not valid if: a) the product is used in a location or in conditions that have not been specified as the product's place of use b) the product is used for a purpose other than that for which it has been designed c) the product is used without complying with the law, official regulations or Windis Oy's instructions (for example concerning installation, commissioning or use) d) the product has been assembled or installed incorrectly or without following good technical practice and professional practice, or it has been used without proper maintenance e) changes or repairs have been made to the product without Windis Oy's consent f) the product has been stored incorrectly or in incorrect conditions

The Customer is responsible for the actions and omissions of the subcontractors and other persons it uses as for its own. The warranty period for Windis Oy's units is two (2) years from the delivery date of the product. The warranty period for products not manufactured by Windis Oy itself is determined in accordance with the order confirmation. Upon discovering a defect, the Customer must immediately take measures to limit the damage. If a fault has appeared within the warranty period, Windis Oy is obliged to repair the defective product or replace it with an identical or equivalent product. The Customer is itself fully responsible for any costs that may arise in connection with replacing the product, such as detaching the unit or transporting it to Windis Oy's service. A repaired or replaced product carries the same amount of remaining warranty period as the replaced product had remaining.

16 Limitation of liability

Windis Oy's liability is defined in full in the preceding clauses of this contract. The Customer waives its other claims and rights against Windis Oy regardless of their legal basis, including the right to a price reduction and to termination of the contract. The customer has the right to claim compensation only for damage occurring in the product itself. Windis Oy has no liability for indirect costs arising from determining the cause of the damage or from expert opinions. Windis Oy is not liable for any indirect or consequential damage (such as damage caused by defects or deficiencies in the product). Indirect damage means, among other things, downtime, loss of production and loss of profit. The terms limiting or excluding Windis Oy's liability also apply to the legal liability of Windis Oy's employees. Such damage is not compensated unless Windis Oy or the person in question has caused it intentionally or through gross negligence.