Windis Oy – General Terms and Conditions of Sale and Delivery
1 General
1.1 These delivery terms apply to all product deliveries between Windis Oy and its customers, unless otherwise agreed in writing.
1.2 The object(s) delivered by the Supplier 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 "Purchaser." When referring to both parties, the term "Parties" is used.
1.4 "Delivery term" refers to the Incoterms 2020 delivery clause specified in the quotation and/or order confirmation.
1.5 All information relating to the agreement, quotation, product details, and pricing between the Purchaser and Supplier is confidential, except for information the Supplier has made publicly available regarding its own Products. Public announcements about the transaction shall be mutually agreed upon.
2 Product Information and Liability
2.1 All weights, dimensions, capacity and performance data, technical specifications, and other details presented in brochures, websites, and price lists are binding only if explicitly included or referred to in the agreement.
2.2 The Supplier ensures that the Product complies with the applicable legal and regulatory requirements at the time of delivery. The Supplier provides a warranty in accordance with its applicable warranty terms.
3 Intellectual Property Rights
3.1 All intellectual property rights related to the Product—such as copyrights, trademarks, patents, trade names, trade secrets, and any information, documentation, or materials related to design and manufacturing—remain the property of the Supplier, whether disclosed before or after the signing of the agreement.
3.2 Unless otherwise agreed, the Purchaser receives an unlimited license to use the Supplier's software and sublicensed programs. Ownership of these programs remains with the Supplier.
4 Quotation
4.1 The Supplier's quotation is valid for the period specified in the quotation. If no validity period is mentioned, the quotation remains valid for 30 days from the quotation date. The quotation is confidential and intended for the Purchaser only. The information contained in the quotation must not be shared with third parties.
4.2 The prices stated in the quotation are based on the Supplier’s procurement costs as of the quotation date. The Supplier reserves the right to adjust prices during the validity period if changes occur in exchange rates, VAT, customs duties, import/export fees, or other legally imposed taxes or charges.
5 Formation of Contract
5.1 A binding contract is formed either through: a separate agreement between the Purchaser and Supplier; a written or electronically submitted order from the Purchaser based on the Supplier’s quotation terms; or the Purchaser’s acceptance of the Supplier’s quotation. Any changes requested by the Purchaser must be separately agreed upon. The Supplier is not obligated to accept an order that deviates from the original quotation.
5.2 The Supplier provides a written order confirmation for each order. The Purchaser is responsible for verifying that the order confirmation corresponds with the order.
6 Payment Terms
6.1 Unless otherwise agreed in writing, the payment term is 14 calendar days from delivery (EXW Incoterms 2020).
6.2 Interest on overdue payments is charged in accordance with the Finnish Interest Act (633/1982, Section 4a)
6.3 The Purchaser must pay the invoice regardless of complaints, unless otherwise agreed in writing..
7 Transfer of Ownership and Risk
7.1 The Supplier retains ownership of the Products until full payment is received from the Purchaser.
7.2 The risk of damage, loss, or reduction (risk liability) during transportation is determined by the agreed delivery terms.
8 Delivery Terms and Time
8.1 The delivery time is confirmed in the Supplier’s order confirmation. The indicated delivery time assumes that the Purchaser has provided all necessary information for delivery.
8.2 Unless otherwise agreed, the Supplier packs Products in cardboard boxes or on pallets. Packaging materials are non-returnable.
8.3 The delivery term is EXW Incoterms 2020, unless otherwise agreed in writing.
8.4 The obligation to insure goods during transportation is determined by the transfer of risk.
8.5 Delivery is considered complete when the Products are made available to the Purchaser at the agreed location according to the delivery terms.
8.6 If the Purchaser has outstanding payments, the Supplier reserves the right to suspend deliveries until all previous invoices have been fully paid.
9 Delivery Quantity and Quality
9.1 The Purchaser must inspect the delivered goods upon receipt. Any transport damage must be reported to the carrier and noted in the freight documentation.
9.2 The Purchaser is deemed to have accepted the delivery unless a complaint or notification of defect is made within the following timeframes: within 5 days for transport-related issues; and within 14 days of receipt, or within 7 days of commissioning, for operational or content-related issues.
9.3 The Supplier’s liability for direct damages caused by defective delivery is limited to the purchase price of the Product. The Supplier is not liable for any delays or non-deliveries unless otherwise agreed in writing. Under no circumstances is the Supplier responsible for indirect damages to the Purchaser or its business partners.
10 Cancellation, Modification, and Suspension
10.1 Orders placed by the Purchaser are binding. If the Purchaser cancels an order, the Supplier is entitled to charge either the full Product price or all incurred costs up to the cancellation date.
10.2 Changes to the order or delivery terms may affect pricing and delivery time. The Purchaser is responsible for any additional costs arising from cancellations or changes.
10.3 If delivery is delayed due to the Purchaser, the Purchaser cannot refuse the delivery. If the Purchaser refuses to accept the delivery at the agreed time and place, the Supplier may store the Products at the Purchaser’s expense and risk and demand immediate payment.
11 Product Returns
11.1 Product returns are accepted only if agreed in writing. Custom-made products and accessories or spare parts procured specifically at the Purchaser’s request are non-returnable.
12 Force Majeure
12.1 The Supplier is not obliged to fulfill the contract if performance is prevented or unreasonably hindered due to force majeure. Force majeure includes events beyond the control of the Parties, such as natural disasters, fire, energy supply restrictions, equipment failure, strikes, lockouts, war, mobilization, governmental orders, export/import bans, currency restrictions, lack of transport equipment, general goods shortages, delays by subcontractors due to similar reasons, or any other comparable, unusual event beyond the Supplier’s control.
13 Governing Law and Jurisdiction
13.1 Agreements between the Supplier and the Purchaser are governed by Finnish law.
13.2 Disputes should be resolved through negotiation. If no agreement is reached, disputes shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration will take place in Helsinki and be conducted in Finnish unless otherwise agreed in writing.
14 Warranty Commencement and Duration
14.1 Windis Oy provides a warranty for its products valid for 24 months from the date of delivery.
14.2 The warranty period begins when the product is delivered to the Purchaser in accordance with the agreed delivery terms. The warranty expires at the end of the warranty period.
14.4 The warranty for spare parts is 12 months from the date of delivery (EXW).
15 Warranty
Windis Oy warrants, with the limitations stated below, that the delivered product possesses the agreed-upon characteristics. The warranty and liability for defects do not cover faults or damages caused wholly or partly by the actions of the customer or a third party under the customer's responsibility. The warranty is void if: a) the product is used in a location or conditions not defined as suitable in its specifications; b) the product is used for purposes other than those intended; c) the product is used in violation of law, regulatory requirements, or Windis Oy’s instructions (e.g., regarding installation, commissioning, or operation); d) the product has been assembled or installed incorrectly or without following good engineering practices and professional standards, or it has been used without appropriate maintenance; e) the product has been modified or repaired without Windis Oy’s consent; f) the product has been stored improperly or in unsuitable conditions. The Purchaser is responsible for the actions and negligence of their subcontractors or other representatives as for their own. The warranty period for equipment manufactured by Windis Oy is two (2) years from the delivery date. The warranty period for products not manufactured by Windis Oy is defined in the order confirmation. Upon discovering a fault, the Purchaser must take immediate action to mitigate damage. If the fault occurs during the warranty period, Windis Oy is obligated to repair or replace the defective product with the same or an equivalent product. The Purchaser is fully responsible for any costs related to the replacement, such as removal or transportation to Windis Oy’s service center. The remaining warranty period for repaired or replaced products will be the same as that of the original product being replaced.
16 Limitation of Liability
Windis Oy’s liability is limited as defined in the previous sections of this agreement. The Purchaser waives all other claims and rights against Windis Oy, regardless of legal basis, including claims for price reductions or contract termination. The customer may only claim compensation for direct damages to the product itself.
Windis Oy is not liable for indirect costs arising from fault investigation or expert evaluations. Windis Oy is not responsible for any indirect or consequential damages (e.g., downtime, production loss, or lost profit) resulting from product defects or deficiencies.
The terms limiting or excluding Windis Oy’s liability also apply to the legal liability of Windis Oy’s employees. Such damages will not be compensated unless caused intentionally or through gross negligence by Windis Oy or the respective individual.