Conditions of sale
These General Conditions shall be applied to Offers, Order Confirmations and Contracts relating to all Products of MP-Maustepalvelu Oy when so agreed.
1. Definitions
1. The following terms in quotation marks shall have the following meaning in these Conditions:
“Maustepalvelu” (abbreviated ”MP”) or “Supplier” means MP-Maustepavelu Oy, a private limited liability company having its seat in Hämeenlinna, Finland, postal address at Luukkaankatu 6, 13110 Hämeenlinna, Finland, and the Business ID of which is 0855059-2;
“Customer” means the company which is buying the Products from Supplier;
“Agreement” means any agreement between Supplier and Customer for the sale by Supplier and the purchase by Customer of the Products. The Agreement shall include these Conditions and any attachments to it or documents referenced therein;
“Conditions” means these general terms and conditions of sale;
”Confidential Information” shall mean any information on a Party, its business, clients, suppliers, production methods, technology or recipes, which can be regarded as a business secret and which are conveyed to the other Party for the performance of the contract;
”Force Majeure” means an impediment beyond the control of the Parties as defined and with the consequences spelled out in clause 8 below;
”Order” shall mean an order to deliver goods in the context of a Supply Contract or individual purchase concerning one or more products;
”Order Confirmation” shall mean a confirmation by MP that the quantity of Product or Products can be supplied in accordance with the Order;
“Parties” means Supplier and Customer collectively; ”Party” means Supplier or Customer, as the case may be; ”Affected Party” means the Party affected by Force Majeure;
”Price List” shall mean a document issued by MP stating MP’s Products on sale, their list prices and package sizes. A Price List is valid for the period stated therein or until further notice. MP has the right to amend the Price List whenever necessary. The Price List valid at the time of the order shall apply;
“Product” means a spice, spice-mix or other result of production including its package. A Product can include instructions and ancillary services which Supplier is to provide to Customer, as specified in the Agreement;
”Supply Contract” shall mean a frame contract signed or otherwise agreed upon by both Parties and valid for a certain period of time governing the MP’s sale of Products to the Purchaser. This notwithstanding, a Supply Contract may be constituted by a mere reference to the current Price List. In the absence of a Supply Contract in force between the Parties, an order shall concern an individual purchase of a Product or Products.
“Working Days” means any day other than a Saturday, Sunday or public holiday in Finland.
”Writing” shall mean a letter, an e-mail or any other means of communication producing a record for further reference.
2. Contract formation and order procedures
2.1. These Conditions shall apply to all offers, quotations, deliveries, activities, and agreements, all in the broadest sense of the word, in which MP acts as seller or supplier, to the exclusion of any other terms or conditions, whether put forward by Customer or whether implied by trade, custom, practice, course of dealing or by law, unless considered mandatory. By placing an order, Customer waives any application of its conditions of purchase. MP explicitly rejects the applicability of such conditions of purchase.
2.2. Any conflicting provisions in offers, order confirmations or contracts including their appendices shall have priority over these Conditions. The aforementioned documents shall apply in the order specified in the contract or corresponding document.
2.3. A new contract incorporating these General Conditions shall replace all prior contracts as well as any written or oral agreements concerning sale of goods by the parties.
2.4. Customer’s order constitutes an irrevocable offer to enter into an Agreement based on the Conditions and offer. No order is binding on MP as Supplier until it is accepted in writing or by conduct. MP reserves the right to not accept any order for whatever reason.
2.5. An estimate of the total amount of Products to be delivered during the contract period shall be agreed upon in the Supply Contract or through the prices fixed in the Price List to enable MP to foresee the purchase of raw materials.
2.6. Should the aforementioned estimate change, the Purchaser is obliged to inform MP of the change early enough for MP to adapt the purchase of raw material to correspond to the changed total amount. If the Purchaser fails to inform MP of the change the Purchaser shall compensate MP the purchase cost of unused products.
2.7. Purchaser shall place orders in writing and specify the ordered Products by using the MP Product Codes, the amounts of Products as well as expected delivery times. MP shall confirm the orders as they stand or, if necessary, in a modified form. Should the Purchaser not accept the modifications proposed by MP, the Purchaser should inform MP thereof without delay.
3. Prices and payment
3.1. Prices quoted by Supplier are exclusive of VAT and any other taxes and are based on delivery in accordance with the agreed Incoterm as set out in 4.1. below or as otherwise agreed.
3.2. The prices set out in an offer are valid for 30 days calculated from its date unless otherwise specified in the offer. In case MP and Customer agreed upon an Agreement for a definite or indefinite period of time, Supplier may change the prices of the Products subject to a 21 days’ notice.
3.3. Payment shall be made, without any right to set-off or withhold payment, within 14 days after the invoice date and in the currency in which the Products were invoiced. Customer is in default without notice after the expiry of this period. In such case Customer shall be obliged to pay to Supplier a yearly interest of 11 per cent, calculated from the day on which the payment was due up to and including the day of final payment.
3.4. The fees for the collection of debts shall follow the maximum amounts set out in the Debt Collection Act (laki saatavien perinnästä; 513/1999, as amended).
3.5. MP may charge a fee of 20 euros for small deliveries valued below 200 euros.
4. Delivery of the products and retention of title
4.1. Unless otherwise agreed, MP shall deliver the Products FCA Luukkaankatu 6, Hämeenlinna Incoterms 2020 and, accordingly, it is incumbent on the Customer to arrange the carriage of the Products.
4.2. If the parties have not specified a particular date for delivery, time for delivery is two (2) calendar weeks calculated from the date of MP’s Order Confirmation.
4.3. Should MP anticipate not to be able to deliver the Products at the time prescribed for delivery or that
the delivery will be delayed for reasons attributable to it, MP shall notify the Purchaser thereof without
unreasonable delay.
Should MP not be able to deliver the Products within the time for delivery, MP shall have the right to deliver the ordered or equivalent Product within a reasonable additional time, MP shall compensate the Purchaser direct loss or damage, which the Purchaser can prove to have been caused to it by the delay in delivery. Compensation shall not exceed the purchase price of the delayed order that excludes Value Added Tax. The Purchaser must request the aforementioned compensation in writing by presenting proof of loss caused by the delay within one month from the time when delivery should at the latest have taken place.
MP shall not be liable for loss of production, loss of profit or other consequential economic loss. Remedies set forth in 4.3 are the only remedies for delay available to the Purchaser unless MP has caused the damage by gross negligence.
4.4. Should the Customer anticipate to be unable to take delivery of the Products at the agreed time or period,or if delay on his part seems likely, the Customer shall notify MP thereof in writing without unnecessary delay. Unless MP consents to the deferral of the delivery, MP may store the goods at the risk and for the account of Customer and charge the purchase price.
4.5. Supplier reserves the right to deviate up to 5 percent (upwards or downwards) from the agreed quantity of Products to be delivered and in such case the actual delivered quantity shall be invoiced.
4.6. The Products shall remain the property of MP until the Customer has paid for them in full, or the Products are taken into use, whichever takes place earlier.
5. Warranties and notices of defects relating to the products
5.1. Subject to the other provisions of these Conditions Supplier warrants that the Products upon delivery are not damaged and shall materially comply with any written specifications provided by Supplier. Customer shall not be entitled to assert claims for defects if there is only a minor deviation from the specification and/or a minor impairment of usability, and the deviation is not material to the Customer. A price abatement may be used to compensate minor impairments of usability, where appropriate.
5.2. Customer is responsible and assumes all risks and liability for
(i) any results obtained from processing or using the Products;
(ii) ensuring that the Products are fit for the purpose(s) and applications for which Customer intends to use them and are of adequate quality in relation to such use;
(iii) the truthfulness and accuracy of Customer’s marketing and advertising relating to the Products or any product of Customer into which the Products were processed;
(iv) obtaining governmental or regulatory approval, health, safety, environmental or other approvals in relation to the Products;
(v) for any loss or damage resulting from the handling, use or misuse by Customer of the Products; and
(vi) ensuring that the Products their processing, use or sale or goods incorporating or made from them comply with all applicable laws and regulations in the territories in which Customer processes, uses or sells the Products or goods incorporating or made from them.
5.3. Customer declares that it is familiar with the quality of the Products supplied to it and of all legal regulations relating to the Products to which it is bound. Customer shall strictly observe the relevant legal regulations and Supplier’s instructions, if any, with respect to handling the Products.
5.4. Upon receipt, Customer shall inspect the Products for apparent defects or deficiencies. Defects or deficiencies discovered during such inspection shall without delay, and in any event within three (3) Working Days after receipt, be notified to Supplier. The Customer shall use the batch code of MP when notifying of the defect.
In addition, Customer is instructed to test carefully, by samples, Products before processing, use, or reselling the Products. If a defect is discovered, Customer shall notify Supplier within ten (10) Working Days from the discovery.
Defects that were not and could not be discovered by careful testing of the Products shall be notified to Supplier within ten (10) Working Days after discovery but not later than one (1) year after receipt of the Products.
5.5. All notifications shall be done in writing and shall include all relevant details. If a claim has not been notified to Supplier in conformity with or failing compliance with the aforesaid obligations, the Products shall be deemed accepted and Supplier shall have no liability with respect to any defect, deficiency or non-conformity.
5.6. If a defect in the Products is discovered, which the Customer intends to invoke and place claims on, Customer is advised not to process, use or sell the Products. If a claim submitted in conformity with clauses 5.4-5 is justified, Supplier shall:
5.6.1. when the defect is discovered before the Product is taken into use, the Supplier may at its sole discretion either
(i) repair the defect or failure in the Products,
(ii) replace the Products with Products which are in conformity with the Agreement or
(iii) issue a credit note to Customer in respect of the whole or part of the price of such Products and take back the relevant Products as well as compensate Customer´s direct loss of damage subject to clause 6 or
5.6.2. when the defects were discovered after of the Products have been taken into use or processed, compensate Customer’s direct loss and damage, subject to clause 6.
Performance of any of the above options shall constitute the exclusive remedies of Supplier’s breach of warranty.
5.7. Any unfounded return of Products shall be for the account and at the risk of Customer. Returns will be permitted only with Supplier’s prior written consent.
5.8. In case a defect is the consequence of a failure in Customer’s compliance with the maintenance instructions or a result of processing by Customer or a third party, or any other non-compliance of Customer with Supplier’s instructions, Supplier shall not be liable.
6. Liability
6.1. Supplier’s liability based on breach of contract is limited to reasonable loss and damage that are a direct consequence of the damage causing event and to a maximum aggregate amount of two times the net invoice value, excluding VAT, of the Products to which such liability relates, per event or series of events having the same cause, subject to a maximum of EUR 500,000.- in aggregate during the term of the Agreement.
6.2. Supplier’s liability for immaterial loss or damage, for damage as a result of Customer’s liability towards third parties above the limits of liability of the Supplier contained in these Conditions, and for indirect or consequential loss or damage including without limitation, loss of revenue or profits, loss of goodwill, contract or customers, loss of anticipated savings, is explicitly excluded.
6.3. Any legal claims by the Customer regarding the liability of Supplier in respect of Products delivered by the Supplier must be notified to the Supplier in one year from the delivery of the Products.
6.4. Nothing in these Conditions shall limit or exclude Supplier’s liability for
(i) wilful misconduct or gross negligence of Supplier or its senior management,
(ii) fraud,
(iii) death or personal injury caused by Supplier or
(iv) any other matter in respect of which Supplier could not exclude or limit its liability.
6.5. The Customer shall compensate the Supplier any direct damage caused to the Supplier attributable to the negligence of the Customer.
7. Termination and suspension
7.1. If either Party fundamentally breaches any of its obligations vis-à-vis the other Party, the other Party shall be entitled, subject however to clause 8 below, after having given a notice calling for the end of the breach, to either suspend or terminate the Agreement and any other agreements not yet completed, without prejudice to the further rights of the Party arising from any Agreement or the applicable law.
7.2. In the event of bankruptcy or suspension of payments of a Party to its creditors, the other Party is entitled to terminate the Agreement with immediate effect without any compensation.
8. Force majeure
8.1. If the performance of the obligations under the contract of either Party is impeded, made unreasonably onerous or delayed due to impediment beyond his control, and which impediment the Affected Party could not reasonably have foreseen, and the effects of the impediment could not reasonably have been avoided or overcome by the Affected Party, the Affected Party is relieved from his performance obligations and from any remedies as long as the impediment continues unless the contract is terminated in accordance with 8.4.
8.2. Unless proven otherwise, the following circumstances shall constitute an impediment beyond the control of the Parties: strike and other labour disputes, fire and other crisis situation, loss or damage caused by acts of god such as thunder, war, extensive military mobilisation, requisition, seizure, embargo, restrictions in the use of power, defects and delays in deliveries by subcontractors.
8.3. The Affected Party invoking Force Majeure shall notify the other Party in writing without delay on the commencement and termination of such impediment. The other Party may suspend the performance of such counterobligations towards the Party invoking Force Majeure that would have arisen without the impediment, such as the payment of the sales price.
8.4. If Force Majeure continues over two (2) months, either Party may terminate the contract in writing. In such a case the Party must compensate the other Party any benefit or advantage obtained by virtue of Force Majeure.
9. Intellectual property
9.1. All intellectual property rights, trade secrets and other proprietary rights subsisting in the Products and any samples and marketing materials as well as all technical, business or similar information
including all recipes, designs, documents and other materials relating to the Products shall remain the exclusive property of Supplier, its owners or its licensors.
9.2. To the extent the Products are to be manufactured in accordance with drawings, models, samples, specifications or any other directions in the widest sense of the word, received from Customer, Customer shall defend and indemnify Supplier against all liabilities, costs, expenses, damages and losses, suffered or incurred by Supplier in connection with any third-party claims
(i) based on the actual or alleged infringement of any intellectual property rights or any other right of third parties, by manufacturing or supplying of such Products or
(ii) based on product liability.
If any third-party objects to the manufacturing or supply of the Products referred to on the grounds of any alleged right, Supplier shall unconditionally be entitled to immediately cease the manufacturing or supply of the Products and to demand compensation for the expenses incurred, without prejudice to any claims for possible damages against Customer and without Supplier being liable towards Customer on any account whatsoever.
10. Personal data
10.1. Each Party shall comply with the applicable regulations, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, when processing information relating to an identified or identifiable natural person (“Personal Data”).
10.2. Customer acknowledges and agrees that, in performing the Agreement, Supplier may as a data controller process Personal Data in order to execute Customer’s orders. Personal Data is also kept in order to comply with legal and regulatory obligations. Personal data will be kept as long as necessary for the execution of the Agreement.
10.3. Access to Personal Data will be strictly limited to the employees of the Supplier, who are authorised to process them.
10.4. If either Party needs to transfer the Personal Data outside the European Economic Area, the other Party will be informed and the appropriate safeguard measures as prescribed by data protection legislation shall be taken in order to secure the data.
10.5. In accordance with the applicable regulations, Customer and its employees have a right of access, rectification, erasure and portability of their Personal Data, as well as the right to object to the processing.
11. Confidentiality
11.1. The parties shall keep confidential all Confidential Information received from the other party, and undertake to use it only for the performance of the contract. A Party must process or preserve the other party’s Confidential Information with the same care as well as his own Confidential Information. A party must not exploit or duplicate Confidential Information outside the scope of the transaction and must not disclose such information to a third party without a written approval of the party, whose Confidential Information is concerned.
11.2. The obligation to safeguard confidentiality shall continue beyond the expiry of the contract in other respects as long as the keeping the information confidential has any significance to the party originally disclosing it. The parties shall ensure that their staff and suppliers comply with the confidentiality
obligation.
11.3. MP’s Offer, Confirmation of Order and the contract with its conditions and attached specifications, recipes and other documents are always Confidential Information. The Purchaser undertakes to compensate in full all damage caused by breach of confidentiality.
11.4. This confidentiality undertaking does not cover information that a party can prove to have been public at the time of disclosure or have become public by a later publication or otherwise without any breach by the party concerned, or have been created by or in the possession of the party concerned before disclosure, or having obtained the information from a third party before or after the disclosure without a commitment to keep the information confidential.
12. Miscellaneous
12.1. The provisions of this Agreement shall apply to the benefit of the Parties hereto and their respective affiliates and successors. However, Customer may not assign or transfer any of its obligations under the Agreement without the prior written consent of Supplier.
12.2. The invalidity or unenforceability of any term of the Agreement shall not adversely affect the validity or enforceability of the remaining terms and rights. The invalid or unenforceable provisions shall be replaced by relevant valid and enforceable provisions that economically best reflect the contents and meaning of such invalid or unenforceable provisions and the intention of the Parties.
12.3. The Parties shall act, and shall ensure that their officers, directors, representatives, agents, and employees act in compliance with all corruption and anti-bribery, anti-money laundering, export control and economic sanctions laws and regulations in any jurisdictions in which they operate. The Parties undertake to comply with the Code of Conduct of MP-Maustepalvelu Oy.
13. Applicable law and resolution of disputes
13.1. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with Finnish law, not taking into account its conflict of laws provisions.
13.2. Any dispute arising in connection with the Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Arbitration Institute FAI. The Supplier is, however, entitled to place claims for payments before the general court of Hämeenlinna, Finland (Kanta-Hämeen käräjäoikeus).