GENERAL TERMS AND CONDITIONS

(In effect from February 1, 2025)
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SERVICE PROVIDER

RAULI Solutions Ltd (“Supplier”)

GENERAL PURPOSE

These General Terms and Conditions are applied in the sale and supply of Products of the Supplier. The Client has received these Terms for review before initiating the assignment and accepts them. The Parties are committed to co-operation during the business transactions to achieve separately agreed sales targets. These general terms and conditions are subordinate to the Agreement concerning the order or delivery, insofar as more specific terms have been agreed upon between the Parties.

DEFINITIONS AND INTERPRETATION

“Terms” means these General Terms and Conditions; “RAULI” means all products, equipment, tools and any services related to RAULI solutions: Products are set in Appendix 2 “Pricelist”; “Supplier” means RAULI Solutions Ltd; “Client” means the customer purchasing RAULI products;“Parties” means mutually the Client and the Supplier;“Agreement” means a separate sales agreement between the Supplier and the Client.“Delivery” means delivery of the RAULI Products in accordance with Incoterms 2020 or other agreed delivery terms;“Product” means the brackets and other productsrelated to RAULI Products and Solutions supplied to the Client

PRICE AND INVOICING:

The prices have been agreed separately between the Parties in a separate Agreement.

The Supplier has the right to make changes to prices at any time by notifying the Client within a reasonable time. Changed prices apply to orders that have been placed after the Supplier has been notified of the changes.

If the Client fails to pay the invoice by the due date, the Supplier has the right to charge late payment interest in accordance with the Finnish Interest Act (633/1982) from the due date and reasonable collection costs.

ORDERS AND DELIVERY

The Client orders the Products from the Supplier as separately agreed in the Agreement. The Supplier must always accept the order before starting it, and it reserves the right to refuse an order at any time.

If the Supplier sees that it will be delayed in the delivery or in its obligations, it will notify the Client of the delays as soon as possible.

Responsibility for the Products is transferred to the Client once the Products have been delivered. Ownership of the Products is transferred from the Supplier to the Client upon handing over, provided that the purchase price and other payments in accordance with these Terms and the Agreement have been paid in full to the Supplier.

The Supplier has the right to regain possession of the Products if the Client neglects its obligations related to the payment of the purchase price or any other payments or is in any other way in breach of these Terms.

The Client shall be responsible for determining locally the suitability for installation of the Products.

FORCE MAJEURE

The Supplier shall not be liable for delays or failures in performance caused by events beyond their reasonable control, such as natural disasters, strikes, government actions, or other unforeseeable circumstances ("Force Majeure"). If a Force Majeure event occurs, the affected Party shall notify the other Party without delay. Performance obligations are suspended for the duration of the Force Majeure event.

FAULTS AND DISCONTINUAL

The Client shall promptly upon becoming aware, give a reasonably detailed report to the Supplier of any Fault.

The Supplier can also refuse to continue an order for justified reasons, such as the Client's illegal conduct. Additionally, the order may be suspended and the Agreement terminated, for example, due to the Client's payment delays.

The order is considered completed when the requested Products has been delivered to the Client. An order can also be interpreted as terminated if 30 days have passed since the Client’s last related contact, and circumstances suggest otherwise. Completed orders can always be invoiced for the Products supplied up to that point.

INTELLECTUAL PROPERTY RIGHTS

The contractual relationship does not transfer intellectual property rights between the Parties unless otherwise specifically agreed. The Supplier own all intellectual property rights used in the marketing and sale of the Products, including trademarks, business names, and copyrights.

The Client has the right to use limited intellectual property rights owned by the Supplier for the purposes of marketing and selling the Products in accordance with instructions provided by the Supplier. The right to use intellectual property rights shall cease immediately after the termination of the Agreement.

The Client is obligated to notify the Supplier immediately of any infringements of the intellectual property rights as well as to assist in any legal action against the infringer.

WARRANTY

The warranty terms are defined in a separate warranty certificate.

CONFIDENTIALITY

Confidentiality is agreed upon in the contract. The Parties commit to respecting each other's trade and professional secrets and shall not use or disclose them without the other party's consent. Unless otherwise agreed, the confidentiality obligation remains in effect for five (5) years from the disclosure of the information.

DATA PROTECTION

The Parties shall comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR) when processing personal data under these Terms. Each Party is responsible for ensuring the lawful processing of personal data within their respective roles.

The Supplier processes personal data only as necessary for fulfilling contractual obligations and in accordance with its Privacy Policy. Both Parties agree to maintain confidentiality and implement appropriate security measures to protect personal data from unauthorized access, loss, or misuse.

For the avoidance of doubt, no personal data shall be processed under the transactions defined in these Terms. Should the Parties deem it necessary, they will agree separately on drafting a Data Processing Agreement (DPA) under standard terms.

COMPENSATION FOR DAMAGE AND LIMITATIONS OF LIABILITY

The Client shall be responsible for determining locally the suitability for installation of the Products and ensuring that the installation surface or structure can support the installation system. The Supplier is not liable for any faults arising from the installation surface, structure, or the Client's failure to assess their suitability.

The Supplier's liability for defective products is limited to replacing them with new, defect-free products, as further specified in the warranty terms and applicable to situations defined therein.

For other obligations related to the Agreement, the Supplier's liability is limited to direct damages, up to a maximum of 5,000 euros per occurrence. The Supplier shall not be held liable for any indirect damages as defined in the Finnish Sale of Goods Act, including but not limited to loss of income, loss of production, loss of profit, or other consequential economic losses.

If the Client identifies any issue with the product or service, they must notify the Supplier within two (2) weeks of the service being delivered or no later than three (3) months after the actions were taken. The Supplier is not liable for damages that the Client has not reported in a timely manner.

VALIDITY AND TERMINATION

These General Terms and Conditions take effect when the Client places the first order and remain valid until the warranty period for the final delivery expires. The termination of the contractual relationship may be stipulated in a separate sales contract.

APPLICABLE LAW AND DISPUTE RESOLUTION

These Terms shall be governed by the substantive laws of Finland excluding its choice of laws principles. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

All disputes shall first be addressed through negotiations. If the Parties respectively are unable to resolve the dispute within a further ten (10) Business Days, then the Parties will engage the dispute resolution process by mediation process of Helsinki Chamber of Commerce.

Unless otherwise agreed in writing, the costs of any mediation carried out pursuant to this clause shall be shared equally between the Parties.

If no resolution is reached, disputes shall then be referred to the competent general court of Helsinki, Finland.