Allmänna villkor

23.2.2024

Innoflame Oy

The English text is an unofficial translation. In case of any discrepancies between the Finnish text and the English translation, the Finnish text shall prevail.

GENERAL TERMS AND CONDITIONS 2024

These General Terms and Conditions apply between Innoflame Oy (business ID: 1055712-8, ”Innoflame”) and its corporate and organisation customers (”Customer”). These General Terms and Conditions form an integral and inseparable part of the agreement between Innoflame and the Customer (the ”Agreement”). Innoflame and the Customer are each individually referred to as a ”Party” and collectively as the ”Parties”.

1. Applicability

1.1. The subject matter of the Agreement may be: (a) the tangible goods sold by Innoflame and, where applicable, customised according to the Customer’s instructions (”Products”) and (b) the GoKeep e-commerce service provided by Innoflame as a software service (”Service”).

1.2. These General Terms and Conditions apply to the supply of both the Products and the Service, provided that the terms agreed in Section I apply only to the supply of the Products and the terms agreed in Section II apply only to the supply of the Service.

I SPECIFIC CONDITIONS FOR THE PRODUCTS

2. Ordering and delivery of products

2.1. The customer can place an order for the Products either by telephone, email or on Innoflame’s website.

2.2. The order is deemed accepted when Innoflame has sent the Customer a written order confirmation. The Customer is obliged to check that the order confirmation corresponds to the order and to immediately notify Innoflame in writing of any errors or omissions in the order confirmation.

2.3. It is not possible to cancel an order after it has been accepted without Innoflame’s express consent. If Innoflame accepts the cancellation of the order, the Customer shall be liable to reimburse Innoflame for the costs incurred as a result of the cancellation, including any fees that Innoflame is obliged to pay to third parties as a result of the cancellation of the order.

2.4. The products will be delivered to the address indicated in the order confirmation. Innoflame shall be liable for any damage caused to the Products during transport. The risk of loss with respect to the Products ordered by the Customer shall pass to the Customer when the Products have been delivered to the address indicated in the order confirmation. The ownership of the Products ordered by the Customer shall pass to the Customer when the purchase price for the Products and other payments relating to the delivery have been paid in full to Innoflame.

3. Customisation of products

3.1. The Parties may separately agree that the Products will be customised according to the Customer’s instructions, for example by branding the Products with the Customer’s logo or trademark. For Products individually customised for the Customer, Innoflame reserves the right to exceed or undercut the ordered quantity by ten (10) percent.

3.2. If the Products are customized according to the Customer’s instructions, the Customer represents and warrants that all material provided to Innoflame for this purpose, such as texts, images, trademarks and logos, are the property of the Customer and that the Customer has all rights to use, disclose and publish the material. The Customer grants Innoflame a limited, non-exclusive right to use such material to the extent necessary to customize the Products and to perform other contractual obligations in connection with the Products.

3.3. The Customer is responsible for ensuring that products manufactured in accordance with its instructions do not infringe the intellectual property rights of third parties or otherwise violate applicable law. The Customer shall be fully liable for any claims of infringement of intellectual property rights made by third parties against Innoflame and undertakes to defend Innoflame against such claims at the Customer’s expense.

3.4. Upon termination of the Agreement between the Parties, the Customer is obliged to redeem and collect without delay all Products customized for the Customer in Innoflame’s warehouse.

4. Storage of products on behalf of the Customer

4.1. The Parties may agree that the Customer shall store the Products purchased and owned by the Customer in Innoflame’s warehouse, from where the Products shall be delivered to the Customer or to third parties in accordance with the Customer’s orders.

4.2. The storage of products in Innoflame’s warehouse is an additional service for which a fee is charged, and the Customer pays the storage fees in accordance with Innoflame’s current price list.

4.3. Innoflame insures the Products stored in its warehouse at the usual level against fire, leakage, burglary, vandalism and robbery. Liability for the Products in storage shall pass to the Customer when the Products have been delivered to the agreed address.

4.4. Upon termination of the Agreement between the Parties, the Customer is obliged to collect without delay all Products owned by the Customer and stored by Innoflame.

5. Incorrect deliveries and warranty

5.1. The Customer shall inspect the delivered Products immediately after delivery or ensure that the recipient of the Products does so on behalf of the Customer. In the event of any defects or faults in the Products, the Customer shall, without undue delay upon discovery of the defect, and in any event no later than eight (8) days after delivery of the Products, make a complaint to Innoflame’s responsible sales representative or customer service (email: asiakaspalvelu@innoflame.fi).

5.2. If there is a defect in the Product, Innoflame has the right, at its option, to correct the defect or make a new delivery. Alternatively, the Parties may agree on a price reduction. The defective Product shall be returned to Innoflame at Innoflame’s request, in which case Innoflame shall bear the costs of the return.

5.3. The Products are warranted for one (1) year, unless otherwise stated in the order confirmation for the Product. The warranty shall commence from the moment the Product is delivered to the Customer. The warranty does not cover defects caused by normal wear and tear or by the Customer’s own installation or use error, nor does it cover defects caused by the use of the Product for any purpose other than that for which it was intended. Any modifications made to the Product by the Customer or a third party and any failure to comply with the instructions for use will invalidate the warranty for that Product.

II SPECIFIC TERMS OF SERVICE

6. General information

6.1. The Service Description, which explains the functionalities and features of the Service, is available on the Innoflame website. The purpose of the Service is to enable the placing of orders for Products via a computer network and the management of Products stored on behalf of the Customer.

6.2. Innoflame provides the Service substantially as described on the website and as agreed in the Agreement. The content of the Service consists of material produced by Innoflame and its partners, and may also include material produced by the Customer, if separately agreed.

7. Intellectual property rights

7.1. All intellectual property rights in the Service and any modifications (including custom development) thereto are owned without limitation and exclusively by Innoflame or third parties. For the avoidance of doubt, no intellectual property rights are assigned by this Agreement.

7.2. Innoflame grants Customer a limited, non-exclusive license to use the Service for the duration of the Agreement for Customer’s internal use in accordance with the Agreement. The Customer undertakes not to use the Service for any purpose contrary to the Agreement, law or good practice.

7.3. Material provided by the Customer, such as product images (”Customer Material”), may also be uploaded to the Service. All intellectual property rights in the Customer Material belong exclusively to the Customer or third parties. The Customer warrants and represents that the Customer Material uploaded to the Service does not infringe the intellectual property rights of any third party and that the Customer has the right to upload the Customer Material to the Service. The Customer shall be fully liable for any claims of infringement of intellectual property rights made by third parties against Innoflame and undertakes to defend Innoflame against such claims at the Customer’s expense.

7.4. The Customer grants Innoflame limited, non-exclusive access to the Customer Material for the duration of the Agreement to the extent necessary to provide the Service.

8. Identification tools

8.1. Innoflame will provide Customer with a customer ID and Customer or user-specific IDs and passwords (”Authentication Tools”) that Customer will use to log in to the Service.

8.2. The Customer undertakes to keep the Identification Means carefully and confidentially so that they are not accessible to third parties. The Identification Means shall be delivered to the Customer’s contact person by e-mail or other means to be agreed separately.

8.3. The use of the Authentication Tools is equivalent to the Customer’s signature and the Customer accepts as binding all purchases, transactions, commitments and other expressions of intent and messages made on behalf of the Customer using the Authentication Tools. The Customer is responsible for ensuring that the person using the Authentication Tools is authorised to act and make binding declarations of intent on behalf of the Customer.

8.4. If the Authentication Devices have fallen into the possession of a third party or the Customer has reason to suspect that they may have fallen into the possession of a third party, the Customer is obliged to immediately notify Innoflame in order to prevent unauthorized use of the Service. The Customer shall be liable for any damage caused by the loss of the Authentication Means to a third party.

9. Service availability and changes

9.1. Innoflame will use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, but does not guarantee availability of the Service at any particular time. Customer agrees and understands that the Service is provided ”as is”. Innoflame shall not be liable for any errors in the Service or for any downtime caused by upgrades, maintenance or other interruptions in the use of the Service. Innoflame will endeavour to notify the Customer of any such interruptions without delay.

9.2. Innoflame reserves the right to make changes to the Service at any time. If the change made by Innoflame has an adverse effect on the agreed content of the Service for the Customer, Innoflame shall notify the Customer of such change at least thirty (30) days before the change takes effect. Such notice may be given by e-mail, on Innoflame’s website or on the Service itself. In such event, the Customer shall have the right to terminate the Agreement with effect from the effective date of the change. By continuing to use the Service after the change to the Service, the Customer shall be deemed to have accepted the changes and agreed to be bound by the changes.

9.3. Innoflame shall always have the right to make changes to the Service without prior notice that (a) concern or relate to the production environment of the Service and do not adversely affect the agreed content of the Service, (b) are necessary to prevent a security risk to the Service, or (c) are required by law or governmental authority.

III GENERALLY APPLICABLE CONDITIONS

10. Prices and payment terms

10.1. Unless otherwise agreed in the Agreement, the Products and the Service are subject to Innoflame’s current price list.

10.2. All prices are quoted exclusive of VAT, which will be added to the quoted prices in addition to transport costs and other charges indicated in the price list.

10.3. The payment period is fourteen (14) days net from the date of the invoice. Interest on late payments shall be charged in accordance with the Interest Act (633/1982).

10.4. Innoflame reserves the right to change its price lists. Innoflame will inform you of any changes by updating its price list. For the sake of clarity, the updated prices do not apply to orders accepted before the update takes effect.

11. Confidentiality

11.1. A Party agrees to keep confidential any material or information received from the other Party that is marked or understood to be confidential (”Confidential Information”) and not to use such Confidential Information for any purpose other than in accordance with the Agreement.

11.2. However, the obligation of confidentiality shall not apply to material and information (a) which is or subsequently becomes publicly available or otherwise in the public domain; (b) which the receiving Party has received from a third party without an obligation of confidentiality; (c) which has been lawfully in the possession of the receiving Party without an associated obligation of confidentiality prior to the receipt of the same information from the disclosing Party; (d) which has been independently developed by a Party without making use of any part of the Confidential Information received from the other Party; or (e) which a Party is required to disclose by mandatory law or by order of a court or competent authority.

11.3. A Party shall, promptly upon termination of the Agreement or when that Party no longer needs the Confidential Information to perform its obligations and rights under the Agreement, cease using the Confidential Information received from the other Party and, unless the Parties separately agree to destroy the Confidential Information, return the Confidential Information to the other Party. However, the Party shall be entitled to retain copies as required by law or governmental regulations.

11.4. Your rights and obligations with respect to Confidential Information shall survive termination of the Agreement until five (5) years after termination of the Agreement for any reason.

12. Processing of personal data

12.1. Innoflame, as the data controller, collects personal data about the Customer and its users in accordance with its own privacy policy. The Privacy Policy is available on Innoflame’s website. The Customer should ensure that its users have access to Innoflame’s Privacy Policy.

12.2. In connection with the performance of the contract, Innoflame may process, in its role as processor, personal data for which the Customer is the controller. Innoflame shall process such personal data in accordance with the Personal Data Processing Agreement attached to the Contract.

13. Limitation of liability

13.1. The total liability of a Party under the Agreement to the other Party is limited to an amount per breach of the Agreement equal to the payments made by the Customer to Innoflame under the Agreement during the three (3) months preceding the basis of liability.

13.2. The Party shall not be liable for consequential damages such as, for example, loss of profits or damages resulting from loss of turnover or production, or loss, alteration, or destruction of data.

13.3. The limitations of liability set out in this clause do not apply to damage caused by intent or gross negligence and do not apply to liability under clause 11 (Confidentiality) or to liability for infringement of the Customer’s intellectual property rights.

14. Other conditions

14.1. Innoflame has the right to use subcontractors to perform its obligations under the Contract. Innoflame shall be liable for the acts or omissions of its subcontractors as if they were its own.

14.2. The Parties shall inform each other without delay of any changes in their contact persons. Innoflame may also communicate changes to its contact persons on its website or on the Service.

14.3. Innoflame reserves the right, at its discretion, to amend these General Terms and Conditions and any other documents forming part of the Contract which have not been expressly negotiated with the Customer. Innoflame shall notify the Customer of any such change at least thirty (30) days before the change takes effect. If the Customer does not accept the amended terms and conditions, the Customer shall have the right to terminate the Agreement with effect from the effective date of the amendment by giving written notice to Innoflame prior to the effective date of the amendment.

14.4. The Party shall not be liable for any delay or failure to perform or damage caused by force majeure beyond the reasonable control of the Party, which the Party could not reasonably be expected to have foreseen at the time of entering into the Agreement and the consequences of which the Party could not reasonably have avoided or overcome. For example, disruptions in public communications networks or in the supply of electricity shall be deemed to constitute such force majeure. Strikes, lock-outs and other industrial action shall also be considered force majeure if the Party is itself the object of, or a party to, such action. Force majeure encountered by a subcontractor shall also be considered force majeure for the Party if the work to be subcontracted cannot be obtained from another source without unreasonable cost or substantial delay. The Party shall promptly notify the other Party in writing of the force majeure and the cessation of the force majeure.

14.5. If any provision of these General Terms and Conditions or any other term of the agreement between the Parties is found to be illegal, invalid or unenforceable, such provision or term shall be disregarded. Nevertheless, these General Terms and Conditions and the other terms and conditions of the Agreement shall apply as between the Parties.

14.6. Any terms of the Agreement which by their nature or otherwise are reasonably expected to survive the termination of the Agreement shall survive the termination of the Agreement.

15. Contract period

15.1. If the Contract only involves the delivery of a single batch of Products, the Contract shall end when the Products have been delivered in an accepted manner and the warranty relating to the Products has expired. Otherwise, the Contract shall remain in force for an indefinite period. Unless otherwise agreed, a Party may terminate the Contract by giving one (1) month’s notice in writing to the other Party. For the avoidance of doubt, the Agreement may also be terminated in part, e.g. in respect of the Service only.

15.2. Innoflame may terminate the Agreement by written notice to the Customer if the Customer becomes insolvent or files for bankruptcy or liquidation, or if the Customer otherwise ceases trading.

15.3. Innoflame has the right to suspend the provision of the Service and to refrain from supplying the Customer with the Products if the Customer has not paid an outstanding invoice within fourteen (14) days of Innoflame’s written notice.

16. Applicable law and jurisdiction

16.1. These General Terms and Conditions and the Agreement between the Parties shall be governed by Finnish law.

16.2. Disputes and disagreements arising from the agreement will be finally settled in arbitration proceedings in accordance with the Rules of Arbitration of the Central Chamber of Commerce. The arbitration tribunal shall be composed of one member. The seat of the arbitration shall be Helsinki, Finland.

16.3. However, notwithstanding the above, Innoflame is always entitled to bring a claim for its overdue debt before the General Court.