1. Scope and purpose of General Terms

Theses General Terms and Conditions for Procurement of Products (”General Terms”) of the Tokmanni Group shall apply to the procurement of any Products by Tokmanni Oy and/or any of its Affiliated Companies (”Buyer”), unless expressly agreed to in writing in the Agreement between the Buyer and the Supplier. For the sake of clarity, it is noted that if the Agreement includes any standard terms from the Supplier or other similar general terms, these General Terms, and any other attached Terms, will prevail over any such terms set out by the Supplier in case of a conflict.

In signing the Agreement with the Supplier, the Buyer does not grant the Supplier any exclusivity on the delivery of the Products, and the Agreement does not hinder the Buyer’s possibilities to enter into contracts with third parties in any way. The Buyer shall not have any minimum purchase commitments, or obligations, to buy Products, unless otherwise agreed upon in the Agreement.

2. Definitions

In these General Terms:
“Intellectual Property” means any, and all, forms of protection for intellectual property according to active legislation, including registered and unregistered patents, utility models, design rights, copyrights, domain names, trademarks, trade names, product names, brands and all other equivalent or similar intellectual property rights, as well as all of the registration applications and licenses linked to the aforementioned and all trade secrets, and all rights to cause of action and obtaining remedies, enforcement rights and the right to demand compensation.
”Affiliated Company” means any legal entity which is (a) directly or indirectly controlling a Party; or (b) directly or indirectly controlled by the same entity as the Party; or (c) directly or indirectly controlled by the Party, as long as such control lasts. Control means over 50 % ownership of the entity’s shares or the votes granted by shares, or the right to appoint or dismiss the majority of the affiliated company’s board of directors.

“Confidential Information” means, at the least, any and all information and material that a Party provides or discloses to another Party, which is marked as confidential, can be viewed as confidential or is confidential according to the law, regardless of what format the material or information is in.

"Party" means either the Supplier or the Buyer and ”Parties" refers to the Supplier and the Buyer collectively.

"Buyer" means Tokmanni Oy and/or an Affiliated Company, which is purchasing Products according to an Agreement.

“Agreement” means a confirmed, or otherwise accepted Order, combined with these General Terms (attachments included) or a purchasing agreement between the Parties, combined with these General Terms and the attachments defined in the purchase agreement.

“Specification” means qualitative, technical, functional or other definitions or specifications of Products agreed upon in the Agreement.

“Purchase Order” means a document or another equivalent request given to the Supplier by the Buyer, wherein the Buyer requests that the Supplier deliver the Product(s).

“Supplier” means the Buyer’s contracting party, which has signed an Agreement with the Buyer regarding the delivery of Products.

“Products” means Products specified in the purchase agreement or Order, which the Supplier will deliver, or the Supplier is obliged to deliver to the Buyer.

”End Customer” means the Buyer’s retail customer to whom the Buyer has sold or relinquished one of the Supplier’s products.

”Fault” means any deviation on part of the Supplier’s Product or actions, which does not fulfil the demands made in the Agreement.

“Force Majeure” means a delay in fulfilling, or a failure to fulfil a Party’s obligation, if it has been prevented or unreasonably complicated by an impediment beyond the Party’s control, which the Party could not reasonably have taken into account at the time of the conclusion of the contract, and the consequences of which could not reasonably have been avoided or overcome by such Party. Such impediments may include war, rebellion, expropriation or confiscation for public need, import and export bans, natural disasters, fire, strikes, acts of terrorism or the specific risk thereof, suspensions of public transportation or the distribution of electricity, or other events, which are unusual and equally significant in effect and which are beyond the control of the Parties.

3. Order and Order Confirmation

Offers sent by the Supplier are binding. The Buyer sends Orders to the Supplier by electronic mail, post, telefax or by another manner, which has been agreed to jointly in writing. Unless otherwise agreed to in the purchase agreement or Order, the Supplier shall provide a written confirmation of order for each Order within seven (7) days of the date of the Order. If a confirmation of order is not sent, the Order is seen to have been accepted as is. Both Parties have the right to demand that obvious miscalculations or spelling errors be corrected.

4. Delivery

The delivery term of products is DDP (Delivered Duty Paid, Incoterms 2020), delivered duty paid (to Isolammintie 1, 04600 Mäntsälä, FIN), unless otherwise agreed to in the purchase agreement or Order.

The liability for risk of the Products passes to the Buyer in accordance to the agreed upon delivery term (Incoterms 2020). Ownership of the Products transfers to the Buyer at the time they are received. If the Products are returned to the Supplier due to a reason attributable to the Supplier and/or the Supplier sends repaired or replacement Products to the Buyer, the Supplier is responsible for damages caused during these transports.

The Supplier cannot deliver before the delivery date agreed to in advance, without written consent from the Buyer, that has been procured in advance.

If the Supplier finds that delivery is likely to be late for reasons outside of the Buyer’s control, if delivery is likely to take place at a time diverging from the desired delivery time or if deviations are likely, the Supplier shall inform the Buyer in writing without delay, taking into account the possible effects on the Agreement, once the Supplier receives information about possible delays or deviations. If delivery is delayed for reasons outside of the Buyer’s control, and the Buyer has not cancelled the order, the Supplier must deliver the Products to the Buyer post haste and the Buyer is eligible to receive a below-mentioned liquidated damages payment. Delays in receiving instructions or documents, which are necessary to use the Products shall be seen as a delay in part of the delivery.

Unless stated otherwise in the Agreement, the liquidated damages payment shall be five percent (5%) of the price of the erroneously delivered partial shipment, for each starting week while the deviation continues. Where the damages caused by the delayed delivery exceed the liquidated damages payment, the Buyer has the right to receive the portion exceeding the liquidated damages payment in compensation. If the delivery is delayed by four (4) weeks, the Buyer has the right to dissolve the Agreement with immediate effect and to receive not only the liquidated damages payment, but also compensation on failure to deliver the Products and for damages caused by the dissolution of the Agreement. The liquidated damages payment, or the payment thereof, in no way precludes the Buyer’s right to dissolve the Agreement based on the aforementioned four (4) week delay. The Buyer is not be obliged to prove actual damage in order to be entitled to the agreed liquidated damages and actual damages do not need to have occurred.

5. Packaging , labelling and Product quality

Products, Product packaging, labelling and informative labels must conform to EU and other applicable legislative regulations and Specifications. The Supplier must package the Products in such a way that the packaged Products can be safely and appropriately handled, transported and stored. The Supplier must package Products and label them appropriately and according to possible instructions from the Buyer. If products, their packaging and/or informative labels/labels do not fulfil the requirements above, the Supplier must compensate the Buyer for all expenses, damages and losses, which are caused by the non-conforming packaging/labelling. In addition to the compensation above, the Buyer is entitled to liquidated damages payments. The Buyer is not be obliged to prove actual damage in order to be entitled to the agreed liquidated damages and actual damages do not need to have occurred.

The Products must adhere to agreed upon standards and correspond to Specifications and information, samples and models supplied by the Supplier. Additionally, the Products must adhere to EU legislation, applicable local laws, regulations, regulatory provisions and valid Finnish standards. The Supplier must also act in accordance with the above requirements and the Agreement. The Supplier must be acquainted with the specific EU legislation related to the Products and any specific requirements regarding Finland, if applicable. Any specific EU legislation and/or requirements in Finland regarding the Products can also be presented separately in the purchase agreement, Order or in the Specifications. Product specific quality acceptance levels and tolerance values are defined in the Specifications.

The Products must be free of defects and suitable for their intended purpose to the extent that is known by the Supplier and the Supplier must also ensure that what has been agreed upon on e.g. Product quality, type, number, packaging and other properties, is met.
At time of delivery, the Supplier must supply all instructions, manuals, drawings etc. which are required to install, use and maintain Products.

Possible quality control processes concerning Products, the Supplier and/or their sub-contractors can be stipulated separately in the purchase agreement of Order.

6. Warranty

Product warranties can be agreed to more specifically in the Agreement. If the Parties have not agreed on the warranty that the Supplier gives to Products in the Agreement, the Supplier gives the Products the following warranty:

• The Supplier guarantees that the Products will be free of faults and suitable for their intended purpose during the period of warranty.
• The period of warranty is two (2) years from the date that the Products are relinquished to the End Customer.
• If faults appear in the Products during the period of warranty or they are not compliant with these General Terms, the Buyer will, based on the Buyer’s choice, (i) replace the faulty Products with new, immaculate Products and delivery them without cost, or (ii) give the Buyer compensation that is equivalent to the fault, or (iii) compensate the Buyer for all costs, damages and losses, which are caused by the Product being unusable, faulty or damaged. If the Products have been replaced or repaired, the new period of warranty begins when the repaired or replaced Products have been delivered to the End Customer.

7. Product Liability, Product Safety, Indemnifications and Insurance

The Supplier is liable for personal injury and other damages caused by the Products they have supplied according to the applicable legislation. The Supplier is responsible for product liability and safety, according to applicable legislation and regulations.

The Supplier releases the Buyer from responsibility and will compensate the Buyer for all damages, expenditures, costs and losses, which are caused to the Buyer or the End Customer by product liability and product safety, as well as personal injury, death and property damages, which may be caused by Products or their use.

The Supplier must have valid and adequate product liability insurance, which must also cover possible Product recalls. The Supplies must provide the Buyer an insurance certificate for the above insurance on the Buyer’s request. The Supplier is not discharged from liability, should their insurance not cover specific damages.

8. Price and Payment Terms

Prices are agreed and defined in the Order, purchase agreement or otherwise in writing. Unless agreed otherwise in writing, the prices include Product packaging, all rights ceded to the Buyer and the Supplier’s agreed to obligations, as well as the general payments, taxes, fees and such general payments that authorities impose on the Supplier, with the exception of value added tax. Value added tax is added to prices according to the current and applicable regulations. The Supplier cannot invoice any extra costs, fees or payments, unless explicitly agreed to in writing.

Each Party is responsible for their own bank charges.

Payment terms are agreed to in the Order, purchase agreement or otherwise in writing.

The Supplier can send an invoice, once the Products have been delivered to the Buyer according to the Agreement.

Overdue payments will accrue interest in accordance to the Interest Act of Finland.

9. Compliance

The Supplier agrees to comply with applicable laws and regulations and to conduct its business according to high ethical standards.

The Supplier agrees to comply with applicable international sanctions and to act in compliance with anti-money laundering regulations and anti-bribery policies. The Supplier confirms that the Supplier, the Supplier’s persons in charge or the Supplier’s owners are not listed on international sanction lists and that they are not suspected and have not committed financial malpractice. The Supplier agrees to ensure that the Supplier’s own subcontracting chains do not contain entities which are targeted by sanctions.

The Supplier agrees to comply to the amfori BSCI Code of Conduct principles and to carry out self-evaluations and audits according to amfori’s models. The Supplier agrees to supply their carbon footprint information (CO2 emissions) and information about the other environmental impacts of their actions, if requested.

The Supplier confirms that it has not and will not, in relation to the Products or while the Agreement is in effect, act in such cooperation or in agreement with the producers and/or suppliers of potential or actual Product rivals, who are aiming to affect the pricing, payments or calculation methods for Products, or the splitting of markets or other limitations of competition.

The Supplier agrees to acquaint itself with the applicable Ethical Code of Conduct of Tokmanni Oy, which is found on the Buyer’s website http://www.tokmanni.fi. The Supplier agrees to adhere to, to respect and to act in accordance to the Ethical Code of Conduct of Tokmanni Oy.

The Supplier also agrees to conform to directives received from the Buyer.

The Supplier is responsible for the adherence to these General Terms, the BSCI Code of Conduct and the Tokmanni Oy Ethical Code of Conduct of the Supplier’s subcontractors and the Supplier’s co-operative partners.

The Supplier must inform the Tokmanni Oy Compliance unit of possible financial malpractice or action which are in contradiction with the Tokmanni Oy Ethical Code of Conduct. Infractions must be reported through the website https://app.falcony.io/tokmanniwb/links/ulkoinen-ilmoitus

10. Intellectual Property Rights

The Suppliers assures that it owns the Products and that it has the right to sell the Products to the Buyer. The Buyer has the right to sell the Product on to its clients.

The Supplier guarantees that, and is liable for, the Products not infringing on the Intellectual Property Rights of a third party. In case of infringement, the Supplier agrees to exempt the Buyer and the Buyer’s customers from liability and will compensate the Buyer for all costs, expenses and damages, which are related to claims caused by Product related actual or alleged third party Intellectual Property Rights infringements.

Unless otherwise and explicitly agreed in writing, this Agreement has no effect on Intellectual Property Rights held by a Party before the inception of the Agreement. The Buyer does not assign any Intellectual Property Rights to the Supplier. All drawings, plans, models, technical documents, information and other materials remain the property of the Buyer and are to be considered Confidential Material of the Buyer.

11. Limitations of Liability

In no event is the Buyer liable for any indirect or incidental damages or costs, such as loss of profits or expected savings, even if the Buyer had been informed of the possibility of these damages. The maximum total liability of the Buyer is EUR 100 000.

The above limitation of liability will not be applied, if damages have been caused by wilful misconduct or gross negligence, or if limitation of liability is not permitted by applicable law.

12. Confidentiality

The Supplier must keep all Confidential Material and the Buyer’s designs, models and other Intellectual Property secret and the Supplier may not release them to third parties or use them for purposes not related to the Agreement.

The Supplier has the right to release Confidential Material or information regarding the Buyer’s models, designs and Intellectual Property, if laws, regulations, regulatory provisions, a court’s order or decision so requires, provided that the Supplier releases the above mentioned materials only to the extent demanded, informs the Buyer prior to releasing the above mentioned information and materials, and, where possible, aims to ensure that the materials and information remain confidential to the best of their ability.

The rights and obligations under this section will remain in force even after the Agreement is finished and will remain in force for a period of five (5) years from the date the Buyer disclosed the aforementioned information or materials.

13. Termination of the Agreement

A Party has the right to terminate the Agreement, with immediate effect, by notifying the other Party in writing if

a) the other Party commits a material breach of the Agreement and does not remedy its breach, if it can be remedied, within 30 days of the other Party giving a written notice thereof: or

b) the other Party is insolvent, applies for or is declared bankrupt or placed in liquidation, ends its business, sells all or a considerable portion of its assets or ceases its payments.

The Buyer has the right to terminate the Agreement, with immediate effect, either in full or in part depending on their choice, by informing the Supplier in writing, if

a) Product delivery is delayed repeatedly, if Product quality is poor or if they do not conform to Specifications, or if they are repeatedly faulty in some other way,

b) the Supplier repeatedly neglects, or breaches is contractual obligations,

c) the Supplier is incapable, or the Buyer deems them likely incapable to deliver the Products according to the Agreement,

d) the Supplier’s control or ownership changes in a material way. A change is seen as material if ownership or control moves into the hands of a competitor of the Buyer. The Supplier must inform the Buyer of such changes of ownership or control, or

e) the Supplier, the Supplier’s subcontractor or the Supplier’s co-operative partner breaches terms laid out in section 9. Compliance.

If the Agreement has been terminated, the Buyer has the right to receive the Products ordered before the Agreement was terminated, according to the order or Agreement, or, at the Buyer’s discretion, to cancel orders that have already been made. If the Agreement has been terminated, the Buyer is not required to compensate the costs related to the order to the Supplier.

14. Force Majeure

Neither Party is liable for delays or damages, which are caused by a Force Majeure event. To invoke Force Majeure, a Party must inform the other Party in writing, and without delay, about the presence of Force Majeure, or the ending thereof. If the delay or non-performance caused by the Force Majeure event is over thirty (30) days in length, the Buyer can unilaterally terminate the Agreement with immediate effect.

15. Applicable law and Dispute Resolution

These General Terms and the Agreement will be governed exclusively according to the laws of Finland, without reference to its regulations concerning choice of law.

Any disputes arising from the General Terms or the Agreement will be settled finally in arbitration, according to the Arbitration Rules of the Finland Chamber of Commerce. Arbitration will be binding to both Parties. The location of the arbitration is Helsinki, Finland. The arbitration will be carried out and the arbitration award will be awarded in the Finnish language. The Parties will agree that the arbitration procedure and all materials related to it will be considered as Confidential Material. Each Party has the right to apply to whichever competent court for interim injunctive relief or for the enforcement of the arbitration award.

16. Other Provisions

Unless stated otherwise in the Agreement, or in writing, the Supplier does not have the right to use subcontractors to fulfil the obligations of the Agreement without the prior written consent of the Buyer. The Supplier must ensure that its contracts with its subcontractors take into consideration the terms of the Agreement and that the subcontractors act according to their contracts. The Supplier is equally liable for its subcontractors’ performance as its own.

The Supplier does not have the right to transfer the Agreement or the rights or obligations based therein to a third party without the Buyer’s prior consent. They Buyer may transfer the Agreement, and the rights and obligations based therein to another company within the same corporation or a third party to which the business activities related to this Agreement have been transferred.

If a Party does not enforce a particular right based on the General Terms or the Agreement, or waives a right based on the General Terms or the Agreement, it does not limit the Party’s right to invoke the above terms in similar situations at a later date.

If any provisions of the General Terms or the Agreement is invalid or unenforceable, it does not affect the other terms of the General Terms or the Agreement, which will remain valid and enforceable to the extent allowed by the law. The Parties commit to amicably negotiating the replacement of such a provision with an equivalent provision which is valid and enforceable.

All changes or additions to the Agreement or these General Terms must be agreed to in writing, with an Agreement change signed by both Parties, for them to be valid.,TOKMANNI GROUP OYJ
General terms and conditions for procurement of products