Terms and conditions

 

This agreement has been divided into one major chapter (1). Chapter 1 applies to all customers. More specific details are below.

This is terms and conditions version 3.0.0. Effective from 1st of September 2021.

Chapter 1: Granite Devices General Terms & Conditions

Summary

This is a summary of the General Terms & Conditions (T&C) of Granite Devices (GD).

This summary’s purpose is to highlight a few main points for a quick overview. The summary is not meant to be comprehensive. Full text is available after this summary.

These T&C’s apply to all purchases made directly from Granite Devices unless parties have expressly agreed otherwise in writing.

GD accepts product returns within 14 days of the delivery. The refund policy is worldwide and applies to all orders up to 5000 EUR. This refund policy applies only when the Buyer has contacted GD beforehand for further instructions. If the package has been opened, or if the Product has been used, the delivery costs for the product return are Buyer’s responsibility.

GD can invoice all expenses that occurred in the delivery phase from the Buyer. This also applies if the delivery is returned to GD because the Buyer fails to take the necessary steps to receive the delivery, e.g., providing correct contact information for the courier company or failing to clear the goods through customs.

All products, custom-designed or not, are sold as they are. GD provides a 24-month warranty that applies to, e.g., a hardware manufacturing failure that means a product won’t match the technical specifications. Specifications are available at GD’s online site.

The software is delivered as it is. GD does not provide any kind of warranty. The use of the software is at your own risk.

Glossary Of Terms

Buyer means a person or an entity purchasing Products directly from GD.

Days means calendar days unless otherwise stated.

Estimated Ship Date or ESD means the date estimated by GD for shipment of the Product from the appropriate GD location.

GD means Granite Devices, Business ID FI26771487, Sinitaival 6, O, 33720 Tampere, FINLAND.

In writing means communication by a document signed by both parties or by letter, email, and other means as are agreed by the parties.

Non-Standard Product means a Product designated by GD as “Non-Standard.” This designation includes Products customized for a single customer or non-custom Products primarily purchased by a single customer.

Brand store means an online site administrated by GD, through which GD products and services can be purchased online.

Payment means GD has received cleared funds from Buyer in GD’s bank account or through a third-party payment service.

Product means any objects GD has qualified and released to the market, including software and Documentation. For clarity, the term “Product(s)” may also include services, reference designs, prototypes, experimental devices, and combinations of these.

Standard Product means a Product designated by GD as “Standard.” This designation includes catalog Products offered and sold to many customers.

1.1. General

These General Terms & Conditions apply to the Delivery of Products by GD unless Buyer and GD agree otherwise in writing.

Suppose a provision in these Terms & Conditions proves to be fully or partially invalid. In that case, the contracting parties shall replace this provision with a new agreement that comes as close as possible to produce the same legal and commercial effect.

1.2. Offer And Acceptance

Buyer may offer to buy Products under these terms by submitting an order to the Brand store. GD may accept or reject any order at GD’s sole discretion.

The terms in this contract are the sole terms governing GD’s sale of Products to the Buyer. GD’s acceptance of the Buyer’s offer is expressly limited to these terms.

GD hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order, unless GD expressly agrees to such terms In writing.

1.3. Prices

GD communicates pricing to customers in various ways (e.g., directly in Brand store and quotes) and confirms transaction prices with its order acknowledgments. Suppose there is an apparent and noticeable error in the price in the Brand store, quotations, order acknowledgments, or other communication. GD reserves the right to correct the mistake. GD will inform the Buyer about this correction without undue delay.

Prices on this Website are displayed:

  • either exclusive or inclusive of any applicable fees, taxes, and costs, depending on the user’s browsing section.

All additional costs, such as freight costs, insurance costs, export, transit, import, and other permits, and certifications, are payable by the Buyer. Buyer must also bear all forms of taxes, levies, fees, duties, or similar that are charged in connection with the contract or to refund them to GD against appropriate

Unless otherwise agreed, prices are in EUR, and payment must be in EUR.

1.5. Plans And Technical Documentation

Prospectuses and catalogs are not binding unless otherwise agreed. Specifications in technical documents are only binding if they are expressly guaranteed. GD expressly reserves the right to make changes.

Each contracting party reserves the rights to all plans and technical documents handed over to the other. The receiving party recognizes these rights and will not make the records available in whole or in part to third parties or use them for purposes other than the purpose for which they are provided without the prior authorization In writing by the other party.

1.6. Delivery

Risk and rewards are transferred to the Buyer no later than when the deliveries leave the works. The delivery takes place after the purchase has been paid in advance unless parties agree otherwise.

Suppose dispatch is delayed at Buyer’s request or otherwise for reasons outside GD’s responsibility. In that case, the risks are transferred to the Buyer when the delivery was initially set to leave the works. From this point on, the deliveries shall be stored and insured at Buyer’s expense and risk.

Unless otherwise agreed to by the parties In Writing, GD shall deliver the Products “Delivered At Place” (DAP) as defined in Incoterms 2020, depending on the value of the shipment. The Buyer may contact GD for further information.

Dates for delivery are estimates, not guarantees, and are determined from GD’s receipt of a written purchase order. GD is not liable for any loss or damage incurred by the Buyer due to late delivery. Buyer must accept and pay for the Products even if GD delivers late or if GD makes a partial delivery. Buyer is not entitled to any compensation for late delivery unless expressly agreed otherwise In writing.

GD may change the estimated delivery dates as appropriate. Changes to delivery date estimates may result, e.g., if the information required by GD for the fulfillment of the contract is not received on time, or if Buyer subsequently amend them and thereby causes delay to the deliveries or services; or if Buyer or third parties are in arrears with the work to be carried out by them or have defaulted on their contractual duties, particularly if Buyer does not meet its payment obligations.

GD may deliver the Products in installments. Each installment will be treated as a separate shipment under these Terms & Conditions. However, if the Buyer does not pay for an installment, GD may treat the non-payment as a breach of contract relating to the other installments.

Suppose the delivery returns to GD because Buyer has failed to collect and accept the delivery. In that case, GD is entitled to compensation for the delivery, storage costs, and other expenses incurred due to the Buyer’s failure to collect. This also applies when the inability to manage and accept the delivery is for reasons attributable to Buyer failure to deliver correct and required address for the delivery to take place successfully and if Buyer fails to take necessary steps to receive the delivery, e.g., providing accurate contact information for the courier company, or failure to clear the goods through customs.

The Products shall remain the property of GD until Buyer has collected and accepted the delivery.

1.7. Cancellations And Product Returns

GD accepts product returns within 14 days period from the delivery. The refund policy is worldwide and applies to all orders between up to 5000 EUR.

Buyer must contact GD beforehand about the Product Return to have instructions for shipment and refund.

If the package has been opened, or if the Product has been used, the delivery costs for the product return are Buyer’s responsibility.

GD is entitled to compensation if product return is executed at GD’s expense.

If Buyer is a consumer as defined in Finnish Consumer Protection Act Chapter 1 Article 4, i.e., a natural person who acquires consumer goods and services primarily for a use other than business or trade, the Finnish Consumer Protection Act’s Chapter 6 on distance selling applies. Consumer purchasing products or services at GD’s Brand store has the right to withdraw from the contract by notifying GD of withdrawal within 14 days of receiving the goods or the first shipment of goods. The goods must be returned to GD within 14 days. The right to withdraw does not apply to Custom Products (Consumer Protection Act, Chapter 6, section 16).

Regardless of the type of product return, the Buyer must contact GD beforehand about the return for instructions for shipment and refund. GD is not obligated to refund if a product return is not made as GD has instructed.

1.7.1.  Special conditions for repair services

If GD is responsible for the repair of a Buyers item under the terms of the contract, the following shall apply:

Repair services shall be provided at the GD’s factory at Tehnika 9 Kuressaare 93815 Estonia.

The GD shall render their services at their discretion either in their own person or by qualified personnel selected by him. GD may also make use of the services of third parties (subcontractors) who act on his behalf.

The Buyer must provide GD with all information necessary for the repair of the item unless its procurement does fall within GD’s scope of duties according to the contents of the contract. In particular, the Buyer must provide GD with a comprehensive description of the defect and inform him of all circumstances which may be the cause of the defect found.

Unless otherwise agreed, the Buyer must send the item to be repaired to GD’s factory  Tehnika 9 Kuressaare 93815 Estonia at his own expense and risk. GD recommends the customer to conclude a transport insurance for this purpose. Furthermore, GD suggests the customer send the goods in suitable transport packaging in order to reduce the risk of transport damage and to conceal the contents of the packaging. GD will immediately inform the Buyer of apparent transport damage so that the Buyer can assert any rights he may have against the transport company.

The return of the goods shall be at the Buyer’s expense. The risk of accidental loss and accidental deterioration of the item passes to the Buyer when the item is handed over to a suitable transport person at the GD’s place of business. At the Buyers request, GD will conclude a transport insurance for the goods.

The regulations mentioned above do not limit the statutory rights of the Buyer in the event of the purchase of goods from the GD.

GD shall be liable for defects in the repair service provided in accordance with the provisions regarding statutory liability for defects.

1.8. Payment Terms

The payment term is indicated in the invoice of the order. Unless otherwise agreed with Granite

Devices, the payment has to be on Granite Devices bank account before the shipment is released to the courier.

 

If Buyer fails to make payment when due, GD may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders.

GD will not be liable for, and Buyer will hold GD harmless from, any costs or losses resulting from suspension or cancellation on account of Buyer’s failure to make payment.

Whatever the means of payment used, payment shall not be deemed to have been effected before GD’s account has irrevocably credited the amount due.

Buyer may not deduct any Payment amounts on account of unresolved disputes. GD may charge Buyer 1.0 % per month on overdue accounts (12% per year) to the extent permitted by Law.

1.9. Restriction On Use

Customer agrees that it shall not directly or indirectly:

(i) modify, enhance, adapt, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human or machine perceivable form, or circumvent any technological measure that controls access to or permits derivation of the source code of the embedded software or any part thereof,

(ii) modify, enhance, adapt, make improvements to, create derivative works based upon, disassemble, or reverse engineer the Products, any part thereof, or any composition made using the Products,

(iii) However, GD Contributor License Agreement applies to the points of this section (i) where GD has made Material, as defined in the Contributor License Agreement, available as open source.

(iv) make or permit the use of any trademark, trade name, service mark, or other commercial symbols of GD’s without its prior written consent,

(v) operate or make use of the Products in any way violative of applicable laws and regulations, and/or

1.10. Taxes

Prices do not include applicable taxes or duties unless otherwise mentioned. The Buyer is solely responsible for paying all applicable taxes and duties. GD will add sales taxes to the sales price where required by applicable law, and Buyer will pay such taxes unless Buyer provides GD with a duly executed sales tax exemption certificate.

Suppose Buyer is required by Law to withhold any amount of tax from its Payment to GD. In that case, the Buyer will take all reasonable steps to minimize such withholding tax, provide GD with a receipt or certificate as evidence the tax has been paid, and reimburse GD for the withholding amount so that GD receives payment for the total value of the invoice.

1.11. Contingencies

GD will not be in breach of this contract and will not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond GD’s reasonable control, whether foreseeable or unforeseeable, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, Law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, or Act of God. In the event of a shortage of components, GD may, at its sole discretion, allocate Product production and deliveries.

1.12. Warranties And Related Remedies

1.12.1

Subject to section 1.12 and sections 1.12.2 through 1.12. below, GD warrants to Buyer that each Product conforms to GD’s published Specifications for such Product.

This warranty lasts for twenty-four (24) months after the date GD delivers the Product unless not otherwise mentioned elsewhere in the documents related to purchase or the parties have agreed otherwise In writing. GD will repair or replace the hardware on certain malfunctions or failures during this warranty period. GD’s detailed product warranty terms are available at GD’s online product documentation pages https://www.simucu.be/limited-warranty

Notwithstanding the preceding, GD will not be liable for a nonconforming Product if:

(a) the nonconformity was caused by neglect, misuse, or mistreatment by an entity other than GD, including improper installation or testing, or for any Products that were altered or modified in any way by an entity other than GD;

(b) the nonconformity resulted from Buyer’s design, specifications, or instructions for such Products or improper system design; or

(c) Buyer has not paid on time.

Testing and other quality control techniques are used to the extent GD deems necessary. GD does not necessarily test all parameters of each Product.

Products that are identified by GD at the time of purchase as pre-production parts are not covered by any warranty and should be used only for prototype testing, not in commercial products.

Buyer’s claims against GD under this section 1.12 are void if Buyer fails to notify GD of any apparent defects in the Product within ten (10) business days after delivery or of any hidden defects within ten (10) business days after the fault has been detected.

1.12.2

GD’s sole liability will be at its option to repair or replace Products that fail to conform to the warranty set forth above or credit the Buyer’s account for such Products. GD’s liability under this warranty will be limited to products returned during the warranty period to the address designated by GD and that are determined by GD not to conform to such warranty.

If GD elects to repair or replace such Products, GD will have a reasonable time to complete such actions. Repaired and replaced Products will be warranted for the remainder of the original warranty period.

1.12.3

EXCEPT AS SET FORTH ABOVE, PRODUCTS (AS DEFINED IN THIS CONTRACT) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” GD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

1.12.4

GD may provide Buyer technical, applications, or design advice (including reference designs), quality characterization, reliability data, or other services. Buyer agrees that providing these services does not expand or otherwise alter GD’s warranties as set forth above, and no additional obligations or liabilities arise from GD providing such services or items.

1.13. Buyer’s Applications And Compliance

1.13.1 General

Buyer is solely responsible for the design, validation, and testing of its applications as well as for compliance with all legal, regulatory, and safety-related requirements concerning its applications. This applies to all Standard Products and particularly on all Custom Products designed per Buyer’s requests.

Buyer represents that, with respect to its applications, it has all the necessary expertise to create and implement safeguards that

(1) anticipate dangerous consequences of failures,

(2) monitor failures and their consequences, and

(3) lessen the likelihood of failures that might cause harm and take appropriate remedial actions.

(4) lessen the likelihood of failures that might cause damage to property, equipment, and furnishings, and take appropriate remedial actions.

Buyer agrees that before using or distributing any systems that include Products, Buyer will thoroughly test such systems and the functionality of such Products used in such scenarios.

Buyer must ensure compliance with safety-related requirements and standards applicable to its applications.

1.13.2 Other Critical Applications

Buyer may not use any Products in any application where the failure of a Product or Products in such application would cause serious bodily injury or death, or otherwise threaten well-being, or cause damage to property or equipment, unless authorized officers of the parties have executed a particular contract specifically governing such use. These include, but are not limited to, submarines, aviation devices, vehicles, and heavy tools and equipment.

1.13.3 Indemnification By Buyer

Buyer will fully indemnify GD and its representatives against any damages, costs, losses, and/or liabilities arising out of Buyer’s non-compliance with section 1.13.

If Buyer has provided designs, models, specifications, or other data to GD to manufacture a Custom Product, Buyer is solely responsible for non-infringing any intellectual property rights. GD will not be in any way liable for any intellectual property rights violations that may arise in connection with technical information provided by the Buyer. Buyer will defend at its expense or settle any third-party claim, suit, or proceeding against GD insofar as such claim, suit, or proceeding is based on an allegation that Custom Products manufactured and supplied by GD to Buyer directly infringe any patent, copyright, or trade secret (“Covered Claim”), and Buyer will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against GD for a Covered Claim, or agreed to by Buyer as settlement or compromise of a Covered Claim.

1.14. Intellectual Property Indemnification

GD will defend at its expense or settle any third-party claim against Buyer or its Affiliates alleging that Products, Services, or Deliverables provided under this Agreement infringe intellectual property rights in the country where they were sold. GD will pay infringement claim defense costs, GD–negotiated settlement amounts, and damages finally awarded by a court. GD has no obligation for any claim of infringement arising from, and Buyer will indemnify GD against any third-party claim arising from:

(i) GD’s compliance with Buyer or third-party designs, specifications, instructions, or technical information;

(ii) modifications made by any party other than GD;

(iii) Buyer’s non-compliance with applicable Documentation;

(iv) use of Products, Services or Deliverables for purposes not contemplated by this Agreement or applicable Documentation (including distribution to third parties);

(v) Buyer use or combination of Products, Services, or Deliverables with products, software, or services that GD does not provide; or

(vi) a Product, Service, or Deliverable that is not at the most current release level if the most current release level is non-infringing.

1.14.1

Subject to sections 1.12 and 1.13, GD will defend Buyer against any claim, suit, or proceeding brought against Buyer, insofar as such claim, suit, or proceeding is based on an allegation that Products manufactured and supplied by GD to Buyer directly infringe any patent, copyright, or trade secret (“Covered Claim”), and GD will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against Buyer for a Covered Claim, or agreed to by GD as settlement or compromise of a Covered Claim.

GD has no obligation to defend or indemnify Buyer unless Buyer:

(a) promptly informs GD of the Covered Claim and furnishes GD a copy of the claim, suit, or proceeding,

(b) gives all evidence in Buyer’s possession, custody, or control to GD, and

(c) gives GD reasonable assistance in and sole authority of the defense thereof and all negotiations for its settlement or compromise.

Buyer agrees to make available to GD the benefit of any defense available to Buyer to any Covered Claim hereunder, including, but not limited to, any license or option to license or sub-license any intellectual property right that is the subject of such Covered Claim.

The buyer will be entitled to participate in its defense at its own expense with counsel of its choosing.

1.14.2

If GD is obligated to defend Buyer according to this section 1.14, GD may, but has no obligation to:

(a) obtain a license that allows Buyer to continue the use of the Products,

(b) if Buyer is forbidden from using the Products, replace or modify the Products to be non-infringing, but in a manner that does not materially affect the functionality of the Products, or

(c) if neither (a) nor (b) is available to GD at a commercially reasonable expense, then GD may stop selling the Products to the Buyer without breaching this contract.

If GD elects to provide either of the options outlined in clauses (a) and (b) above, GD’s obligation according to section 1.14.1 will be entirely fulfilled as to that Covered Claim, except for any damages, losses, or costs (excluding consequential and exemplary damages) incurred by Buyer before GD taking such action.

If GD elects the option outlined in clause (c) above, GD’s indemnity obligation under this contract will be entirely fulfilled, regardless of any additional claims. Buyer will return to GD any and all Products remaining in Buyer’s possession, custody, or control.

1.14.3

GD will have no liability or obligation under section 1.14.1 or 1.14.2:

(a) if Buyer has not purchased the Products subject to the Covered Claim within the thirty-six (36) months preceding the date Buyer informed GD of the Covered Claim,

(b) if Buyer has not fully and promptly paid in full for the Products subject to the Covered Claim,

(c) if the Covered Claim arose because Buyer or Buyer’s customer brought a claim, suit, or proceeding against a third party,

(d) for any costs, losses, or damages resulting from Buyer’s willful acts, or any settlement or compromise incurred or made by Buyer without GD’s prior written consent, and

(e) to the extent that a Covered Claim is based upon:

Buyer’s use of the Products in combination with any other product, device, software, or equipment,

Buyer’s use of the Products in a process, including a manufacturing process,

Buyer’s modifications to the Products,

GD’s compliance with Buyer’s particular design, instructions, or specifications,

or GD’s compliance with any industry or proprietary standard or Buyer’s use of the Products to enable implementation of any enterprise or proprietary standard (such claims – i.e., those outlined in (a) through (e) above – are individually and collectively referred to herein as “Other Claims”).

1.14.4

Buyer will defend GD against any claim, suit, or proceeding brought against GD insofar as such claim, suit, or proceeding is based on Other Claims, and Buyer will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against GD for any Other Claims or agreed to by Buyer as settlement or compromise of any Other Claims. GD will be entitled to participate in its defense at its own expense with counsel of its choosing.

1.14.5

THE PRECEDING STATES THE SOLE LIABILITY OF THE PARTIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN REGARD TO IT. THE BUYER UNDERSTANDS AND AGREES THAT THE PRECEDING INTELLECTUAL PROPERTY INDEMNIFICATION TERMS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH TERMS, THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.

1.15. Limitations And Damages Disclaimer

1.15.1 General Limitations

IN NO EVENT WILL GD BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE PRODUCTS, REGARDLESS OF WHETHER GD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL, REWORK OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION. NO CLAIM, SUIT, OR ACTION WILL BE BROUGHT AGAINST GD MORE THAN TWELVE (12) MONTHS AFTER THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED.

1.15.2 Specific Limitations

IN NO EVENT WILL GD’S AGGREGATE LIABILITY FROM ANY USE OF A PRODUCT PROVIDED HEREUNDER, INCLUDING FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT, EXCEED THE TOTAL AMOUNT PAID TO GD FOR THE PARTICULAR PRODUCTS AT ISSUE DURING THE PRIOR TWELVE (12) MONTHS CONCERNING WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.

1.15.3

THE BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS, THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.

1.16. Non-Waiver Of Default And Non-Performance

In the event of any default by the Buyer, GD may decline to make further shipments. If GD elects to continue to make shipments, GD’s action will not be a waiver of any such default or affect GD’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.

Notwithstanding other provisions in these Terms & Conditions regarding suspension, each party shall be entitled to suspend the performance of their obligations under the contract. It is clear from the circumstances that the other party is not going to perform its obligations. A party suspending their performance of the contract shall notify the other party In writing. In case of suspending the performance, either party is not liable to the other party for loss of profit, loss of use, loss of contracts, or any consequential or indirect loss or direct costs whatsoever.

1.17. Governing Law And Jurisdiction

These Terms & Conditions shall be governed by and construed in accordance with the Finnish Law. Under certain circumstances, the governing Law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods (“UN Convention”), and the parties intend to avoid the application of the UN Convention to these Terms & Conditions and, thus, exclude the application of the UN Convention in its entirety to these Terms & Conditions.

The Finnish Courts shall have the exclusive jurisdiction to settle any dispute, controversy, or claim related to such a demand. The Pirkanmaa District Court placed in Tampere shall be the court of the first instance.

2 TERMS OF USE

Unless otherwise specified, the Terms of Use detailed in this section generally apply when using this Brand store.

Single or additional conditions of use or access may apply in specific scenarios and, in such cases, are additionally indicated within this document.

By using this Brand store, Buyers confirm to meet the following requirements:

2.1 Account registration

To use the Website, Buyers must register or create a Buyer account, providing all required data or information in a complete and truthful manner.

Failure to do so will cause unavailability of the Service.

Buyers are responsible for keeping their login credentials confidential and safe. For this reason, Buyers are also required to choose passwords that meet the highest standards of strength permitted by this Brand store.

By registering, Buyers agree to be fully responsible for all activities that occur under their username and password.

Buyers are required to immediately and unambiguously inform the GD via the contact details indicated in this document if they think their personal information, including but not limited to Buyer accounts, access credentials, or personal data, has been violated, unduly disclosed, or stolen.

2.2 Account termination

Buyers can terminate their account and stop using the website at any time by doing the following:

By directly contacting the GD at the contact details provided in this document.

2.2.1 Account suspension and deletion

The GD reserves the right, at its sole discretion, to suspend or delete at any time and without notice, Buyer accounts which it deems inappropriate, offensive, or in violation of these Terms.

The suspension or deletion of Buyer accounts shall not entitle Buyers to any claims for compensation, damages, or reimbursement.

The suspension or deletion of accounts due to causes attributable to the Buyer does not exempt the Buyer from paying any applicable fees or prices.

2.3 Content on this Brand store

Unless where otherwise specified or clearly recognizable, all content available on this Brand store is owned or provided by the GD or its licensors.

The GD undertakes its utmost effort to ensure that the content provided on this Brand store infringes no applicable legal provisions or third-party rights. However, it may not always be possible to achieve such a result.

In such cases, without prejudice to any legal prerogatives of Buyers to enforce their rights, Buyers are kindly asked to preferably report related complaints using the contact details provided in this document.

2.4 Rights regarding content on this Brand store – All rights reserved

The GD holds and reserves all intellectual property rights for any such content.

Buyers may not, therefore, use such content in any way that is not necessary or implicit in the proper use of the Service.

In particular, but without limitation, Buyers may not copy, download, share (beyond the limits set forth below), modify, translate, transform, publish, transmit, sell, sublicence, edit, transfer/assign to third parties, or create derivative works from the content available on this Brand store, nor allow any third party to do so through the Buyer or their device, even without the Buyer’s knowledge.

Where explicitly stated on this Brand store, the Buyer may download, copy and/or share some content available through this Brand store for its sole personal and non-commercial use and provided that the copyright attributions and all the other attributions requested by the GD are correctly implemented.

Any applicable statutory limitation or exception to copyright shall stay unaffected.

2.5 Access to external resources

Through this Brand store, Buyers may have access to external resources provided by third parties. Buyers acknowledge and accept that the GD has no control over such aids and is therefore not responsible for their content and availability.

Conditions applicable to any resources provided by third parties, including those applicable to any possible grant of rights in content, result from each such third parties’ terms and conditions or, in the absence of those, applicable statutory Law.

2.6 Acceptable use

This Brand store and the Service may only be used within the scope of what they are provided for, under these Terms and applicable Law.

Buyers are solely responsible for making sure that their use of this Brand store and/or the Service violates no applicable law, regulations, or third-party rights.

Therefore, the GD reserves the right to take any appropriate measure to protect its legitimate interests, including by denying Buyers access to this Brand store or the Service, terminating contracts, reporting any misconduct performed through this Brand store or the Service to the competent authorities – such as judicial or administrative authorities – whenever Buyers engage or are suspected of engaging in any of the following activities:

  • violate laws, regulations, and/or these Terms;
  • infringe any third-party rights;
  • considerably impair the GD’s legitimate interests;
  • offend the GD or any third party.