Terms of sale

1. Scope of Application

These terms of sale apply to commercial relationships between Spinea Oy and its customers. The terms of sale are available on Spinea’s website and can always be provided upon request. Orders are subject to the terms and conditions valid and approved at the time of ordering. If these terms have once been invoked in a transaction between the parties, they shall be deemed accepted in subsequent transactions unless otherwise agreed. Spinea Oy reserves the right to amend these terms and conditions unilaterally without prior notice.

1.1 Customers and Data Protection

Spinea Oy sells products and services to both consumer and corporate customers. When placing an order, the customer is required to provide contact details including at minimum their name, address, telephone number, and email address for the delivery of the order and related documentation.

Customer information is stored in a customer register maintained by Spinea Oy and is used for managing customer relationships. Spinea does not disclose address information to third parties for direct marketing purposes. Customers may prohibit the use and processing of their data for marketing purposes by contacting Spinea Oy’s customer service. The register description in accordance with the Personal Data Act is available here. item.

2. Conclusion of the Contract

2.1 Sales / Offer

The seller’s offer is valid for the period stated in the offer. If no validity period is specified, it shall be 30 days from the date of the offer.

The offer and any related images, drawings, calculations, and other documents, as well as all related rights, remain the property of the seller. The recipient of the offer is not entitled to use them to the seller’s detriment, disclose them to a third party, or otherwise exploit them.

2.2 Formation of Contract

A contract is formed when the buyer accepts the seller’s oral, written, or electronic offer, or when the buyer places an order. Before delivery begins, the buyer must provide precise information about the delivery site, a possible contact person at the site, delivery time restrictions, and invoicing details.

If the order deviates from the seller’s offer, the contract shall be deemed concluded in accordance with the terms of the offer unless otherwise agreed in writing.

The seller will check the buyer’s credit information and has the right to refuse delivery if the buyer does not meet the seller’s creditworthiness requirements. Payment terms may also be updated based on reports received from Suomen Asiakastieto Oy. The seller always has the right to require advance payment, and the customer’s general payment terms may be changed without separate notice.

The buyer is responsible for verifying the accuracy of the order confirmation. Any remarks concerning the order confirmation must be made within 7 days from its date and no later than before delivery or the commencement of product manufacturing.

3. Seller’s Obligations

3.1 Delivery Time

Delivery times stated in offers are approximate and assume immediate ordering. The delivery time is calculated from the seller’s order confirmation. The delivery date stated in the order confirmation is not binding unless separately agreed. The seller will make every effort to deliver the ordered products within the stated time and will inform the buyer of any delays as soon as possible.

3.2 Delivery Terms

Ex Works – collected from the seller’s warehouse on the agreed date or during the agreed period, unless otherwise agreed.

3.3 Transfer of Risk

Risk transfers to the buyer when the goods are handed over to the buyer or to an independent carrier in accordance with the contract, unless otherwise indicated by the delivery term.

If the goods are not handed over on time due to the buyer or a circumstance on the buyer’s side, the risk transfers to the buyer when the seller has done what is required under the contract to enable delivery.

3.4 Warranty

The sold goods are covered by the manufacturer’s warranty in accordance with the manufacturer’s terms, unless otherwise agreed.

3.5 Product Characteristics

The seller is responsible for the quality and other characteristics of the goods only in accordance with the contract and other written information specifically provided by the seller in connection with the particular transaction.

3.6 Delay

The seller is not liable for damages even if the order is delivered after the date stated in the order confirmation, unless the delay is due to intentional misconduct or gross negligence by the seller. Upon becoming aware of a delay, the seller must promptly inform the buyer, stating the reason for the delay and the estimated new delivery date.

If the manufacturer of the goods or the supplier from whom the seller procures the goods fails to fulfill its contract and this causes a delay, the seller is not liable for any resulting damages.

If the goods are not delivered or are delivered too late, and this is not due to the buyer, the buyer does not have the right to demand delivery if circumstances have changed in such a way that the relationship between the originally agreed obligations has fundamentally altered.

3.7 Indirect Damages

The seller is not liable for indirect damages caused to the buyer by delay or defective delivery, such as production loss, loss of profit, or other consequential economic losses.

4. Buyer’s Obligations

4.1 Purchase Price

The purchase price is the price agreed between the parties. If no price has been agreed, the purchase price shall be the seller’s prevailing market price.

4.2 Payment Term

Unless otherwise agreed, the payment term is 14 days net in accordance with common industry practice. For warehouse deliveries, the payment term is calculated from the invoice date; for factory deliveries, from the delivery date.

4.3 Price Adjustment

The seller reserves the right to adjust prices if exchange rates, VAT, import charges, or other charges, taxes, or tax-like payments independent of the supplier change before the delivery date.

4.4 Late Payment

In case of late payment, the seller will send one payment reminder and is entitled to charge reasonable collection costs. If payment has not been received within 14 days of the due date, the seller will transfer the invoice to Svea for collection, unless otherwise agreed.

4.5 Securities

If security has been agreed upon, it must be provided before delivery begins. The seller may also require security for payment of the purchase price if there are substantial reasons to believe that the purchase price or part thereof will not be paid.

If the purchase price is not paid on time and this is not due to the seller, the seller may delay further deliveries until overdue payments are made or acceptable security is provided.

The seller may also withhold deliveries if it is evident based on the buyer’s notification or otherwise that the buyer’s performance will be substantially delayed. The buyer has no right to claim compensation for such delay.

4.6 Complaints and Correction of Defects

If the delivery is defective in any respect, the buyer must notify the seller within 8 days of the delivery date. The seller has the primary right either to remedy the defect or to deliver new goods.

In case of transport damage, the general practice is to note the damage on the consignment note at the time of receipt, take photographs, and notify the seller promptly.

If the customer wishes to return a product, it must be in saleable condition. Return terms are agreed on a case-by-case basis with the seller. In refund situations, the returned goods must generally have been received back at Spinea’s warehouse before the refund is processed.

5. Termination of the Contract

5.1 Buyer’s Right to Terminate

If the seller’s delivery materially deviates from the agreement and the deficiency is not remedied within a reasonable time after the buyer’s written notice, or if a delay attributable to the seller causes unreasonable inconvenience to the buyer, the buyer has the right to terminate the contract.

If the goods have been manufactured or acquired specifically for the buyer according to their instructions and cannot be otherwise utilized without significant loss, the buyer may terminate due to delay only if the purpose of the contract is substantially frustrated.

5.2 Seller’s Right to Terminate

If the purchase price is not paid on time and this is not due to the seller, the seller has the right to terminate the sale or the part concerning goods not yet received if the delay is substantial. The seller may also terminate if it is evident that the buyer’s performance will be substantially delayed.

The seller may also terminate if the buyer fails to cooperate as agreed or as reasonably required. The seller may terminate without liability if importation of the goods becomes impossible or substantially more expensive due to international agreements binding on Finland or import restrictions or other official measures (e.g., import quotas or increased customs duties).

5.3 Force Majeure

The seller is not obligated to fulfill the contract if natural obstacles, fire, machine breakdown or similar disturbance, strike, lockout, war, mobilization, export or import prohibition, lack of transportation, discontinuation of production, traffic disruption, or other obstacles beyond the seller’s control prevent delivery. The seller is not liable for damages caused by non-performance and may also terminate the contract.

6. Insurance

The parties shall insure the goods in accordance with the agreed delivery terms and allocation of responsibility. Other securities must be agreed separately.

7. Liability for Damage Caused by the Goods

The seller is not liable for damage resulting from integrating or using the goods in a context other than their intended purpose, or from actions taken according to incorrect instructions provided by the buyer.

The seller’s liability for direct damages is limited to the purchase price paid by the buyer.

If the seller is held liable to a third party for damage or loss and would be exempt from corresponding liability to the buyer under this section, the buyer shall indemnify the seller.

Once the goods are in the buyer’s possession, the seller is not liable for damage to:

immovable or movable property or consequential damage thereto
products manufactured by the buyer or products containing such products

This limitation does not apply in cases of gross negligence by the seller. If a third party presents a claim under this section, the receiving party must immediately notify the other party in writing.

8. Transfer of Ownership

Ownership of the goods transfers when the purchase price has been paid in full.

9. Notices

The sender is responsible for ensuring that notices sent to the other party are received.

10. Governing Law and Dispute Resolution

The contract is governed by the laws of Finland. If disputes cannot be resolved otherwise, a mutually approved third party shall be appointed. If no agreement is reached, the dispute shall be submitted to the Helsinki District Court.

By placing an order, the buyer accepts the above terms of sale.