Terms and Conditions of Sale for Fidelix Products
Updated: 12.5.2026
Terms and Conditions of Sale for Fidelix Products
1 Applicability
1.1 Unless otherwise agreed in writing, these terms and conditions apply to all sales, offers, and order confirmations of Products provided by Fidelix Holding Oy (Business ID: 2643583-8, a limited liability company incorporated under the laws of Finland) and its subsidiaries, affiliates and/or companies belonging to the same group (collectively “Fidelix Group” and individually “Company” or “Seller”) to the customer (“Buyer”).
2 Definitions
2.1 The “Products” or “Product” mean solely tangible, physical goods and materials which are delivered under these Terms and Conditions of Sale for Fidelix Products (“T&Cs of Sale”). For the avoidance of doubt, “Products” or “Product” does not include any software, cloud services, API, data produced by them or any other digital or electronically delivered services or solutions.
2.2 The cloud services, software products and APIs (“Cloud & Software”) are defined and delivered under Terms and Conditions for the Fidelix Cloud Services and Software Products (“Cloud & Software T&Cs”) available on Fidelix’s Website. If the Products you have ordered also include Cloud & Software, you acknowledge and agree that these terms apply only to the Products, and you confirm that you have also read the Terms and Conditions for the Fidelix Cloud Services and Software Products.
3 Priority of Documents
3.1 The documents of the agreement are in principle complementary to each other. In the event of any conflict between the documents of the agreement, the order of precedence is as follows:
1) Company specific terms & conditions available on the Company’s website, provided with the order confirmation or separate written agreement related to the Products (if applicable)
2) Terms and Conditions of Sale for Fidelix Products (“T&Cs of Sale”)
3.2 If Cloud & Software is provided with Products or independently, Cloud & Software T&Cs (available on Fidelix’s Website) shall apply to these products or services instead of the terms of this agreement.
4 Offer & Order
4.1 The Seller’s written offers are valid for thirty (30) days unless otherwise specified in the offer or unless the offer is revoked earlier by written notice. Oral offers, unless accepted by the Buyer, expire at the end of the day they are made. Acceptance of the delivery of Products without prior objection to these terms is considered acceptance. The Seller has the right to cancel a confirmed order at any time before the delivery of the Products by written notice with immediate effect if the Buyer breaches the terms of the order or these sales terms and fails to correct the breach within fourteen (14) days of receiving notification from the Seller and a request for correction.
4.2 Any general terms and conditions or other terms of the Buyer, including but not limited to terms attached to any order or other document of the Buyer, shall not be binding on the Seller unless expressly accepted by the Seller in writing.
5 Fees & Payment
5.1 The prices of the Products are in accordance with the Seller’s current price list and the delivery terms specified in section 4. The prices do not include value-added tax and other applicable taxes, customs duties, license fees, transaction or bank fees, etc., which will be added to the price as applicable.
5.2 Payments must be made within fourteen (14) days from the date of the Seller’s invoice, unless otherwise agreed. If the Buyer fails to make payment within the due date, the Seller may, at its discretion, consider the order breached, demand all unpaid amounts to be paid, and/or charge late interest on overdue payments, and/or cancel any orders and/or suspend any pending deliveries under any agreement/order with the Buyer.
5.3 Unless otherwise agreed, the late interest rate will be in accordance with the applicable Interest Act (Finland). If the late interest cannot be collected from the Buyer due to mandatory provisions of applicable law, the Buyer shall compensate the Seller for damages caused by the payment delay at a rate of zero-point five percent (0.5%) of the order value for each commenced week of delay.
6 Delivery and Transfer of Ownership
6.1 Unless otherwise agreed in writing, the delivery term for the Products is FCA Seller’s warehouse (Incoterms 2020). All delivery times provided by the Seller are estimates and are not binding.
6.2 Risk of loss or damage to the Products shall pass to the Buyer upon delivery of the Products to the Buyer’s possession or to the agreed place of delivery, whichever occurs first.
6.3 Ownership of the Products shall be transferred to the Buyer only once the purchase price and any accumulated late interest in overdue payments have been paid in full.
6.4 Where the parties have agreed in writing on a specific delivery date for the Products, the Seller’s liability for any delay shall be limited to liquidated damages amounting to one percent (1%) of the order value for each commenced week of delay, up to a maximum of ten percent (10%) of the total order value. The Seller shall not be liable for liquidated damages if the delay is caused by circumstances beyond the Seller’s reasonable control.
7 Resale, Installation & Use of the Product
7.1 The Buyer has the right to resell the purchased Products. The resale will be done in the Buyer’s own name and for the Buyer’s own account.
7.2 The Product may only be installed by a qualified and competent person who has received the relevant training. The Buyer’s personnel or its subcontractor’s personnel must participate in the Seller’s product training sessions and Seller shall maintain the knowledge and skills of its personnel. Installation and use of Products must be carried out in accordance with the current installation and usage instructions.
7.3 The Seller has implemented and maintains appropriate protective measures to manage information and cybersecurity risks related to the Products in accordance with applicable laws. The Buyer agrees to comply with and inform its customer or reseller about any reasonable information security and cybersecurity guidelines, policies, or instructions provided by the Seller from time to time, provided such guidelines are consistent with prevailing industry standards, such as ISO/IEC 27001, Cyber Resilience Act (EU 2024/2847), NIS2 directive (EU 2022/2555) or equivalent recognized frameworks. In any case, the Buyer is responsible for ensuring that appropriate protective measures, such as use of secure network infrastructure, access controls, encryption and incident response protocols, are taken when installing, commissioning and using Products in the Buyer’s or its customer’s environment.
7.4 The Buyer or end-customer (“End-User”) retains ownership of all possible data generated by or through the use of the Products (“User Data”). All User Data generated by the Products shall be collected, stored and processed exclusively in the End User’s own systems or third-party cloud services selected by the End-User unless otherwise agreed. End-User acts as the controller and processor of User Data and is responsible for sharing User Data at the request of its own customers in accordance with Regulation (EU) 2023/2854 (the “Data Act”, if applicable) and compliance with applicable data protection and cyber-security laws. In accordance with the “Data Act”, the Company shall make raw User Data generated by Products available to the End-User in a commonly used, machine-readable format.
8 Inspection Duty
8.1 The Buyer is obliged to inspect the Products upon delivery. Some features of the delivered Products may differ from the image or model in the product catalog. The Seller has the right to change the specifications of the Products, provided that the impact of these changes on the Products’ performance or functional characteristics is not considered substantially deviating from the original intended use. Such a change does not constitute a defect in the Product. Failure to inspect the Products upon delivery shall result in the Buyer forfeiting its right to make any claims regarding defects that could have been discovered upon such inspection.
8.2 Products delivered in accordance with the agreed quantity and quality may only be returned to the Seller if this has been agreed upon in writing in advance.
8.3 For verified quantity discrepancies, the Seller, at its sole discretion, will either compensate for the missing Products, arrange for the delivery of the missing Products, or arrange for the return of excess Products. Any claims regarding quantity discrepancies must be submitted to the Seller in writing without delay and no later than fourteen (14) days after delivery.
9 Warranty
9.1 Seller warrants and guarantees, with the limitations mentioned below, that the Products have the properties that were mutually agreed upon at the time of delivery. The Seller does not in any way guarantee the accuracy or exact conformity of the Products with the Buyer’s or third parties’ plans, models, or other specifications, unless specifically agreed upon.
9.2 Liability for defects and warranty does not apply to defects or damage caused in whole or in part by the actions of the Buyer or by the actions of a third party for whom the Buyer is responsible. The warranty is not valid if:
(i) Products are used in a place or under conditions that are not specified as the place of use of the Product;
(ii) Products are used for a purpose other than what they were designed for;
(iii) Products are used without complying with the law, regulations by officials or Seller’s instructions (for example regarding installation, commissioning or use);
(iv) Products have been assembled or installed incorrectly or without following good technical practice and professional practice, or have been used without proper maintenance;
(v) changes, modifications, replacements or repairs have been made to the Products without Seller’s consent;
(vi) defects result from normal wear and tear, including but not limited to the replacement of consumable components such as batteries;
(vii) Products have been stored incorrectly or in the wrong condition; or
(viii) Buyer or third parties are responsible for the damage.
9.3 The Buyer will remain fully liable for the acts and omissions of its subcontractors and other parties it engages. The warranty period for Seller’s equipment is two (2) years from the date of delivery of the Products. The warranty period for Products that are not manufactured by the Seller is determined in accordance with the order confirmation.
9.4 After discovering an error, the Buyer must immediately take measures to limit the damage. If the defect has occurred within the warranty period, Seller, at its sole discretion, will either replace or repair the defective Product or refund the price of the defective Product. The Seller has the right, but not obligation, to inspect all Products claimed to be defective. At the Seller’s discretion and reasonable cost, Buyer shall return the defective Products to the Seller, and those will become the property of the Seller.
9.5 The Buyer is fully responsible for its own costs, damages, losses or its liability to third parties that may arise when replacing or repairing the Products, such as for example removing defective Products or installing replacement Products. The replaced or repaired Products are given the same warranty period as the defective Products had remaining.
10 Limitation of Liability
10.1 The Seller’s total liability towards the Buyer shall not exceed the total price paid by the Buyer to the Seller under the order.
10.2 Neither party shall, in any event, be liable for any indirect, consequential loss or damage, such as (i) lost profits or revenue; (ii) loss of business or reputation or damage to business or reputation; (iii) loss of contracts or customers; (iv) destruction or loss of software or data; (v) damage or liabilities related to contracts with third parties
.
10.3 If any third party presents claims against the Seller for which the Seller would not be liable under these T&Cs of Sale, the Buyer undertakes to indemnify and hold harmless the Seller for any such damages, costs, and expenses incurred by the Seller in connection with such claims.
10.4 The limitations of liability do not apply to:
(i) damage caused intentionally or through gross negligence;
(ii) damages caused by a breach of confidentiality obligation in Section 14 or intellectual property rights in accordance with Section 11;
(iii) violation of Section 15 of trade sanctions or;
(iv) personal injury or death.
11 Insurance
11.1 The Seller has general liability and product liability insurance covering damages and losses caused by its Products up to one (1) million euros.
11.2 The Seller shall provide a certificate of insurance upon separate request from the Buyer.
12 Intellectual Property Rights
12.1 The sale and delivery of the Products to the Buyer does not transfer, assign, or grant any intellectual property rights related to the Products or any associated documentation, including but not limited to patents, copyrights, trademarks, trade secrets, designs, or any other proprietary rights, except for a non-exclusive, non-transferable right to use and/or resell the Product and its related documentation in the ordinary course of the Buyer’s business.
12.2 The Buyer shall not (i) reverse engineer, disassemble, or decompile the Products or any part thereof; (ii) remove, alter, or obscure any intellectual property notices, labels, or markings on the Products or documentation; (iii) copy, modify, or create derivative works based on the Products or documentation; or (iv) use the Seller’s trademarks, trade names, or logos without the Seller’s prior written consent, except as reasonably necessary for the resale of the Products.
12.3 The Products may contain Cloud & Software developed by the Seller or third parties, which own intellectual property rights or other rights to the software. Buyer agrees to comply with all license agreements and user terms available and Cloud & Software T&Cs in connection with the Product regarding the use of Cloud & Software supplied and/or embedded with the Products.
13 Force Majeure
13.1 The party shall not be liable to the other party for failure to perform its obligations due to circumstances beyond its reasonable control, including but not limited to fire, explosion, accident, labor disputes (including but not limited to strike, lockout, work stoppage), embargo, war (declared or undeclared), riot, cancellation of the supplier’s production, complete or partial breakdown of factory or machinery, shortcomings in network connections, natural disasters or acts of the enemy, actions by government authorities, general material or transportation shortages, or delay or failure of a subcontractor due to the aforementioned reasons.
14 Termination
14.1 Either party may, without prejudice to its other rights or remedies, terminate the order immediately by writing notice to the other party, stating the reason for the termination, if the other party:
(i) becomes insolvent, applies for, is subject to, or is declared bankrupt, or is placed in liquidation or a receiver is appointed for all or a substantial part of its assets; or
(ii) materially breaches the order or these sales terms and fails to remedy the breach fully within 30 days of receiving written notice of the breach from the party alleging the breach (including but not limited to breach of confidentiality obligations under Section 14, infringement of intellectual property rights under Section 11, failure to pay undisputed invoices when due or violation of trade sanctions under section 15).
14.2 Upon termination of the order for any reason:
(i) all outstanding amounts owed by the Buyer to the Seller shall become immediately due and payable;
(ii) the Buyer shall immediately return to the Seller all Products for which payment has not been received in full, at the Buyer’s expense;
(iii) the Seller shall be entitled to enter the Buyer’s premises to repossess any Products for which payment has not been received in full;
(iv) the Buyer shall immediately cease using any confidential information, intellectual property, or documentation provided by the Seller; and
(v) the Seller shall retain all rights to claim damages for any losses incurred as a result of the Buyer’s breach.
14.3 Termination of the order shall not affect any rights, remedies, obligations, or liabilities of the parties that have accrued prior to termination, including the right to claim damages in respect of any breach of the order or these sales terms that existed at or before the date of termination.
14.4 The provisions of Sections 10 (Limitation of Liability), 11 (Intellectual Property Rights), 14 (Confidentiality), 15 (Trade Sanctions), and 16 (Governing Law & Jurisdiction) shall survive termination of the order.
15 Confidentiality
15.1 Each party shall keep confidential and may not, without the prior written consent of the other party, copy or disclose to any third party the content of documents or information received from the other party in connection with the order (whether commercial, financial, or technical in nature and whether marked as confidential). Each party may only copy and use such confidential information in connection with the normal use of the Product.
16 Trade Sanctions
16.1 Respect to the fulfillment of the order, the Buyer and Seller undertake to comply with all applicable international trade sanctions, export controls, and embargoes imposed by relevant authorities, including but not limited to those enacted by the United Nations, the European Union, the United States Office of Foreign Assets Control (OFAC), and any other applicable governmental or regulatory body (collectively, “Sanctions Laws”). The Buyer represents and warrants that neither the Buyer nor any of its affiliates, directors, officers, employees, or agents is subject to or targeted by any Sanctions Laws, and that the Buyer will not use the Products, or permit any third party to use the Products, in any manner that would violate applicable Sanctions Laws.
16.2 The Seller reserves the right to immediately suspend or terminate any orders or pending deliveries, without liability, if the Seller reasonably believes that the Buyer’s use of the Products violates or may violate any applicable Sanctions Laws. Without limiting the foregoing, and unless otherwise specified in Council Regulations (EU) No. 833/2014 and (EC) No. 765/2006 (as amended), the Buyer must not: (i) sell, supply, transfer, export, or re-export, either directly or indirectly, Products to Russia, Belarus, or any other country or territory subject to comprehensive sanctions, or for use there; (ii) sell, license, or transfer intellectual property rights or trade secrets related to the Products and technology, nor provide materials or information protected by intellectual property rights or constituting trade secrets to such countries or territories. The Buyer must ensure that this restriction is adhered to throughout the entire supply chain, including resellers, end users and customers, and implement appropriate monitoring mechanisms.
16.3 The Buyer must promptly notify the Seller of any issues related to compliance with the second paragraph of Section 15, including actions by third parties that may hinder compliance with Section 13, and provide requested information regarding compliance with obligations to the Seller within two weeks.
16.4 If any provision of this Section 15 is violated, or if a party becomes a target of Sanctions Laws, this constitutes a material breach of the contract. The non-breaching party has the right to pursue legal remedies, including suspending or terminating orders, and to claim compensation for the damage incurred. The Buyer shall indemnify and hold harmless the Seller from any claims, losses, or expenses arising from the Buyer’s breach of this Section 13 or violation of applicable Sanctions Laws.
17 Governing Law & Jurisdiction
17.1 Orders and these sales terms shall be governed by laws of Finland, excluding its choice of laws principles and The United Nations Convention on Contracts for the International Sale of Goods (1980).
17.2 Any disputes, controversies or claims arising out of or related to the order, or these sales terms, or their breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.
17.3 Notwithstanding the foregoing, either party has the right to
a. claim any overdue and undisputed receivables based on the order or these sales terms at the district court of Helsinki
b. seek an interim injunctive relief or provisional remedy on an immediate basis from a court of competent jurisdiction if necessary to protect the party’s interests and rights.
18 Miscellaneous
18.1 Fidelix Group reserves the right to update its terms and conditions at its sole discretion by notifying the Buyer of the changes in writing within a reasonable time before the changes enter into force. Updated versions of the terms are available on Fidelix’s website.
18.2 Neither party may transfer any of its rights or obligations under these sales terms without the prior written consent of the other party. However, the Seller may transfer its rights and obligations without the Buyer’s consent if the Seller or the Seller’s assets are sold or merged. The Seller may also assign its receivables to a financial company.
18.3 If any clause in these sales terms is deemed invalid or unenforceable, it will not affect the validity of the other clauses in these sales terms. If a party does not exercise any of its rights under the order or these sales terms or waives its right to invoke any right under the order or these sales terms in any case, it does not limit the party’s right to later invoke its right in similar cases.