Fidelix Terms of Delivery

Fidelix Oy & Fidelix Tech Oy Terms of Delivery

1. Scope

These terms of delivery apply to deliveries and services provided by Fidelix Oy and Fidelix Tech Oy (later Fidelix) to its resellers in Finland.

2. Delivery contract

The delivery contract is deemed to be created when the reseller sends a written order or receives Fidelix’s order confirmation regarding the delivery. If the contract is created in another way, it is considered to be binding when Fidelix has taken measures to deliver the products and the reseller is aware of these measures.

3. Changes to the delivery contract

Changes or additions to the order, delivery content or delivery conditions made after the delivery contract is entered into are not binding without Fidelix’s written approval.

4. Prices

Unless otherwise stated, the prices in Fidelix’s reseller price list are VAT-free. Any other costs, such as delivery, transport and insurance costs and taxes are not included in the price list prices. The price does not include additional services provided by Fidelix, such as product installation, commissioning or preparation of plans and drawings. Fidelix reserves the right to publish a new price list or change prices at any time. Fidelix undertakes to notify the reseller of changes at least 1 month before they come into effect. For each order, the price list valid on the day the order is received applies.

5. Delivery terms

The delivery term is EXW (Incoterms 2020) warehouse in Finland, as defined by Fidelix.

The delivery date is the day when the product is ready to be picked up by the reseller at Fidelix’s warehouse and the reseller has been notified.

6. Terms of payment

The terms of payment are indicated in the written order. Unless otherwise agreed, the payment term is 14 days net. The invoice must be paid in full in accordance with the agreed payment terms. The invoice for the order is delivered at the same time as the products leave us for transport. After the due date, the reseller must automatically pay late interest fee on the delayed amount according to the interest rate stipulated in the Finnish Interest Act (1982/633), as amended from time to time. If the reseller’s payment is delayed, Fidelix has the right to refrain from new deliveries to the reseller.

7. Product sale, installation and use

The reseller has the right to resell Fidelix’s products in his own projects. The resale is made in the reseller’s own name and for his own account.

The product may only be installed by a professional and qualified person who has received the relevant training. The reseller must participate in product training every year and maintain the knowhow of its personnel. Installation and use must adhere to the installation and use instructions valid at any given time.

8. Changes in the products during the contract period

Some features of the delivered products may differ from the picture or model in the product catalog. Fidelix has the right to change the specifications of the devices or software, provided that the effect of the changes on the performance or functional characteristics of the devices is not considered to deviate substantially from the original purpose of use.

9. Right of ownership

The right of ownership to the products belongs to Fidelix until the reseller has paid the invoice in full.

Fidelix retains the product rights for all its own products as well as the rights to all the intellectual property rights related to the products, regardless of such rights having been registered or not. In the case of software products, the reseller receives a site-specific right of use. The software may not be copied, used or sold outside the intended site.

10. Redemption of the product

Fidelix has no obligation to redeem products. If a product redemption is separately agreed upon, the reimbursement that Fidelix pays to the reseller must be separately agreed upon in connection with the redemption.

The redemption option does not apply to customer-specific, separately assembled or designed products.

11. Inspection of the product

The reseller is obliged to check the product carefully immediately after receiving it. All defects must be immediately reported in writing to Fidelix. Otherwise, the customer is considered to have accepted the product as is. Latent defects must be reported in writing immediately after they are discovered.

12. Warranty

Fidelix warrants and guarantees, with the limitations mentioned below, that the delivered product has the properties that were mutually agreed upon at the time of purchase.

Liability for defects and warranty does not apply to defect or damage caused in whole or in part by the actions of the customer or by the actions of a third party for who the customer is responsible for. The warranty is not valid if:

  1. the product is used in a place or under conditions that are not specified as the place of use of the product
  2. the product is used for a purpose other than what it was designed for
  3. the product is used without complying with the law, regulations by officials or Fidelix’s instructions (for example regarding installation, commissioning or use)
  4. the product has been assembled or installed incorrectly or without following good technical practice and professional practice, or it has been used without proper maintenance
  5. changes or repairs have been made to the product without Fidelix’s consent
  6. the product has been stored incorrectly or in the wrong conditions
  7. reseller or third parties are responsible for the damage

The reseller is responsible for the actions and negligence of the subcontractors and other parties that are not its personnel it engages as for the actions and negligence of its own personnel. The warranty period for Fidelix equipment is two (2) years from the date of delivery of the product. The warranty period for products that are not manufactured by Fidelix is determined in accordance with the order confirmation.

After discovering the error, the reseller must immediately take measures to limit the damage. If the defect has occurred within the warranty period, Fidelix is obliged to repair or replace the defective product with a similar or equivalent product.

The reseller is fully responsible for the costs that may arise when replacing the product, such as for example removing the device or transporting it to Fidelix’s service. The repaired or replaced product is given the same warranty period as the replaced product had remaining.

13. Limitation of liability

Fidelix’s liability is fully defined in these terms of delivery. The reseller waives its other claims and rights towards Fidelix, regardless of their legal basis, including the right to a price reduction and termination of the contract. The customer has the right to claim compensation only for damage occurring in the product itself. Fidelix is not responsible for indirect costs caused by determining the cause of the damage or expert opinions. Fidelix is not responsible for any indirect or consequential damages. Indirect and consequential damage means, among other things, damage caused by errors or defects in the product, downtime, production losses and lost profit.

The conditions regarding the limitation or exclusion of Fidelix’s liability is also applied to the legal liability of Fidelix’s employees. These damages will not be compensated, unless Fidelix or the person in question has caused them intentionally or by acting with gross negligence.

14. Sanctions and export control

The reseller represents that it or any entity controlling it, or its beneficial owner is not subject to Economic Sanctions and that it will comply with all Sanction Orders. The reseller will not directly or indirectly export or otherwise supply any products or services or broker, finance or otherwise enable any transaction in violation of the Sanction Orders.

The reseller agrees, upon request, to promptly provide Fidelix with such information about itself and its customers as Fidelix may reasonably request to ensure the reseller’s compliance with this Section 14 and to be liable for any and all damages, liabilities, losses, fines, penalties and costs incurred by Fidelix or its affiliates arising out of or in connection with the reseller’s breach of this Section 14.

In addition to other remedies, Fidelix may terminate the supply contract with immediate effect by giving written notice to the reseller, without being liable to compensate the reseller for any loss or damage caused by the termination, if the reseller breaches the provisions of this clause 14.

For purposes of this Section 14, the term “Economic Sanction” means any economic sanction, restrictive measure or trade restrictive order imposed by the United Nations Security Council, the European Union, the United States of America or any other sovereign state; and the term “Sanction Order” means any law, regulation, order or decision implementing Economic Sanctions.

15. Confidentiality

The reseller shall keep Fidelix’s confidential information concerning for example Fidelix or its products or customers confidential from third parties. The reseller shall not use such information for any other purpose than to perform its tasks in accordance with this agreement.

16. Force majeure

Fidelix is not responsible for any delay or damage that occurs due to a force majeure. Force majeure events shall be defined according to general contract law and the principles related to general contract law.

17. Validity

These terms and conditions are valid until further notice. Fidelix has the right to change these terms of delivery at any time. Such changes do not apply to delivery contracts or orders that have already been entered into.

18. Applicable law and competent court

Finnish law applies to these terms of delivery and the delivery of products and services, excluding its choice of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Disagreements arising from or related to the delivery contract, which cannot be settled through mutual negotiations, will be resolved in the district court of Itä-Uusimaa.

19. Prevailing Language

These terms of delivery are available in English and in Finnish. In case of discrepancies between the two versions, the Finnish version shall prevail.