General Terms and Conditions of Sale

1. APPLICATION

These general terms and conditions of sale (“Terms”) apply to and form an integral part of all quotations andoffers offers made by Mectalent Oy (hereinafter “Mectalent” or “Supplier”), all acceptances, acknowledgements and confirmations by Mectalent of any orders by the purchaser (“Purchaser”) and any agreements ("Agreement(s)") regarding the sale by Mectalent and purchase by the Purchaser of goods and services ("Products"), also for future business transactions, unless and to the extent Mectalent explicitly agrees to otherwise in writing. The Supplier and the Purchaser hereinafter together as “Parties” or separately also as“Party”.

 

2. PRICES AND PAYMENT TERMS

Prices offered are in Euros (EUR) and do not include value added tax. Value added tax shall be added, whennecessary, to the final amount of the invoice on prevailing rate at the date of the invoice. All applicable customsduties, tariffs, duties, and taxes in the Purchaser’s location are the sole responsibility of the Purchaser.

Mectalent reserves the right to price adjustments in case of changes in production costs not attributable to Mectalent, such as major changes in prices of raw materials, labor, components, or in exchange rates and thelike. Mectalent shall inform the Purchaser of general changes in prices not less than thirty (30) days prior to the amendment. In case the Purchaser does not approve the change he is entitled to cancel the order within seven (7) days after having received the information of the change in price.

Payment shall be made according to the conditions set out in the quotation. Payment term shall be thirty (30) daysnet from the date of the invoice, unless otherwise agreed. Payments shall be made by wire transfer. The Productsshall remain the property of Mectalent until they have been paid in full with possible interest for delay. Theretention of title shall not affect passing of the risk under the applicable delivery term.

The Purchaser shall not resell, pledge, use, install, convert or process the Products in any way before they havebeen paid in full. A breach of this condition shall entitle Mectalent to cancel all orders and terminate the businessrelationship with the Purchaser with immediate effect.

Should the Purchaser fail to fulfill his liability to pay within the time of payment Mectalent shall be entitled tosuspend further deliveries without prior notice, and claim interest for any late payments. The interest shall beaccording to the Finnish Interest Act, or 11 % p.a., whichever is higher.

 

3. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP

Mectalent holds title to intellectual property rights which mean all forms of protection of intellectual propertyrights provided by then current legislation, including but not limited to, patents (including utility models), designpatents, and designs (whether or not capable of registration), chip topography rights and other like protection,copyright, trademark and any other form of statutory protection of any kind and applications for any of the foregoing respectively as well as any trade secrets and knowhow. Furthermore intellectual property rights shall include models, software, ideas, works, proposals for adjustments, and research results as well as drawings, layouts of Products, tooling, and any documents related to the before mentioned. Any drawings, samples,technical specifications and other knowhow and any other similar industrial rights shall not be used, expressed,copied, imitated, solicited, communicated or otherwise made available to a third party.

No intellectual property right of Mectalent shall transfer to the Purchaser unless specifically agreed separately inwriting.

Mectalent shall be entitled to claim compensation from the Purchaser in case of damage caused to Mectalentdue to an offence or breach of intellectual property rights by the Purchaser or the Purchaser’s affiliates. In case athird party initiates proceedings against Mectalent in relation to a breach of such intellectual property rights by thePurchaser, the Purchaser shall be liable for the costs and damages thereof. Furthermore, the Purchaser shall in addition be liable to Mectalent for any payments and additional charges upon a written request by Mectalent.

Title to all drawings, diagrams, technical specifications and instructions delivered to the Purchaser by Mectalent shall remain vested in Mectalent and they shall be returned to Mectalent upon request. The Purchaser shall gain no rights to such documentation and data/information therein.

The Purchaser undertakes not to reverse engineer, disassemble, decompile, alter, modify, adapt, create derivativeworks, translate, deface or convert into human readable form all or any part of any materials or informationprovided by Mectalent unless expressly authorized to do so in writing by Mectalent. Furthermore the Purchaserundertakes not to manufacture or have manufactured by a third party any products on the basis of material orinformation received from Mectalent.

 

4.  TERMS OF DELIVERY

 Unless otherwise agreed, the delivery term shall be FCA, Mectalent’s location specified in each order confirmation (INCOTERMS 2020). The delivery time is stated in Mectalent’s quotation for the Products. The final delivery timewill be confirmed in each order confirmation.

 

5. INSPECTION

The Purchaser is obliged to inspect the Products immediately and at the latest within fourteen

(14) days after the delivery of the Product. The Purchaser shall inform Mectalent of possible defects or faults within said time period. If Mectalent receives no notification of faults or defects within the time period, theProducts shall be deemed accepted.

 

6. PRODUCT LIABILITY

Mectalent shall be liable for any damage to persons or to property according to mandatory product liabilitylegislation. The limitations of liability shall apply to the extent permitted by applicable law.

 

7. WARRANTY TERMS AND MECTALENT’S LIABILITY FOR DEFECTS

Mectalent warrants that the products supplied by Mectalent, excluding any products provided by the Purchaser,are free from defects in material or workmanship for a period of twelve (12) months from the date of the finalacceptance of the product, or if no separate final acceptance procedure is used, from the date of installation of theproduct, or if no installation is required for the product, from the date of delivery of the product. However, themaximum warranty period is eighteen (18) months from the date of delivery of the product from Mectalent factory. If during the warranty period a product is found to have an aforementioned defect, Mectalent shall repair or replace, at its discretion, such product or its part within a reasonable time. Products or parts repaired or replaced by Mectalent under the warranty including labour shall be warranted for the remainder of the originalwarranty period of the product. On request, defective parts shall be delivered to Mectalent or stored for later inspection. The title to defective parts shall transfer to Mectalent upon delivery of the replacement part.

 In order for the product warranty to be in effect, the Purchaser is required to perform preventive maintenance ofthe products in accordance with the maintenance manual provided by Mectalent upon the delivery of theproducts in question. In case customer does not comply with the preventive maintenance procedures during the warranty period, the warranty for the products supplied by Mectalent shall lapse.

Condition for this warranty is that a written notification is provided to Mectalent within thirty

(30) days from the discovery of the defect with a detailed product information and explanation of any allegeddeficiencies, and that such product is made available for Mectalent’s inspection. Mectalent shall make the finaldetermination as to the existence and cause of any alleged defect.

The warranty covers only parts and labour. Customary lodging and travel expenses resulting from the warranty work shall be paid by the Purchaser.

Excluded from the warranty are the following: (a) normal wear and tear and consumable parts;

(b) defects attributable to the operation and maintenance of the product that is erroneous, incorrect, in-adequate or contrary to the operating instructions; (c) defects attributable to environmental conditions or a change inconditions that is detrimental or hazardous to the product operation; (d) defects attributable to the product being repaired and/or installed and/or modified by someone other than Mectalent or an authorized representative of Mectalent, or contrary to instructions given by Mectalent or an authorized representative of Mectalent; and (e)defects attributable to third party products.

The warranty shall be void if the product is without Mectalent’s prior written consent: (a)dismantled and/or reinstalled; or (b) resold to a third party.

No warranty is made with respect to custom products or products produced to customer’s specifications exceptas specifically stated in writing by Mectalent in the contract for such custom products.

These terms shall be applied worldwide. 

MECTALENT MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, EITHER IN FACT, OR BY OPERATION OF LAW, AND MECTALENT EXPRESSLY EXCLUDES AND DISCLAIMS ANY WARRANTY OFMERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. MECTALENT SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR INDIRECT DAMAGE AND THE LIABILITY OF MECTALENT SHALL NOT UNDER ANY CIRCUMSTANCES EXCEED THE PURCHASE PRICE OF THE PRODUCT.

The Purchaser acknowledges and agrees that Mectalent has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect anallocation of risk between the Parties, and that it forms an essential basis of the agreement between the Parties.

 

8. CONFIDENTIALITY

All information related to the Products and its provision is confidential. Each Party undertakes to keepconfidential all materials, data, and information it receives from the other Party, which have been specified to be confidential or which should be considered confidential due to the nature of the information, regardless of theformat in which they have been provided. While providing the Products or after it, the Supplier shall not useconfidential information for its own benefit or disclose such information to others, taking however intoconsideration what has been agreed in Section 3.

The confidentiality obligation does not however cover data:

1. that is generally available or is otherwise made public,

2. that a Party has received from a third party without confidentiality obligation,

3. that a Party has independently developed without utilizing confidential information received from the other Party, or

4. that a Party is obligated to hand over under legislation or authority

The employees of the Supplier have committed to confidentiality in writing in accordance with this confidentialityobligation clause, or an equivalent clause. the Supplier undertakes to ensure that its employees are under validconfidentiality agreements. This confidentiality clause shall not restrict the Supplier’ right to utilize any competence or knowhow accumulated during the project.

 

9. INFORMATION SECURITY AND DATA PROTECTION

The Parties undertake, each to the extent to which it is concerned, to ensure information security and theprotection of privacy when personal data is processed and to comply with any legal provisions regarding them. Incase the Parties process any personal data within the project, the Parties will enter into a separate dataprocessing agreement.

the Supplier shall not be held responsible for information security or interruptions beyond its control, such as the information security of the public Internet network and any interruptions occurring in it.

The Purchaser is responsible for backing up any data, files, and documents it stores into the Products or usingthe Products and for verifying their functionality, unless otherwise agreed in writing.

10.  VALIDITY OF THE CONTRACT

Unless otherwise agreed in the contract between the Parties, the following shall apply:

A contract made for an indefinite period shall remain in force until either Party terminates it in writing to theparty’s contact person specified in the Order confirmation and the period of notice has passed. The notice periodis two (2) months.

A project-type contract shall remain in force until the Product has been accepted. The Purchaser accepts theProduct by paying the invoice sent for the Product, however at the latest within 30 days after the date of theinvoice, unless the Purchaser has informed of a defect in the Product.

 

11. TERMINATION OF THE CONTRACT

If the Purchaser neglects to pay the invoice for the Product it has purchased by the due date, the Supplier shallhave the right to immediately cease providing the Product and to collect a late payment interest on the outstandingamount.

 

12. RIGHT TO USE AS REFERENCE

 The Supplier reserves the right to use the Purchaser as a reference and to include the Purchaser 's name andcompany logo as well as contact information in paper, printed or electronic form in its lists of clients and partners.

 

13. ORDER OF PRECEDENCE

The contents of the contractual relationship between the Supplier and the Purchaser shall be determinedaccording to this contract and the related documents as follows:

1. Mectalent’s order confirmation

2. Mectalent’s quotation

3. These General terms and conditions of Mectalent

 

14. ASSIGNMENT OF CONTRACT

The Purchaser shall not have the right to assign this contract even partially without the written consent of theSupplier. The Supplier has the right to assign the contract to a company that is part of the same group or in thecontext of a transfer of business, to the acquiring company. The Purchaser shall be notified of any such transfer. The Supplier also has the right to assign any outstanding claims to a third party.

 

15. VALIDITY PERIOD OF THE TERMS AND CONDITIONS 

These Terms shall remain in force for the time being. The Supplier may update and amend these Terms. ThePurchaser shall be notified of any changes before their coming into force.

 

16. FORCE MAJEURE

Mectalent shall not be liable for delays in delivery or failure to manufacture or deliver due to (a) causes beyondMectalent’s reasonable control; (b) acts of God, acts of the Purchaser, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, pandemics, quarantine, restrictions, war, riot, delays in transportation or carshortages; (c) causes beyond Mectalent’s reasonable control to obtain necessary labor, materials, components, or manufacturing facilities, or accidents to machinery; or (d) due to any other commercial impracticability.

In the event of such a delay, the delivery date shall be postponed for a period equal to the time lost by reason ofsuch delay. Mectalent shall, where feasible, promptly advise the Buyer of the occurrence of such cause of delay,and of its effect upon delivery.

 

17.   GOVERNING LAW AND DISPUTES

These General Terms shall be governed by the laws of Finland. United Nations Convention on Contracts for theInternational Sale of Goods (CISG) shall not apply

Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validitythereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber ofCommerce. The number of arbitrators shall be one. The seat of arbitration shall be Oulu, Finland. The language ofthe arbitration shall be English.

The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminaryinjunction or other interim or conservatory relief as necessary, without a breach of this arbitration agreement and without any abridgment of the powers of the arbitrators.

However, Mectalent shall, at its sole discretion, have the right to bring an action based on unpaid invoices againstthe Purchaser in any competent court, which in such cases shall be the first instance legal forum.