These general terms and conditions (the Terms) apply to all subcontracting contracts between Combi Works Oy (CB) and its customers (Customer) regarding the manufacture and delivery of industrial components, subassemblies and products to the Customer (the Products), to the extent nothing contrary to the contents of these Terms has been stated in Combi Works’s offer or order confirmation (see opposite page).
Combi Works is a contract manufacturer of industrial components, subassemblies and products. CB has a network of suppliers, who have been audited and whose production processes and quality systems have been approved by CB. When needed, Combi Works will find and include new suppliers to its network in order to fulfill the demand of its customers. CB bears responsibility of the production process and the quality of the main process of the suppliers included in its supplier network, subject to these Terms. In addition, CB uses suitable OEM producers for the manufacturing of the Products as well as components for the Products. These suppliers and OEM producers are hereinafter together referred to as CB’s Suppliers and separately referred to as Suppliers and OEM Producers, respectively. CB will audit the production processes and quality systems at the Suppliers’ production site for the production of the Products. This audit comprises the Suppliers’ in-house production of sub-components and assemblies. CB will support and develop the Suppliers’ quality processes and perform regular on site audits to ensure this.
Combi Works Suppliers
All Suppliers and OEM Producers used by CB are included in Combi Works´ Supplier Network. The Customer accepts that all direct business transactions for fulfillment of the Customer’s orders will remain between CB and CB´s Suppliers. The Customer is not entitled to do business directly or indirectly with Combi Works’ Suppliers, unless Combi Works upon received request refuses to supply Customer with the pertinent Products.
The Customer is expressly prohibited from communicating with combi Works’ Suppliers or their personnel with respect to the orders, the Products or these Terms and/or subcontract management issues, pricing, payments, specific tasking or performance under tasks related to the cooperation between Combi Works and the Customer, without the prior written consent of Combi Works.
Specifications and Drawings, Certifications
Information and data concerning the Products are binding only to the extent that they are notified in writing to Combi Works by the latest when the Customer places its order.
The Customer shall, not later than at the agreed date, provide free of charge all information and drawings necessary to manufacture and assemble the Products. Combi Works will have the Products produced by Combi Works’ Suppliers according to the Customer’s specifications. Combi Works has no obligation to secure the accurateness of the information received, if not otherwise specifically agreed between the parties. Combi Works assumes no responsibility that the specifications fulfill any or all EU or national regulations. The Customer accepts that the responsibility for the specifications and the final Products will remain with the Customer. All necessary Products certifications, if any, are the responsibility of the Customer. Combi Works can help in finding a suitable organization for testing or certification, if separately agreed.
Prices and Payments
All prices are quoted and agreed in Euros and excluding VAT, unless otherwise specified by Combi Works. If no Product or transportation prices are mentioned in the order confirmation, Combi Works´ current list prices shall apply. CB has the right to amend the offered prices prior to delivery, should CB consider this needed due to changes in raw material prices, energy or transport prices or due to changes in currency rates, foreign or national customs, taxes and other governmental cost and charges. The agreed unit prices exclude all handling and transport prices, customs, taxes and other governmental cost and charges, if not otherwise agreed. All such costs shall be borne by the Customer. If prices are quoted FCA (Incoterms 2010, Free Carrier), Combi Works determines the mode of transport.
Additional costs for any fast-track delivery service that may be necessary in order to meet any specific delivery deadline shall in all cases be borne by the Customer, if not otherwise agreed in writing.
The Customer shall pay for the Products and all agreed costs in compliance with the payment terms set forth in the offer or order confirmation. If no payment schedule have been quoted, Combi Works shall invoice 50% as a down payment and 50% payable with five (5) days payment notice.
The Customer shall pay a yearly penalty interest for delayed payment amounting to sixteen (16) percent. Combi Works shall have the right to suspend its performance of the Contract until it receives payment. After two weeks of payment delay Combi Works is entitled to terminate the Contract forthwith and to demand full compensation for this from the Customer. Said suspension and termination rights also include anticipated payment or performance delays. Payment shall in no case be deemed to have happened before Combi Works’ agreed bank account has been fully and irrevocably credited with the invoiced amount. Bank charges may not to be deducted from the payment.
Contract Period and Forecasts
Combi Works undertakes to provide the Customer with and the Customer undertakes to order the Products solely from Combi Works for an initial Contract Period of three years commencing from the date of the confirmation of the first order. Thereafter, the Contract Period shall be automatically renewed for consecutive periods of one year, if not terminated in writing by the latest three months prior to the end of each Contract period.
The Productsshall be purchased on the Terms herein referred to and in accordance with mutually and semi-yearly in advance agreed production volumes and delivery schedules. However, prices, specifications and delivery terms are to be separately agreed upon in advance for each Product order. The Customer undertakes to order Products in compliance with the production and purchase estimates stated in advance by Customer with the RFQ.
The Customer acknowledges that Combi Works’ prices and other Product and delivery terms are dependent on the production volumes and schedules agreed between Combi Works and CB´s Suppliers. In case the Customer fails to order in accordance with the agreed terms it shall pay Combi Works ten thousand (10 000) Euros for each such omission, as a fee for the providing of Combi Works Supplier Network and as an agreed compensation for Cobi Works´ loss of business.
Passing of Risk, Title
The passing of the risk for the Products shall take place when the Products leave Combi Works´ Supplier’s premises, if otherwise not agreed. Title to the Products is vested in the Customer when the Products have been paid for in full, provided that such retention of title is valid under applicable national law. This retention of title shall not affect the passing of risk. The Customer shall at the request of Combi Works take any necessary measure to protect Combi Works´ title to the Products.
Sourced OEM Components
All OEM products and components must be adequately and sufficiently specified in advance by the Customer, by the latest when ordering the relevant Products from Combi Works. To the extent any Product or component detail has not been specified as herein referred to, said detail is accepted by the Customer as ordered by CB. Combi Works can only guarantee a normal component quality level as delivered by its OEM Producers.
Combi Works maintains a random test process to test the quality of the Products. However, on the Normal Service Level this will not ensure a one hundred percent quality level of the Products. Unless otherwise agreed, Combi Works always performs its tests in compliance with the Normal Service Level. If a higher quality level is requested by the Customer, then Combi Works will offer the Customer the Extended Service Level, which includes setting up an extended testing service at the production site. This will be separately quoted and charged for.
Neither party shall be liable for any delay in meeting or for failure to meet any of its obligations under these Terms due to causes outside its reasonable control including, but not limited to, any labour disputes, war, riot, fire, acts of any government authority or failure of electricity supply, nature catastrophes and exceptional weather conditions as well as customs procedure delays and transport vehicle breakdown. The party claiming Force Majeure shall promptly inform the other party thereof in writing. In the event of Force Majeure the performance of the Agreement shall be suspended for a reasonable period of time, subject, however, to the termination right stated in these Terms.
All industrial production and logistics include reasonable variations in time schedules. Combi Works cannot ensure one hundred percent delivery precision in matters outside its control. Combi Works shall use its best efforts to ensure that its Suppliers follow rigid production procedures in order to give the Customer the best delivery performance possible. Combi Works shall also strive to build buffers in its delivery times, in order to reduce risks for delays in transportation.
Delays and Compensation
If delay in delivery is caused by Force Majeure according to these Terms or by an act or omission by the Customer, such as delayed, incomplete or altered product or manufacturing specifications, the time for delivery shall be extended by a corresponding time period or a time period which is reasonable, having regard to all the circumstances in the case. If the Product, or part of it, is not delivered at the agreed time for delivery (as prolonged, when applicable, in compliance with the previous paragraph of these Terms) the Customer is entitled to liquidated damages, payable at the rate of 0,5 percent of the agreed Net Purchase Price (i.e. excluding taxes, customs duties, transportation and packaging as well as other costs to be added to the Net Purchase Price) for the delayed part of the Product for each completed week of delay. However, the liquidated damages shall not exceed five (5) percent of the agreed net Purchase Price. The Customer must claim the herein above referred to liquidated damages within one (1) month from the date when the pertinent delivery should have taken place. The Customer is not entitled to any other compensation due to delay, than the herein referred to liquidated damages. All other claims against Combi Works shall be excluded, except for in cases of Combi Works’ gross negligence. The Customer is not entitled to terminate its Product order due to delay in delivery during the period when the Customer is entitled to liquidated damages for the delay.
Should the delay of delivery be caused by delay in the transportation of the Products, and provided that the delivery terms are not agreed FCA Incoterms 2010, then the Nordic Transportation Society’s PSYM 2000 delivery terms shall apply also to Combi Works’s liability for the delay, instead of the terms stated in these Terms hereinabove.
Liability for Defects and Damages
Combi Works is not liable for defects or damages arising out of materials provided or designs specified by the Customer. Combi Works is not liable for damages to products manufactured by the Customer or to products of which the Customer’s Products form a part or for damages to persons due to such damages or due to the Products’ hazardous features. The Customer shall indemnify and hold Combi Works harmless, if Combi Works incurs liability towards any third party for such damage to property or person.
Combi Works’ liability for defects in the Products is in all cases limited to defects which appear within one(1) year from production date and before the Products have been used in the Customer’s production or attached to other products not delivered by Combi Works. The Customer shall within one (1) week from observation notify Combi Works of such defect, in order not to lose its right to have the defect remedied. Such notification shall define the pertinent defect, state the date when the defect has been revealed and shall include at least photo evidence of the defect. The Customer shall without delay take all reasonable measures in order to limit the damages caused by any defect in the Products. The limitations of Combi Works’ liability hereinabove shall not apply in cases of gross negligence on its behalf.
Combi Works is in all cases entitled to remedy the defected Products by delivering new corresponding Products to the Customer instead, to equal amount. The delivery of the correct amount of new corresponding products to the originally agreed place of delivery shall constitute full settlement of Combi Works’ liabilities for the pertinent defect. If a notice referred to hereinabove has been given and no defects are found in the Products then Combi Works shall be entitled to compensation for the costs it has incurred as a result of the notice.
Save as otherwise stated in these Terms there shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts and business or for any other consequential or indirect loss whatsoever.
The Contracting Parties undertake to treat all commercial and technical details disclosed under the business relationship as business secrets, if such details are not in the public domain. The same obligation must be imposed on the Customer’s subcontractors as well as the Suppliers.
Non-competition and Non-solicitation
The Customer undertakes for the Contract Period and for a time period of twenty four (24) months thereafter to, directly or indirectly, refrains from:
1. Negotiating with or placing orders directly with any of Combi works’ Suppliers,
2. Solicitating or enticing away any of Combi Works’s employees, Combi Works’s Suppliers or their employees.
The Customer is liable to compensate any and all damage suffered by Combi Works through a breach against this undertaking, including all direct and indirect losses hereby incurred. In addition, the Customer must pay liquidated damages to Combi Works amounting to the higher amount of one half of the Customer’s accrued Product purchase amounts (less VAT) for the last calendar year or one hundred thousand (100 000) Euros for each breach of its herein stated obligations.
Industrial Property Rights
The Customer guarantees that all ordered Products shall be free of third-party property rights and, in particular that no patents, licences or any other industrial property rights of third parties shall be infringed by the manufacturing and delivery of the Products.
The Customer shall indemnify Combi Works and its suppliers against claims made by third parties due to any infringements of industrial property rights and shall bear all costs that Combi Works and/or its suppliers incur in this connection.
Either party may terminate the Cooperation Contract constituted through these Terms and the Customer’s order immediately by written notice to the other party, if the other party:
1. Commits a material breach of any of its obligations under these Terms and fails to remedy that breach within 30 days of receiving written notice of it; or
2. Has a winding up petition presented or enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of amalgamation or reconstruction without insolvency) or makes an arrangement with its creditors or applies for an administration order or has a receiver or manager appointed over any of its assets or, generally, becomes unable to pay its debts.
3. If the other party is in a state of Force Majeure according to these Terms and is not able to fulfil its obligations for a time period that has lasted longer than 60 days. On termination of the Cooperation Contract any rights of both parties which arose on or before termination shall remain unaffected.
1. All notices between the parties shall be in writing. The notices must be sent to the expressly given contact address of the recipient or to such other contact address, as the other party adequately may have notified from time to time. The notices may be delivered either by email or by telefax and shall be deemed to have been served when an email or fax confirmation of transmission is received.
2. Neither party shall assign or otherwise transfer any of its rights and obligations without the prior written consent of the other party.
3. No purported or contended alteration of these Terms shall take effect unless made in writing and signed by an authorised representative of each party.
These Terms shall be governed by the laws of Finland.
Settlement of Disputes
The parties shall attempt to resolve any dispute relating to these Terms amicably through negotiations.
Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof shall be finally settled by arbitration held in the English language in Helsinki, Finland, by one arbitrator in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce.
Combi Works Oy Copyright © 2017 Mechelininkatu 6 Helsinki Finland, FI-00100 tel: +358 10 2193080, firstname.lastname@example.org