General terms of sale for domestic trade

These general terms apply to domestic sales of products (the “Goods”) between Kiilax Oy (the “Seller”) and the customer (the “Buyer”).

1. Scope and formation of the contract

A contract is formed when the Seller confirms the Buyer’s order in writing, by email, order confirmation or framework agreement. The order of precedence of documents is:

The Seller’s order confirmation
The quotation accepted by the Buyer
The framework agreement, if any
These general terms of sale

2. Properties of the Goods and technical advice

The quality and properties of the Goods are determined by the information specifically stated in the Contract. Information in brochures, advertisements or price lists does not form part of the Contract unless specifically agreed.

The Buyer is responsible for assessing the suitability of the Goods for its intended use. Any technical advice given by the Seller is advisory in nature.

3. Price

The purchase price is the price stated in the Seller’s quotation or current price list at the time of sale. Prices exclude VAT, which is added at the rate applicable when invoicing.

Unless otherwise agreed, the delivery term is EXW the Seller’s warehouse, Kiilax Oy (Incoterms 2020). The Buyer pays transport and packaging costs.

4. Payment terms

Payment is due within 14 days net of the invoice date, unless otherwise agreed.
Late payment interest is charged under the Finnish Interest Act.
The Seller may suspend deliveries until overdue payments are paid in full.
The Seller may require advance payment or security before delivery.

5. Delivery and transfer of risk

The Goods are delivered according to the agreed delivery term. Risk transfers to the Buyer under that term.

6. Retention of title

Title to the Goods remains with the Seller until the purchase price has been paid in full. Until title passes, the Buyer must store the Goods carefully and insure them for their full value.

7. Delay

The Seller must promptly inform the Buyer of a delivery delay. If the delay is not caused by the Buyer or force majeure, the Buyer may cancel the sale in respect of the delayed delivery if the Goods are not delivered within a reasonable additional period.

If the Buyer delays collection or acceptance, the Seller may store the Goods at the Buyer’s cost and risk.

8. Defects and complaints

The Buyer must inspect the Goods promptly upon receipt. Any detected defects or shortages must be reported in writing within 10 days of receipt. If a defect occurs, the Seller may, at its discretion:

Supply replacement Goods
Remedy the defect
Refund the purchase price of the defective Goods

The Seller’s liability is limited to these measures.

9. Limitation of liability

The Seller’s liability is limited to the purchase price of the supplied Goods. The Seller is not liable for indirect losses, such as lost profit or interruption of production. This limitation does not apply to intentional misconduct or gross negligence.

10. Force majeure

The Seller is not liable for delay or failure to deliver caused by force majeure, such as a strike, fire, natural disaster, war or restrictions imposed by authorities. The Seller must promptly inform the Buyer when such an event occurs.

11. Intellectual property rights

All intellectual property rights in drawings, designs, documents and materials remain with the Seller. The Buyer may use them only for the purpose specified in the Contract.

12. Termination

A party may terminate the Contract if the other party commits a material breach and fails to remedy it within 30 days of written notice.

The Seller may terminate the Contract immediately if the Buyer becomes insolvent or is declared bankrupt.

13. Other terms

The Buyer must keep the Seller’s trade and professional secrets confidential.

The Buyer may not transfer the Contract to a third party without the Seller’s written consent. The Seller may transfer the Contract in connection with a transfer of its business.

14. Governing law and dispute resolution

The Contract is governed by Finnish law.

The parties will first seek to resolve disputes through negotiation. If no settlement is reached, disputes are resolved by the district court at the Seller’s domicile.

Updated 25 August 2025.