General Terms and Conditions of Sale of Testhouse Nordic AB, filial i Finland in Business Transactions with Entrepreneurs (GTCs)
1. General – Scope
a. These General Terms and Conditions of Sale will apply to all contracts for deliveries and services, in particular to offers, purchase contracts, deliveries, and services, as well as to contractual obligations through the commencement of contract negotiations, contract initiation, and similar business contacts between Testhouse Nordic AB, filial i Finland and entrepreneurs, legal entities under public law, or special funds under public law (hereinafter referred to as "Customer"). They will apply to all present and future business relationships in the version that we made known to the Customer when the respective contractual obligation came into being.
b. The product range, also in our online store, is aimed exclusively at entrepreneurs (i.e., natural or legal persons or partnerships with legal capacity acting in the exercise of their commercial or independent professional activity when concluding the transaction) as well as legal persons under public law and special funds under public law. The Customer confirms this when registering and when placing an order in the online store.
c. Our General Terms and Conditions of Sale will apply exclusively. Deviating, conflicting, or supplementary general terms and conditions of the Customer will not become part of the contract, even if we are aware of them and without separate objection by us in individual cases, unless their validity is expressly agreed to in writing.
d. If Testhouse Nordic AB, filial i Finland sells merchandise and does not manufacture its own products, we are not obliged to maintain or implement our own quality assurance system (e.g. ISO 9001) or comparable certifications. References by the customer to quality assurance agreements, purchasing terms and conditions, or other QM requirements shall only apply to the extent that they are practicable for the proper delivery of the ordered products without Testhouse Nordic AB, filial i Finland having to assume its own production or certification obligations. Special requirements of the customer that go beyond the mere delivery (e.g., TL approvals, special certifications) shall only apply after a separate written agreement between Testhouse Nordic AB, filial i Finland and the customer.
e. If Testhouse Nordic AB, filial i Finland changes these terms and conditions, these terms and conditions shall become part of the contract for continuing obligations in the new version communicated in writing, indicating the amended provisions, if the customer continues the continuing obligation and does not object within one month. Testhouse Nordic AB, filial i Finland will indicate in the notification of the new version that silence in response to the notification will be deemed acceptance of the amended General Terms and Conditions of Sale.
2. Conclusion of contract
a. The offers of Testhouse Nordic AB, filial i Finland are non-binding. Information in brochures, online offers, and other advertising media is not binding. We reserve the right to make technical changes and changes in shape, color, and/or weight within reasonable limits.
b. Conclusion of contract in the online store: our offers are non-binding. aa. By placing an order in the online store, the Customer makes a binding offer to purchase the relevant product. Testhouse Nordic AB, filial i Finland may accept the offer until the end of the third working day following the day of the offer. bb. Testhouse Nordic AB, filial i Finland will send the Customer a confirmation of receipt of the offer immediately after receipt of the offer; this does not constitute acceptance of the offer. The offer will only be deemed accepted by Testhouse Nordic AB, filial i Finland as soon as we declare acceptance to the Customer (by e-mail) or dispatch the goods. The contract with the Customer is only concluded upon our acceptance.
c. Quality of the goods and services, definition of the term "guarantee" aa. All information, drawings, illustrations, descriptions, and information on weight, dimensions, or capacity as well as other descriptive details and information on compliance with legal requirements are intended to provide an overview of the item, regardless of whether they are announced in a catalog, on shipping bills, invoices, packaging, or otherwise. Such descriptions are not part of the contract. If the description of an item deviates from the manufacturer's description, the manufacturer's specifications will apply in case of doubt. Testhouse Nordic AB, filial i Finland will take all reasonable measures to ensure the correctness and accuracy of the description, without, however, making it the subject of the contract, assuring, or guaranteeing it. Liability for the correctness, completeness, and accuracy of the description will not be assumed by Testhouse Nordic AB, filial i Finland. bb. If product offers contain the reference "x years guarantee", this always refers to the manufacturer's product-related guarantee, the content of which is determined solely by the manufacturer (guarantor). A guarantee in the legal sense is therefore not promised by Testhouse Nordic AB, filial i Finland. cc. Technical information by Testhouse Nordic AB, filial i Finland, advisory activities, product demonstrations, and test measurements will only be part of the scope of services owed by Testhouse Nordic AB, filial i Finland if this has been expressly contractually agreed in text or written form.
d. By placing an order for goods, the Customer makes a binding declaration that they wish to purchase the goods ordered. Testhouse Nordic AB, filial i Finland is entitled to accept the offer contained in the order within 5 working days of receipt.
e. The conclusion of the contract is subject to correct and timely delivery by upstream suppliers. This reservation will not apply if Testhouse Nordic AB, filial i Finland is responsible for the incorrect or untimely delivery, in particular in case of missing or untimely conclusion of a corresponding contract with upstream suppliers.
3. Prices
a. The prices are ex works, excluding packaging and shipping and plus the respective statutory VAT.
b. The prices printed in advertising mailings or other temporary advertising material are the prices valid on the day of printing or for the period stated in the advertising. Prices are subject to change until acceptance of the offer.
c. For offers made on the website of Testhouse Nordic AB, filial i Finland or in text form, the respective valid list prices of the manufacturer will apply; these may change at short notice. Any discounts (quantity discounts or similar) will be shown in the offer.
4. Terms of payment
a. Invoices are sent as e-invoices to the e-mail address generally or individually specified by the Customer/invoice recipient or to their order e-mail address, unless the parties agree otherwise.
b. Unless otherwise stated in the order confirmation or these Terms and Conditions, invoices are due immediately and without deduction. In the case of bank transfers, the timeliness of payments is determined by the crediting of the payment to our account. Testhouse Nordic AB, filial i Finland is entitled to offset payments against the oldest due invoice even if the Customer's repayment provision is contrary to this. If delivery on account has been agreed upon, our invoices will be due for payment without deduction within 30 days of dispatch of the goods and receipt of the invoice unless otherwise agreed in individual contracts.
c. For contracts that are concluded directly in the online store of Testhouse Nordic AB, filial i Finland, the further payment and delivery conditions regulated on the Testhouse Nordic AB, filial i Finland website on the "Order Information" page will take precedence over these GTCs.
d. If a payment date has not been agreed upon, the occurrence of default will be governed by the statutory provisions of Finnish law. During the period of default, the Customer will pay statutory interest on the debt. Testhouse Nordic AB, filial i Finland will be entitled to charge reasonable reminder fees.
e. If the Customer is in default of acceptance, the purchase price will become due on the date of the declaration of readiness for dispatch.
f. The Customer will only be entitled to offset if their counterclaims have been legally established or recognized by us.
g. The Customer may only exercise a right of retention if their counterclaim is based on the same contractual relationship.
h. In the event of direct debit returns or bounced checks, all claims arising from the current business relationship will become due for payment immediately.
5. Delivery and performance time, partial deliveries, reservation of self-delivery, delay, plea of uncertainty, payment in installments
a. Delivery dates or deadlines are only binding if they have been designated as binding by us. They must be in text or written form.
b. We will only be in default by means of a reminder from the Customer, even if a time is determined or determinable according to the calendar. In the event of a delay in delivery by Testhouse Nordic AB, filial i Finland, the Customer will be entitled to set a reasonable grace period in writing, usually of at least three weeks with a threat of refusal, and after its fruitless expiration to withdraw from the order with regard to the delayed delivery.
c. As we generally purchase our products from manufacturers/suppliers, we may withdraw from the contract if we ourselves are not supplied on time or correctly despite matching orders. If the non-observance of a delivery period is due to force majeure, war, labor disputes, unforeseeable obstacles, or other circumstances for which Testhouse Nordic AB, filial i Finland is not responsible, in particular also if such circumstances occur with upstream suppliers, the delivery or performance period will be extended appropriately; this will also apply in particular in the event of defective or missing self-supply, traffic or operational disruptions, obstructed imports, energy and raw material shortages, official measures such as orders and warnings, for example in the event of epidemics or pandemics, as well as the breach of cooperation duties or obligations of the Customer.
d. Testhouse Nordic AB, filial i Finland is entitled to make partial deliveries.
e. If it becomes apparent to Testhouse Nordic AB, filial i Finland after conclusion of the contract that its claim to counter-performance is jeopardized by the Customer's inability to pay, the Customer will provide security for their counter-performance in the absence of any other advance performance obligation.
f. If the Customer is in default with at least two consecutive installments in whole or in part in the case of installment payment agreed upon, the entire remaining claim will become due.
6. Shipment, transfer of risk, transport insurance
a. Shipment will be at the risk and expense of the Customer. The same applies to any return shipments if the Customer is not entitled to return the goods.
b. The risk of accidental loss and accidental deterioration of the goods will pass to the Customer upon delivery of the goods to the forwarding agent, carrier, or other person or institution designated to carry out the shipment, regardless of the regulation of the transportation costs. This also applies if partial deliveries are made. Testhouse Nordic AB, filial i Finland will automatically insure the transportation of the delivery at the expense of the Customer, unless the Customer expressly states prior to the dispatch of the goods that they themself will take out transport insurance for the delivery.
c. The Customer must check the goods immediately upon receipt of the shipment for external damage and document this in a suitable manner (photographically). Any damage or irregularities to the packaging or the product must be recorded in writing on the delivery slip or waybill upon receipt. All damages and losses, including hidden transport damages/losses that only become apparent later, must be reported to Testhouse Nordic AB, filial i Finland in writing or in text form immediately after discovery, at the latest within 7 days after delivery (in accordance with the Finnish Commercial Code (Kauppakaari)) so that recourse claims can be asserted against the carrier.
d. If the shipment is delayed due to circumstances for which the Customer is responsible, the risk will pass to the Customer from the day of readiness for shipment.
7. Retention of title
a. Testhouse Nordic AB, filial i Finland retains title to the delivered goods until full payment of the purchase price and all payment claims from the current business relationship have been made. Testhouse Nordic AB, filial i Finland is entitled to demand the return of the objects without withdrawing from the purchase contract if the Customer is in default with the payment of the purchase price in whole or in part.
b. The Customer is obliged to treat the goods with care until full payment has been made and to insure them adequately at replacement value against fire, water damage, theft, and vandalism at their own expense.
c. The Customer is obliged to inform Testhouse Nordic AB, filial i Finland immediately of any access of third parties to the goods, for example in the case of seizure, as well as any damage or destruction of the goods.
d. The Customer is entitled to process the goods in the ordinary course of business or to combine or mix them with other objects. The processing, combining, or mixing will be carried out for Testhouse Nordic AB, filial i Finland; the Customer will store the resulting object (new goods) for Testhouse Nordic AB, filial i Finland with the care of a prudent businessman. In case of processing, combining, or mixing with objects not belonging to Testhouse Nordic AB, filial i Finland, Testhouse Nordic AB, filial i Finland is entitled to co-ownership of the new goods in the amount of the share resulting from the ratio of the value of the objects delivered by Testhouse Nordic AB, filial i Finland to the value of the new goods.
e. The Customer is entitled to resell the goods or the new goods in the ordinary course of business. They already now assign to Testhouse Nordic AB, filial i Finland all claims in the amount of the invoice amount including VAT of the goods delivered and resold by Testhouse Nordic AB, filial i Finland which accrue to them through the resale against their purchasers or third parties. Testhouse Nordic AB, filial i Finland accepts the assignment.
f. Testhouse Nordic AB, filial i Finland undertakes to release the securities to which it is entitled at the request of the Customer insofar as the value of the securities exceeds the claims to be secured by more than 20%. The selection of the securities to be released will be incumbent on Testhouse Nordic AB, filial i Finland.
8. Claims of the Customer in the event of defects (material defects and defects of title), inspection obligations, return
a. Rights of the Customer due to material defects presuppose that the Customer has properly complied with their obligations to inspect the goods and give notice of defects in accordance with the Finnish Commercial Code (Kauppakaari).
b. Testhouse Nordic AB, filial i Finland is entitled to remedy the defect at its own discretion by repair or delivery of a defect-free item (subsequent performance). If the subsequent performance fails, the Customer may reduce the purchase price or withdraw from the contract at their discretion. In all other respects, claims by the Customer for damages or reimbursement of futile expenses, even in the case of defects, exist only in accordance with Section 8 and are otherwise excluded.
c. If the Customer has purchased used goods, their rights due to defects are excluded. This does not apply to claims arising from an assurance given by Testhouse Nordic AB, filial i Finland or if Testhouse Nordic AB, filial i Finland has fraudulently concealed the defect. This also does not apply to claims for damages under the Finnish Product Liability Act (Tuotevastuulaki).
d. If the ordered goods are duly delivered by Testhouse Nordic AB, filial i Finland, a withdrawal and the return shipment of the goods will only be possible with the express written consent of Testhouse Nordic AB, filial i Finland. In this case, Testhouse Nordic AB, filial i Finland will charge an expense allowance of at least 30% of the invoice amount for the termination of the contract and the return of the goods for inspection and restocking. A mandatory prerequisite for the consent to take back the goods is that the goods are returned to Testhouse Nordic AB, filial i Finland at the expense and risk of the Customer, complete, undamaged, in their original packaging, and insured.
e. The Customer bears the full burden of proof for all claim prerequisites, in particular for the defect itself, for the time of discovery of the defect, and for the timeliness of the notice of defect.
f. Contractual quality agreements: In principle, only the product description is deemed agreed upon as the quality of the goods. Public statements, promotions, or advertising by the manufacturer do not constitute a contractual description of the quality of the goods in the contractual relationship with us, unless otherwise agreed upon.
g. Limitation periods: In the case of intentional or grossly negligent breaches of duty, in the case of damages resulting from injury to life, body, or health, in the case of claims under the Finnish Product Liability Act (Tuotevastuulaki), and in the case of fraudulently concealed defects, the statutory provisions on the statute of limitations apply. All other material defect claims of the Customer will become time-barred after one (1) year.
9. Limitations of liability
a. Unless otherwise stated in these GTCs, Testhouse Nordic AB, filial i Finland will be liable for a breach of contractual and non-contractual obligations in accordance with the statutory provisions of Finnish law.
b. Testhouse Nordic AB, filial i Finland will be liable for damages within the scope of fault-based liability in cases of intent and gross negligence. In cases of simple negligence Testhouse Nordic AB, filial i Finland is liable only for damages resulting from injury to life, body, or health, and for damages resulting from the breach of an essential contractual obligation; in this case, the liability of Testhouse Nordic AB, filial i Finland is limited to the compensation of the foreseeable, typically occurring damage.
c. The limitations of liability do not apply if Testhouse Nordic AB, filial i Finland has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods and for claims of the Customer under the Finnish Product Liability Act (Tuotevastuulaki).
d. Due to a breach of duty that does not consist of a defect, the Customer can only withdraw or terminate if Testhouse Nordic AB, filial i Finland is responsible for the breach of duty. In all other respects, the statutory requirements and legal consequences of Finnish law apply.
10. Indemnification against product liability claims
The Customer is obliged to indemnify Testhouse Nordic AB, filial i Finland against claims of third parties asserted against Testhouse Nordic AB, filial i Finland due to damage caused by a product purchased from Testhouse Nordic AB, filial i Finland that was installed in another end product if the price of the product delivered by Testhouse Nordic AB, filial i Finland is not in reasonable proportion to the sales price of the end product. Reasonableness is exceeded if the sales price of the end product exceeds 2,000 times the purchase price of the product supplied by Testhouse Nordic AB, filial i Finland.
11. Test equipment service
a. Testhouse Nordic AB, filial i Finland endeavors within the scope of its possibilities to provide information in advance if products are discontinued in the future and/or will no longer be available in the future, and to make corresponding replacement recommendations. The provision of such information is not always possible; the Customer has no legal claim to the provision of such information.
b. All information, drawings, illustrations, descriptions, and information on weight, dimensions, or capacity, as well as other descriptive details, are intended to provide an overview of the item. Such descriptions are not part of the contract. Testhouse Nordic AB, filial i Finland will take all reasonable measures to ensure the correctness and accuracy of the description, without, however, making it the subject of the contract, assuring, or guaranteeing it.
c. The test equipment service is free of charge for the Customer for 5 working days; the test period can be extended after consultation for the applicable fee. There is no entitlement to a valid calibration for the measuring devices provided for testing and/or bridging.
d. Testhouse Nordic AB, filial i Finland assumes no liability for the accuracy and/or timeliness of information within the scope of the test equipment service. If Testhouse Nordic AB, filial i Finland names a substitute product, it is the responsibility of the Customer to check whether the recommended product is suitable for their purposes.
e. The above limitations of liability in clause 11 do not apply in the event of wilful or grossly negligent misinformation by Testhouse Nordic AB, filial i Finland. Furthermore, the limitations of liability do not apply in the event of bodily injury, damage to health, and/or loss of life for which Testhouse Nordic AB, filial i Finland is responsible.
12. Final provisions
a. The place of performance for contracts with merchants for both parties is the registered office of Testhouse Nordic AB, filial i Finland (in Espoo, Finland).
b. The substantive law of Finland applies to the entire legal relationship between the parties, including these General Terms and Conditions of Sale. The provisions of the UN Convention on Contracts for the International Sale of Goods do not apply.
c. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive Court of Jurisdiction for all disputes arising from contracts to which these Terms and Conditions apply is Espoo, Finland. Testhouse Nordic AB, filial i Finland is, however, free to sue the Customer at their general Court of Jurisdiction.
d. Should individual provisions of the contract with the Customer, including these General Terms and Conditions of Sale, be or become invalid in whole or in part, this will not affect the validity of the remaining provisions.
13. Export, re-export
a. The re-export of the goods from Finland is subject to Finnish and/or EU/US regulations and is not permitted without official authorization. We are obliged by law and also in relation to suppliers to observe the export restrictions of national and international law, in particular EU and US law, and to impose these restrictions on the Customer. The Customer is obliged to also observe these regulations.
b. FLIR license and export conditions: FLIR systems are dual-use products (i.e., goods that can be used in both civilian and military applications). These goods, technologies, or software may not be used for the design, development, production, or use of nuclear, chemical, or biological weapons or missiles. The corresponding export license must be applied for and approved by the relevant authority prior to temporary or permanent export to all countries outside the EU (Regulation (EC) No. 428/2009).
14. Data protection notice
a. We process personal data in accordance with the applicable data protection requirements of Finland and the EU GDPR. Our data protection regulations for order processing in accordance with Art. 28 EU GDPR also apply to order processing. Personal data of the Customer is stored by Testhouse Nordic AB, filial i Finland exclusively for customer service and informational purposes.
b. If a Customer does not wish to have any further information stored, this will be taken into account by Testhouse Nordic AB, filial i Finland upon appropriate notification.
15. Telephone conversations
In order to offer you the best possible service and to train new employees, we occasionally listen to or record telephone conversations. If you do not wish for your conversation to be recorded, please inform the customer service employee at the beginning of the conversation. Thank you very much.
