1. Introduction
In these general terms and conditions of sale, the seller means Baron’s Food Oy or companies belonging to the Gross Holding group (“Seller”), the buyer means a company, entity or person with whom the contract has been concluded or to whom the Seller’s offer has been addressed (“Buyer”) and the products mean the Seller’s food products (“Products”).
These terms and conditions apply to all sales of Products between the Buyer and the Seller, unless the parties have agreed otherwise in writing. If a separate delivery agreement or a similar long-term agreement has been concluded between the parties, the terms and conditions of the separate agreement in question shall apply primarily in relation to these general terms and conditions.
2. Information provided about the Products
The Seller is responsible for ensuring that the characteristics of the Products correspond to the information provided by the Seller in writing about the Products.
3. Prices
The Seller charges the price for the Products according to its current price list, unless otherwise agreed between the parties in writing. The Seller has the right to revise its price list, taking into account possible changes, for example, in manufacturing or delivery costs, exchange rates, taxes and official fees, as well as in raw material, labor or transportation costs. The Seller's revised price list will enter into force fourteen (14) days after the revision date and the new prices will apply to all deliveries by the Seller. The Seller undertakes to notify the Buyer of any changes made to the price list without delay.
4. Payment Term
The payment term is ten (10) days net from the date of the Seller's invoice. If it is reasonable to assume that the Buyer will not fulfill its payment obligation, the Seller has the right to set off its receivables against the security provided by the Buyer, or if no security has been provided, to demand the provision of a bank guarantee or other security approved by the Seller as security for payment of the Product already delivered or to be delivered. The parties may also separately agree in writing on security arrangements related to their mutual cooperation.
In the event of a delay in payment, the Seller shall charge a default interest of sixteen (16) percent from the due date of the invoice. The Seller also has the right to refrain from delivering the Products and/or to demand an advance payment for new orders if the Seller has overdue, undisputed receivables from the Buyer.
If the Buyer believes that the Seller's invoice contains an error, the Buyer must complain to the Seller in writing without delay and no later than three (3) days after receipt of the invoice. The Buyer has the right to withhold payment only to the extent that the Seller's invoice has been justifiably disputed.
5. Deliveries
Unless otherwise agreed in writing, the delivery term is CIP, the Buyer's place of business in Finland (Incoterms 2000) as defined in the offer. The estimated delivery time of the products is stated in the Seller's offer.
Ownership of the products is transferred to the Buyer at the time of delivery.
6. Delay
If the Seller has reason to assume that delivery will be delayed, the Seller undertakes to notify the Buyer without delay of any delay and the estimated duration of the delay. However, the Seller is not liable for any damages or additional costs that the Buyer may incur due to a delay in the delivery of the Products.
7. Complaints
The Buyer undertakes to carefully check immediately upon receipt of the Products that the quantity of the Products corresponds to the agreed quantity and that the Products are not externally damaged. If the Buyer detects any defects in the Products or their quantities during the acceptance inspection, the Seller must be notified in writing. The notification must be made without delay and at the latest within one (1) working day after the acceptance inspection. The Buyer who has neglected to make a complaint shall not have the right to later invoke as a defect a fact that was detected or should have been detected during the acceptance inspection.
The Seller shall endeavour to respond to the complaint without delay and shall rectify the defects for which it is responsible by delivering the missing or replacement Products to the Buyer as soon as possible. If rectification of the defect is not reasonably possible, the Seller may, at its option, also refund an amount corresponding to the value of the defect from the payment to be collected from the Buyer. The Buyer has the right to return the Product subject to the complaint to the Seller only if this has been agreed upon in advance between the parties.
8. Liability
The Seller is not liable under any circumstances for indirect damages caused by the Products, except in situations where the Seller has caused the damage intentionally or through gross negligence. The Seller's liability for any defects in the Products is always limited to a maximum of the price of the Product excluding VAT.
The Seller has product liability insurance, on the basis of which and in accordance with the Product Liability Act, the Seller is liable for any product liability damages in relation to consumers.
The Buyer is responsible for the Seller's property, such as the safe storage and return of the roll cages and transboxes. The Buyer must take care of the roll cages and their intact return to the Seller within the agreed time. If the roll cages are lost or damaged in the Buyer's possession, the Buyer is responsible for compensating the Seller for their purchase price.
The Buyer accepts the general terms and conditions of delivery when receiving the online store IDs in connection with opening a customer number.
9. Termination of the Agreement
If the Buyer materially fails to perform its obligations under the Agreement or acts materially contrary to the provisions of the Agreement, the Seller shall have the right to:
(i) Refuse further deliveries;
(ii) Cancel or postpone agreed deliveries until the Buyer has rectified its breach of contract; and/or
(iii) Terminate the agreement between the parties with immediate effect and claim compensation from the Buyer for the costs and damages resulting therefrom.
In addition, if the parties have separately agreed to provide security to secure the fulfillment of the Buyer's obligations, the Seller shall have the right to use the security to cover the damages and other additional costs caused to the Seller by the breach of contract.
10. Force majeure
If a party is prevented from fulfilling its obligations under the agreement due to a force majeure event and beyond the control of the party, such as war, natural forces, a general infectious or animal disease, government measures, events preventing the procurement of raw materials, fire, machine breakdown or other accident in production, storage or transport, industrial action or other comparable cause, the other party shall not be entitled to claim compensation or other damages under the agreement from the party that has experienced force majeure.
11. Other conditions
A party shall be entitled to use subcontractors, for whose actions the party is liable as if they were its own.
Any amendment to the agreement between the parties shall require the signature of both parties.
The agreement between the parties may only be transferred to a third party with the written consent of both parties. Notwithstanding the above, the Seller always has the right to transfer the agreement to an entity belonging to the same group as the Seller. In addition, the Seller has the right to transfer its receivables based on the agreement between the parties to a third party.
12. Applicable law and disputes
This agreement shall be governed by Finnish law.
Any disputes arising from the agreement between the Seller and the Buyer that have not been resolved despite settlement negotiations shall be resolved by a single (1) arbitrator appointed by the The Arbitration Institute of the Finland Chamber of Commerce. The arbitration proceedings, which shall take place in Helsinki, shall be governed by the rules of the said board. However, the Seller shall always have the right to claim its overdue claim based on the Product deliveries also in the Seller’s domicile.
