GENERAL TERMS OF DELIVERY
1. BRIONE'S GENERAL TERMS OF DELIVERY
Brione Oy ("Brione") is a contract manufacturer specializing in the manufacture of metal parts, supplying to its customers ("the Customer") parts and products ("the Products") principally designed and manufactured by its customers.
2. AGREEMENT
An agreement is made when,
-The parties sign the agreement, or
-The customer accepts in writing Brione's offer, or
-Brione confirms the customer’s order with the order confirmation.
3. QUALITY OF PRODUCTS
Brione undertakes to comply with the Customer's plans, drawings, and written instructions regarding the Product.
Brione must use the last approved design / revision approved by the Customer. Unless otherwise agreed, Brione is responsible for the procurement of materials and supplies.
Brione does not have the right to change the product plans or the Product without the Customer's written approval. However, Brione has the right to choose the appropriate production method for the Product, unless such method is specified in the Product's design.
Brione undertakes to manufacture all Products ordered by the customer in accordance with the Customer's current plan and / or the plan jointly prepared by the contracting parties.
4. DEVELOPMENT
The Customer is primarily responsible for the actual design and development of the Product and shall bear all costs arising therefrom. Brione has the right to propose changes to the client regarding the product plan / design. The Customer is responsible for developing the change proposal into a complete plan.
5. TOOLS, OTHER MANUFACTURING TOOLS, RAW MATERIALS
If the products are contractually manufactured using the Customer's tools or other manufacturing tools or raw materials, Brione will keep the property separate from Brione's or a third party's property and clearly mark the property as the Customer's property. The Customer has the right to use the said property himself or assign the right to use it to a third party. The Customer's conduct must not endanger Brione's ability to deliver the Products under the contract to the Customer at the agreed time.
6. USE OF SUBCONTRACTOR
Brione shall have the right, at its sole discretion, to use a subcontractor to manufacture the Product, unless the subcontractor's use is specifically limited by the Cooperation Agreement or the Manufacturing Agreement.
7. DELIVERY
Deliveries will be made according to the agreed delivery time or delivery schedule. The delivery term is FCA Porvoo, unless otherwise agreed upon in writing between the parties.
8. PRICES, VALUE ADDED TAX AND TERMS OF PAYMENT
Brione undertakes to sell the products to the Customer at prices specified in the contract, offer or order confirmation. The prices and terms of delivery of any prototypes and specimens will be agreed on a case-by-case basis based on Brione's offer.
Prices are subject to VAT at the rate applicable on the date of delivery of the product. The payment term is 14 days net.
9. DELAY IN DELIVERY OR PAYMENT AND PENALTIES FOR LATE DELIVERY
If Brione is unable to deliver the product within the agreed time or the manufacturer has reason to anticipate a delay in delivery, Brione shall promptly notify the customer of any delay. Similarly, if the Customer is unable to pay for the product ordered or already delivered, or the Customer has to be prepared for a delay in payment, the customer shall promptly notify Brione of any delay in payment. The contracting parties undertake to consult promptly after notification of the delay on the consequences of the delay and on any measures to limit the damage.
Ownership of the manufactured products is transferred to the customer only after the full purchase price has been paid.
The Customer will pay Brione a penalty interest on the amount of the invoice for delayed VAT, in accordance with the Interest Act.
10. Force majeure
Force majeure shall be subject to the provisions of the applicable Commercial Law.
11. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise agreed in writing between the Parties, all intellectual property rights in and to the Products arising from and in connection with the development of the Products and as a result of cooperation between the Parties shall be the property of the Customer or otherwise. The Customer is responsible for ensuring that the manufacture of the Product by Brione does not infringe the intellectual property rights of a Third Party.
All manufacturing processes developed by Brione are the intellectual property of Brione, unless otherwise agreed in writing between the Parties. Brione is responsible for ensuring that its manufacturing processes do not infringe on the intellectual property rights of a Third Party.
12. CONFIDENTIALITY AND NON-DISCLOSURE
The parties are required to maintain the confidentiality of any information they receive from each other during the term of the agreement, and undertake, during the term of the agreement, not to use it or disclose it to third parties.
14. NON-COMPETE
Brione undertakes not to manufacture or make a product to a Third Party, directly or through its affiliates or subsidiaries, based on Customer's plan and / or drawings.
Brione undertakes not to provide a Third Party Consultation on the Customer's Product without the Customer's written permission.
15. PRODUCT LIABILITY
Within the framework of its Product Liability Insurance, Brione undertakes to indemnify the Customer for any Product damages, which the Customer has ordered by a final judgment or settlement agreement to pay to the Third Party affected by the Product Damage for a manufacturing or material defect for which Brione is responsible.The Product Liability Insurance covers bodily injury and material damage caused by a product delivered to a Third Party, for which Brione is held legally liable.
However, Brione will not be liable for manufacturing or material defects if the Product is manufactured in the manner and materials specified by the Customer. Brione's product liability is limited geographically to the area in which Brione has valid Product Liability Insurance.
Brione shall not be liable for Customer's litigation and legal costs in product liability claims. The Customer undertakes to notify Brione in writing immediately if the Customer becomes aware of any damage the Product has caused to a person or Third- Party property. Brione shall not be liable to the Customer for any errors other than those mentioned in section 14. Neither is Brione responsible for any production losses, lost profits, or other financial follow-up losses caused to the purchaser by the error.
The indemnification obligation based on the settlement is that Brione also accepts the settlement and that all parties to the product liability dispute at the same time assure Brione in writing that they have no other claims against Brione in relation to the dispute.
16. VALIDITY AND TERMINATION OF THE AGREEMENT
These Delivery Terms are valid indefinitely for the Customer and may only be changed between the Parties by written agreement between the Parties.
17. OTHER TERMS
All amendments to the Agreements must be made in writing. The amendment must be dated and signed by the parties in order to enter into force.
Contracts may not be transferred to a third party without the prior written consent of the other party.
SETTLEMENT OF DISPUTES
Disputes concerning the interpretation of these Terms of Delivery and the agreements between the Contracting Parties shall be resolved primarily by negotiation. If the parties do not reach a consensus during the negotiations, the disputes may be submitted to the Itä-Uudenmaan käräjäoikeus (District Court).