Terms and conditions

These Standard Conditions of Sale and Delivery (hereinafter Conditions) shall apply to all quotations, orders and offers and sale, supply, service and replacement of products, hereinafter the Products,  of Orbis Oy, hereinafter Orbis, if not otherwise in writing agreed upon.

Unless a separate written Contract has been signed between Orbis and the Customer the Contract shall be deemed to have been entered into upon acceptance of an offer of Orbis by the Customer or upon order made by Customer. Offer or order confirmation and these Conditions shall constitute the only valid contract documents.

An offer shall be valid for the period of time stated in the offer and in case the validity time has not been specified, for 30 days from the date of the offer.

The delivery time shall be calculated from the latest date hereunder
a)    the date when the contract between Orbis and the Customer is signed,
b)    in transactions requiring permission from governmental authorities, from the date of the receipt of the permission by Orbis or in case referred to in article 5, on the date Orbis has received necessary information on the permission received by the Customer,
c)    from the date when agreed guarantee or down payment is given to Orbis,
d)    the date when the Customer has delivered to Orbis the data necessary to enable the delivery of the Product.

In case Orbis will be unable to deliver the ordered Products in agreed time, Orbis has to inform the Customer immediately upon the occurrence of the hindrance.  The Customer and Orbis shall then jointly agree on the new delivery time. If not otherwise in writing agreed upon no liquidated damage or other compensation will be paid for delayed delivery or non-delivery.

The Products are sold “FCA” in accordance with the Incoterms 2020 latest edition issued by International Chamber of Commerce.
Other delivery terms may be agreed upon separately.

The Customer is obliged to procure such permissions from authorities that enable it to perform its contractual obligations and to give Orbis necessary information concerning the permission.

Contract price to Orbis shall be paid within fourteen (14) days from the date of the invoice. Any payment outstanding after the due  date shall be liable to penalty interest which shall be in accordance with generally applied rate on delayed payments in Finland. Orbis shall also be entitled  to reasonable collection expenses besides penalty interests. In case the delivery of the Products is delayed for a reason due to the Customer, Orbis shall have the right to charge reasonable compensation for the storage of the Products and other costs caused by the delay.

The prices of the Products shall be in accordance with the at each time current price list of Orbis. Unless otherwise informed by Orbis in writing all quotations/price announcements are valid for a period of thirty (30) days from the date of the offer/announcement.

Orbis has the right to revise the quoted prices to reflect changes in the cost of labour, materials, shipment, foreign exchange rates, taxes, duties or other levies. Insurance, packaging- and other costs for the protection of the Product shall be charged separately to the Customer.

The quoted prices are net prices exclusive of taxes, duties and charges of any kind. Taxes, duties and charges shall be added on the prices and charged to the Customer.

The Products shall remain the property of Orbis until the contract price has been paid in full.
The Customer undertakes without prior written authorisation of Orbis not to process, incorporate, give as security or resell the Products sold as long as the price has not been paid in full.

In case the title to the Product has not passed to the Customer, the Customer is obliged to take all necessary measures to protect the Product, mark it to the ownership of Orbis and to separate from the other products of the Customer.

Upon the delivery of the Product the Customer has to carefully inspect the Product without delay. The Product and the delivery is considered as accepted unless Orbis has received a substantiated written claim as to any defects, damage, shortage, non-delivery or other non-conformity with the Contract within eight (8) days from the date of the actual receipt of the Products or from the date when the Products should have been delivered.

Orbis gives a twelve (12) months warranty to Products manufactured and sold by it calculated from the delivery date. The warranty covers defects in workmanship and material. If any Product during the warranty time proves to be defective in workmanship or material, Orbis undertakes to the exclusion of any other remedy to repair or at its own option replace the defective Product or part thereof free of charge and otherwise on the same conditions as for the original Product or part without extension to the original warranty time. In case the repair or replacement of a defective part does not require expertise Orbis fulfils its warranty obligation by delivering to the Customer the repaired or new part, or by giving reasonable compensation to cover the expenses caused by repair or replacement of the part. Defective parts replaced in accordance with this clause shall be placed at the disposal of Orbis.
This warranty is, however, subject to that a substantiated written claim concerning defects has been received by Orbis within thirty (30) days after the defect or fault became known or occurred.

This warranty shall not, however, apply to defects that have been caused by
a)    wrong installation or assembly by the Customer or failure to service the Product or otherwise follow Orbis’s service instructions including any repairs or installation or assembly or service made  by unauthorised  personnel not approved by Orbis or replacements with parts not manufactured, supplied or approved by Orbis.
b)    misuse or other unsuitable or unauthorised use of the Product or negligence or error in storing, maintaining or in handling  the Product or any equipment thereof;
c)    normal wear and tear or accident;
d)    Modifications or changes to the Product as well as any adding to it without the prior authorisation of Orbis;
e)    any other reason due to the Customer or a third party.

Notwithstanding the aforesaid Orbis’s liability under this clause shall not apply to any defects arising out of materials, designs or instructions provided by the Customer.
This warranty is  expressly in lieu  of and excludes all other conditions, warranties and liabilities, express or implied, including without limitation any implied warranties of merchantability or of fitness for a particular purpose and all other obligations and liabilities of Orbis or its representatives with respect to any defect or deficiency applicable to or  resulting directly or indirectly from the Products supplied hereunder, which obligations and liabilities are hereby expressly cancelled and waived. Orbis does not give any guarantee concerning the commercial suitability of the Product nor usability of it for any purpose for which it is not designed for. The liability of Orbis shall under no circumstances include indirect or consequential damages or losses and shall not in any circumstances exceed the invoiced price of any Product for which a warranty claim is made.

The risk for the Product passes to the Customer when the Product is made available for the Customer.

All intellectual property rights related to Products are the property of Orbis.
The Customer acknowledges the ownership of Orbis to all intellectual property rights of Orbis related to the Products and documents delivered by Orbis to the Customer, including but not limited to know-how and other trade secrets, patents, utility models, registered designs, trademarks, trade names, domain names, copyrights and all related rights, whether or not specifically recognized or perfected under applicable law and commits not to make any claims nor to assist any third party to make claims against such rights. The Customer commits inform Orbis without delay any infringement by third parties against the intellectual property rights of Orbis.

The Customer has the right to use the intellectual property rights of Orbis only in such extent as the use of the Products requires.

In case the Product delivered by Orbis infringes the intellectual property rights of a third party, Orbis shall at its free discretion either take care that the Customer is granted the right to use the Product, changes the Product to another product or changes the Product so, that it does not any more infringe the intellectual property right in question. The liability of Orbis on this basis shall in no case exceed the total purchase price paid by the Customer to Orbis for the Product in question.

The Customer must not without Orbis’s prior written consent disclose,  transfer, transmit or otherwise make available to a third party in any manner or form whatsoever the documents or their  contents or any information thereof which can permit the duplication or  other utilisation of  them by any third  party.

Orbis shall not be under any liability in respect of any delay in delivery or completion of work arising from any FORCE MAJEURE occurrence not within the reasonable control of Orbis including but not limited to industrial or labour disputes, fires, wars, embargo, shortages of labour or materials, whether affecting Orbis or any supplier or subcontractor, or for circumstances caused by reasons of law, regulations or orders of any government or competent authority.

Orbis has the right to extend the delivery time as long as such conditions continue and the re-start of the delivery reasonably may take time.

In case the Customer
a) breaches against the conditions of this Contract or any other contract  with Orbis and does remedy the breach within thirty (30) days from the date of written notice of Orbis,
b) suffers distress or execution or commits an act of bankruptcy or goes or is put into liquidation (otherwise than solely for the purpose of amalgamation or reconstruction) or if a receiver is appointed over any part of the business of the Customer or if an administration order is made in respect of the Customer,
Orbis may without prejudice to any other claim or remedy suspend the performance  of, or forthwith terminate this or any other such contract by written notice and shall be entitled to payment for the Products already delivered, work done calculated on the basis of the price list referred to in article 3 and a compensation of any loss or damage sustained by it by reason of the operation of this condition.

Any dispute arising out of this Contract between Orbis and the Customer which cannot be solved by amicable means shall be finally settled by arbitration conducted by one arbitrator in accordance with the rules of the Central Chamber of Commerce of Finland. The arbitration shall be conducted in Helsinki, Finland, in the English language. The award shall be final and binding upon the Parties.

Orbis shall be entitled, in its discretion, notwithstanding the aforesaid to have recourse to the courts on claims arising out of matured debts.

Nothing in this Contract shall be deemed to limit the parties’ rights to seek interim injunctive relief or to enforce an arbitration award in any court of law.

The Contract is construed in accordance with, and governed by, the laws of Finland, excluding its choice of law provisions.