International Delivery Terms and Conditions
These delivery terms are applied to sales between Valopaa Ltd (later: “Seller´) and customer (later: “Buyer´) unless otherwise commonly agreed between the parties. Buyer accepts these delivery terms when giving the order to Seller.
This document is available in Lumous Lighting website (www.lumous.fi) and a copy can be delivered to Buyer on request.
A quotation is valid only during the validity time. If not informed otherwise, it is valid thirty (30) days from the date of quotation. Seller keeps its rights to change prices and delivery times if circumstances out of Seller require so.
Quotation and related pictures, designs, calculations and other documents and related rights are a property of Seller. Customer (Buyer) has no right to use those against Seller or hand out those to a third party or use the customized technical solutions for their own benefit.
Prices on quotation are based on exchange rates on quotation date unless otherwise mentioned.
Prices on quotation are without any tax and duty. These taxes will be included to invoice if applicable.
3. Order and Contract
If the Buyer will give the order during the validity of quotation, it will create a contract between the Seller and Buyer. Other orders will be judged as contracts after accepted by the Seller. Seller will send Order Confirmation to Buyer if requested.
The order should be delivered in writing. Verbal orders are not accepted.
If the order differs from quotation, the sales contract will be based on the terms of quotation unless the Seller confirms otherwise.
If nothing else is commonly agreed, the delivery term for domestic deliveries is EX Works Oulu (Incoterms 2010) and for international deliveries FCA Oulu (Incoterms 2010).
Possible transport and packing costs can be invoiced separately.
Fee for small orders is 50 € if the order amount is less than 500 € (VAT 0%).
The Seller will deliver the goods based on the contract. If the Seller can´t deliver the goods in due time, the Seller will inform promptly the Buyer. If the delay (not force Majeure delay) would cause substantial costs or harm to the Buyer, the Buyer has a right to cancel the order in delayed part. In this case, the Buyer has to pay the related factory costs to the Seller. If the Buyer does not cancel the order, the delivery is postponed to next possible delivery date. The seller will not be obliged to pay any penalties or liquidated damages due to this delay.
Unless otherwise is agreed, the delivery time begins from some of the following dates, which is the latest: a) On date when contract/order is signed b) On date when authorization will arrive to Seller in projects which requires authorization from public authority c) On date when seller will get the agreed warrant or pre-payment d) On date when seller will get the agreed essential technical information.
The Seller is relieved from obligations and obligation to pay penalty, if the obligations are unmet due Force majeure like war, rebellion, fire, thunderstorm or similar natural phenomenon, delay in availability of any component or any other reason out from Sellers reach. A party appealing to Force Majeure is obliged to inform the other party immediately as the Force Majeure occurs and when it ends.
Passing the liability of risk
The liability of risk is passed to Buyer when the goods are delivered to the Buyer or to transport company as stated in the contract. If the delivery can´t be made due the Buyers situation, the liability of risk will be passed to Buyer when Seller has fulfilled his part of the contract.
5. Price and ownership
If the Buyer will order the products based on prices from a Price list, the prices are according to the latest price list. All prices are without VAT and VAT will be added to invoice if applicable.
The payment should be made according to the contract. If not agreed elsewhere, the payment term is 14 days net from date of invoice.
The ownership of goods will be passed to Buyer when all payments including possible interests are settled. The Seller reserves the right to collect interest rates based on current legislation and possible reasonable debt collection fees.
If the Buyer can´t receive the shipment on the due date, reserves the Seller the right to invoice the warehousing fees.
If the Buyer has not paid their invoices based on contract, the Seller reserves right to refuse to deliver the ordered goods until debts with interests have been paid. The delivery date will be postponed accordingly and Buyer is not allowed to request any penalties or cancel the order.
The Seller reserves the right to request an advance payment if there is reasonable doubt to suspect the Buyer is in solvency or not willing to pay in due date.
The Seller reserves the right to adjust the prices if exchange rates, import fees or other fees out from Sellers reach are changed before the Buyer will settle the invoice.
The Seller issues a warranty against defects in the products as stated in a separate Warranty Terms document.
7. Checking of product
The Buyer should inform the Seller within eight (8) days from receiving the delivery regarding any faults or defects in delivery or in product itself. The Buyer is considered to accept the delivery and product if the Seller has not received, within ten (10) days from receiving the delivery, a written reclamation with specified fault.
8. Fault in product
If the delivery or product is faulty and the Buyer has informed the Seller as stated in paragraph 7, the Seller has right to:
a) fix the fault and deliver a fixed product to Buyer within a reasonable time, or
b) deliver a new replacing product to Buyer. Seller deliver parcel return ticket with replacement product. If fault product will not return in 30 days to seller, seller can invoice replacement luminaire. Or,
c) reimburse the price of faulty product.
The Buyer has to return the faulty products to Seller with Sellers expense if Seller requires so. The sanctions on this paragraph will be exclusive and Buyer is not entitled to any other compensation. The Seller is not obliged to pay any liquidated damages based on possible faulty product.
9. Indemnity and limitation of liability
The Seller is responsible of damage of persons or assets created by faulty products according to current legislation and these terms. Buyer who acts as a reseller has to have sufficient product liability insurance.
The Seller is not responsible of damages created by faulty installation or service if Seller has not performed such installation or service. Neither the Seller is responsible of damages of misuse of product. The Seller is not responsible of damages when dismantling old product or installation of replacing product. The Seller is not responsible of indirect damages or financial damages such as loss of profit. Simultaneously the limitation of liability mentioned in warranty terms is applied.
10. Solving dispute
Any and all disputes that may arise between the Parties under or in connection with this Agreement shall be first tried to settle between the parties. If the parties can´t settle the dispute it will be finally settled in arbitration by one arbitrator in accordance with the Rules of the Arbitration Committee of the Finnish Central Chamber of Commerce pursuant to the regulations in force. The arbitration shall be conducted in Helsinki, Finland, in the English language.
The parties may agree together a different solving method.
The seller reserves the right to recover their receivables from Buyer on District court of Oulu.
Warranty Terms and Conditions
- Valopaa Ltd. issues a limited warranty against defects in the products it has manufactured and marketed (hereafter “device´).
- These terms and conditions specify in detail the warranty and liability limits.
- Valopaa Ltd. guarantees that devices which are installed correctly and are used in accordance with their intended purpose, possible guidelines and valid regulations, will function properly and are free from defects. Devices are produced from flawless materials.
- The guarantee period starts from the delivery date marked in the invoice and/or in the covering note.
- Warranty period for products:
a. VP light fixtures are warranted for 2 years, unless otherwise agreed. In case the light fixture and the place of installation have been registered and the light fixture is used in accordance with its intended purpose, the warranty period is 5 years. VP1011 limited warranty time is 10 years within exceptions of this document. During the warranty period, the light intensity can fall but no more than 30% of the specified light intensity without considered as a defect.
b. The warranty of VPM modules, drivers, and other components is 1 year. Modules and components that are sold as spare parts have the same warranty.
c. Software products can be subject to a maintenance contract.
d. Warranty repairs do not affect the warranty period.
- Events of failure should be reported without delay to Valopaa Ltd. by email (firstname.lastname@example.org) or, alternatively, in writing or by phone (+358 10 470 8895). If the fault has caused damage or has inflicted a risk of damage, reporting should be done immediately. The notice should identify the nature of the fault, the location of the device, the installer of the device and contact information.
II Warranty repairs
- Only Valopaa Ltd. or a service agency designated by Valopaa Ltd. can perform warranty repairs.
- Warranty repair means repair work performed for the device based on its warranty, regardless of the number of parts that are replaced. Shipping of the device back to the customer is also included in the warranty.
- It might be needed to show the purchase receipt and purchase invoice indicating the device identification and its delivery date to the repairing agent.
- The device should be sent to the warranty repair provider.
- Obligations to perform warranty repairs and warranty itself are terminated if:
a. The device´s nameplate has been altered or removed;
b. The purchase receipt of the device is not provided;
c. If the installation was done by someone else than Valopaa or appropriately qualified personnel;
d. If someone other than Valopaa or a service provider authorized by Valopaa has performed repair work on the device;
e. The device has not been installed or repaired in a professional manner or by qualified personnel;
f. The device is mechanically broken or it has been corroded;
g. The device has not been used for the intended purpose in accordance with instructions for use or existing regulations.
- The warranty does not cover:
a. Defects caused by the fact that the device is not installed correctly, or is not used as intended and in accordance with the instructions for use and/or existing regulations.
b. Failure caused by negligent maintenance or improper storage of the device.
c. User-induced damage to the device.
d. Faults caused by a lightning strike or voltage change, or any other similar factors caused by external factors.
e. The failure caused by repair or maintenance performed by someone else than Valopaa or an appropriate service provider defined by Valopaa.
f. Changes and repairs of parts such as LEDs, drivers, optics, etc. third party components and modules, which component manufacturer warranty has expired. Dying of a single LED is not considered to be a malfunction. The warranty covers, however, manufacturing defects and faulty components.
g. Equipment the nameplate of which has been modified or removed. i. Indirect damage caused by the device or by warranty repair work, nor damage or expenses caused by device removal, shipping to the manufacturer or reinstallation.
IV Limitation of liability
Valopaa is not responsible for possible indirect damage caused by the device, such as production interruption, decline of turnover, loss of profits, occupancy hindrance or other undesirable effects unless it is a matter of gross negligence. Valopaa Ltd. is not responsible for delays caused by problems that are outside of Valopaa Ltd.´s area of influence.
V Other terms and conditions
Valopaa Ltd. general warranty terms and conditions override Orgalime S2000 General Terms and Conditions. The latter will be used as complimentary terms and conditions.