TERMS AND CONDITIONS FOR ONLINE SALES
GENERAL TERMS AND CONDITIONS FOR BUSINESS CUSTOMERS
1. CONTRACTING PARTIES
1.1. Seller
The seller is TOOLS Finland Oy, Business ID 2446396-6, Tikankatu 9, P.O. Box 131, 48601 KOTKA, Finland.
1.2. Customer
Customer refers to any entity purchasing products from the Seller, provided they are not a private individual purchasing for personal use. In such cases, the general terms and conditions for consumers apply, which can be found at the end of this page.
2. SCOPE OF APPLICATION
These general terms and conditions apply to the purchase of products from the Seller. Purchases can be made electronically (such as via an ERP system, the website, or email), by phone, or in a physical store. These terms also apply to purchases made from containers, warehouses, vending machines, or other storage facilities under the Smart Service additional service, unless otherwise specified in a separate agreement.
3. PERSONAL DATA
3.1. Customer Responsibility
The Customer is responsible for ensuring that any personal data provided during the purchase process is accurate and complete. The Customer must also ensure that login credentials remain secure and are not accessed by third parties. If the Customer suspects misuse of their information, they must immediately contact the Seller.
3.2. Seller Responsibility
The Seller is the data controller for personal data provided by the Customer during the purchase process. Information regarding the processing of personal data is available in the Seller's Privacy Policy.
4. ORDERING
Orders placed electronically (via an ERP system, website, or email), by phone, or in a physical store are binding. A purchase contract is established only once an order confirmation has been sent to the Customer. If the Customer has not received an order confirmation, they must promptly contact the Seller’s customer service.
5. PRICES
5.1. Stated Prices
The stated prices do not include VAT. In addition to the stated prices, the Seller reserves the right to charge the Customer for any applicable alloy surcharge or other statutory fees relevant to specific products. The Seller continuously updates the information on its website and is not responsible for any typographical or other errors. If an incorrect price is identified for an ordered product, the Seller will notify the Customer and await their approval of the corrected price before proceeding with the transaction.
5.2. Special Campaigns and Offers
The Seller may occasionally run promotions or special offers on specific products. Discounted prices or special terms apply only during the specified campaign period or while stock lasts. Campaigns and offers cannot be combined with other discounts unless explicitly stated otherwise. The Seller reserves the right to discontinue any campaign or offer at any time.
6. PAYMENT TERMS
6.1. Payment Method
Customers may pay by invoice.
6.2. Payment Terms
The payment term is 14 days net. Any disputes regarding invoices must be raised within ten (10) business days from the invoice date. If the agreed billing cycle crosses into a new month, any outstanding orders will be invoiced at the month’s end.
6.3. Payment Delays
TOOLS Finland Oy has outsourced payment reminders and debt collection to Svea Perintä Oy. If an invoice remains unpaid after the due date, it will be forwarded to the debt collection agency.
Svea Perintä Oy will send the first payment reminder on behalf of TOOLS Finland Oy.
6.4. Retention of Title and Repossession Clause
The Seller retains ownership of the goods and the right to repossess them until full payment has been made. If the Customer fails to make payment after receiving a written reminder from the Seller, the Seller is not obligated to sell additional products or fulfill existing orders. Late payment is considered a material breach of contract by the Customer.
7. DELIVERY TERMS
7.1. Delivery
Products are delivered to the address specified by the Customer when placing the order or as otherwise agreed in writing. The risk of loss or damage transfers to the Customer upon delivery. A product is considered delivered when handed over to the transport company responsible for its shipment or when the Customer leaves the store with the purchased item.
7.2. Shipping Costs
Products are delivered within Finland free of charge if the order value exceeds EUR 200 (excluding VAT), except for bulky items or those requiring special transportation, such as pallet freight. Shipping costs are stated at the time of order.
7.3. Delivery Time
For in-stock and standard selection items, the delivery time is seven (7) business days from the order confirmation date unless otherwise specified in the order confirmation or agreed upon in writing.
7.4. Delivery Delays
If a delivery is delayed, the Seller will promptly notify the Customer and provide a new estimated delivery date. If the delay exceeds thirty (30) calendar days, the Customer has the right to cancel the purchase for standard selection products.
7.5. Unclaimed Shipments
If a shipment is not claimed, the Seller reserves the right to charge the Customer for shipping and handling costs.
7.6. Inspection Obligation
The Customer must inspect the received shipment carefully and immediately report any damage to the transport company's representative.
8. WARRANTY
8.1. Warranty Period and Warranty Claims
The Seller is responsible for manufacturing defects in products for a standard period of twelve (12) months from the original date of purchase, which must be verified by presenting a copy of the invoice or receipt. If the product does not meet the warranty eligibility criteria, the Customer will be charged for the product inspection. Costs incurred from reassembling and returning the inspected product to the Customer will also be charged to the Customer.
8.2. Warranty Limitations
Certain products may be subject to different warranty periods based on the supplier’s specific terms and conditions. The warranty does not cover products that have been used after a defect was identified, disassembled and reassembled, exposed to external factors, or not maintained according to the maintenance intervals specified by the Seller. The Seller’s warranty liability does not extend to accessories, consumable parts, improper handling, or damages caused by liquids or impacts. Previous certification does not apply to products that have been custom-made or modified according to customer-specific requirements.
8.3. Compensation to the Customer
If the warranty claim meets the eligibility criteria, the Seller will cover costs related to return shipping, repairs, or the provision of a replacement product. Unless otherwise agreed in writing, the Seller does not reimburse expenses related to purchasing or renting a replacement product, repairs conducted by a service provider other than the one designated by the Seller, or travel expenses and similar costs. If the product is no longer available in the Seller’s inventory, a comparable replacement product may be offered to the Customer.
9. COMPLAINTS
9.1. Complaint Notification
If the Customer believes that a product is damaged, defective, incomplete, or missing, they must notify the Seller via the email address provided on the Seller’s website, directly to their sales representative, or at a physical store. The notification must clearly indicate that it is a complaint and must include a description of the defect. A copy of the invoice or receipt must be attached to the notification.
9.2. Complaint Period
A complaint must be made within seven (7) business days from the date the Customer discovers or should have discovered the defect. If the defect should have been noticed upon receipt of the product, the complaint must be made within seven (7) business days from the date of receipt. In all cases, complaints regarding a defect must be made within six (6) months from the date of the invoice or receipt, whichever is later. The Customer may not invoke a defect if they fail to notify the Seller within the stipulated period.
9.3. Non-Response
If the Seller does not receive a response from the Customer regarding a maintenance or complaint issue within ninety (90) calendar days, the matter will be considered resolved, and the returned product will become the property of the Seller.
9.4. Complaint Restrictions
The Seller is not responsible for defects caused by the Customer or circumstances related to them, nor for defects that arise after the risk of damage to the product has transferred to the Customer. Complaints are also not valid for normal wear and tear. The Seller is not liable for defects beyond what is stated in these general terms unless the Seller has acted with gross negligence or in bad faith.
9.5. Defect Correction
The Customer has the right to demand that the Seller rectify the defect at no cost to the Customer if the defect can be corrected without causing unreasonable costs or inconvenience to the Seller. If the parties agree, the Customer may have the defect corrected, and the Seller may reimburse the Customer for the incurred costs.
9.6. Replacement Delivery
The Seller always has the right to deliver a replacement product instead of correcting the defect. The Customer has the right to request a replacement delivery if: i) The contract breach is significant to the Customer, and the Seller understood or should have understood this, ii) The product in question cannot be replaced with another product due to its characteristics or the assumed expectations of both parties, and iii) There are no obstacles that the Seller would find difficult to resolve or that would require unreasonable sacrifices from the Seller.
9.7. Price Reduction
If defect correction or replacement delivery is not feasible or is not performed within thirty (30) calendar days from the complaint, the Customer has the right to a price reduction equivalent to the defect, provided that the product is part of the Seller’s standard inventory. However, the reduction may not exceed 25% of the agreed price of the product or its defective part, and no compensation is provided for indirect damages.
9.8. Contract Termination
If the Seller fails to take the necessary corrective measures within a reasonable period, or if defect correction or replacement delivery is not possible, the Customer has the right to terminate the contract either in whole or for the specific delivery batch related to the complaint. If the Customer cancels the contract for a single delivery batch, they may also cancel previous batches if the relevant products remain unused, or future batches if their connection to the defective batch causes significant inconvenience to the Customer. The entire contract may be terminated if the contract breach is significant in relation to the overall contract, and the Seller understood or should have understood this.
10. PRODUCT RETURNS
10.1. Return Period
For complaints or warranty claims, the Customer must return the product within fourteen (14) days of purchase. The return shipment must include the return shipping document and a copy of the invoice or receipt.
10.2. Product Condition
Regardless of the reason for the return, the returned products must be complete, unused, and in their original, undamaged, and sealed packaging. Returned products must be properly cleaned, and food-processing machines must be disinfected for hygiene reasons. The Seller reserves the right to refuse to accept products that do not meet these conditions or, alternatively, to charge the Customer a cleaning fee. The Customer is responsible for any damages incurred during transportation, so proper packaging is required. If the value of the returned product has decreased due to Customer handling, the Seller has the right to deduct the corresponding amount from the refund. Returns can also be made at any physical store. A receipt or invoice must be presented for the return.
10.3. Return Shipping Costs
The Seller covers the return shipping costs for defective or warranty-covered products. Returns made contrary to the Seller’s instructions will not be accepted and may be returned to the Customer at their expense.
11. INTELLECTUAL PROPERTY RIGHTS
The Seller’s websites and product catalogs are protected by intellectual and market rights laws. The company name, trademarks, product names, images, graphics, design, layout, product and service descriptions, and other content may not be copied or used without prior written consent from an authorized representative of the Seller.
12. LIABILITY FOR DAMAGES AND LIMITATION OF LIABILITY
12.1. Compensation and Liability Limitation
The parties are entitled to compensation only for breaches of contract caused by negligence or willful misconduct by the other party. Compensation is limited to direct damages and covers reimbursement for costs, price differences, or other immediate damages arising from the breach of contract. The Seller is not liable for damages caused to items other than the sold product itself or for claims from third parties.
12.2. Claim Period
A claim for compensation must be submitted in writing to the other party within one (1) year of the date the contract breach was discovered or should have been discovered. Claims made beyond this period will not be accepted. If the contract breach concerns a defective product, the aforementioned complaint periods apply.
13. FORCE MAJEURE
13.1. Unforeseen Circumstances
A party is relieved of its obligations if it can demonstrate that an unforeseen obstacle, which could not reasonably have been foreseen at the time of contract formation and whose consequences could not reasonably have been avoided or overcome, has arisen. Such circumstances may include labor disputes, war, governmental actions, or significant disruptions affecting the Seller or its subcontractors.
13.2. Third-Party Responsibility
If a delivery delay or defect is caused by a third party engaged by the Seller, the Seller is relieved of liability only if the third party would also be exempt under the above force majeure clause.
13.3. Contract Termination Due to Force Majeure
If a contract cannot be fulfilled within ninety (90) calendar days due to a force majeure event, either party may terminate the contract to the extent that performance is prevented. If the contract is terminated, no further claims may be made against the other party.
14. CONTRACT DOCUMENTS
The contract documents complement each other. If there are conflicting terms within the contract documents, they shall be applied in the following order unless otherwise clearly specified:
1. Any separately drafted main agreement
2. These general terms and conditions
15. APPLICABLE LAW AND JURISDICTION
15.1. Applicable Law
These general terms and conditions are interpreted in accordance with Finnish law. If the Seller, at its discretion, grants exceptions to the application of these contract terms in favor of the Customer, such exceptions shall not be considered a customary practice between the parties.
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