General Conditions of Sale of Luvata Pori Oy

PREAMBLE

1. These General Terms and Conditions for Sales (“GTCs”) shall apply to all offering, supply, sales and deliveries of products, materials and services (“Goods”) by Luvata Pori Oy (“Luvata“) to the counter-party, purchaser, receiver of offer or of delivery (“Purchaser”).

2. These GTCs prevail over any other terms or conditions contained or referred to in the Purchaser’s order, in correspondence or elsewhere, or, as implied by trade custom or course of dealing, unless specifically otherwise agreed in writing by the parties.

OFFER AND CONFIDENTIALITY

3. An offer by Luvata is valid for acceptance for 7 (seven) days from the date of the offer, provided, however, that unless Luvata has explicitly notified the Purchaser otherwise, the offer is not binding upon Luvata and may be revoked or altered by Luvata at its sole discretion before Luvata’s written Order Confirmation.

4. The proposals, drawings, design, cost calculations and any other documents and data, in any form, accompanying Luvata’s offer or otherwise furnished to the Purchaser by Luvata, remain Luvata’s sole property. No intellectual property rights shall be transferred by the contract unless expressly agreed upon by the parties.

5. The Purchaser is not entitled, irrespective whether a contract is entered into or not, to disclose any information contained therein to third parties or to use the information for any other purpose than as authorized by Luvata, unless Luvata has given its written consent to the Purchaser to do so. All information shall be deemed confidential, unless the Purchaser can evidence otherwise. All such documents, information and data shall be returned to Luvata upon Luvata’s request.

6. The weights, dimensions and other data included in the documents furnished by Luvata shall not be binding upon Luvata, save to the extent that they are included in the contract and made binding by explicit reference.

ORDER AND ACCEPTANCE

7. A contract shall be deemed to have been entered into when after receipt of an order Luvata has sent its acceptance and confirmation of the order (“Order Confirmation”) in writing within the time limit, if any, set by the Purchaser. The contract is deemed to follow the terms of Luvata’s Order Confirmation and the terms mentioned in such Order Confirmation shall be binding upon the parties.

SPECIFICATIONS

8. The scope of the contract is defined by the specifications set forth in Luvata’s Order Confirmation. Material selection is subject to Luvata’s discretion and Luvata may make changes to the specifications in order to conform with any statutory or industry requirements.

PRICES

9. The prices of the Goods supplied by Luvata shall be the prices defined in Luvata’s price lists at the time of dispatch, unless otherwise agreed in writing.

10. The prices in Luvata’s price lists, offers or Order Confirmations do not include any taxes, customs duties or other charges levied or collected, or any other fees or costs incurred or charges imposed by tax or other authorities. Value added tax is not included in the price regardless of the country where it may be levied. Luvata shall invoice the Purchaser for any such value added tax and all said taxes, duties, charges, fees and costs shall be borne by the Purchaser, unless otherwise agreed in writing.

QUANTITIES TO BE DELIVERED

11. If the ordered quantity has been set by the Purchaser on the basis of weight, it shall be considered approximate, and the quantity to be supplied is allowed to deviate from the quantity ordered by plus/minus 10 (ten) per cent provided, however, that a deviation of the weight of one individual unit (e.g. one sheet) is allowed. Luvata may, at its sole discretion, adjust the prices accordingly. In orders for rods, tubes or profiles in meters, the total quantity ordered will be delivered within the accuracy of one rod, tube or profile without cutting of any individual unit to meet the exact quantity ordered. If the desired number of Goods has been specified in the order, the Goods will be delivered accordingly.

12. The quantity to be delivered shall be determined at Luvata’s works and the invoicing shall be based on such determination accordingly.

DELIVERY

13. The delivery terms are defined in Order Confirmation and shall be interpreted in accordance with Incoterms 2020 (or a later revision in use at Luvata) except where inconsistent with any of the provisions contained in these GTCs. If no delivery term is defined in the Order Confirmation, the Goods shall be deemed to be delivered Ex Works (Incoterms 2020 or a later revision in use at Luvata). The risk of damage to or loss of the Goods shall pass to the Purchaser at delivery, unless otherwise agreed.

TIME OF DELIVERY

14. The time of delivery for the order shall be, unless otherwise agreed, the time specified in Luvata’s Order Confirmation or as per Luvata’s capacity planning.

15. Notwithstanding clause 14, the time of delivery for the Goods shall be considered approximate. Luvata shall not be liable for any indirect or direct damages or consequences attributable to delay in the delivery.

16. If the delay in delivery is more than thirty (30) days and it would be unreasonable to request the Purchaser to accept such late delivery, the Purchaser shall, to the exclusion of any other remedy, have the right to terminate the contract by written notice received by Luvata. The Purchaser must give such termination notice within seven (7) days from the end of such 30-day period. Such termination cannot, however, be made in respect of Goods the manufacturing of which has advanced so far that Luvata cannot use them for any other order that is manufactured at the same time.

17. Should the delivery be delayed by any circumstances mentioned in clause 27 or by an act, passivity or omission of the Purchaser or third party, such an extension of delivery time shall be granted to Luvata as is reasonable considering all the circumstances.

PAYMENT

18. The Purchaser shall make payments to Luvata in the manner and at the time(s) agreed by the parties without any deduction or set-off. In the absence of agreement, the payment shall be made 14 (fourteen) days from the date of the invoice or on the due date specified in Luvata’s invoice, whichever is earlier. Where the Purchaser delays in making any payment, or, where it is foreseeable the Purchaser will be in default, Luvata may postpone the fulfilment of its own obligations until such payment is made, and, recover delay interest on the amount due from the time fixed for payment at the rate either defined in Luvata’s invoice or, if no penalty interest rate has been defined in Luvata’s invoice, at the rate of sixteen (16) percent p.a. interest, without prejudice to any other rights or remedies available to Luvata. All payments shall be made in the currency specified in the Order Confirmation.

TITLE

19. The Goods delivered shall remain Luvata’s property until all payments under the contract have been received in full by Luvata. Until the title passes, Luvata has the right to recover the Goods in the Purchaser’s possession or control and Luvata is hereby given the right to enter any site or building, where the Goods reside to collect them.

PACKING

20. Should the Purchaser have any special requirements as to the packing of the Goods, those are to be presented in connection with the placing of the order. If not otherwise agreed, the Goods will be packed according to Luvata’s current packaging standards.

ACCEPTANCE, INSPECTION AND CLAIMS

21. The Purchaser is deemed to have accepted the quantity, quality, condition, packing and marking of the Goods delivered, unless it has given notice to Luvata in writing within 7 (seven) days from the date the Goods were delivered to the Purchaser or its representative. All claims for deviations or defects regarding the Goods or their delivery that may be visually noticed or otherwise known at delivery, shall be made at delivery. Otherwise, the Purchaser is deemed to have accepted the Goods as is.

22. Should the Purchaser wish to inspect the Goods before delivery, such inspection shall be agreed upon at the time of entering into the contract. The inspection shall take place at Luvata’s works at the latest 7 (seven) days after Luvata has informed the Purchaser that the Goods are ready for inspection. The Purchaser performs the inspection at its own cost and risk. The Purchaser shall issue a report of inspection including all its remarks to Luvata within 7 (seven) days from the inspection date. Otherwise, the Purchaser is deemed to have accepted the Goods as is.

23. Luvata’s liability after the delivery of Goods shall be limited to what is stated in Clauses 24, 25 and 26 herein.

LIMITED GUARANTEE, LIMITATION OF LIABILITY

24. Subject to the limitations stated here, Luvata guarantees that the Goods delivered to the Purchaser will be free from defects resulting from faulty materials or workmanship. This guarantee shall, however, apply only to defects and nonconformities, which appear and have been notified in writing to the Seller during the period of 12 (twelve) months from the date of delivery.

25. Where the Purchaser wishes to avail himself of the guarantee given in Clause 24, it shall notify Luvata in writing immediately upon discovery of any defect made within the guarantee period. On receipt of such notification Luvata shall at its option, provided that Luvata confirms that defects fall under the guarantee hereunder, either (i) repair the defective Goods after having them returned to it, or (ii) replace them as soon as may be reasonably practicable (on the same delivery terms as the original delivery), or (iii) repay or credit the Purchaser for the invoice price or relevant part thereof (including freight). Luvata’s liability, deriving from any reason or cause whatsoever, for defects in Goods is limited to remedies under items (i)-(iii) above. The Goods confirmed to be defective by Luvata shall be returned upon Luvata’s request to Luvata at its expense. This is the sole guarantee given by Luvata. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, ARE MADE OR WILL BE DEEMED TO HAVE BEEN MADE BY LUVATA. The Purchaser shall bear the sole responsibility for determining the suitability of the Goods for the use or purpose contemplated by the Purchaser.

26. Save as otherwise expressly provided in these GTCs or in the contract between the parties, LUVATA SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS, DAMAGE OR DAMAGES, included but not limited to loss of profit, loss of production, loss of use of the delivered products or any other property, cost of capital, downtime costs, damage to plant or property, personal injury and claims from the Purchaser’s customers or any third party.

FORCE MAJEURE

27. These GTCs and other terms offered by Luvata are based on the current business circumstances. Luvata reserves the right to change the terms in a possible event beyond Luvata’s control, i.a. changes in tax, duties, charges or costs, or, the consequences thereof, which Luvata could not reasonably be expected to foresee, avoid or overcome. For avoidance of doubt, delay in or failure to carry out the obligations of the parties under a contract shall not be deemed a default and/or breach of the contract if such delay is caused by a reason of force majeure. A reason of force majeure may be an act of nature, fire, war, government restriction, labor dispute, delay in delivery by subcontractors or service provider, shortage, damages at Luvata’s works, breakage or loss during transportation or storage, and any other reasons, whether similar or dissimilar to those enumerated, which are beyond the control of the party affected. The party affected by such force majeure shall without delay inform the other party at its commencement with an indication of its probable duration, and notify the other party upon termination of the force majeure event.

COMPLIANCE WITH LAWS AND HIGH ETHICS

28. Each party undertakes to (i) comply with all applicable anti-corruption and anti-money laundering laws & regulations besides all other applicable laws and regulations; (ii) follow similar ethical standards as those in Luvata’s Business Partner Code of Conduct (available at www.luvata.com); (iii) comply with all sanctions and export control regulations that are applicable to it, its business or the Goods, including, but not limited to, any economic or financial sanctions or trade embargoes implemented, administered or enforced by the United Nations, European Union, USA, Japan and UK (collectively “Sanctions Laws”); and to (iv) maintain effective, risk-based policies, procedures, and controls for this purpose. Each party represents and covenants (on an on-going basis) that neither it, nor any of its subsidiaries, directors or officers, is an individual or entity (“Person”) that is, or is directly or indirectly at least 50% owned or otherwise controlled by one or more Persons that are, subject to or targeted by Sanctions Laws. The Purchaser hereby acknowledges that the Goods may also be subject to export controls and licensing requirements. Any delay or incomplete delivery, caused by a denied or delayed export license or authorization required by applicable Sanctions Laws or other regulations, shall not constitute a breach of contract. All deliveries are subject to all necessary export licenses and authorizations being granted. If required for compliance with applicable Sanctions Laws, the Purchaser shall upon request from Luvata provide an end-user statement before an order is accepted by Luvata. The Purchaser shall not use, supply, sell, resell, export, re-export, transfer, dispose of, disclose or otherwise deal with the Goods, directly or indirectly, in or to any country, destination or person in violation of Sanctions Laws or for any prohibited end-use in violation of Sanctions Laws. For avoidance of doubt, the Purchaser shall not (i) supply any Goods to or to be used in Belarus, Cuba, Iran, North Korea, Russia, or Syria or the Russian-occupied regions in Ukraine and (ii) supply any Goods to be used in connection with weapons of mass destruction or their means of delivery, or in the production of military goods in a country subject to an arms embargo imposed by the United Nations, European Union, USA, Japan or UK. The Purchaser undertakes, that having exercised risk-based due diligence, to the best of its knowledge, its direct or indirect business partners that use, supply, sell, resell, export, re-export, transfer, dispose of, disclose or otherwise deal with the Goods, also comply with this Clause. The Purchaser shall immediately notify Luvata in the event any of the representations or covenants in this Clause is or becomes untrue during the term of the contract. The Purchaser shall indemnify and hold harmless Luvata and its affiliated companies from and against any loss, liability, claim, proceeding, action, fine, cost and damages of whatever nature that Luvata may incur or sustain by reason of it being in breach of the representations, covenants and undertakings given herein. Notwithstanding anything to the contrary in the contract, in the event that Luvata, in its sole discretion, determines that any action of the Purchaser would constitute a violation of Sanctions Laws, could give rise to secondary sanction exposure, place Luvata or its affiliated companies in violation of Sanctions Laws, or expose Luvata or its affiliated companies to penalties under Sanctions Laws, Luvata shall be entitled to immediately terminate the co-operation between the parties and the contract, without any right of compensation by the Purchaser. If the contract is terminated pursuant to this Clause, Luvata shall not be liable for any harms, damages, loss or restitution to the Purchaser or to third parties.

OTHER PROVISIONS

28. If the Purchaser becomes insolvent, goes into receivership, is adjudged bankrupt or becomes subject of dissolution, liquidation or bankruptcy proceedings or applies for judicial or extra-judicial settlement with its creditors or makes an assignment for the benefit of its creditors or is threatened by measures such as listed above, or if its financial position has deteriorated substantially so that Luvata, at its sole discretion, finds it foreseeable that the Purchaser will not be able to fulfil its contractual obligations, Luvata may, at its sole discretion without prejudice to any of its other rights, stop any Goods in transit and/or suspend its obligations or further deliveries and/or, by written notice to the Purchaser, terminate the contract without a penalty.

29. Luvata’s failure at any time to require strict performance by the Purchaser of any of the provisions herein shall not waive or diminish Luvata’s right thereafter to demand strict compliance therewith or with any other provision. Waiver of any default shall not waive any other default.

30. Any dispute arising out of or in connection with the contract shall be settled finally out of court by arbitration in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. The arbitration proceedings shall take place in Helsinki, Finland, and the language of the arbitration proceedings shall be English. Luvata shall, however, have at its sole option the right to collect debts due from the Purchaser by means of ordinary legal process in the appropriate court(s) within the Purchaser’s country. The contract shall be governed in all respects by the laws of Finland, with the exclusion of its conflict of law rules and the United Nations Convention on the International Sale of Goods (CISG) (save for clause 13, third paragraph). If the Purchaser’s domicile country has not ratified the Convention on Reciprocal Enforcement of Arbitral Awards, Luvata shall be entitled to waive arbitration and proceed against the Purchaser in its domicile.

1/2025