Verkkokauppa.com Oyj General Terms and Conditions for B2B Sales
Updated: 1 February 2023
1. Scope and Parties
These General Terms and Conditions (“Terms”) apply to Sales Agreements (defined in Section 2 below) between Verkkokauppa.com Oyj (“Supplier”) and its customers (“Customer”). The Supplier and the Customer are also referred to below as “Party” or “Parties”. These Terms are an integral part of any framework or other agreement regarding the delivery of Products and/or Services between the Parties (“Agreement”) and Sales Agreements.Terms included in an order or other document provided by the Customer do not apply to the Agreement or Sales Agreements. The Supplier reserves the right to update these Terms without prior notice.
This English-language version is a translation of the original Finnish-language terms and conditions and is provided for convenience only. If there are any discrepancies between the language versions, the Finnish-language version shall prevail.
2. Definitions
The following terms have the meanings defined below:
”Documentation” means user manuals, descriptions, and other similar documentation provided to the Customer in writing or electronic form, or included with the Products.
”Sales Agreement” means a binding agreement between the Supplier and the Customer for the order of a Product or Service. A Sales Agreement is formed when the Customer places an order in the Online Store, based on the Supplier's offer, or as otherwise agreed by the Parties, and the Supplier sends an order confirmation electronically or in writing.
“Service(s)” means the Supplier's services agreed to be delivered to the Customer in the Sales Agreement, such as installation or maintenance services. Separate general terms may apply to Services.
”Product” means a product available in the Online Store or any other Product the Supplier and Customer have agreed to deliver.
”Online Store” means the Supplier's online marketplace where the Customer can order Products and/or Services.
3. User Account and Customer Information
3.1 When placing an order, the Customer must provide complete company and contact information, a delivery address, and a billing address if required.
3.2 The Customer is responsible for maintaining the confidentiality of their user account and passwords and for restricting access to them. Only the designated user may use the account. The Customer is responsible for all activity in the Online Store occurring under their accounts and passwords. Information provided by the Customer must be truthful, accurate, and complete, and must be kept up to date. If the Customer suspects a security
4. Order and Delivery
4.1 The Customer can place orders for Products currently available in the Online Store. The Customer can select a delivery method for the order in the Online Store. Delivery method-specific shipping and delivery costs are itemized in the Online Store during the order process. The Supplier cannot guarantee Product availability, which is confirmed when the Supplier sends the Customer an order confirmation.
4.2 An order placed by the Customer in the Online Store is a binding purchase offer by the Customer. A binding Sales Agreement is formed when the Supplier has sent the Customer an order confirmation.
4.3 Products may be subject to legal or other restrictions regarding to whom and for what purpose Products can be delivered. The Customer is responsible for ensuring that the Customer is entitled
under applicable law to order and use the ordered Products. The Supplier may request proof from the Customer in this regard.
4.4 The Supplier is not obligated to accept all orders. The Supplier may restrict the sale of Products in exceptionally large quantities.
4.5 The Customer may not order Products for resale.
4.6 Before ordering Products and Services, the Customer must ensure that the Product and Service are suitable for the Customer's intended use.
4.7 Products from a single order may be delivered in multiple shipments. The Supplier is not obligated to reserve other Products from the same order for the Customer if one Product has poor availability or its delivery is delayed for reasons beyond the Supplier's control. The Customer may alternatively accept either delayed product back-order delivery or order cancellation. Back-order delivery postage will be charged according to the current price list. Products in an order will be reserved for a maximum of 7 days.
4.8 Stated or confirmed delivery times are estimates and cannot be guaranteed.
4.9 If the Supplier does not grant credit to the Customer, the Supplier is not required to ship any Product until the Customer pays the Product price and shipping and delivery costs.
4.10 The Customer is responsible for customs clearance, customs duties, and tax and other similar payments in the Customer's home country or other country where the Product is delivered outside the European Union. The Supplier will state the actual value and contents of the shipment in accompanying documents.
5. Service Delivery
5.1 Installation, maintenance, and other service products are sold according to the terms specified on the product pages or in the delivery details.
5.2 The Supplier provides Services during its standard service hours. If the Customer requests Services outside these hours, an additional fee will be charged based on the Supplier’s current price list.
5.3 Services are performed using the Supplier's standard methods. Unless the Sales Agreement specifies otherwise in writing, the Supplier determines how the Services are implemented.
5.4 Unless otherwise agreed in the Sales Agreement, Services are performed remotely. The Customer is responsible for providing and maintaining the necessary hardware, software, network connections, and security at their own expense.
5.5 The Supplier is not liable for any data or software stored on digital media or Products during maintenance, warranty repairs, or other procedures. Customers must back up all data before sending a Product for service. Data recovery from the Product or backups is available as a paid service.
5.6 A Service is considered defective if it or its outcome fails to substantially meet the terms of the Sales Agreement.
5.7 Services are deemed accepted if: (i) the Customer does not provide a detailed written notice of defects via email or letter within fourteen (14) days of completion; (ii) the Customer confirms acceptance or pays the invoice; (iii) the Supplier has corrected any reported defects within the 14-day period; or (iv) the Customer puts the Service outcome into production use.
5.8 The Supplier’s liability for Service defects is limited to correcting reproducible errors or re-performing the Service. This requires the Customer to provide a detailed written notice of the defect via email or letter within the acceptance period specified above.
5.9 Unless a return via Posti or other means is agreed upon, the Supplier will store Products for three (3) months after notifying the Customer that the work is complete. After this period, uncollected Products may be recycled. The Customer is responsible for all shipping and return costs related to the service.
6. Prices and Payment
6.1 The Product price is the price displayed in the online store at the time of ordering, regardless of any other pricing seen elsewhere online or in brochures. If the Parties agree on a sale through other means, such as a quote, the price will be as stated in the quote or the Sales Agreement. Service prices are as agreed in the Sales Agreement. Product prices do not include shipping or delivery costs. Prices are listed excluding VAT and similar taxes.
6.2 The Supplier reserves the right to change Product prices in the online store without prior notice. Price changes do not apply to existing Sales Agreements.
6.3 If a price in the online store is clearly incorrect due to a clerical or typographical error, the Supplier reserves the right to cancel the Sales Agreement by notifying the Customer.
6.4 The Customer is responsible for shipping and delivery costs, which are displayed in the online store during checkout.
6.5 Available payment methods are listed in the online store. Not all methods apply to all Products and Services. Unless otherwise agreed, the same payment methods apply to Services if invoicing is not available. The Supplier may perform a credit check before determining available payment methods and may not offer all options to every Customer. Invoices are sent exclusively as e-invoices or in other electronic formats.
6.6 Transactions are also subject to the terms and privacy policies of the relevant payment service provider (such as Paytrail (www.paytrail.com (Ulkoinen palvelu) (Avautuu uuteen välilehteen))). For leasing or other financing, the provider's specific terms apply. The Supplier is not responsible for the actions of payment or financing providers.
6.7 The Customer must be fully authorized to use the card, account, or other payment method used for the transaction.
6.8 For invoice payments, prices and costs are billed once the carrier has collected the Product for delivery. Any objections to the invoice must be made within seven (7) days of the invoice date. Invoices must be paid online in euros. The payment term is fourteen (14) days from the invoice date. Late payment interest is charged according to Section 4a of the Interest Act (633/1982, as amended). The Supplier may suspend deliveries if the Customer’s payments are overdue.
6.9 VAT and other applicable taxes are added to the prices and are payable by the Customer.
6.10 If the Parties agree that Services will be performed at the Customer's premises or another location outside the Supplier's facilities, the Supplier may charge for travel, accommodation, and daily allowances. In such cases, the Supplier may also charge an hourly rate for travel time.
7. Delivery Terms, Risk, and Ownership
7.1 Unless otherwise agreed in the Sales Agreement, the delivery term is FCA (Finnterms) 2001. Risk of loss or damage passes to the Customer according to the delivery term.
7.2 The Supplier retains ownership of the Product until the price and all other fees are paid in full.
8. Returns and Cancellations
8.1 Products have a 32-day return policy. However, the right of return does not apply to:
- 8.1.1 Products with return restrictions specified in the consumer terms;
- 8.1.2 Products customized to the Customer's specifications (e.g., CTO configurations);
- 8.1.3 Products purchased via leasing;
- 8.1.4 Products provided via a separate written or emailed quote;
- 8.1.5 Outlet products;
- 8.1.6 Games, movies, software, or other sealed Products if the packaging has been opened; or
- 8.1.7 Digital content if the electronic delivery has already begun.
- 8.1.8 For the sake of clarity, Services are non-returnable.
8.2 Services cannot be returned, and the Customer may not cancel a Service order or Sales Agreement unless otherwise specified.
8.3 The Customer must handle the Product and its accessories, manuals, and packaging with care to ensure they remain in as-new, unused, and resalable condition until a return decision is made. The Customer is liable for any decrease in value if the Product is used, damaged while in their possession, or damaged during return shipping.
8.4 Returned products must be packed carefully to prevent damage during transit.
8.5 The Customer must keep all return-related documentation until the Supplier confirms receipt of the return.
8.6 The Supplier will refund the Product price for returned items, excluding shipping and other costs, without undue delay once the items are received and their condition is verified. The Customer is responsible for return shipping costs for oversized or heavy items (over 100 x 60 x 60 cm or 25 kg). Refunds are issued using the original payment method unless otherwise agreed. For orders paid via invoice or bank transfer, the Customer must provide their bank account details for the refund.
9. Warranty
9.1 Any warranty provided by the manufacturer or importer is subject to their specific terms, as detailed in the Product manuals or on their websites. Warranty terms for business use may differ from those for consumers.
9.2 To resolve defects, the Customer must contact a service center authorized by the manufacturer or importer. Verkkokauppa.com does not provide its own warranty for Products and is not responsible for warranty service costs.
9.3 The Customer must provide electronic evidence of the defect, such as a screenshot or photograph.
9.4 The Supplier’s liability for Product defects is limited to the warranty provided by the manufacturer or importer. The Customer must send the Product to the manufacturer’s or importer’s service center for warranty repairs.
9.5 The warranty begins on the date of purchase. Warranty repairs do not restart the warranty period; it continues from the original purchase date. The Supplier is not responsible for any costs incurred by the Customer related to warranty service, such as shipping.
9.6 Opening the Product to modify it voids the warranty unless otherwise stated by the manufacturer or importer.
9.7 The Customer must review the Product manuals and warranty terms before use.
9.8 Not all Products include a warranty; for example, Outlet products are sold without one. Outlet products cannot be exchanged for equivalent new items at regular prices.
9.9 If a warranty repair is impossible or would incur unreasonable costs, the Supplier may cancel the Sales Agreement for that Product and refund the purchase price.
The Customer will be charged for warranty repair costs if the Product does not have a defect covered by the warranty terms.
The Supplier, manufacturer, or importer is not responsible for data or software stored on digital media or Products during warranty repairs. Customers must back up their data before sending the Product for repair. Data recovery from the Product or backups is a paid additional service.
10. Inspection upon delivery and claims
10.1 The Customer must ensure the packaging and Product are undamaged upon delivery. If the packaging or Product is damaged, the Customer must ask the carrier to note the damage.
10.2 Any damage or defect must be reported immediately to the Supplier's customer service in writing or by email, no later than eight (8) days after receipt. The Customer must follow all instructions provided by customer service, including those regarding Product returns.
10.3 Store staff do not process claims.
10.4 Once the Product is returned and the claim is approved, the Supplier will remedy the defect at its discretion by repairing the Product, providing a replacement, or issuing a price reduction.
10.5 The Customer must provide a detailed description of the defect. If the Product is found to be defect-free, the Customer may be charged for the inspection and any shipping or other costs incurred by the Supplier.
11. Cooperation
11.1 The Customer must promptly: (i) provide necessary information to the Supplier at no cost and otherwise cooperate to ensure the Supplier can deliver the agreed Products and Services according to the Purchase Agreement; (ii) ensure the Supplier and its subcontractors have physical or remote access to the Customer's premises, equipment, or systems as required to provide the Service.
11.2 The Customer is responsible for the accuracy of the information, materials, and instructions provided, and for ensuring the Supplier and its subcontractors can use them to fulfill their obligations.
11.3 The Supplier reserves the right to charge for additional costs resulting from incorrect information provided by the Customer or other reasons attributable to the Customer. These may include costs for re-billing or re-delivery due to an incorrect billing or shipping address.
12. Personal data and cookies
12.1 Personal data processing is subject to the Supplier's privacy policy, available as amended at: www.verkkokauppa.com/fi/ohjeet/tietosuojaseloste
12.2 Verkkokauppa.com uses cookies in accordance with the cookie policy displayed on the site.
13. Intellectual property rights and licenses
13.1 The Supplier and/or its suppliers own all images, data, text, and presentations on Verkkokauppa.com, other Supplier sites, brochures, and advertisements. The Supplier or its suppliers also own the copyrights and all other intellectual property rights to these, as well as to the Products, Documentation, Services, and Service results. These Terms, the Agreement, or Purchase Agreements do not transfer or license any intellectual property rights to the Customer; any license terms are defined within the Products or provided upon delivery.
13.2 For clarity, the Supplier primarily provides third-party Products, and no agreement exists between the Supplier and the manufacturer regarding the use of materials included with the Product. Therefore, the Customer must enter into appropriate license agreements with software providers, for example, unless the license is included with the Product. Some third-party services and products may also be subject to terms defined by those suppliers, which will be communicated to the Customer as part of the Product, Service, or otherwise.
13.3 Verkkokauppa.com may contain links to third-party websites and information (such as Product suppliers). These websites and information are subject to the third party's terms of use. The Supplier is not responsible for third-party websites, information, content, or activities.
14. Confidentiality
14.1 Each Party agrees to keep confidential any information and material received from the other Party that is reasonably considered or marked as confidential ("Confidential Information") and may only use such Confidential Information to fulfill obligations or exercise rights under the Agreement and Purchase Agreements. The Supplier may disclose the Customer's Confidential Information to subcontractors to fulfill the purpose of the Agreement and Purchase Agreements, provided the subcontractors commit to substantially similar confidentiality obligations.
14.2 Confidential Information does not include information or material that: (a) is generally known or publicly available without breaching this obligation; (b) was received from a third party without a confidentiality obligation; (c) was already in the receiving Party's possession before receipt; (d) was independently developed without using the other Party's Confidential Information; or (e) must be disclosed by law or court order. The Supplier may also use general experience and professional skills acquired by its staff or subcontractors during deliveries to the Customer.
14.3 These confidentiality obligations apply to each piece of Confidential Information for five (5) years from the date of disclosure.
15. Liability
15.1 The Supplier is not liable under or in connection with the Agreement, Purchase Agreement, or these Terms for (i) indirect damages, such as loss of revenue, profit, or savings, or damages caused by Product defects; (ii) cover purchases; (iii) loss or alteration of data and resulting damages or costs, such as data recovery; or (iv) compensation payable to third parties.
15.2 The Supplier's liability for a Purchase Agreement and its Products and Services (including damages, price reductions, and refunds) shall not exceed the VAT-exclusive price paid by the Customer for the specific Product or Service that caused the damage, less any benefit derived from its use.
15.3 In addition to the limitation in section 15.2, the Supplier's total aggregate liability during a contract year under the Agreement and all Purchase Agreements is limited to the lower of: (i) twenty thousand euros, or (ii) the total VAT-exclusive price paid by the Customer for Products and Services during that contract year, less any benefit derived from use. If no separate Agreement exists, a contract year refers to each 12-month period starting from the first Purchase Agreement.
15.4 The Supplier's liability for errors by a transport provider or other subcontractor is limited to the price paid to that subcontractor for the Service. However, the Supplier is liable, subject to these Terms, if the Product is damaged while the Supplier bears the risk of loss during transport. If the Customer has arranged the transport service, the Supplier is not liable for any errors by the transport provider.
16. Governing law and dispute resolution
16.1 These Terms, the Agreement, and Purchase Agreements are governed by Finnish law, excluding its choice-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG).
16.2 Any disputes arising from the Agreement or Purchase Agreements will be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration is Helsinki. The language of arbitration is Finnish, but oral and documentary evidence may be presented in English. The arbitrator must hold at least a Master of Laws degree from a Finnish university. Notwithstanding the above, either Party may seek interim injunctive relief to prevent or end a breach, and the Supplier may pursue overdue payments in any court of general jurisdiction.
17. Validity of the Purchase Agreement
17.1 A Party may terminate the Purchase Agreement immediately by written notice if the other Party commits a material breach and fails to remedy it within thirty (30) days of receiving a written notice to do so. Any payment delay by the Customer is considered a material breach. The Supplier may also terminate the Purchase Agreement immediately by written notice if the agreed payment method is invoice or credit and the Customer becomes insolvent.
17.2 Upon termination of the Purchase Agreement, terms regarding pricing, payment, intellectual property, confidentiality, and limitations of liability will remain in effect. Any other terms that by their nature are intended to survive termination will also remain in effect.
18. Miscellaneous
18.1 Neither Party may assign the Agreement, Purchase Agreement, or their rights and obligations to a third party without the other Party's written consent. However, the Supplier may assign the Agreement and Purchase Agreements to a third party in the event of a partial or total business transfer, or to a group company. The Supplier also reserves the right to assign its receivables and their collection to a third party.
18.2 The Supplier may use subcontractors and is responsible for their work as its own. For clarity, Product manufacturers or suppliers are not considered subcontractors. The Supplier provides these Products in accordance with these Terms.
18.3 The Customer must comply with all laws and regulations regarding the export and import of Products, Documentation, and technical data. The Supplier reserves the right to refuse sales for resale or if required by the Supplier's compliance policies.
18.4 The Agreement and Purchase Agreements constitute the entire agreement between the parties. They supersede all prior negotiations, oral or written agreements, marketing materials, and quotes regarding the subject matter.
18.5 If any provision of the Agreement is found invalid, the remainder of the Agreement remains in effect. The Parties shall amend the provision, and the Agreement shall be interpreted to preserve the original intent as closely as possible.
18.6 The Supplier may use the Customer as a reference and, for this purpose, use the Customer's name, logo, and contact information.
18.7 The Supplier is not liable for delays, errors, or damages caused by circumstances beyond its reasonable control that could not have been reasonably foreseen at the time of the agreement and whose consequences could not have been avoided or overcome. Such obstacles include natural disasters, power or line outages, internet or telecommunications disruptions, cyberattacks, strikes or other labor disputes, and government regulations, including the worsening of existing situations (e.g., expanding strikes or worsening epidemics). Labor disputes are considered force majeure even if the Supplier is a target or participant. Similar obstacles affecting subcontractors are also considered force majeure.