General Sales Terms
These sales terms and conditions apply to Cleamix Oy (hereinafter “Cleamix”) and Purchaser, unless
otherwise agreed by a written agreement between the Parties. Other conditions, including the buyer’s
purchasing conditions, do not apply, unless expressly agreed in writing. The buyer’s specifications of
particular terms in an order etc. are not considered a derogation of these conditions, unless Cleamix has
accepted such specifications in writing. Cleamix is entitled to amend these terms and conditions at any time.
Any amendments to the General Sales Conditions shall be made in writing. The agreement and its
appendices, Cleamix’s offer, and these General Sales Conditions shall prevail over any conflicting provisions
in Purchaser’s orders, confirmations, forms and any other documents.
2 Quotation/Offer, Purchase Order, Order Confirmation
Quotation shall be valid for a period as stated therein. Unless otherwise stated, the Quotation shall be valid
for thirty (30) days from the date of the offer. Cleamix is entitled to amend the price and the delivery time of
the offer if this is warranted by conditions not attributable to Cleamix.
A purchase order (order) placed by the Purchaser shall become binding on him when placed by the
Purchaser to Cleamix. In such cases when the order is not based on an valid offer made by Cleamix, it shall
become binding upon Cleamix accepting it in written form. Cleamix shall not be liable for any incorrect
delivery made according to an oral order unless the Purchaser has confirmed the order in writing.
Prices exclude VAT, taxes, duties, fees, shipping, etc. if not specifically mentioned in written form. Cleamix is
entitled to adjust the purchase price if total costs associated with the manufacture of the goods sold have
increased due to unforeseeable circumstances, such as price increases in raw materials, electricity, taxes etc.
Cleamix shall inform the Purchaser of general changes in prices not less than thirty (30) days prior to
4 Payment and Ownership of Products
Payment shall be made according to the conditions set out in the quotation. The term of payment shall be
Advance Payment, unless otherwise agreed. The products shall remain the property of Cleamix until they
have been paid to Cleamix in full.
The retention of title shall not affect passing of the risk under clause 5. The Purchaser shall not resell, pledge,
use, install, convert, or process the products in any way before they have been paid in full. A breach of this
condition shall entitle Cleamix to cancel all orders and terminate the business relationship with the Purchaser
with immediate effect. Should the Purchaser fail to fulfil his liability to pay within the term of payment,
Cleamix shall be entitled to add an interest rate of 2 % per each starting month s and to suspend further
deliveries without prior notice.
5 Terms of delivery, passing of risk
Delivery terms shall be interpreted according to the ”Incoterms” valid at the time an order is placed. Unless
otherwise agreed, the delivery shall be EXW Cleamix factory (Incoterms 2010) and according to the
instructions given by the Purchaser. The products are delivered in appropriate packages. However, should
the products require special packaging, the Purchaser will be charged separately for such packaging.
6 Time of Delivery and Delays
Should Cleamix discover that the contractual delivery time cannot be adhered to, Cleamix shall inform the
Purchaser without undue delay. Unless otherwise agreed in written form, Cleamix shall not be liable to pay
penalty, indemnifications or liquidated damages in case of a delay, nor shall Cleamix be held responsible for
any indirect or consequential damages caused to the Purchaser.
7 Force Majeure
The following shall be considered as force majeure: industrial disputes, strikes, lockouts, riots, mobs, fires,
floods, wars, embargo, epidemic or pandemic diseases, currency restrictions or any other circumstances
beyond the control of the Parties.
8 Defective Delivery, Guarantee
The Purchaser shall within eight (8) days after receiving the delivery, inform Cleamix of any and all defects in
the delivery or in the products that he has noticed or should have noticed. After this period, the goods
delivered shall be deemed as complete and in good condition and the Purchaser is no longer entitled to make
a complaint about such defects in the delivery or the products.
Cleamix guarantees its products according to conditions set in a separate General Warranty and Liability
Terms, which form an integral part of these conditions.
For special products or in case the product has been produced according to specifications given by the
Purchaser, Cleamix shall be liable that the structure of the product meets the specifications. Cleamix shall
not, however, be liable for defects due to material or construction ordered by the Purchaser, nor shall
Cleamix be liable for the product being suitable for the use it is planned for, unless otherwise agreed. Cleamix
shall only be responsible for damages that may arise when the product is used correctly in conditions the
product is intended for. Cleamix shall not be held responsible for damages caused by faulty installation or
faulty maintenance performed by the Purchaser without the prior written consent of Cleamix. Furthermore,
Cleamix shall not be held responsible for any faulty repairs made by the Purchaser or damages due to use in
inappropriate conditions or damages resulting from normal wear and tear.
The Purchaser shall return within ten (10) working days the products rejected in the inspection of the delivery
or because of a fault covered by the guarantee to Cleamix in their original packaging and at the cost of
Cleamix. Cleamix shall deliver the repaired or replaced products to the original destination at its own cost.
9 Technical Specifications and Instructions
Title to all drawings, diagrams, technical specifications and instructions delivered to the Purchaser by Cleamix
shall remain the property of Cleamix and they shall be returned to Cleamix upon a request. The Purchaser
shall gain no rights to such documentation or/and data/information therein.
10 Patents and Other Industrial Rights
Cleamix holds the title to its patents and other industrial rights. Any drawings, samples, technical
specifications and other knowhow and any other similar industrial rights shall not be used, expressed, copied,
imitated, solicited, communicated or otherwise made available to a third party.
Concerning products manufactured according to Cleamix’s specifications the title to all technical
documentation relating to manufacture, testing and use of the products and industrial rights thereto shall
remain the property of Cleamix. Purchaser shall not without a written consent of Cleamix express to nor use
any information protected by such industrial rights with a third party.
11 Product Liability, Insurances
Cleamix shall be liable for damages to products and damages to third parties caused by Cleamix’s products
according to the current product liability laws in the EU and the conditions set herein.
Parties shall immediately inform each other upon receiving information of such injury, death or damage.
Purchaser shall inform Cleamix of any particular risks he is aware of relating to properties or intended use of
the products. Furthermore, the Purchaser shall inform Cleamix of any product liability claims presented
relating to the products.
Both Parties shall maintain at their own cost liability, product recall and product liability insurances covering
third party damages. The insurance cover shall be sufficient and up to a level customary to the industry. The
Purchaser shall be liable to present a certificate of the insurance detailing its coverage upon a request from
Should Cleamix have any reason to suspect that the product may cause a danger to users or third parties,
Cleamix shall have the right to suspend deliveries and to recall the product. In such case the stipulations
regarding force majeure shall be applied.
12 Limitation of Liability
Cleamix shall not be liable for damages caused by faulty maintenance unless Cleamix itself has made the
faulty maintenance. Cleamix shall not be liable for damages caused by inappropriate use of the product.
Cleamix shall not be liable for any indirect or consequential damages and economical losses, such as lost
profit. Cleamix’s liability for direct damages shall be limited to the purchase price paid by the purchaser.
13 Cancellation of the agreement
In case the other Party is in an essential breach of terms of the agreement, or these General Sales Conditions
Parties shall have a right to cancel the agreement in writing.
In case of bankruptcy, insolvency, dissolution, liquidation or filing a petition for any of the foregoing or any
similar arrangement involving the Purchaser constituting reasonable doubt that the Purchaser fails to fulfil
its obligations arising out of the agreement Cleamix shall have the right to cancel the agreement and invoice
reasonable costs from products that are specifically made for the other Party.
Cleamix shall have a right to cancel the agreement upon technical or production related circumstances
causing it impossible uphold the agreement.
14 Applicable Law and Disputes
Unless otherwise agreed between Cleamix and the buyer, this agreement is governed by the laws of Finland,
except for the regulations pertaining to the selection of the applicable legislation and the UN Convention on
Contracts for the International Sale of Goods (CISG).
The parties shall primarily endeavor to settle any disputes relating to this agreement between Cleamix and
the purchaser through mutual negotiations. Should the Parties fail to settle the matter in dispute, it shall be
finally and exclusively settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber
of Commerce. The arbitral tribunal shall be composed of one arbitrator who is nominated according to the
aforementioned rules. The place of arbitration shall be Helsinki, and the language to be used in the arbitral
proceedings shall be English.
However, Cleamix shall always have the right to collect any undisputed invoices due from the purchaser in
the district court of the domicile of Cleamix as court of first instance.