GENERAL TERMS AND CONDITIONS OF SALES – E-COMMERCE

Article 1. Purpose

1.1. These General Terms and Conditions of E-commerce Sale (hereafter referred to as “T&C“) apply to the online sale of all Products (as defined hereafter) of T-Drill Oy to any professional customer (the “Customer“), referred to as “Party” on the www.t-drill.com website (the “Site“). The customer has to have VAT number.

1.2. All Customer orders imply unconditional acceptance of the T&C and express renunciation of the Customer’s own general terms and conditions of purchase.

1.3. T-Drill Oy reserves the right to modify the T&C at any given moment. This applies to all new orders and those which have been previously placed. T-Drill Oy requests that the Customer reads the T&C for each order.

1.4. If T-Drill Oy does not exercise its rights at a given time, in relation to one of the clauses within the T&C, this shall not be interpreted as a waiver of its right to invoke these same clauses at a later date.

Article 2. Products

2.1. The sales and delivery of all Products presented on the Website are available for the Europe only. T-Drill Oy ensures that the Product descriptions inform the Customer of the necessary product information before the Customer places an order.

2.2. T-Drill Oy commits to carefully, conscientiously and reliably processing each order in compliance with the industry rules and practices in force at the time of the order.

Article 3. Customer account

3.1 Before placing a Product order via the Website each Customer must create an account in webshop.

3.2 When placing the first order, the Customer must follow the account creation procedure and provide the Customer’s postal details, email address and create a password. This password is personal and is under the Customer’s responsibility. Customers must immediately inform T-Drill Oy of lost or forgotten passwords by changing said password on the relevant webform on the Website.

Article 4. Order procedure

4.1. If a Customer wishes to place an order, the Customer must add the desired Products to the Shopping cart by clicking on the “buy” button. The Customer can, at any moment, access the Shopping cart and make changes by clicking on the corresponding link.

4.2. Once the Customer is ready to confirm the chosen products, and therefore the order, the Customer must proceed to checkout.

The Customer will then follow the order procedure by checking the required invoicing and delivery information.

If the order is correct, the Customer must read these General Terms and Conditions and accept them by ticking the box for this purpose or by cancelling the order.

After accepting General Terms and Conditions the Customer must choose a payment method to complete the order.

Article 5. Proof of order and order tracking

5.1. The computerised records stored in T-Drill Oy´s ERP system will be considered as proof of communications and orders.

5.2. It is expressly agreed that the data stored in T-Drill Oy’s computer systems has probative value with regards to Customer orders.

5.3. Purchase orders and invoices are filed on a reliable and durable support in order to provide an exact and long-lasting copy.

5.4. Once an order has been confirmed, T-Drill Oy will send the order confirmation to the Customer by email, to the email address provided on the Customer account.

5.5. The Customer can follow the order status on the Website.

Article 6. Prices – Payment

6.1. The Product prices as stated on the Product descriptions are indicated in euros, excluding VAT.

6.2. The payment can be made by bank transfer or by credit cards (Visa, Master Card)

All payments must be completed fully before delivery. T-Drill Oy also reserves the right to invoice the buyer for bank fees and overdraft charges which the Company may have had to pay on the Customer’s behalf and which do not permit T-Drill Oy to recover the full amount due.

6.3. In the absence of payment confirmation, the order is cancelled, and the Customer is informed by email.

Article 7. Availability

7.1. Products are available for sale as they appear on the Website.

7.2. In the event that a Product is unavailable once an order has been placed, T-Drill Oy will immediately inform the Customer and will, if needs be, reimburse the Customer as quickly as possible and at the very latest within thirty (30) days.

Article 8. Right of use

8.1. T-Drill Oy holds all intellectual property rights for the Products on sale and the Customer will not infringe said rights.

8.2. Product purchase does not constitute any transfer or restriction of T-Drill Oy’s intellectual property rights and/or know-how, whether before or after an order is placed.

8.3. Without express and written authorisation from T-Drill Oy, the Customer is not permitted to (i) reproduce, represent, modify, translate or adapt, in any form or format, or use the Product and related documentation in any manner and/or (ii) reverse engineer the Products (with the exception of legal requirements to the contrary).

Article 9. Deliveries – Risk transfer

9.1. In the absence of specific conditions at the time when the order is placed, all Products are “Delivered at Place” (Incoterms 2020 – International Chamber of Commerce). Products depart from T-Drill Oy’s warehouses, situated at Ampujantie 32, 66400 Laihia, Finland or from the Company’s European Union established suppliers. Products travel at the risk of T-Drill Oy. The latter may, in the event of damage, make a claim to the transporter.

9.2. It is expressly agreed by the Parties that Products are deemed as delivered (“Delivery Date“) as the case may be, when:

• they are made available to the Customer in the facilities as mentioned in the previous Article. Under these circumstances, T-Drill Oy informs the Customer that the Products are available, with fifteen (15) days’ notice. The customer shall have a period of eight (8) days to collect the Product.

9.3. Any Customer complaint regarding compliance of a delivered Product with the order must be sent to T-Drill Oy within ten (10) days after the Customer has received the Product. After this time, the Customer is deemed to have irrevocably and unconditionally accepted the delivery.

Article 10. Warranty

T-DRILL OY’s normal warranty for the machines is one (1) year from the date it has been taken in use, which however shall not later than 18 months from delivery of the machine.

The warranty covers defects in materials and workmanship, other than normal wear and tear. The warranty does not cover the tools and other consumables. Should any defects in the machine appear and ascertained by T-DRILL, such machine will be repaired in the way T-DRILL finds best.

The obligation to inform the manufacturer of any defect is exclusively the responsibility of the customer. T-DRILL must receive any such information in writing within 10 days after a defect having been noticed.

T-DRILL’S warranty shall be limited to the aforesaid guarantee stipulations.

T-DRILL SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD OR SERVICES IMPLICATED, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. T-DRILL SHALL NOT BE LIABLE FOR AND DISCLAIMS ALL CONSEQUENTIAL, INCIDENTAL AND CONTINGENT DAMAGES WHATSOEVER.

Article 11. Returning the goods

In any case, the Customer has right to return goods within maximum 14 days after receiving goods. All returns must be informed to e-mail address sales(at)t-drill.fi before return. The Customer must cover the costs of returning the goods.

T-Drill will check condition of returned goods and refund maximum 70% of the purchase value during 30 days after receiving the goods.

Article 12. Responsibility

12.1. In the event that an order is not processed, or badly processed due to an error on the part of T-Drill Oy or one of its subcontractors (except for deliveries), T-Drill Oy will repair direct damages.

T-Drill Oy will not be held liable for any indirect and/or non-material damage (such as operational loss, customer loss, missed opportunities and data loss, etc.). This is expressly accepted by the Customer.

12.2. It is recalled that the Customer is solely and fully responsible for the use of Products and their interface with the Customer’s software and equipment environment.

The Customer (i) confirms that he holds or has access to the rights necessary for placing the order including the materials that he may provide by whatever means, (Customer Materials), either individually or combined, and/or with one or several T-Drill Oy Products; (ii) will be the only person responsible for Customer Materials and guarantees T-Drill Oy against any third-party claims in this respect, regardless of the reason. T-Drill Oy does not check the free availability of Customer Materials; the Customer expressly accepts this.

12.3. In all cases, it is expressly agreed between Parties that, subject to the laws in force, the total amount of indemnities, damages and charges of any kind payable by T-Drill Oy for the Customer’s benefit as a result of a court decision (i.e. a matter on which the Court has given final judgement) will not exceed a global limit, including all litigations, equal to the Price excluding tax received by T-Drill Oy for the damaged Product/Service in question.

12.4. Any action, claim or demand by the Customer with respect to T-Drill Oy in relation to delivery of a purchase order must be made within a maximum timeframe of one (1) year after the event in question, or deemed to be inadmissible by prescription.

12.5. The present provisions establish the distribution of risk between the Parties. The Price reflects therefore both this distribution and the limitations of the responsibilities described.

Article 13. Subcontracting

13.1. If necessary, T-Drill Oy can subcontract part of the order processing to a third party and will inform the Customer of the identity of any such subcontractors.

Article 14. Force Majeure

14.1. In the event of a force majeure, the Parties’ obligations, in terms of the order, will be suspended during the force majeure and will be reapplied once the latter has been declared as finished.

14.2. Failure to execute an order due to a force majeure shall not give rise to any right of recourse. In the case where any such event may prevent T-Drill Oy from honouring its commitments, T-Drill Oy will inform the Customer as quickly as possible.

14.3. T-Drill oy and/or the Customer will be able to cancel the order, after notification, if the force majeure lasts for longer than sixty (60) days following its initial occurrence. Neither Party will have the right to claim damages or compensation.

14.4. In the event of a force majeure, the Parties agree to meet as soon as possible in order to agree in good faith to the terms and the conditions of the order cancellation.

Article 15. Personal data processing

15.1. The Customer is informed that personal data may be collected during the order and automatically processed by T-Drill Oy.

15.2. Under the provisions of the Data Protection Act, the aforementioned processing is subject to a declaration with the European Commission for Data Protection.

15.3. Articles 38 and thereafter of the Data Protection Act provide for the right to access, correct and oppose personal data. These rights can be exercised by contacting T-Drill Oy, Ampujantie 32, 66400 Laihia, Finland.

Article 16. Termination for misconduct

Without prejudice to the other T&C provisions, all orders will be cancelled thirty (30) days following a payment summons, sent via registered letter with acknowledgement of receipt to the defaulting Party indicating the other Party’s intention to apply the present Article in case of failure to pay. This may be applied without prejudice to any damages that the victim of the misconduct may legally claim.

Article 17. Applicable law – Judicial authorities

17.1. The present T&C are subject to Finnish law. The Parties specifically exclude the application of all United Nation Convention provisions on the International Sales of Goods, dated 11 April 1980.

17.2. If no amicable agreement is reached within thirty (30) days of notification via registered letter with acknowledgement of receipt, regarding the other Party’s misconduct, each Party will be able to submit the dispute to the competent authorities at the Court of Helsinki Finland only, notwithstanding a plurality of respondents or a guaranteed appeal.

Article 18. Other Terms

18.1. Other terms which are not stated in this T&C will be covered by Orgalime S 2012.

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