General Purchasing T&C

Application

1. These General Purchasing Terms and Conditions (“T&Cs”) attached to the Purchase Order (“PO”) shall apply to the purchase of goods or services by FinVector Oy (“Buyer”) from the entity to which the PO is addressed (“Vendor”). These T&Cs shall prevail over any conflicting conditions that the Vendor may attempt to enforce, including the Vendor’s possible own general terms and conditions.

Acceptance

2. Vendor’s acceptance of the PO of which these T&Cs are part by any means, including e-mail acknowledgement or by partial or full fulfilment of the PO concerned, constitutes acceptance of these T&Cs in full. No terms, conditions or changes communicated by Vendor prior to or in response to the PO shall be binding on Buyer and are hereby expressly rejected unless expressly accepted by Buyer in writing after the issuance of the PO. Buyer’s PO shall remain valid for ten (10) working days from the date of the PO, and absent of Vendor’s written acceptance or fulfilment of such PO, shall be deemed to have expired without any further obligation on Buyer.

Performance of Services

3. Services ordered by Buyer shall be performed in strict conformity with the dates, schedules, location and all other instructions referenced in the PO or otherwise communicated in writing by Buyer to, and acknowledged by, Vendor. Vendor acknowledges that timely performance of the services is of the essence. Vendor shall not subcontract, delegate or otherwise transfer its obligations under the PO to a third party without Buyer’s explicit written prior authorization.

Delivery of Goods

4. All goods shall be delivered in accordance with Buyer’s instructions on the PO, or in the absence thereof at Buyer’s discretion to Buyer’s address or designated warehouse DAP (Incoterms 2020). The goods shall be accompanied by a duly completed delivery note, specifying in particular the type of goods, the quantity, the PO number, the PO date, the batch number and the date of delivery. Vendor acknowledges that timely delivery is of the essence. Vendor is responsible for appropriate packing of the goods and for any damage resulting from inappropriate or defective packing.

Warranties

5. Vendor warrants that it shall perform its obligations under the PO (i) in accordance with all applicable laws and regulations, including but not limited to applicable data protection/privacy (e.g. GDPR) and anti-bribery requirements, as well as with applicable industry and trade standards; (ii) only with such permits or licenses as required under applicable laws, regulations and standards; (iii) without infringing upon the rights of third parties; (iv) through personnel with the appropriate qualifications and experience. In the event of activities on premises of Buyer, Vendor’s representatives shall strictly abide by all rules applicable to such premises as well as Buyer’s reasonable instructions.

6. Vendor further warrants that all goods tendered or delivered to Buyer shall (i) be merchantable and free from defects in materials, design, and workmanship; (ii) conform to all applicable descriptions, specifications, drawings, plans, instructions, data, samples, and models provided to or agreed with Buyer; (iii) be free and clear of all liens, encumbrances, any actual or claimed patent, copyright or trademark infringement or other claims; and (iv) shall be manufactured and sold in compliance with all applicable laws, regulations and trade standards applicable to the goods.

Price and Payment

7. Prices on the PO shall include applicable taxes and other charges, but shall exclude VAT, unless expressly indicated otherwise.

8. After fulfilment of its obligations under a PO, Vendor shall promptly submit to Buyer correct and complete invoices, supporting documentation, and all other information reasonably required by Buyer in connection with the performance of the PO. Buyer may withhold payment until such documents have been received. All invoices must expressly reference the applicable PO number.

9. Invoices are payable by Buyer in accordance with the terms in the PO or, in the absence thereof, within sixty (60) days after the later of (i) receipt of properly itemised invoice or (ii) fulfilment of Vendor’s obligations under the PO. Payment of an invoice by Buyer shall not be deemed as acceptance by Buyer of the proper discharge by Vendor of its obligations under the PO. Buyer shall at all times be entitled to set off any claims it may have against Vendor on any ground whatsoever with claims of Vendor on Buyer. Vendor shall under no circumstance be allowed to set off any amounts due to Buyer.

Control and Acceptance

10. If Buyer determines or becomes aware that the goods or services provided under a PO are defective, not in accordance with the agreed specifications or otherwise fail to meet the agreed or applicable standards, Buyer shall notify Vendor and shall, without prejudice to other remedies, have the right to reject the goods or services in whole or in part, seek appropriate compensation for any resulting damages or for fees already paid to Vendor and/or request the Vendor to swiftly remediate the same at no additional cost to Buyer.

Cancellation

11. Buyer may cancel the PO in whole or in part at any time upon five (5) days’ written notice. In such event, Buyer shall pay Vendor, as sole compensation for such cancellation and as full settlement of Vendor’s performance under the PO, the reasonable and non-cancellable expenses already incurred by the Vendor in the execution of the PO up to the time of the Vendor’s receipt of notice of cancellation, subject to presentation of supporting documents and evidence reflecting such expenses.

Indemnification and Insurance

12. Vendor shall indemnify, defend, and hold harmless Buyer from and against all claims, liabilities, expenses and other costs or damages that arise in relation to the performance (or failure thereof) from Vendor of  its obligations under the PO in accordance with these T&Cs and the warranties set forth herein, including but not limited to the timely delivery of good or services, delivery of defective goods, the negligent performance of services or by providing goods or services that infringe third party rights, except to the extent that such claims, liabilities and expenses are attributable primarily to Buyer. Vendor shall maintain appropriate insurance to cover its potential liabilities towards Buyer under the PO and these T&Cs.

Confidentiality

13. Vendor shall treat the PO and any information received or obtained from Buyer in connection therewith as strictly confidential, and shall not disclose such information to any third party or person. Vendor shall ensure that all its employees and agents which become knowledgeable of any such information are bound by a similar obligation of confidentiality and shall assume full responsibility for their actions.

Applicable law and Dispute Resolution

14 .The PO and these T&Cs shall be governed by and construed in accordance with the laws of Finland without giving effect to any principle of law, which would result in the application of laws of any other jurisdiction.

Any dispute, controversy or claim arising out of or relating to the PO or these T&Cs, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator. The seat of arbitration shall be Helsinki, Finland, and the language to be used in the arbitral proceedings shall be English.