Purchasing Terms, valid from 09/2020
Purchasing terms and conditions apply to all transactions between companies, unless otherwise agreed.
1. General Terms
Purchasing terms and conditions apply exclusively and those supplier’s general terms and conditions which that are in conflict or differ from TT Gaskets’ Purchasing terms and conditions, will only be recognized if they have been agreed in writing by both parties. Acceptance or payment (hereinafter referred to as “products”) of goods and services provided by the supplier do not constitute a contract.
2. Order
2.1 Orders, agreements, cancellations and subsequent changes and additions must be done in writing.
2.2 All verbal agreements and orders must receive written confirmation from both parties before they enter into force.
2.3 Contracts and orders in written form shall be deemed to comply with the conditions, even where the notifications are sent electronically.
2.4 Cost estimates and quotations are binding and cannot be changed unless otherwise agreed.
2.5 The supplier must confirm the order within two working days from the date of the order. TT Gaskets has the right to cancel the order if the supplier does not send confirmation for the order within two working days from its receipt.
2.6 The supplier is obliged to inform on order confirmation and delivery document quantity of the product or material, country of origin, HS code, name or description of the product and TT Gaskets’ item number.
2.7 Order cancellations and changes to order will be binding if the supplier does not put forward any written comment within two working days from the receipt of the change.
2.8 Any molds which the supplier has purchased or made by request of TT Gaskets are TT Gaskets’ exclusive property, which right of possession is transferred immediately TT Gaskets after payment of the molds has been paid.
2.9 Any drawing or information given by TT Gaskets are TT Gaskets’ property and subject to confidentiality and professional secrecy. Any information about the correspondence between TT Gaskets and the supplier may not be disclosed to third parties. Use of molds or drawings for other activities than TT Gaskets’ orders is forbidden. This includes All material, information (including all copies and records made) and loaned items must be returned to TT Gaskets without delay if so request.
2.10 The Supplier may not use by itself or offer to third parties any tool, product, information or item which have been made by or based on the drawings, models, tools, or any other equivalent confidential material which have been given by TT Gaskets.
3. Delivery
3.1 Deliveries and shipments which differ from our orders and contracts are permitted only if they approved by TT Gaskets in written.
3.2 Agreed periods and dates are binding. The strict observance of delivery performance, times and inclusion are determined in accordance with actual dispatch date and agreed term of delivery according to Incoterms 2010. If the goods are delivered under supplier’s transportation agreement, the supplier shall ensure that the goods are available on time. Supplier performance is calculated from the first date when the goods are available in the delivery address which TT Gaskets has requested.
3.3 Unless otherwise stated, the TT Gaskets’ delivery address is Tampereen Tiivisteteollisuus Oy – TT Gaskets, Alasniitynkatu 14, 33560 Tampere, Finland.
3.4 If the supplier is responsible for assembly, installation or maintenance of the goods, the supplier is responsible for all costs incurred, such as travel costs, tool costs and daily allowances, unless otherwise agreed.
3.5 If the supplier is aware of difficulties or other similar factors that may affect the supplier’s ability to deliver the goods on time or deliver goods in the agreed quantity, the supplier shall immediately inform the customer without any delay.
3.6 Acceptance of late delivery or service does not remove any other demands which arise due to the delayed delivery or service for the purpose, therefore supplier is responsible to a refund all expenses incurred due to the delay in the delivery or service to TT Gaskets.
3.7 Partial deliveries not normally be accepted unless they have been agreed individually in writing or unless it can reasonably be accepted.
3.8 If received goods differ from an order in the indicated quantity, weight, dimensions or quality, we will inform the shipper immediately after defect has been noticed. The supplier should immediately supply a replacement shipment at its own expense, unless otherwise agreed. In this respect the supplier may not raise an objection with respect to the delayed notification of defects. If the supplier is unable to provide a replacement shipment or a service, TT Gaskets has the right to order the corresponding goods from another supplier at the expense of the original supplier. Supplier is responsible for all costs concerning processing, handling and returning of material.
3.9 If late delivery of goods of defects in delivered goods cause extra costs to TT Gaskets, the supplier shall be responsible for those expenses as well.
3.10 If the supplier to perform its obligations and provides replacement shipment, constitutional restrictions on the replacement of goods starts from the beginning after the delivery of the replacement shipment unless otherwise agreed.
4. Force majeure
4.1 Natural disasters, strike riot, war, governmental actions and other unavoidable events release the supplier from obligations to provide supplies precisely during such an event, if such events have lasting significance.
5. Billing
5.1 The invoice shall state the invoice number, date, TT Gaskets’ order number or order reference, supplier order number, account number and other references in relation to the payment. Invoice must clearly state name or description of goods, quantity, price and TT Gaskets’ item number(s).
5.2 Domestic suppliers: The invoice needs to be delivered primary as e-invoice to TT Gaskets’ e-invoicing address OVT: 003706785478, Operator Basware Oyj, service provider ID: BAWCFI22 or secondary Tampereen Tiivisteteollisuus Oy, PL 404, 00026 Basware
5.3 Suppliers outside Finland, the invoice needs to be delivered primary to e-mail billing address tt-gaskets@bscs.basware.com in .pdf form or secondary Tampereen Tiivisteteollisuus Oy – TT Gaskets, PO Box 404, 00026 Basware, Finland
6. Pricing
6.1 Unless otherwise agreed, the offered prices shall be given as delivered on the spot (DAP Incoterms 2010) and the price shall include the cost of packing. Prices must be exclusive of VAT.
6.2 Supplier is responsible for all loss and damage risks until TT Gaskets or its representative have received the goods at the place where the goods have been asked to submit.
7. Terms of payment
7.1 The payment term is 30 days unless otherwise agreed.
8. Misconduct
8.1 TT Gaskets has the right to choose additional actions caused by the nonconforming acts of supplier practices.
8.2 In case of supplier’s misconduct has an effect on any right, the supplier shall ensure that possible third-party claims do not cause TT Gaskets any damage, unless if the supplier is not responsible for the misconduct.
8.3 The legal conditions concerning the errors apply to all questions related to quality and ownership, unless otherwise agreed.
9. Product liability and recall
9.1 In the event that the TT Gaskets Oy presented with a claim on a product due to defect in material, the supplier is obliged to reimburse the cost of the defect without deductions and to ensure that such risen claims do not cause TT Gaskets any damage. If the supplier is responsible for damage per TT Gaskets’ interpretation, the supplier must indicate that he was innocent for defect.
9.2 The Supplier shall bear all costs and expenses, including the costs of possible legal proceedings.
9.3 In all other aspects the provisions of applicable law must be followed.
9.4 Before the recall due to defective product, TT Gaskets will notify the supplier and will give it an opportunity to cooperate and negotiate most effective conduct for the recall, with the exception of situations in which supplier’s declaration or cooperation would not be possible. Supplier is responsible for the costs of recall, if the recall is due to the supplier to supply a defective product.
10. Withdrawal
10.1 In addition to statutory clearance of rights we are entitled to withdraw from the contract or to terminate it without notice if
– Supplier has stopped deliveries to customers,
– On supplier’s ownership or financial situation has occurred or threatens to occur a fundamental change or weakening, which may result to jeopardize fulfillment of delivery obligations to TT Gaskets,
– Supplier is in breach of the law
– Supplier meets the insolvency or over-indebtedness criteria, or
– Supplier to stop its payments.
10.2 TT Gaskets has the right to withdraw from the contract or terminate it if the supplier leaves for bankruptcy or seeks to launch a debt restructuring with its creditors.
10.3 If the supplier is able to perform some of its obligations, we have the right to terminate the entire contract if we do not want partial compensation.
10.4 If we withdraw from the contract on the basis of withdrawal rights described above or similar termination rights, the supplier shall reimburse us the loss or damage caused as a result.
10.5 Conditions of this paragraph shall not limit in any way the statutory rights and claims.
11. Compliance with the requirements
11.1 The Supplier must comply with the statutory provisions.
11.2 If the supplier violates the law consistently despite the comments, we reserve the right to terminate existing agreements or to withdraw from them without notice.
11.3 The Supplier must be bound by the TT Gaskets’ declared quality targets
12. Miscellaneous
12.1 If any paragraph of these terms and conditions becomes invalid, it will not affect the validity of other paragraphs of these terms and conditions.
12.2 Delivery and contractual liability shall apply only per the laws of Finland.
12.3 Any disputes arising out of or in connection with these terms and conditions shall primarily to be attempted
to be settled through negotiations between the parties, secondary by arbitration. Should a settlement fail
to be reached through negotiations or arbitration, disputes shall be settled in
the District Court of Pirkanmaa, Finland.