General Terms of Contract

SALGROM TECHNOLOGIES INC. GENERAL TERMS OF SALE, DELIVERY AND WARRANTY (effective as of 1 November 2015)

1. SCOPE AND ORDER OF APPLICATION

These General Terms of Contract apply to transactions between Salgrom Technologies Inc. (hereinafter the “Supplier”) and a client (hereinafter the “Client”) and form part of all supply contracts concluded with the Client, unless agreed otherwise. Any amendments to these terms shall not apply, unless made in writing and approved by signatures of competent representatives of the Supplier and the Client. After the General Terms of Contract become applicable in the contractual relationship between the Supplier and the Client, the parties shall apply them as a commercial practice that governs all orders placed later by the Client, unless the parties agree otherwise in writing with regard to a specific order or contract. Should a procurement/delivery/partnership contract or a tender document contradict with these General Terms of Contract, the provisions of the procurement/delivery/partnership contract or the tender document take precedence with regard to said contradictions in this order.

2. ORDERS

The Client is responsible for naming the ordered products and services and liable to use the Supplier’s valid prices which the Supplier has specified to the Client in an equipment catalogue, price sheet, separate tender or in another corresponding manner. The Supplier is responsible for only such information concerning the specifics of the delivery that the Supplier has provided in a relevant contract. Orders shall be placed in writing (“purchase order” / “order form”).

3. PRICES

Prices are presented in euros, exclusive of VAT and in conformity with the valid price sheets or tenders. The value added tax and any other taxes or payments ordered by the authorities are always invoiced to the client in compliance with the legislation valid at the moment of invoicing. The prices of products are based on the delivery term “ex-warehouse, without packaging”. Products are delivered in the factory packaging possibly available at the Supplier’s warehouse. The packaging and handling costs of products are charged based costs incurred. Transport and freight costs and costs incurred from insuring the transport are not included in the prices, unless stated separately or agreed otherwise. On request, the Supplier insures all deliveries on the Client’s account and charges the Client for the insurance costs in compliance with the agreed payment term.

In case of changes to customs, freight, VAT or other general or public payments related to a delivery, the Supplier has the right to change the price of the delivered products in equal proportion to the changes’ effect on the price of the products. In case of changes to currency rates affecting the price, the Supplier has the right to change the price quoted in euros in equal proportion.

4. TENDER AND THE DUTY OF CO-OPERATION

The Supplier’s tenders are binding and remain valid for a minimum of 30 days, unless otherwise stated in the tender. If the Supplier’s tender is subject to stock availability, the products may be sold to a third party during the validity of the tender. In that case, the Supplier is not responsible for the sufficiency of product stock. If the tender is subject to stock availability, this is stated in the tender.

The tender and any related blueprints, technical documentation, other technical specifications and appended material are confidential property of the Supplier, and the tender recipient does not have the right to use them to the detriment of the Supplier or to provide information on them to a third party without the Supplier’s consent to utilise the customized technical solutions and designs. The Client shall ensure the validity and sufficiency of any such initial information it provides that may affect the properties of the tender, contract, delivery, products and/or services.

5. CONCLUDING A CONTRACT

A contract between the Supplier and the Client is concluded when the contracting parties sign a written contract (“supply contract” or “delivery order”), when the Client accepts, in writing or orally, a binding tender (“purchase order”), or when the Supplier accepts, in writing or orally, an order, that is not based on a tender or deviates from a tender, as such and confirms the order (“confirmation of order”). The Supplier has the right to check the Client’s credit and contact information.

6. BLUEPRINTS AND SPECIFICATIONS

All information on price, dimensions, weight and performance and other technical and specific information in technical data sheets, data sheets, brochures, instructions, images, drawings, catalogues and price sheets are presented without obligation, unless stated otherwise in the document or order in question.

All drawings and technical documents that are required for the production of a part of a product and/or the complete product and that one of the parties has disclosed to the counterparty prior to concluding the contract and/or after concluding the contract remain property of the disclosing party. Without a written consent from the disclosing party, the receiving party may not use, copy, disclose or otherwise provide information on such drawings or technical documents to a third party or use them for their own purposes except for the manner stated in the contract or as agreed.

7. TECHNICAL UPGRADES AND CHANGES

The Supplier reserves the right to make such technical changes, improvements and/or upgrades to the content of a delivery that are not detrimental to the Client in terms of the costs, properties, use and/or operation of the delivery. If the Supplier must, between the order and delivery dates indicated by the Client in writing, make changes to the delivery on the Client’s request or due to changes in legislation, the Client shall cover any additional costs incurred as a result of said changes.

8. DELIVERY TERM AND DOCUMENTATION

Incoterms 2010 EXW or FCA (Oulu) are applied as the term of delivery. The Supplier delivers the products to the delivery address indicated by the Client. The products are delivered as the Supplier’s contract carriage or, upon separate written agreement, the Client’s contract carriage. Any freight costs are charged from the Client in connection with invoicing the products. The Supplier charges a small delivery fee of EUR 25 for deliveries whose tax-exempt price is less than EUR 250. Where applicable, the deliveries include the Supplier’s general documentation in Finnish, English or Swedish.

9. DELIVERY TIME AND DELAY NOTIFICATION

The Supplier delivers the contract products within the indicated timeframe but may not guarantee a time of delivery, unless specifically agreed in writing by the Supplier and the Client. If the products are delivered after the indicated time of delivery, but the delivery time and consequences of a delay have not been expressly agreed on, the Supplier shall not be liable to indemnify any damages or costs caused by the delay.

If the Supplier has overdue receivables from the Client, the Supplier shall be entitled to refrain from completing an agreed delivery until the overdue receivables have been paid in full. In that case, the agreed delivery time is postponed correspondingly, and the Client shall not be entitled to present any claims for damages or other claims based on the delay. By refraining to complete an agreed delivery, the Supplier does not waive any other rights under these Terms of Delivery or the contract.

If the delivery time is agreed in broad terms, a deviation of plus or minus one third of the delivery time is allowed. After two thirds of the agreed delivery time have expired, both parties are entitled to request that the counterparty agree upon a specific time of delivery. Unless otherwise agreed on the delivery of products, complete systems or projects, the delivery time is 2–12 weeks from the date on which the Supplier receives the purchase order based on the tender. The Supplier confirms the delivery times of the ordered products and services on request.

The Supplier and the Client shall notify each other without delay in case of an imminent delay in the delivery or reception of the products. After the Supplier or the Client becomes aware of a delay, they shall notify the counterparty about it, explain the reason of the delay and provide an estimate on the new date of delivery or reception. If the delivery of the products is delayed due to a reason attributable to the Client, and the Supplier has not been notified about the matter, the Client shall cover any additional costs, and the Supplier is entitled to charge the delivery on the date on which it was supposed to take place under the contract.

10. PRODUCT HANDOVER, INSPECTION AND COMPLAINTS

Handover is considered to take place when the products are handed over to a freight carrier for delivery. If the Client is, under the contract, liable to collect the products from the Supplier or a place indicated by the Supplier, the handover is considered to take place when the Supplier notifies the Client that the products are ready for delivery. The Client has no right to refuse a partial delivery, unless otherwise agreed in writing.

In connection with receiving the products, the Client shall carefully inspect the delivery and products for damage and compliance with the contract. If a product has been damaged during delivery, an entry on the damaged product shall be made in the consignment note. If the freight carrier cannot wait for the product inspection or the products cannot be appropriately inspected due to another reason, a provision shall be entered in the consignment note and any damage complaints shall be filed with the Supplier within seven (7) days of receiving the delivery. Any complaints on the quality or type of the products or the defectiveness or inadequacy of the delivery shall in all cases be filed within seven (7) days of receiving the delivery. After filing a complaint, the Supplier shall always be provided the opportunity to inspect the quality of the products. The Supplier is not responsible for damage or defects if a complaint concerning the damage or defect was not filed within the aforementioned deadlines or if the Supplier is not provided the opportunity to inspect the products.

11. SERVICE PRECONDITIONS AND PROJECT DELIVERIES

The Client is liable for ensuring that the work environment is in a state that allows the provision of the services at the agreed time and in the agreed manner. The Supplier has the right to familiarize itself with the work environment at a mutually agreed time prior to the delivery of services. The Client is responsible for the work environment and for ensuring that no risk of health or injury is caused to the Supplier’s personnel during the provision of services. In addition, the Client shall familiarize the Supplier’s personnel with any risk factors. The Client shall, without delay, notify the Supplier of any delays in the preparations of the work environment and compensate the Supplier for any direct costs caused by a delay. The Client shall ensure the Supplier’s access to the work environment and the Client’s technical documents, such as blueprints, images, charts and instructions, and any auxiliary personnel that may be required for the provision of the agreed services. The Client shall notify the Supplier in advance of the safety and other orders that apply to the personnel working at the site. In addition, the Client shall provide the necessary access permits and take care of any agreed practical arrangements at the site. The Client shall ensure that the site’s stage of completion is adequate for the provision of the services. The Client shall notify the Supplier without delay of any such changes to the conditions that may detrimentally affect the implementation of the contract or the provision of services. If the completion of the services is delayed due to a reason within the responsibilities of the Client, the Client shall be responsible for the incurred additional costs, and the Supplier shall have the right to invoice any completed services or parts of the project delivery.

The Client is responsible for the delivery of any required blueprints, photographs and other documents and information concerning the site for the purpose of planning and arranging a project delivery. The documents shall be delivered at the latest two (2) weeks prior to the intended start of installation. The party delivering documents is responsible for the validity of their content. The Supplier is entitled to charge the Client for any work and supplies not included in the agreed content of delivery as well as for any changes made to the plans over the course of the project. Unless otherwise agreed, the Client is responsible for the fire extinguishing systems’ power supply, for the control of any additional functionalities, for connecting the fire extinguishing systems to an alarm control centre, a fire control panel or other monitoring systems and for handling the investigations and plans related to the aforementioned operations. System installation inspection and deployment operations are carried out after completing all installations. The parties shall endeavour to schedule any impartial third-party approval inspections to coincide with system deployment. If the equipment approval inspection cannot, for any reason, be completed in this connection, it may be postponed to a desired or separately agreed time. The absence of approval inspection does not prevent preparing the fire extinguishing equipment for use. In connection with the deployment, the Supplier arranges the provision of required guidance on the use of the equipment and provides the Client with the regulation-compliant final documentation in the required format and/or the format requested by the Client.

As an expert of its field, the Supplier is responsible for completing its contract in accordance with the contract. The Supplier delivers the services with due diligence and expertise in compliance with the Client’s order and the company’s quality and operation principles. The Supplier shall deliver the services within the agreed timeframe, or, if a timeframe has not been agreed on, without undue delay. If the Supplier becomes aware that it cannot complete the services within the agreed timeframe or that the provision of the services will be delayed due to a reason not attributable to the Supplier, it shall notify the Client of the matter without delay. If the delay is caused by a reason within the responsibilities of the Client, a force majeure or a matter not attributable to the contracting parties, the Supplier shall have the right to prolong the contract period/delivery time. The Supplier ensures that the work performances demanded by the Client are implemented in an appropriate and satisfactory manner and in compliance with occupational health and safety instructions, rules and regulations, work time regulations and good practices. The parties shall, through communication, agreement and other collaboration, ensure the smooth and safe performance of work and arrange and implement their operations in a manner that prevents unnecessary disturbance to the work and operations of the counterparty or other parties. The Supplier has the right to use an authorised contractor approved by the Client for the provision of the services. The services are considered complete when the Client has received the work performances and the provided services without remarks made by the parties.

12. FORCE MAJEURE

The Supplier is not liable to complete the contract if the delivery of the products or services is prevented by authorities’ orders, natural disaster, fire, equipment failure or another corresponding disturbance, strike, lockout, war, mobilization, export or import restriction, lack of transport equipment, cessation of manufacture, traffic disturbance or other impediment impossible to overcome by the Supplier. Furthermore, the Supplier is not liable to complete the contract if the completion would require sacrifices unreasonable in comparison to the benefit gained by the Client. If the impediment or disproportion ceases to exist within a reasonable time, the Client shall have the right to demand the Supplier to complete the contract. If the completion of the contract becomes impossible due to a circumstance within the meaning of this section, both parties have the right to dissolve the contract without liability by informing the counterparty about the matter in writing.

13. PAYMENT AND INVOICING

Unless otherwise agreed by the contracting parties in the purchase order, tender or supply contract, the payment term is 14 days net. The term of payment starts from the date of delivery or the date on which the Supplier completes the consignment or the ordered services. One (1) payment reminder is sent for any unpaid invoices after the due date. The payment reminder entails a reminder fee and interest on arrears. If the invoice is not paid regardless of the reminder, the case is transferred to a collection agency. If the payment is delayed, the Client is liable to pay the interest on arrears at the rate applied by the Supplier at the time as well as any costs incurred from debt collection.

The Supplier has the right to withhold any receivables from the Client from performances provided by the Client. The Client shall submit any remarks on invoicing within fourteen (14) days of the invoice date. If the Client has not, within a reasonable period of time from the due date, paid the amount due for payment, the Supplier shall have the right to avoid the contract and receive a compensation from the Client for any incurred damage, however not more than the unpaid part of delivery plus the interest on arrears and the debt collection costs.

If the Client neglects any instalments of the contract price, contract payments based on the instalment table or other payments payable by the Client, the Supplier shall have the right to delay further deliveries and/or the project until the due payments have been paid or acceptable securities have been pledged. In that case, the agreed delivery time is postponed correspondingly, and the Client shall not be entitled to present any claims for damages based on the delay or to cancel the order.

If the Client neglects the reception of the ordered products or delivery for reasons other than those specified in Section 12, it shall nevertheless be liable to make any payments pertaining to the delivery as if the products would have been delivered. The Supplier has the right/obligation to ensure that the products are stored at the risk and expense of the Client after informing the Client about the matter.

14. WARRANTY

The Supplier undertakes to provide a warranty on the materials and manufacture of the delivered products and services. The warranty period is considered to start from the date of delivery or, if the price includes installation, at the completion of the installation. If the installation is delayed by more than 30 days from the date of delivery due to a reason attributable to the Client, the warranty shall start from the 31st day after the date of delivery.

The sold products and services are granted warranties in accordance with the list below. Other components of the fire extinguishing system and any additional equipment are subject to the warranty granted by the manufacturer.

MAG, AMAG and SMAG aerosol extinguishing units: 2 years
DPS impulse dry powder extinguishing units: 2 years
Fire extinguishing systems: as agreed
Services and customized solutions: as agreed
Extended warranty: as agreed

When a raw material or manufacturing defect is observed, and the product is delivered to the Supplier without delay or at the latest by the end of the warranty period, the Supplier undertakes to correct the defect at its choice either by repairing the defective product or by delivering a new product to the Client free of charge. The Supplier covers the costs incurred from delivering the product to warranty repair, returning the product and re-installing the product.

The warranty does not cover damage caused by accidents, lightning strikes, flood or other natural disasters, normal wear and tear, inappropriate, careless, non-compliant or abnormal use or stowage, overload, invalid maintenance or storage or any structural changes, modifications and installations not performed by the Supplier or a representative authorised by the Supplier. The Client is responsible for selecting products susceptible to corrosion, unless otherwise agreed.

The warranty requires that the installation and maintenance is carried out by a person authorised by the Supplier or an approved installation and maintenance operator and that appropriate, high-quality installation equipment and fasteners or approved Salgromatic installation solutions were used for the installation and that particular care required generally in the installation of fire safety products was observed during installation.

The warranty requires that the technical data sheet, statement or another case-specific order and/or maintenance programme provided by the Supplier is/are complied with to ensure that the product or system is applicable to the planned operating environment and that its operating conditions and reliability remain unchanged throughout its life cycle.

The warranty is effective only if the products are not modified and the Client and the end user of the products comply with the Supplier’s valid operating, maintenance and installation instructions for the products. The Client shall, within seven (7) days from the date of receiving the delivery, notify the Supplier if said instructions were not made accessible to the Client or the Client cannot be considered to have received them.

Products delivered for warranty processing may not contain inappropriate parts and must be cleaned so that their handling does not cause health hazards, and the product’s installation record shall be presented in connection with the delivery. Even if the Supplier makes changes to the structure of its products, it is not liable to make corresponding modifications to products already purchased.

Invoking the warranty requires that the Client has, on its part, fulfilled its obligations that arise from the delivery and are specified in the contract. The Supplier grants a new warranty for products replaced or repaired under the warranty. This warranty lasts until the end of the original product’s warranty period. If a product cannot be repaired, and the Supplier’s product range no longer includes a corresponding product, the Supplier shall provide the Client with the product that most closely corresponds to the product. When invoking the Supplier’s warranty, the Supplier shall always be provided an opportunity to inspect the broken and/or dysfunctional product.

The Supplier may repair the products for a separate charge. The Supplier grants a maintenance warranty of three (3) months for product repairs not covered by the warranty. This warranty includes the materials and work performed.

15. PRODUCT RETURNS AND REVOCATION OF CONTRACT

A concluded contract is binding and irrevocable, and the Supplier is not obligated to accept a product return. The Supplier refunds at the most 80 % of the current sale price of returned products and/or undelivered services. The Supplier decides on any refunds on a case-by-case basis. The returned product shall be unused and in perfect condition. The Client covers all costs related to product returns. The Supplier has the right to revoke the contract with immediate effect if 1) the Client is filed for bankruptcy or restructuring, 2) the Client is declared bankrupt or subjected to restructuring by a court order, 3) the Client is otherwise proven insolvent, or 4) or the Client fails to pay the Supplier’s overdue receivables within seven (7) days of the Supplier’s notice on the matter. By invoking grounds for revoking the contract, the Supplier does not waive any of its rights under the contract.

16. TRANSFER OF CONTRACT AND NOTIFICATIONS

The contracting parties may not transfer their rights and obligations under the contract to a third party without the counterparty’s written consent. However, the Supplier may transfer its rights and obligations to a third party in connection with a transfer of business or transfer all of its contractual receivables to a finance company or another third party without the Client’s consent. Notifications between the contracting parties shall be made in writing. The Client shall prepare all claims, notifications and communications related to the supply/delivery contract, tender or these General Terms of Contract in writing. The sender is responsible for delivering notifications to the counterparty.

17. RIGHT OF OWNERSHIP

The right of ownership is not transferred to the Client until the contract price and the Supplier’s other receivables under the contract have been paid in full to the Supplier or a party to which the contractual receivables have been transferred. The supply contract dissolves and the Supplier is entitled to recover any delivered products if the Client is filed for bankruptcy or fails to comply with what has been agreed on the payment of the products. The Client shall retain the products so that they can be distinguished from the Client’s own products and assets.

18. NOTIFICATION OBLIGATION, RECYCLING RESPONSIBILITY AND EXPORT RESTRICTIONS

In order to enable the safe use of the products, the Supplier provides the Client with sufficient information, including the safety data sheet and the required application-specific instructions. With regard to delivered products, the Client is responsible for complying with the recycling obligations laid down in the Waste Act (646/2011) and other decrees on recycling. The Client undertakes to comply with the laws and regulations of the products’ country of origin concerning the export of the products and technological information from the Supplier’s home country. Furthermore, the Client undertakes not to disclose the products or technological information to third parties if the disclosure either directly or indirectly violates or may violate the laws or export regulations of the aforementioned countries or the product’s country of origin.

19. PATENT AND OTHER INTELLECTUAL PROPERTY RIGHTS

By selling and delivering the products, the Supplier does not transfer to the Client the patent and other intellectual property rights related to the products, copyright to any of the equipment’s software or any other intangible rights. The Client has the right to use the intangible rights only in connection with the sold products and services. The Client does not have the right to copy or disclose the sold products and services or otherwise make them accessible to third parties without prior consent from the Supplier.

20. SECRECY AND CONFIDENTIALITY

Both parties undertake to process any confidential information received from the counterparty confidentially. Furthermore, both parties undertake not to disclose any confidential information or any part thereof to third parties without prior written consent from the counterparty. The Client may use the products’ blueprints, technical documentation and technical data provided by the Supplier only for the installation, use and maintenance of the products. Confidential information refers to all information related to one of the parties, its associated companies or their operating methods or business activities that the counterparty receives as a result of the parties’ collaboration regardless of when and how the information was received.

21. DISCLAIMER AND LIMITATIONS OF LIABILITY

IF THE USE, SUPERVISION, OPERATING ENVIRONMENT AND/OR CURRENT OPERATING CONDITIONS OF THE FIRE EXTINGUISHING EQUIPMENT AND ANY CASES OF FIRE FALL OUTSIDE THE SUPPLIER’S SUPERVISION, CONTROL AND INFLUENCE, THE SUPPLIER SHALL NOT IN ANY CASE BE RESPONSIBLE TO THE CLIENT, CUSTOMER OR A THIRD PARTY FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGE CAUSED BY THE USE OR OPERATION OF THE FIRE EXTINGUISHING EQUIPMENT OR FAILURE TO USE THEM, INCLUDING DAMAGE TO PERSONS AND PROPERTY, DAMAGE CAUSED BY INTERRUPTIONS, OPERATING DISRUPTIONS, LOSS OF DATA, LOSS OF PROFIT AND INCOME, PROPERTY DAMAGE OR DAMAGE CAUSED TO OTHER PRODUCTS, EQUIPMENT, STOCK OR MOVABLE PROPERTY.

If a delivery is delayed or the completion of a delivery is prevented as a result of the product manufacturer or the party supplying the Supplier with the product failing to fulfil its contract, the Supplier shall not be liable for any damage caused to the Client as a result. The Supplier’s total maximum liability for damage, a contractual penalty, an indemnity claim or a compensation for damages arising under the contract may not under any circumstances exceed 15% of the total value of the contract per case, regardless of the legal grounds for the claim and including all included cases.

22. APPLICABLE LAW AND DISPUTES

The contract and these terms of delivery are governed under Finnish law. Any disputes arising from the contracts and the related orders shall primarily be settled between the parties. If settlement cannot be reached, the disputes shall be settled through arbitration in accordance with rules of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki. However, the Supplier has the right to recover uncontested claims at the district court of the Supplier’s domicile.

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