General Terms and Conditions of Sale of Oy Schmalz Ab

1. Scope

1. These General Terms and Conditions of Sale (hereinafter "these T&C's") apply only in re-spect of entrepreneurs carrying out their commercial or self-employed professional activities as well as in respect of legal entities under public law. These T&C's apply to all business rela-tions between Oy Schmalz Ab (hereinafter referred to as “SCHMALZ”) and the Customer (hereinafter "Customer"), even if reference is not made to these T&C's in subsequent con-tracts. These T&C's shall apply accordingly to work and services. In case of work performance, taking receipt of the delivered products shall be replaced by acceptance of work, and in case of services, by receipt of the service.

2. Any terms and conditions of Customer that conflict with, supplement or deviate from these T&C's shall not form part of the contract unless SCHMALZ would have consented, in writing, to their applicability. These T&C's shall also apply in the event that SCHMALZ uncon-ditionally effects delivery to Customer, in full knowledge of its conflicting, supplementary, or deviating terms and conditions.

3. Any agreements between SCHMALZ and Customer made in addition to or from these T&C's and entered into for the purpose of performing a contract shall be laid down in writing in the respective contract. This shall apply accordingly to the waiver of this written form require-ment.

4. Rights going above and beyond those set forth herein to which SCHMALZ is entitled pur-suant to statutory provisions or other agreements remain unaffected.

2. Conclusion of Contract

1. Offers by SCHMALZ are subject to change and non-binding.

2. Specifications as to illustrations, drawings, weight and dimension, declarations of weight, measurements and consumption, as well as any other descriptions of the products contained in the documents pertaining to the offer, shall be approximate only, unless these have been expressly specified as binding. They constitute neither agreement nor guarantee as to the characteristics or durability of the products unless they were explicitly agreed as such. Cus-tomer expectations concerning the products, or the use thereof, do not constitute any form of agreement or guarantee.

3. SCHMALZ reserves all rights of ownership, copyrights, and any other property rights in re-spect of all offer documentation. Such documents must not be made available to third par-ties. At SCHMALZ’s request Customer must return all offer documentation without delay, provided it no longer is required in the ordinary course of business. This also applies mutatis mutandis, in particular to all documents, drafts, samples, specimens and models.

4. Orders are not binding unless either confirmed by SCHMALZ within two weeks by way of a written order confirmation or SCHMALZ fulfils the order, in particular by consignment of the product. Any order confirmation processed by automated means and lacking signature and name is deemed to constitute a written order confirmation. To the extent the order confir-mation contains obvious errors, misspellings, or miscalculations, SCHMALZ shall not be bound by it.

5. SCHMALZ’s silence in response to offers, orders, requests, or other declarations of Cus-tomer is deemed to constitute consent only if there is a prior written agreement to that effect.

6. If Customer’s financial situation deteriorates to a significant degree or if the legitimate re-quest for the opening of insolvency or comparable proceedings in respect of Customer's as-sets is refused due to lack of assets, SCHMALZ may rescind the contract in whole or in part.

3. Customer's obligations to cooperate

1. Customer has the option of configuring individually customized products using the prod-uct configurator provided on the website. The product configurator serves solely as a tech-nical aid; the selection and composition of the individual components is the sole responsibil-ity of Customer.

Customer is obliged to carefully check the settings made during the configuration process and the final configuration before placing the order.  Customer is solely responsible for the accuracy, completeness, and suitability of the selected configuration for the intended pur-pose.

2.  If Customer makes use of the configuration option or wherever it is about a bespoken product, he is solely responsible for the accuracy and completeness of the information con-tained in his order, in particular with regard to the type, quantity and the specifications of the products ordered.

A challenge pursuant to section 32 Act on Legal Transactions in the Field of Property Law 13.6.1929/228 (hereinafter "Contracts Act") is excluded if the error asserted is based on cir-cumstances that are within Customer's sphere of risk and could have been avoided by care-fully checking the order. This applies in particular to input, transmission, or transfer errors, quantity, price, or confusion with other products, as well as other operating or selection er-rors.

4. Scope of Delivery

1. The written order confirmation issued by SCHMALZ is authoritative as regards the scope of delivery. Changes to the specifications or scope of delivery by Customer require the written confirmation of SCHMALZ in order to be effective. SCHMALZ reserves the right to modify the design and form of the products, provided such modifications are customary in the industry or where the deviations are within DIN tolerance thresholds or if the modifications are not substantial and are reasonable for Customer. This applies in the same way to the selection of materials, the specifications and the construction method.

2. Delivery in parts is permissible unless this is not reasonable for Customer, giving due con-sideration to SCHMALZ’s interests.

3. Unless explicitly stated in these T&C's, ordered products, in particular individually configured or customized products, may only be returned on the basis of a prior express written agreement with SCHMALZ. There is no legal entitlement to the conclusion of such an agreement.

Unless otherwise stipulated in such an agreement, Customer shall bear all costs asso-ciated with the return shipment, in particular transport, packaging, and insurance costs, as well as any customs duties or other ancillary costs; the return shipment shall be at the risk and expense of Customer.

5. Delivery Period and transportation

1. Delivery periods and dates must be agreed in writing and are non-binding unless these have been explicitly stipulated by SCHMALZ, in advance, as being binding.

2. The delivery period commences upon conclusion of the contract, but not before Customer has produced all documents, permits, and approvals to be provided by it, all technical issues have been resolved and any deposit agreed has been received, or, in the case of international orders, not before payment has been received in full. In the case of delivery dates, the deliv-ery date will be rescheduled as appropriate if Customer does not produce the documents and approvals to be provided by him in good time, if approvals have not been issued in good timely, if all technical issues have not been completely resolved in time, or the agreed depos-it payment has not been issued in time, or in the case of international orders, payment has not been received in full by SCHMALZ. All delivery dates and periods are subject to the due and timely fulfilment of all further obligations of Customer.

3. The delivery period is deemed to have been met if the products have left the factory or SCHMALZ has communicated readiness for dispatch or collection within the agreed delivery period. All delivery dates and periods are subject to proper supply to SCHMALZ, unless SCHMALZ itself is responsible for the self-supply to it. In the event of improper supply to it, SCHMALZ is entitled to rescind the contract. SCHMALZ will inform Customer immediately as to whether it intends to exercise its rescission right and will reimburse any advance payment received from Customer.

4. In the case of delay in delivery, Customer is entitled to rescind the contract upon fruitless expiry of a reasonable grace period set by Customer for SCHMALZ upon commencement of the delay in delivery.

5. Unless otherwise agreed, in writing, the method of transportation and shipping shall be selected at the reasonable discretion of SCHMALZ. Unless otherwise agreed, in writing, SCHMALZ ships the product uninsured. Customer will be invoiced separately for any insur-ance costs incurred.

6. If SCHMALZ and Customer have entered into a framework contract governing future deliv-eries with fixed delivery periods and dates and Customer fails to call the products in due time, SCHMALZ is entitled, upon expiry of a reasonable grace period to be set by it, to deliver and invoice the products, to rescind the contract, or to claim damages or reimbursement of expenses, whereby damages or reimbursement of expenses can be claimed only if Customer is not responsible for the failure to call the products in due time.

6. Supply of Software

1. If SCHMALZ supplies Customer with standard software as part of or in connection with the supply of the corresponding hardware for temporary or permanent use (referred to herein-after as “Software”), the following provisions shall apply for the entire supply and insofar as any breach of duty or malfunction is attributable to the Software. In addition, the other pro-visions of these T&C's apply with respect to the hardware. Unless agreed separately, SCHMALZ does not assume any obligation to provide services.

2. Upon passage of risk, the Software shall have the agreed characteristics and be suitable for the contractually agreed use and, in the absence of any such agreement, for customary use. The Software meets the criterion of practicality and is of the quality customary for this kind of software; it is not, however, error-free. Any restriction to the functionality of the pro-gramme resulting from defects in the hardware, environmental conditions, incorrect opera-tion or similar shall not constitute a defect. A non-material reduction in quality will not be taken into account.

3. The Software is subject to legal protection. In the dealings between the contracting par-ties, SCHMALZ is exclusively entitled to all copyrights, patents, trademarks and all other intel-lectual property rights in the Software and in other items provided or made available to Cus-tomer by SCHMALZ during the initiation of contractual dealings and in the course of the ful-filment of the contract. If third parties hold such rights, SCHMALZ has corresponding rights of use.

4. SCHMALZ grants Customer the non-exclusive right to use the Software. Unless otherwise agreed, the right of use applies in the country in which the place of delivery for the hardware is located. Customer acquires the same rights in enhanced or newly developed software as in the Software.

5. The right of use is limited to the agreed period. In the absence of any such agreement, the right of use is unlimited as to time. If the right of use is granted for a limited period, the fol-lowing provisions shall also apply: Customer is permitted to use the Software only with the hardware specified in the contract documents (e.g. software product certificate), and in the absence of such stipulation, with the hardware delivered together with the Software. The use of the Software with another device is subject to the explicit written consent of SCHMALZ and in the event of the use of the Software with a more powerful device, estab-lishes the right to reasonable additional payment for SCHMALZ; this does not apply if and insofar as Customer temporarily uses the Software with a replacement device within the agreed scope of use due to a defect in the stipulated device.

6. For Software with respect to which SCHMALZ holds only a derivative right of use and which is not Open Source Software (third-party software), in addition to and with precedence over the provisions of this section 5, the terms of use agreed between SCHMALZ and its licensor apply, insofar as these affect Customer (e.g. End User License Agreement); SCHMALZ shall notify Customer of such terms and shall on request make the same available to Customer.

7. For Open Source Software the terms of use governing the Open Source Software take precedence over the provisions of this section 5. SCHMALZ shall disclose or provide the source code to Customer only insofar as this is required pursuant to the terms of use of the Open Source Software. SCHMALZ shall notify Customer of the existence of and the terms of use of Open Source Software and make the terms of use available to him, where necessary pursuant to those terms of use, provide the same to him.

8. Customer requires a right of use to be agreed separately in order to use the Software on several devices or at several workstations simultaneously. The same applies to the use of the Software in networks, even if this does not involve any duplication of the Software.

9. Customer is permitted to make a security copy of the programmes as necessary to ensure safe operation. Security copies must be stored securely and, where technically possible, la-belled with the copyright notice of the original data storage media or the download version of the Software. Copyright notices, trademarks and product labels are not permitted to be removed, altered or concealed. Copies that are surplus to requirements must be deleted or destroyed. The user guide and other documentation provided by SCHMALZ is permitted to be copied only for internal company purposes.

10. Customer is permitted to decompile the interface information pertaining to the pro-grammes only within the limits set forth in section 25 k Copyright Act (Tekijänoikeuslaki 404/1961) and only after notifying SCHMALZ, in writing, of its plans and requesting the nec-essary interface information with a notice period of at least two weeks.

7. Data upload by the Customer

1. Customer grants SCHMALZ a non-exclusive, royalty-free, worldwide and transferable right of use, copying, distribution and display of all data uploaded by Customer, including CAD data (hereinafter “Customer Data”). The right to use this Customer Data is granted for the purpose of providing the agreed services for training and analysis activities carried out by SCHMALZ.

2. Customer retains exclusive ownership of the copyrights or other intellectual property rights to the Customer Data provided by him.

3. Customer represents and warrants that he has all rights and authorities to provide all Cus-tomer Data, that all Customer Data provided is accurate and correct and that he is authorized to grant the license referred to in subsection 7.1 above. Furthermore, Customer shall not upload any data that violates applicable law or the rights of third parties. In the event of such an infringement, Customer shall indemnify SCHMALZ against the claims of third parties.

4. SCHMALZ is entitled to change the Customer Data as well as technical details of the trans-mitted Customer Data, insofar as it is necessary for the manufacturing of the desired product in the context of the agreed service.

5. SCHMALZ shall not pass on the Customer Data to unauthorized third parties and shall only make it accessible to a necessarily limited circle of employees. Information from and about Customer will not be evaluated by SCHMALZ and will not be passed on to third parties.

8. International Deliveries

1. Customer undertakes to comply with all applicable provisions of export and foreign trade law of the European Union and the United States of America, as well as all other applicable national and international export control regulations and foreign trade laws.

2. The contract is concluded subject to the legality of the supply of the products (including the Software) as regards the contents and the individuals and entities directly and indirectly involved pursuant to all of the provisions stipulated in the foregoing subsection 1.

3. In the case of cross-border deliveries, Customer must in good time submit to the compe-tent authorities all declarations required for export from Finland and import into the desti-nation country and take all measures, specifically procure all documentation required for customs processing, and comply with the requirements for any export controls or other re-strictions on marketability.

4. The deliveries are subject to the condition precedent that performance is not precluded by national or international rules, in particular export control regulations, as well as embar-goes or other sanctions.

5. Delays attributable to export controls extend delivery periods accordingly; delivery dates will be postponed as appropriate. In the case of supplies that are subject to approval, SCHMALZ has the right to delay performance until such time as export approval has been issued and Customer has furnished evidence thereof to SCHMALZ, or to rescind the contract. In such cases, SCHMALZ’s liability based on delayed performance or non-performance is ex-cluded.

6. Customer undertakes not to use any products manufactured by SCHMALZ (including the Software), parts of such products and/or technologies used by SCHMALZ in weapons and/or weaponry, nor to sell such products or to offer the same for sale.

7. If Customer breaches an obligation under this section 7 and/or if a business transaction is prohibited, in whole or in part, SCHMALZ is entitled to rescind this agreement, in whole or in part, for cause (“aus wichtigem Grund”) without the need to observe a notice period. This shall not affect any claims to which SCHMALZ is entitled against Customer.

9. Prices and Payment

1. In the absence of any specific agreement to the contrary, all prices apply NOL (To be picked up from sender/Noudettavana lähettäjältä; Finnterms) and are exclusive of shipping and packaging costs, insurance, statutory taxes, customs duties, and other levies. The costs in-curred in this context, in particular the costs for packaging and transport of the products, will be invoiced separately. Where the net order value is less than EUR 50, SCHMALZ is entitled to charge a net minimum quantity surcharge of EUR 10 (exception: orders placed through the online shop). Statutory VAT will be stated separately on the invoice at the statutory rate valid on the invoicing date.

2. Orders without expressly agreed fixed prices and with a delivery period or date of at least six weeks from the conclusion of contract will be invoiced at the list prices of SCHMALZ valid on the day of delivery. The recording of the list price valid on the order date on the order form or order confirmation does not constitute agreement of a fixed price. Customer shall be entitled to rescind the contract if prices are increased by more than 5%. Customer will promptly notify SCHMALZ upon the latter's request of whether or not he will exercise such right of rescission.

3. In the absence of any specific agreement to the contrary, the net delivery price is payable immediately upon delivery. The date upon which SCHMALZ is able to freely dispose of the delivery price is considered to be the payment date. If Customer defaults in payment, he must pay default interest of 9 percentage points above the applicable base interest rate p.a. Any claims of SCHMALZ going above and beyond this shall remain unaffected.

4. In the case of international orders, in derogation from the foregoing subsection 3 above, payment shall be made prior to delivery unless otherwise agreed in advance and in writing.

10. Passage of Risk

1. The risk of accidental loss and accidental deterioration shall pass to Customer as soon as the products have been handed over to the person carrying out the transport or have left the warehouse of SCHMALZ for purposes of shipping. If Customer collects the products, the risk of accidental loss and accidental deterioration shall pass to Customer upon notification of readiness for collection. The foregoing sentences 1 and 2 shall also apply for partial deliv-eries or if SCHMALZ has assumed additional services, e.g. transportation of the products to Customer's site.

2. If Customer fails to take delivery of the products, SCHMALZ is entitled to demand compen-sation for the damage incurred, including possible additional expenses. The same applies if Customer violates any other cooperation duties unless Customer is not responsible for the same. In particular, SCHMALZ is entitled to place the products into storage at Customer’s ex-pense for the duration of the default in acceptance. The costs of such storage shall be charged at a flat rate of 0.5% of the net invoice value per calendar week commenced. This does not affect any claims of SCHMALZ going above and beyond this. Customer has the right to furnish evidence that SCHMALZ did not incur any costs or that such costs were lower. The same applies if Customer breaches other cooperation duties unless Customer is not respon-sible for the breach. If Customer enters into default in accepting the products or violates any other co-operation duties, the risk of accidental loss and accidental deterioration of the products shall pass to Customer no later than at the time he enters into default of ac-ceptance. Upon the fruitless expiry of a reasonable grace period set by SCHMALZ, SCHMALZ is entitled to otherwise dispose of the products and to supply Customer within a reasonably extended period.

3. If shipping is delayed due to circumstances beyond SCHMALZ’s control, the risk shall pass to Customer upon notification of readiness for shipping.

4. The delivered products must be accepted by Customer even if they have minor defects, without this affecting its claims based on defects.

11. Claims based on Defects

1. Customer’s rights to assert claims based on defects is conditional upon Customer having inspected the delivered products upon receipt also by means of sample processing or use insofar as this can be reasonably expected, and notifying SCHMALZ of any apparent defects in writing (e.g. by letter, fax or e-mail) and without delay, but no later than two weeks from re-ceipt of the products. Latent defects must be reported to SCHMALZ in writing immediately upon discovery. When notifying SCHMALZ of said defects, Customer must provide a written description of the defects. Claims based on defects asserted by Customer also require that he observed the specifications, instructions, guidelines and conditions set forth in the technical instructions and other documents from SCHMALZ for the individual products. Claims based on defects attributable to failure to comply with such instructions and stipulations are ex-cluded.

2. If the products are defective, SCHMALZ shall at its discretion render subsequent perfor-mance either by rectifying the defect or by delivering a defect-free product. When rendering subsequent performance, SCHMALZ is required to bear all expenses incurred to this end, in particular transport, shipping, personnel, and material costs. Replaced parts pass into the ownership of SCHMALZ and shall be returned to it.

3. If SCHMALZ is unwilling or unable to render subsequent performance, Customer may, without prejudice to any claims for damages or reimbursement of expenses, at its discretion either rescind the contract or reduce the delivery price. The same shall apply in the event that subsequent performance fails, is unreasonable for Customer, or is unreasonably delayed for reasons attributable to SCHMALZ.

4. Customer’s right to rescind the contract is excluded if Customer is unable to return the performance received and this is not attributable to the fact that return is impossible due to the nature of the performance received, or SCHMALZ is responsible for the return, or the defect was not revealed until the product was processed or modified. The right to rescind is also excluded if SCHMALZ is not responsible for the defect and if Customer is required to compensate the value instead of returning the performance.

5. The assertion of claims based on defects is excluded if the defect is attributable to natural wear and tear, particularly in wearing parts, improper handling, operation, or storage or im-proper modifications or repairs of the products by Customer or third parties. The same shall apply to defects attributable to Customer or resulting from a technical cause other than the original defect.

6. Claims of Customer for reimbursement of expenses instead of claims for damages in lieu of performance are excluded unless a reasonable third party would also have incurred such expenses.

7. Unless otherwise agreed in writing, SCHMALZ does not assume any warranty, in particular any warranty as to quality or durability.

8. The limitation period for claims based on defects asserted by Customer is one year unless the supply chain ends with a consumer goods purchase. If the defective products have been used in accordance with their intended purpose for a structure and have caused its defec-tiveness or there is a defect in a structure, the limitation period is five years. This limitation period shall also apply to claims in tort based on a defect of the products. The limitation pe-riod begins when the products are delivered. The shortened limitation period shall not apply to the unlimited liability of SCHMALZ for damages resulting from a breach of a guarantee or from harm to life, physical injury, or harm to health, for intentional acts and gross negligence, and for product defects or insofar as SCHMALZ has assumed a procurement risk. Any com-ment of SCHMALZ on a claim based on defects asserted by Customer shall not constitute an opening of negotiations concerning such claim or the facts giving rise to the claim, provided SCHMALZ rejects the claim based on defects in full.

12. Defects in Title

1. SCHMALZ warrants that there are no third-party rights precluding the contractually agreed use of the Software by Customer. In the case of defects in title, SCHMALZ shall provide war-ranty by procuring for Customer at the latter’s discretion either a legal defect-free right of use in the Software or in equivalent software.

2. Customer shall notify SCHMALZ without delay and in writing if third parties assert claims in the Software (e.g. copyright or patent). SCHMALZ shall support Customer in defending against such third-party claims by providing information and advice.

3. The provisions of section 11 otherwise apply mutatis mutandis to any legal defects.

13. Liability of SCHMALZ

1. SCHMALZ is liable without limitation for damages resulting from a breach of guarantee or from harm to life, physical injury, or harm to health. The same applies with respect to inten-tional acts and gross negligence or insofar as SCHMALZ has assumed a procurement risk. SCHMALZ is liable for slight negligence only if material duties are violated, such duties arising out of the nature of the contract and being of essential importance for the attainment of the contractual purpose. In the event of the breach of such duties and in case of default and frus-tration of contract, SCHMALZ’s liability is limited to typically foreseeable damages within the context of the contract. Mandatory statutory liability for product defects remains unaffected.

2. To the extent that SCHMALZ’s liability is excluded or limited, this shall also apply for the personal liability of the employees, staff, representatives, and agents of SCHMALZ.

14. Product Liability

1. Customer will not modify the products; in particular, he will not modify or remove existing warnings about risks due to improper handling of the products. In the event of the breach of this obligation, Customer shall in the internal relationship indemnify SCHMALZ from and against any and all product liability claims asserted by third parties unless Customer is not responsible for the modification of the products.

2. In the event that SCHMALZ has to implement a product recall or issue a warning notice due to a defect in the products, Customer shall take best efforts to support SCHMALZ and partici-pate in all measures that SCHMALZ deems reasonable and expedient; in particular,  Customer will procure the necessary Customer information. Customer shall bear the costs of the prod-uct recall or warning notice unless he is not responsible for the defect in the products and the loss incurred pursuant to the principles of product liability law. Further claims of SCHMALZ shall remain unaffected.

3. Customer must without delay notify SCHMALZ, in writing (e.g. by letter, fax or e-mail), of any and all risks in connection with the use of the products and any possible defects in the products of which he becomes aware.

15. Force Majeure

1.Insofar as SCHMALZ is hindered in fulfilling its contractual obligations, especially in deliver-ing the products, by force majeure, SCHMALZ shall be freed of its contractual obligations for the duration of the hindrance and a reasonable additional start-up period without being ob-ligated to compensate Customer for damages. The same applies in the event that unforeseen circumstances or circumstances outside of SCHMALZ’s control such as labour disputes, pan-demics, epidemics, measures taken by government authorities, energy shortages, delivery disruptions from its suppliers, or significant disruptions to operations, in particular cyber attacks, make it unreasonably difficult or temporarily impossible for SCHMALZ to fulfil its obligations. This shall also apply if the aforementioned circumstances occur at a sub-supplier. This shall also apply if SCHMALZ is already in default. If SCHMALZ is released from its obliga-tion to deliver, SCHMALZ shall refund any advance payments made by Customer.

2. On expiry of a reasonable grace period, SCHMALZ shall be entitled to rescind the contract if such impediment continues for more than four months and the performance of the con-tract is no longer of interest to SCHMALZ due to such hindrance. At Customer's request, SCHMALZ will on expiry of such grace period declare whether it intends to exercise its right of rescission or whether it will deliver the products within a reasonable period.

16. Retention of Title

1. SCHMALZ retains title in the delivered products until such time as the purchase price and any and all claims to which SCHMALZ is entitled against Customer under their business rela-tionship have been settled in full. For the duration of the retention of title, Customer shall handle the products subject to retention with due care. He shall, in particular, sufficiently insure the products subject to retention at its own expense at replacement value against fire, water, and theft damage. At SCHMALZ’s request, Customer shall provide proof of the insur-ance policy. Customer assigns to SCHMALZ, with effect as from the date of the contract, all claims for compensation under such insurance. SCHMALZ hereby accepts such assignment with effect as from the date of the contract. If the insurance policy does not permit such as-signment, Customer instructs the insurance company herewith to make payments exclusively to SCHMALZ. This shall not affect any further claims to which SCHMALZ is entitled.

2. Customer shall not be entitled to sell or to pledge the products subject to retention of ti-tle, nor to assign them by way of security, to process or remodel them, to connect them to or mix them with any other movable or immovable property whatsoever, to make use of the products as if he were the owner of them, nor to otherwise dispose of them in a way that could jeopardise SCHMALZ’s title in the goods. Customer must notify SCHMALZ without de-lay and in writing (e.g. by letter, fax or e-mail) of any attachment or other intervention by a third party, provide all information required, inform the third party of SCHMALZ’s title in the goods, and assist in all measures undertaken by SCHMALZ in order to protect the products subject to retention of title. To the extent the third party is not able to reimburse to SCHMALZ the judicial and extrajudicial costs for enforcing SCHMALZ’s title, Customer shall reimburse SCHMALZ the loss sustained by SCHMALZ in this connection unless Customer is not responsible for the breach of duty.

3. If Customer is in breach of the terms of the contract, in particular if he defaults in payment, SCHMALZ shall, without prejudice to its other rights, be entitled to rescind the contract after a reasonable grace period set by SCHMALZ. Customer shall without delay grant SCHMALZ or its authorised agents access to the products subject to retention of title and return the same. After due and timely notice, SCHMALZ may otherwise dispose of the products subject to re-tention of title in order to satisfy its due claims against Customer.

17. Assembly

1. If SCHMALZ is commissioned not only with the supply of products, but also with assembly, this shall be carried out on the basis of a separate independent contract for work and ser-vices.

2. Such assembly contract is subject to the specific written assembly instructions issued by SCHMALZ.

18. Confidentiality

1. The parties undertake to keep confidential and neither to record, disclose, or use any in-formation that becomes available to them and is designated confidential or which can be identified as business or trade secrets based on other circumstances for five years from deliv-ery, unless required for the business relationship.

2. The confidentiality obligation shall not apply if the information was demonstrably already known to the other party prior to the commencement of the contractual relationship, was generally known or publicly available or becomes generally known through no fault of the other party. The burden of proof is incumbent upon the recipient.

3. The parties shall ensure by way of appropriate contractual agreements with their employ-ees and agents, in particular their freelance employees and service providers that they, too, refrain for the period of five years from delivery from any and all private use, disclosure or unauthorised recording of such business and trade secrets.

19. Data Protection

1. The parties are under an obligation to comply with the statutory provisions on data pro-tection, specifically the EU General Data Protection Regulation (GDPR) when executing the contract and to ensure that their employees also comply with these provisions.

2. The parties process the personal information (name and contact information of the con-tacts in each case) solely for the purposes of fulfilling the agreement and shall implement appropriate technical safety measures to protect this information (Art. 32 GDPR) that corre-spond to the current state of the art. The parties must delete the personal information as soon as the processing thereof is no longer necessary. This does not affect any statutory stor-age obligations.

3. If Customer transmits personal data to SCHMALZ in a non-anonymized form as part of the upload of Customer Data in accordance with section 7, this data will also be processed by SCHMALZ. In this case, Customer is solely responsible for the legality of the transmission un-der data protection law and for the collection, processing, or use of the data in accordance with the agreement. Furthermore, the provisions of the privacy policy of SCHMALZ apply.

4. If in the course of the execution of the contract, SCHMALZ processes personal information on behalf of Customer, the parties shall conclude a separate contract processing agreement pursuant to Art. 28 GDPR.

20. Legal compliance

1. Within the scope of their corporate responsibility, the parties each undertake to ensure compliance with all applicable statutory provisions in or in connection with the conduct of their business (including environmental protection laws and labour regulations/laws, particu-larly with regard to employee health and safety) and that child labour and forced labour are not tolerated.

2. Once the delivered products are no longer in use, Customer is obliged to properly dispose of them at his own expense and in accordance with applicable statutory provisions, in par-ticular those of the Finnish Electrical Safety Act (Sähköturvallisuuslaki). Customer shall in-demnify SCHMALZ from its obligation as manufacturer to take back the products pursuant to section 25 Electrical Safety Act and from any related claims by third parties. Customer shall contractually oblige any commercial third parties to which he passes on the delivered prod-ucts to properly dispose of the products after use at their own expense and in accordance with applicable statutory provisions, in particular those of the Electrical Safety Act,  and he shall oblige these third parties to pass on this disposal obligation to any further third parties to which they pass on the products. If Customer violates his obligation to pass on these obli-gations to the persons receiving the products, regardless of the reasons therefor, he shall take back the delivered products after use at his own expense and properly dispose of them in accordance with applicable statutory provisions, in particular those of the Electrical Safety Act.

3. Customer is obliged to properly empty and dispose of any used packaging received from SCHMALZ at his own expense, however, only to the extent applicable statutory provisions so require.

4. In addition, both parties shall confirm upon the conclusion of a contract that they will not participate in any form of bribery or corruption and will not tolerate the same.

21. Final Provisions

1. The assignment of rights and duties of Customer to third parties, in so far as such right or duty is derived from the business relationship between Customer and SCHMALZ, is subject to the prior written consent of SCHMALZ.

2. Counterclaims of Customer entitle him to set-off only if such claims have been conclusively legally determined or are uncontested. Customer may assert a retention right only if his counterclaim is based on the same contractual relationship.

3. The legal relationship between Customer and SCHMALZ shall be governed by the laws of Finland to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

4. The exclusive place of jurisdiction for all disputes arising in connection with the business dealings between SCHMALZ and Customer is the registered seat of SCHMALZ. SCHMALZ is also entitled to file an action at the registered seat of Customer and at any other permissible legal venue. Arbitration clauses shall not apply.

5. Unless otherwise agreed, the place of performance for all obligations of Customer and SCHMALZ is SCHMALZ’s registered seat.

6. The language of the contract is English.

7. Should any provision of these T&C's be or become invalid or unenforceable, in whole or in part or should there prove to be a gap in these T&C's, this shall not affect the validity of the remainder of the provisions. In lieu of the invalid or unenforceable provision the valid or enforceable provision that comes as close as possible to attaining the purpose of the invalid or unenforceable provision is deemed agreed. In the case of a gap, the provision is deemed agreed that corresponds to what the parties would have agreed, in the light of the purpose of these T&C's, had they considered the matter from the outset.