Jubilo Terms and Conditions for Customers
General/Scope of Application
The Site is managed and maintained by Jubilo Oy, 0687241-6, and having its registered address at Nokkalanpuisto 5, 02230, Espoo, operating as Jubilo.
These General Sales Terms shall apply to all agreements, sales relationships, and purchase orders (“Agreement”) between Jubilo (“Jubilo”, “Us”, ‘We”) and the buyers (“Buyer”) of products (“Product(s)”) from Jubilo during all stages of the sale and purchase process, unless otherwise separately and explicitly agreed in writing between the Parties. In writing includes any type of communication in electronic form as well.
These General Sales Terms may be updated by the sole discretion of Jubilo and Jubilo’s General Sales Terms in force from time to time shall be applicable on the Agreement.
The quotations issued by Jubilo are non-binding offers and subject to change. The prices mentioned in the quotation are exclusive of VAT and other government levies unless otherwise stated.
Cancellation or modification of an order is only possible with the written consent of Jubilo.
- Jubilo shall use its reasonable efforts to deliver the Product(s) in time in accordance with the delivery schedule agreed between the Parties. Jubilo shall inform Buyer of any foreseeable delay in delivery as soon as possible after Jubilo becomes aware of such fact.
- Delivery is considered to have taken place on time if the Product(s) within the delivery period either have been shipped from Jubilo or have been reported ready to the Buyer for shipment/inspection. If the Buyer does not fulfill the obligations in time or delay the performance, Jubilo is entitled to extend the delivery time accordingly, unless Jubilo prefers to exercise the right to cancel the contract.
- Delayed delivery entitles the Buyer for damages only if this has been specifically agreed upon between the parties in writing.
- Unless agreed otherwise, the responsibility of the Product(s)/goods passes to the Buyer as per the agreed Incoterms, which can be found in the respective order confirmation.
- Force Majeure - As a result of the occurrence of one or more of the following impediments, the delivery may be prevented, obstructed, or delayed. In such circumstances, Jubilo can relinquish all responsibility and reserves the right to cancel the whole or a part of the contract or postpone the delivery with a new agreed delivery date.
The following circumstances shall among other things constitute Force Majeure: war (whether declared or not), armed conflict or the serious threat of the same (including but not limited to hostile attack, blockade, military embargo), hostilities, invasion, act of a foreign enemy, extensive military mobilization; civil war, riot, rebellion, revolution, military or usurped power, insurrection, civil commotion or disorder, mob violence, act of civil disobedience; act of terrorism, sabotage or piracy; plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis, including quarantine, partial or total lockdown, travel restrictions, curfew, quarantine curfew, isolation of areas by government authorities or other employee restrictions; act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, export and import bans, refused licenses from various government authorities, curfew restriction, expropriation, compulsory acquisition, seizure of works, requisition, nationalization; act of God or natural disaster such as but not limited to shortage of water, violent storm, cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave, tsunami, flood, damage or destruction by lightning, drought; explosion, fire, destruction of machines, equipment, factories and of any kind of installation, prolonged break-down of transport, telecommunication or electric current; general labor disturbance such as but not limited to boycott, strike and lock-out, go-slow, occupation of factories and premises, machine damage or other disruptions in manufacturing, traffic disruption at railways, docksides or other traffic institutions, delayed ships or other means of transportations, discards during manufacture that could not have reasonably been foreseen, non-delivery, faulty delivery or delayed delivery of semi-finished product(s) or raw materials or other circumstances, regardless of what kind, for which Jubilo have no control over and which affects opportunities to fulfill delivery obligations.
- Should the Buyer fail to perform its obligations regarding delivery, including failure to accept delivery on the specified date, Jubilo shall claim costs originating from the delivery attempt(s) including related transportation costs and any storage costs incurred.
- The Product(s) are at the risk of the Buyer from the time of delivery according to applicable delivery terms.
- Jubilo reserves the right to over-delivery or under-delivery with a maximum margin of 5% of the agreed quantity.
Payment Terms and Invoicing
- The Buyer shall make payment for the Product(s) delivered. The payment shall be made in the manner and the time specified in the Agreement between the parties. Unless specific conditions of payment have been agreed upon, the invoice shall be paid within 30 days after the invoice date.
- Jubilo may refuse to make deliveries or provide services if the Buyer has any unpaid amounts that are due, or if Jubilo has reason to doubt the Buyer's ability or readiness to pay. In these circumstances, Jubilo has the right to request security for the proper and punctual observance of its payment obligations or an advance payment. If the security of payment or advance payment is not provided by the Buyer or not approved by Jubilo, Jubilo has the right to cancel the contract. The Product(s) shall remain in Jubilo’s property until full payment has been made. Acceptance or other engagement is not considered payment until full payment has been made.
- The Buyer is responsible for Jubilo’s costs, in the case of collection of receivables that are due.
- The Buyer shall be responsible for Insurance unless otherwise agreed in writing between the Parties.
- The agreed purchase price is exclusive of VAT unless expressly agreed otherwise in writing. Where due to the authority’s decision or due to a higher tax than debited is to be paid, Jubilo is entitled to recover the balance amount from the Buyer.
Increase in Costs
The confirmed price shall apply to the Product(s). However, should thereafter the conclusion of the Agreement occur a substantial increase in the total costs in relation to changes in production, transportation, exchange rates, raw material prices, taxes, and public charges, Jubilo has the right to adjust the price accordingly upon delivery.
The Buyer has to examine each delivery after arrival. Any defects (including damage in transit), incompleteness of the Product(s), or any other differences from the confirmation of the order have to be notified to Jubilo within 7 days of the delivery in writing by specifying the defect, or other variances, quoting the invoice number. Failure to do so will prevent the Buyer from taking any action in the future. If the Buyer does not notify Jubilo within the set time-frame in writing, the Product(s) shall be deemed to have been duly delivered in agreed quality, quantity, and specification.
In the event the Product(s) delivered are defective and Jubilo is responsible, Jubilo is obliged within a reasonable time to free of charge compensate, withdraw, repair, or rework the defective Product(s).
Limitation of Liability
If Jubilo is liable for damages under the Agreement, the damages shall be limited to any proven direct damages incurred by the Buyer up to the amount equal to the purchase price of the Product(s) giving rise to such claim. Jubilo shall under no circumstances be liable for any indirect, consequential, incidental, or punitive damages or losses incurred by the Buyer in connection with the Product(s) or the Agreement, including but not limited to loss of profits, production, revenue, or goodwill. The Buyer shall use commercially reasonable efforts to mitigate the damages arising in relation to any claim which the Buyer may bring against Jubilo under or in connection with the Agreement.
Rights and Ownership to Intellectual Property
The delivery of the Product(s) under the Agreement and/or under these General Sales Terms shall not be considered as granting any implied or express licenses or rights to any Intellectual Property other than necessary for the use of the Product(s) by the Buyer, which use is known to Jubilo when entering into the Agreement. Each Party retains ownership and other rights to any Intellectual Property owned or used by the respective Party at the time of entering into the Agreement as well as to Intellectual Property created by the respective Party in connection with the fulfillment of the Agreement.
Copyright and Trademark
This Website contains material, such as software, text, graphics, images, designs, works, and other material provided by or on behalf of us (collectively referred to as the “Content”). The Content may be possessed by us or third parties. Unauthorized use of the Content may infringe copyright, trademark, and other laws. You have no rights in or to the Content, and you will not take the Content. No other use is allowed without prior written consent from us. You may not transfer, provide license or sub-license, sell, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other Site or in a networked computer environment for any purpose is expressly prohibited.
If you infringe any part of these Terms, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.
Our trademarks, service marks, and logos used and displayed on the Site are registered trademarks or service marks. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the “Third-Party Trademarks,” and, collectively with us, the “Trademarks”). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. None of the Content may be retransmitted without our express, written consent for each and every instance.
The Buyer shall not be entitled to assign the Agreement or any of its rights or obligations under the Agreement, in whole or in part, to any third party without the prior written consent of Jubilo.
If any term of the General Sales Terms or the Agreement is held unenforceable or invalid, such determination shall not render unenforceable any other term of the Agreement or these General Sales Terms. The Agreement and these General Sales Terms constitute the entire agreement between Jubilo and the Buyer with respect to the delivery and provision of the Product(s) and supersede and exclude prior representations of the Parties and any general purchasing conditions of the Buyer or any other general or standard trading terms which may be written on or referred to in any order request for a quotation or other documentation used by the Buyer.
These General Sales Terms are construed and governed in accordance with the substantive laws of Finland, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods.
Any disputes, controversies, or claims between the Parties arising from or relates to these General Sales Terms or the supply of the Product(s) shall be resolved through negotiations between the Parties. If the negotiations do not lead to a mutually satisfactory outcome, then such dispute, claim or controversy arising out of or relating to these General Sales Terms, or the termination, breach, or validity thereof, shall be settled finally by Arbitration with one arbitrator sitting in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki, Finland and the language of the arbitration proceedings shall be English.