General terms of sale on Valio's wholesale business
1. SCOPE OF APPLICATION
These terms and conditions apply to deliveries from Valio’s own goods warehouses and from its suppliers or manufacturers, based on orders made from Valio.
2. VALIO’S OBLIGATIONS
2.1 Delivery time
Unless a specific delivery time has been agreed on, Valio is obliged to deliver the goods within the ordinary time of delivery. Valio has the right to make an exception to a delivery time if this is necessary due to a force majeure, unreasonable costs required by the delivery circumstances, or other sacrifices.
2.2 Handover of goods and transfer of risk liability
In all transactions, goods are deemed handed over when the customer, its representative or the customer’s freight carrier or transporter has taken possession of them. Risk liability is transferred to the customer when the handover of goods takes place.
Valio is not obliged to take back goods ordered.
2.3 Information about the goods
Valio is responsible for the features of the goods or for information about use the company has provided. Valio is not responsible for information provided by the manufacturer or importer of the goods.
2.4 Warranty and quality of the goods
Goods may have warranty according to the terms and conditions of its manufacturer or supplier, and Valio assigns this to the customer if possible. Valio’s warranty must be agreed on specifically. As the seller, Valio is responsible for ensuring that the goods delivered by the company meet the ordinary quality requirements set for the goods in question, as applicable.
2.5 Packing and transportation of the goods
If Valio carries out transportation, it is responsible for ensuring that the goods are delivered to the customer in the ordinary condition. Unless otherwise agreed, the goods are delivered in the manufacturer's or importer’s packaging. If the customer or another party on its behalf collects the goods, they are handed over to the customer in the packaging in which they are stored at Valio.
If repackaging that differs from the above is agreed with the customer, the customer is liable for the costs incurred from this. If Valio carries out transportation, the customer is liable to pay the ordinary or specifically agreed freight or transportation costs applied by Valio.
2.6 Pass-through billing deliveries
For pass-through billing deliveries, the supplier’s terms of delivery apply, and Valio is not liable for any damage caused to the customer by suppliers’ failures, unless it can be proven that Valio has acted negligently and caused the damage.
3. THE CUSTOMER’S RIGHTS, RESPONSIBILITIES AND OBLIGATIONS
3.1 Delays by Valio
Valio is obliged to notify the customer if a delivery of goods is at risk of being significantly delayed. If the customer accepts a new delivery time or if the delay is minor regarding the quality of the goods and other terms and conditions of the agreement, the customer has no right to demand cancellation of the transaction or to receive damages. Also, there is no right to keep to the agreement or to compensation if the delay is caused or the delivery is prevented due to an impediment that Valio is unable to overcome, or if fulfilling the agreement would require unreasonable costs compared with the benefit obtained by the customer from this. Valio is not liable for a delay if the delay is, even in part, caused by a reason attributable to the customer or related to a pass-through billing transaction.
3.2 Defects in goods
The customer is obliged to inspect the goods and notify Valio, in writing, of any defect within twenty-four (24) hours of receiving the products. Valio is not obliged to process or accept any complaint made after this. The customer must verify that 1) the product is correct (i.e. that the product corresponds to the product ordered); 2) the quantity of goods corresponds to the quantity ordered; 3) the product meets the criteria applied to food legislation; and 4) the products have no transport damage or other visible damage.
Valio has the right to choose whether an incorrect delivery is rectified or whether Valio will reimburse the customer for the damage caused by the defect. Valio will pay the customer at most the purchase price of the defective product. In all cases, any consequential and indirect damage caused by a defect, such as lost profits, a reduction in turnover, or purchasing a replacement product from a third party, are excluded from Valio’s liability for compensation.
In a pass-through billing transaction, the customer is responsible for submitting any complaint directly to the supplier of the goods. Even if Valio handles a complaint on behalf of the customer, Valio is not liable for a supplier’s error. Valio is also not responsible for a supplier’s inability to fulfil its liability for damages or refunds due to insolvency.
3.3 The trade price and payment thereof
The trade price is a price generally applied by Valio to the goods upon the handover of the goods, unless a different price for it has been stated in an offer or by some other manner. With regard to foreign goods, Valio reserves the right to make changes to stated prices in the event of changes in exchange rates, taxes, custom fees and other charges, even if this has not been specifically stated in an offer or otherwise reported.
Invoices can be submitted on a delivery-specific basis or as periodic billing. Unless otherwise agreed, Valio sends the customer invoices four (4) times a month. The trade price must be paid in accordance with the agreed terms of payment. The term of payment commences on the invoice date. If no other term of payment has been agreed, it is ten (10) days net. Invoices are acknowledged as paid in the order according to the due date.
For any delayed payment, the customer is liable to pay interest for late payment in accordance with the valid Interest Act (633/1982). Valio has the right to charge €10 per payment reminder and other costs incurred from recovery.
Valio has the right to postpone delivery times of upcoming deliveries or decline deliveries altogether, if the customer has unpaid overdue invoices or other payments that have become due for payment.
Valio can at any time, at its discretion, cancel a credit granted to the customer. If the customer wants a credit limit, the customer is obliged to provide acceptable collateral as security for the limit, if so required by Valio. The above provisions on the limit, trade price and payment thereof also apply to pass-through billing transactions.
3.4 Contribution obligation
Valio and the customer must contribute to a transaction as can be reasonably required from them, so the other party can fulfil the agreement.
4. CANCELLATION AND TERMINATION OF THE AGREEMENT AND TRANSACTION
4.1 The customer’s right of cancellation
The customer has the right to cancel a transaction due to a material delay or error attributable to Valio, unless Valio has within a reasonable time from the customer’s complaint or within an extension agreed with the customer fulfilled its obligation to rectify the error or make the delivery. If the customer has, even in part, influenced the delay or neglected its obligation to inspect the goods or submit the complaint in due time, it has no right to demand cancellation of the transaction or any compensation.
4.2 Valio’s right of cancellation
Valio has the right to cancel the agreement if payment of the trade price is delayed by more than two weeks or if there is reason to suspect that the customer is unable to make its payments to Valio.
Valio has the right to cancel a transaction if the customer does not collect or receive the goods it has ordered as agreed or does not otherwise contribute to the transaction as can be reasonably required from it.
4.3 Other right of cancellation
If a party enters restructuring proceedings, is placed in liquidation or declared bankrupt, or faces such financial difficulties that there is reason to assume that the fulfilment of the obligations stated in this agreement is at risk, the other party has the right to cancel the agreement. A party also has the right to cancel the agreement if the other party undertakes a corporate reorganisation, and the reorganisation and its effects on this agreement have not been specifically communicated and explained in writing.
Either party can cancel this agreement with immediate effect if the other party violates this agreement materially or repeatedly and does not rectify its breach within thirty (30) days of the dispatch of a written complaint on the violation. Any cancellation should be made by reporting it to the other party in writing.
4.4 Right of termination
If the agreement is in effect until further notice, it can be terminated on either side with a period of notice of one (1) month. Any termination must be submitted in writing.
5. LIMITATIONS OF LIABILITY
Valio is not liable for any consequential or indirect damage in any circumstances. “Consequential damage” refers to, for example, lost profits or damage incurred from a reduction or suspension of production or turnover, purchase of a replacement product from a third party, or failure to fulfil obligations toward a third party.
These limitations of liability do not apply to damage caused intentionally or through gross negligence.
6. FORCE MAJEURE
Neither party is responsible for failure to fulfil its obligations under these terms and conditions for a force majeure reason. A force majeure includes a situation in which fulfilment of contractual obligations has been prevented after the creation of the agreement due to an unusual or surprising situation, activity or event that is beyond Valio’s control and which Valio cannot have taken into account or prepared for when signing the agreement, and which cannot be eliminated with reasonable added costs in a reasonable time.
Such grounds for release may be war, insurrection, internal unrest, requisition or seizure by the authorities, import or export ban, a natural disaster, suspension of traffic or energy distribution, an industrial dispute or fire, breakdown of production equipment, or another similarly significant and unusual reason beyond a party’s control. Valio has the right to adjust its prices in the event of a force majeure.
A party that wishes to refer to a force majeure must report this to the other party without delay after the reason has emerged. If the force majeure lasts more than three (3) months, the parties will negotiate on its effects on the agreement.
Each party may cancel the agreement in full or in part if fulfilment of the agreement due to the force majeure is delayed by more than three months.
This is a confidential agreement between the parties and it must be kept secret.
The parties agree to keep this agreement and its appendices, as well as material and information associated with the agreement they have received from the other party, confidential and secret during the term of the agreement and for three (3) years after its expiry. Each party agrees not to disclose the other party's confidential information to a third party without the other party’s prior written consent, and to use the other party's confidential information only for purposes according to this agreement.
This secrecy obligation does not apply to material or information that (a) is available to the general public, (b) is obtained by the receiving party from a third party without a secrecy obligation, (c) was in the receiving party's possession without an applicable secrecy obligation prior to receiving the information from the other party, or (d) was verifiably and independently developed by the receiving party without utilising material or information obtained from the other party. These secrecy obligations do not prevent disclosure of confidential information insofar as the receiving party is obliged to disclose it on the basis of the law or an official order; however, receiving party shall, to the extent possible, inform the disclosing party of the order for disclosure and notify the recipient of the information of its confidentiality.
Each party must immediately stop using confidential material and information received from the other party when the party no longer needs said information for purposes according to this agreement.
8. SETTLEMENT OF DISPUTES
This agreement is governed by Finnish law without regard to conflict of law principles.
The parties aim to settle any disputes arising from this agreement through negotiation. If the parties are unable to reach unanimity, disputes shall be finally settled in arbitration in accordance with Finland’s Chamber of Commerce arbitration rules. The arbitral tribunal consists of one member, and the arbitration proceedings are held in Helsinki and conducted in Finnish. Valio also has the right to bring an action on a debt in a court of law in the customer’s registered office.
9. VALIDITY OF THE GENERAL TERMS OF SALE
These terms of sale are in effect until further notice. Valio has the right to amend these terms and conditions by reporting this in writing or in another verifiable manner.