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Terms and Conditions

This agreement has been divided in two major chapters (1 and 2). Chapter 1 applies to all customers and chapter 2 only to volume orders. More specific details below.

This is terms and conditions version 2.0.0. Effective from 24th May 2018.

Chapter 1: General Terms & Conditions

Granite Devices Oy

Summary

This is a short summary of General Terms & Conditions (T&C) of Granite Devices Oy (GD).

This summary’s purpose is to highlight a few main points for a quick overview. The summary is not meant to be comprehensive. Full text is available after this summary.

These T&C’s apply to all purchases made directly from Granite Devices unless parties have specifically agreed otherwise in writing.

If a purchase is more than 2000 €, the Volume Contract T&C’s apply in addition to General T&C’s. Volume Contract T&C are available in this same document, after the General T&C’s.

GD accepts product returns within a three-week period from the delivery. The refund policy is worldwide and applies to all orders between 200 – 2 000 EUR. This refund policy applies only when the buyer has contacted GD beforehand for further instructions.

Payment is due within14 days from the invoicing date unless otherwise agreed. 

GD can invoice all expenses occurred in delivery phase from the buyer. This applies also if the delivery is returned to GD because of buyer fails to take necessary steps to receive the delivery e.g. providing correct contact information for the courier company, or failure to clear the goods through customs.

All products, custom-designed or not, are sold as they are. GD provides a 12-month warranty that applies to e.g. a hardware manufacturing failure that means a product won’t match the technical specifications. Specifications are available at GD’s online site. The warranty won’t apply if the failure is due to buyer’s own design, instructions etc.

The software is delivered as it is. GD does not provide any kind of warranty. The use of the software is at your own risk. See the GD’s end-user license agreement for more details.

GD is happy to help you with any technical issues. GD provides basic product support free of charge. Additional support for e.g. software of firmware modifications or configuration support is available as an additional service to which consultation fees apply. See the GD’s online store for the Pro Consultation prices. Be sure to contact GD beforehand to get and estimate about how long the job will take.

Glossary of terms

Buyer means a person or an entity purchasing Products directly from GD.

Custom Product means a Product that is not a Standard Product. Typically, this may mean a Product that is designed or manufactured by GD per the specific wishes and requests of Buyer.

Days means calendar days unless otherwise stated.

Estimated Ship Date or ESD means the date estimated by GD for shipment of the Product from the applicable GD location.

GD means Granite Devices Oy, Business ID 2094427-9, Hermiankatu 6-8 E, 33720 Tampere, FINLAND.

In writing means communication by a document signed by both parties or by letter, email and by such other means as are agreed by the parties.

Non-Standard Product means a Product designated by GD as “Non-Standard.” This designation includes Products customized for a single customer, or non-custom Products primarily purchased by a single customer.

Online Store means an online site, administrated by GD, through which GD products and services can be purchased online.

Payment means GD has received cleared funds from Buyer in GD’s bank account on or before the invoice due date.

Product means any objects GD has qualified and released to market, including software and documentation. For clarity, the term “Product(s)” may include also: services, reference designs, prototypes, experimental devices and combinations of these.

Standard Product means a Product designated by GD as “Standard.” This designation includes catalog Products offered and/or sold to many customers.

Trade Control Law(s) has the meaning defined in Volume Contract Terms & Conditions

Volume Contract means an order that exceeds the amount of 2000 EUR in its value. In addition to these General Terms & Conditions, the specific Volume Contract Terms & Conditions will apply.

1.1. General

These General Terms & Conditions apply to the delivery of Products by GD unless Buyer and GD agree otherwise in writing. If the total value of the purchase exceeds the amount of 2000 EUR it is defined as a Volume Contract to which applies the Volume Contract Terms & Conditions in addition to these General Terms & Conditions.

Any modifications of or deviations from both general and Volume Contract Terms & Conditions must be agreed In Writing.

If a provision in these Terms & Conditions proves to be fully or partially invalid, the contracting parties shall replace this provision with a new agreement that comes as close as possible to produce the same legal and commercial effect.

1.2. Offer and Acceptance

Buyer may offer to buy Products under these terms by submitting an order to GD. GD may accept or reject any order at GD’s sole discretion.

The terms in this contract are the sole terms governing GD’s sale of Products to Buyer. GD’s acceptance of Buyer’s offer is expressly limited to these terms. GD hereby objects to and rejects any additional or different terms proposed by Buyer, including those contained in Buyer’s purchase order, unless GD expressly agrees to such terms In Writing.

1.3. Prices

GD communicates pricing to customers in various ways (e.g. directly in Online Store, and quotes) and confirms transaction prices with its order acknowledgments. If there is an apparent and noticeable error in the price in Online Store, quotes, order acknowledgments or in such other communication GD reserves the right to correct the error. GD will inform Buyer about this correction without undue delay.

All additional costs, such as freight costs, insurance costs, export, transit, import and other permits, and certifications, are payable by Buyer. Buyer must also bear all forms of taxes, levies, fees, duties or similar that are charged in connection with the contract, or to refund them to GD against appropriate documentation if the latter becomes liable for them.

GD reserves the right to adjust the price if labor or material costs change between the time of making the offer and the fulfillment of the contract. An appropriate price adjustment shall also be carried out if: a) the delivery deadline is extended for any of the reasons specified in Section 11 (Contingencies), b) the nature or scope of the agreed deliveries or services has undergone a change or c) the material or execution undergo changes because the documentation provided by Buyer does not correspond to the actual circumstances or is incomplete.

Overtime and other expenses incurred to hasten delivery at Buyer’s request shall be added to the quoted prices and paid by Buyer.

Unless otherwise agreed, prices are in EUR and Payment must be in EUR.

1.4. Customer Support

GD provides basic product support free of charge. If Buyer requests further services (e.g. software or firmware modifications or installation or configuration support on Buyer’s behalf via remote connection or at the premises) it is seen as Pro Consultation and invoiced accordingly. Prices at the time of purchase are available at GD’s Online Store.

GD End-User License Agreement, available at granitedevices.com/legal, applies to any Pro Consultation requiring changes in the software or firmware. For the sake of clarity, the software modifications which GD provides to buyer via Pro Consultation support shall be the sole property of GD, and GD retains the exclusive ownership of any immaterial property rights that may be created during such work. The Buyer acquires the right to use such modified software or firmware as defined in GD End-User License Agreement.

1.5. Plans and Technical Documentation

Prospectuses and catalogues are not binding unless otherwise agreed. Specifications in technical documents are only binding if they are expressly guaranteed. GD expressly reserves the right to make changes.

Each contracting party reserves the rights to all plans and technical documents that it has handed over to the other. The receiving party recognizes these rights, and will not make the documents available in whole or in part to third parties, or use them for purposes other than the purpose for which they are provided, without the prior authorization In Writing by the other party. 

1.6. Delivery

Risk and rewards are transferred to Buyer no later than when the deliveries leave the works. The Delivery takes place after the purchase has been paid in advance unless parties agree otherwise.

If dispatch is delayed at Buyer’s request or otherwise for reasons outside GD’s responsibility, the risks are transferred to Buyer at the time at which the delivery was originally set to leave the works. From this point on, the deliveries shall be stored and insured at Buyer’s expense and risk.

Unless otherwise agreed to by the parties In Writing, GD shall deliver the Products “Carriage Paid To” (CPT) or “Carriage and Insurance Paid Тo” (CIP) as defined in Incoterms 2010 depending on the value of the shipment. Buyer may contact GD for further information. GD’s obligation to deliver the Products shall be fulfilled when it has delivered the same in good condition to a carrier of its choice for delivery to the destination specified by Buyer.

Risk of loss or damage to the Products or any part of the Products shall pass to Buyer upon such delivery by GD to the carrier of its choice. Any subsequent loss or damage will not relieve Buyer from its obligations.

Dates for delivery are estimates, not guarantees, and are determined from the date of GD’s receipt of a written purchase order. GD is not liable for any loss or damage incurred by Buyer as a result of a late delivery. Buyer must accept and pay for the Products even if GD delivers late or if GD makes a partial delivery. Buyer is not entitled to any compensation for late delivery unless specifically agreed otherwise In Writing.

GD may change the estimated delivery dates as appropriate. Changes to delivery date estimates may result e.g. if the information required by GD for the fulfillment of the contract is not received on time, or if Buyer subsequently amend them and thereby causes delay to the deliveries or services; or if Buyer or third parties are in arrears with the work to be carried out by them or have defaulted on their contractual duties, particularly if Buyer does not meet its payment obligations.

GD may deliver the Products in installments. Each installment will be treated as a separate shipment under these Terms & Conditions. However, if Buyer does not pay for an installment, GD may treat the non-payment as a breach of contract relating to the other installments.

If the delivery returns to GD because Buyer has failed to collect and accept the delivery, GD is entitled to compensation for the delivery, storage costs, and other expenses which have incurred due to Buyer’s failure to collect. This applies also when the failure to collect and accept the delivery is for reasons attributable to Buyer failure to deliver correct and required address for the delivery to take place successfully and if Buyer fails to take necessary steps to receive the delivery e.g. providing correct contact information for the courier company, or failure to clear the goods through customs.

The Products shall remain the property of GD until Buyer has collected and accepted the delivery. 

1.7. Cancellations and Product Returns

GD accepts product returns within a three-week period from the delivery. The refund policy is worldwide and applies to all orders between 200 – 2 000 EUR.

Buyer must contact GD beforehand about the Product Return to have instructions for shipment and refund. If the package has been opened, or if the Product has been used the delivery costs for the product return are Buyer’s responsibility. GD is entitled to compensation if product return is executed at GD’s expense.

If Buyer is a consumer as defined in Finnish Consumer Protection Act Chapter 1 Article 4 i.e. a natural person who acquires consumer goods and services primarily for a use other than business or trade, the Finnish Consumer Protection Act’s Chapter 6 on distance selling applies. Consumer purchasing products or services at GD’s Online Store has the right to withdraw from the contract by notifying GD of withdrawal within 14 days of receiving the goods or the first shipment of goods. The goods must be returned to GD within a reasonable time. The right to withdraw does not apply to Custom Products (Consumer Protection Act, Chapter 6, section 16).

Regardless of the type of product return, Buyer must contact GD beforehand about the return for instructions for shipment and refund. GD is not obligated to refund if a product return is not made as GD has instructed.

1.8. Payment Terms

Payment is within 14 days from the invoicing date unless otherwise agreed.

If Buyer fails to make Payment when due, GD may suspend or cancel performance under any agreements, including delay or cancellation of shipment on any open orders.

GD will not be liable for, and Buyer will hold GD harmless from, any costs or losses resulting from suspension or cancellation on account of Buyer’s failure to make Payment.

Whatever the means of payment used, payment shall not be deemed to have been effected before GD’s account has irrevocably credited the amount due.

Buyer may not deduct any Payment amounts on account of unresolved disputes. GD may charge Buyer 1.0 % per month on overdue accounts (12% per year) to the extent permitted by law.

1.9. Restriction on Use

Customer agrees that it shall not directly or indirectly:

(i) modify, enhance, adapt, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human or machine perceivable form, or circumvent any technological measure that controls access to or permits derivation of the source code of the embedded software or any part thereof,

(ii) modify, enhance, adapt, make improvements to, create derivative works based upon, disassemble, or reverse engineer the Products, any part thereof, or any composition made using the Products,

(iii) However, GD Contributor License Agreement applies to the points of this section (i) where GD has made Material, as defined in the Contributor License Agreement, available as open source. 

(iv) make or permit use of any trademark, trade name, service mark or other commercial symbols of GD’s without its prior written consent,

(v) operate or make use of the Products in any way violative of applicable laws and regulations, and/or

(vi) take or permit any other action which could impair GD’s rights, or damage the image or reputation of quality inherent in the Products, GD business, reputation, intellectual property or other valuable assets or rights.

1.10. Taxes

Prices do not include applicable taxes or duties. Buyer is solely responsible for paying all applicable taxes and duties. GD will add sales taxes to the sales price where required by applicable law and Buyer will pay such taxes unless Buyer provides GD with a duly executed sales tax exemption certificate.

If Buyer is required by law to withhold any amount of tax from its Payment to GD, Buyer will take all reasonable steps to minimize such withholding tax, provide GD with a receipt or certificate as evidence the tax has been paid, and reimburse GD for the amount of withholding so that GD receives Payment for the full value of the invoice.

 1.11. Contingencies

GD will not be in breach of this contract and will not be liable for any non-performance or delay in performance if such non-performance or delay is due to a force majeure event or other circumstances beyond GD’s reasonable control, whether foreseeable or unforeseeable, including but not limited to, shortages of labor, energy, fuel, machinery or materials, technical or yield failures, war, civil unrest, any government act, law or regulation, including any judicial order or decree, any communication or power failure, labor dispute, natural disaster, fire, flood, earthquake, explosion, terrorist act, or Act of God. In the event of a shortage of components, GD may, at its sole discretion, allocate Product production and deliveries.

1.12. Warranties and Related Remedies

1.12.1

Subject to section 1.12 and sections 1.12.2 through 1.12. below, GD warrants to Buyer that each Product conforms to GD’s published Specifications for such Product. Technical documentation and specifications of Standard Products are available at GD’s online product documentation pages (https://granitedevices.com/wiki/ ). 

This warranty lasts for twelve (12) months after the date GD or a GD-authorized distributor delivers the Product unless not otherwise mentioned elsewhere in the documents related to purchase or the parties have agreed otherwise In Writing. GD will repair or replace hardware on certain malfunctions or failures this warranty period. GD’s detailed product warranty terms are available at GD’s online product documentation pages https://granitedevices.com/wiki/Product_warranty_terms

Notwithstanding the foregoing, GD will not be liable for a nonconforming Product if:

(a) the nonconformity was caused by neglect, misuse, or mistreatment by an entity other than GD, including improper installation or testing, or for any Products that were altered or modified in any way by an entity other than GD;

(b) the nonconformity resulted from Buyer’s design, specifications, or instructions for such Products or improper system design; or

(c) Buyer has not paid on time.

Testing and other quality control techniques are used to the extent GD deems necessary. GD does not necessarily test all parameters of each Product.

Products that are identified by GD at time of purchase as pre-production parts are not covered by any warranty and should be used only for prototype testing, not in commercial products.

Buyer’s claims against GD under this section 1.12 are void if Buyer fails to notify GD of any apparent defects in the Product within ten (10) business days after delivery, or of any hidden defects within ten (10) business days after the defect has been detected.

1.12.2

GD’s sole liability will be at its option to repair or replace Products that fail to conform to the warranty set forth above, or credit Buyer’s account for such Products. GD’s liability under this warranty will be limited to Products that are returned during the warranty period to the address designated by GD and that are determined by GD not to conform to such warranty.

If GD elects to repair or replace such Products, GD will have a reasonable time to complete such actions. Repaired and replaced Products will be warranted for the remainder of the original warranty period.

1.12.3

EXCEPT AS SET FORTH ABOVE, PRODUCTS (AS DEFINED IN THIS CONTRACT) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” GD DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH PRODUCTS, INCLUDING BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

1.12.4

GD may provide Buyer technical, applications, or design advice (including reference designs), quality characterization, reliability data, or other services. Buyer agrees that providing these services does not expand or otherwise alter GD’s warranties as set forth above and no additional obligations or liabilities arise from GD providing such services or items.

GD PROVIDES ALL SERVICES AND ITEMS TO BUYER (OTHER THAN “PRODUCTS” DEFINED IN THIS CONTRACT) “AS IS” AND “WITH ALL FAULTS.” GD DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING SUCH SERVICES AND ITEMS, INCLUDING, BUT NOT LIMITED TO, ANY EPIDEMIC FAILURE WARRANTY OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

1.13. Buyer's Applications and Compliance

1.13.1 General

Buyer is solely responsible for the design, validation, and testing of its applications as well as for compliance with all legal, regulatory, and safety-related requirements concerning its applications. This applies to all Standard Products and particularly on all Custom Products designed per Buyer’s requests.

Industry best practices generally require that Buyer conducts qualification tests on actual applications taking into account possible environmental and other conditions that Buyer’s application may encounter.

Buyer represents that, with respect to its applications, it has all the necessary expertise to create and implement safeguards that

(1) anticipate dangerous consequences of failures,

(2) monitor failures and their consequences, and

(3) lessen the likelihood of failures that might cause harm, and to take appropriate remedial actions.

(4) lessen the likelihood of failures that might cause damage to property, equipment and furnishings, and to take appropriate remedial actions.

Buyer agrees that prior to using or distributing any systems that include Products, Buyer will thoroughly test such systems and the functionality of such Products as used in such systems.

Buyer must ensure compliance with safety-related requirements and standards applicable to its applications.

1.13.2 Industry Standards

Unless GD has explicitly designated an individual Product as meeting the requirements of a particular industry standard (e.g., ISO/TS 16949 and ISO 26262), GD is not responsible for any failure to meet such industry standard requirements.

1.13.3 Life-Critical Medical

Buyer may not use any Products in life-critical medical equipment unless authorized officers of the parties have executed a special contract specifically governing such use. Life-critical medical equipment is medical equipment where failure of such equipment would cause serious bodily injury or death.

1.13.4 Other Critical Applications

Buyer may not use any Products in any application where failure of a Product or Products in such application would cause serious bodily injury or death, or otherwise threaten well-being, or cause damage to property or equipment, unless authorized officers of the parties have executed a special contract specifically governing such use. These include, but are not limited to, submarines, aviation devices, vehicles, and heavy tools and equipment.

1.13.5 Indemnification by Buyer

Buyer will fully indemnify GD and its representatives against any damages, costs, losses, and/or liabilities arising out of Buyer’s non-compliance with section 1.13.

If Buyer has provided designs, models, specifications or other data to GD to manufacture a Custom Product, Buyer is solely responsible for non-infringing of any intellectual property rights. GD will not be in any way liable for any intellectual property right violations that may arise in connection with technical information provided by Buyer. Buyer will defend at its expense or settle any third-party claim, suit, or proceeding against GD insofar as such claim, suit, or proceeding is based on an allegation that Custom Products manufactured and supplied by GD to Buyer directly infringe any patent, copyright, or trade secret (“Covered Claim”), and Buyer will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against GD for a Covered Claim, or agreed to by Buyer as settlement or compromise of a Covered Claim.

1.14. Intellectual Property Indemnification

GD will defend at its expense or settle any third-party claim against Buyer or its Affiliates alleging that Products, Services, or Deliverables provided under this Agreement infringe intellectual property rights in the country where they were sold. GD will pay infringement claim defense costs, GD–negotiated settlement amounts, and damages finally awarded by a court. GD has no obligation for any claim of infringement arising from, and Buyer will indemnify GD against any third-party claim arising from:

(i) GD’s compliance with Buyer or third party designs, specifications, instructions, or technical information;

(ii) modifications made by any party other than GD;

(iii) Buyer’s non-compliance with applicable Documentation;

(iv) use of Products, Services or Deliverables for purposes not contemplated by this Agreement or applicable Documentation (including distribution to third parties);

(v) Buyer use or combination of Products, Services, or Deliverables with products, software, or services that are not provided by GD; or

(vi) a Product, Service, or Deliverable that is not at the most current release level if the most current release level is non-infringing.

1.14.1

Subject to sections 1.12 and 1.13, GD will defend Buyer against any claim, suit, or proceeding brought against Buyer, insofar as such claim, suit, or proceeding is based on an allegation that Products manufactured and supplied by GD to Buyer directly infringe any patent, copyright, or trade secret (“Covered Claim”), and GD will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against Buyer for a Covered Claim, or agreed to by GD as settlement or compromise of a Covered Claim.

GD has no obligation to defend or indemnify Buyer unless Buyer:

(a) promptly informs GD of the Covered Claim and furnishes GD a copy of the claim, suit, or proceeding,

(b) gives all evidence in Buyer’s possession, custody, or control to GD, and

(c) gives GD reasonable assistance in and sole control of the defense thereof and all negotiations for its settlement or compromise.

Buyer agrees to make available to GD the benefit of any defense available to Buyer to any Covered Claim hereunder, including, but not limited to, any license or option to license or sub-license any intellectual property right that is the subject of such Covered Claim.

Buyer will be entitled to participate in its defense at its own expense with counsel of its own choosing.

1.14.2

If GD is obligated to defend Buyer pursuant to this section 1.14, GD may, but has no obligation to:

(a) obtain a license that allows Buyer to continue the use of the Products,

(b) if Buyer is enjoined from using the Products, replace or modify the Products so as to be non-infringing, but in a manner that does not materially affect the functionality of the Products, or

(c) if neither (a) nor (b) is available to GD at a commercially reasonable expense, then GD may stop selling the Products to Buyer without being in breach of this contract.

If GD elects to provide either of the options set forth in clauses (a) and (b) above, GD’s obligation pursuant to section 1.14.1 will be entirely fulfilled as to that Covered Claim, except for any damages, losses, or costs (excluding consequential and exemplary damages) incurred by Buyer prior to GD taking such action.

If GD elects the option set forth in clause (c) above, GD’s indemnity obligation under this contract will be entirely fulfilled, regardless of any additional claims, and Buyer will return to GD any and all Products remaining in Buyer’s possession, custody, or control.

1.14.3

GD will have no liability or obligation under section 1.14.1 or 1.14.2:

(a) if Buyer has not purchased the Products subject to the Covered Claim within the thirty-six (36) months preceding the date Buyer informed GD of the Covered Claim,

(b) if Buyer has not fully and promptly paid in full for the Products subject to the Covered Claim,

(c) if the Covered Claim arose because Buyer or Buyer’s customer brought a claim, suit, or proceeding against a third party,

(d) for any costs, losses, or damages resulting from Buyer’s willful acts, or any settlement or compromise incurred or made by Buyer without GD’s prior written consent, and

(e) to the extent that a Covered Claim is based upon:

Buyer’s use of the Products in combination with any other Product, device, software, or equipment,

Buyer’s use of the Products in a process, including a manufacturing process,

Buyer’s modifications to the Products,

GD’s compliance with Buyer’s particular design, instructions, or specifications,

or GD’s compliance with any industry or proprietary standard or Buyer’s use of the Products to enable implementation of any industry or proprietary standard (such claims - i.e., those set forth in (a) through (e) above - are individually and collectively referred to herein as “Other Claims”).

1.14.4

Buyer will defend GD against any claim, suit or proceeding brought against GD insofar as such claim, suit, or proceeding is based on Other Claims and Buyer will pay any damages, losses, or costs (excluding consequential and exemplary damages) finally awarded against GD for any Other Claims or agreed to by Buyer as settlement or compromise of any Other Claims. GD will be entitled to participate in its defense at its own expense with counsel of its own choosing.

1.14.5

THE FOREGOING STATES THE SOLE LIABILITY OF THE PARTIES FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT AND IS IN LIEU OF ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, IN REGARD THERETO. BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING INTELLECTUAL PROPERTY INDEMNIFICATION TERMS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT, AND THAT IN THE ABSENCE OF SUCH TERMS, THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.

1.15. Limitations and Damages Disclaimer

1.15.1 General Limitations

IN NO EVENT WILL GD BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS CONTRACT OR THE USE OF THE PRODUCTS, REGARDLESS OF WHETHER GD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, COST OF REMOVAL, REWORK OR REINSTALLATION, ANCILLARY COSTS TO THE PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, RETESTING, OUTSIDE COMPUTER TIME, LABOR COSTS, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION. NO CLAIM, SUIT, OR ACTION WILL BE BROUGHT AGAINST GD MORE THAN TWELVE (12) MONTHS AFTER THE EVENT THAT GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED.

1.15.2 Specific Limitations

IN NO EVENT WILL GD’S AGGREGATE LIABILITY FROM ANY USE OF A PRODUCT PROVIDED HEREUNDER, INCLUDING FROM ANY WARRANTY, INDEMNITY, OR OTHER OBLIGATION ARISING OUT OF OR IN CONNECTION WITH THIS CONTRACT EXCEED THE TOTAL AMOUNT PAID TO GD FOR THE PARTICULAR PRODUCTS AT ISSUE DURING THE PRIOR TWELVE (12) MONTHS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE OR EXTEND THIS LIMIT.

1.15.3

BUYER UNDERSTANDS AND AGREES THAT THE FOREGOING LIABILITY LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS CONTRACT AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS CONTRACT WOULD BE SUBSTANTIALLY DIFFERENT.

1.16. Non-Waiver of Default and Non-performance

In the event of any default by Buyer, GD may decline to make further shipments. If GD elects to continue to make shipments, GD’s action will not be a waiver of any such default or affect GD’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.

Notwithstanding other provisions in these Terms & Conditions regarding suspension, each party shall be entitled to suspend the performance of their obligations under the contract, where it is clear from the circumstances that the other party is not going to perform their obligations. A party suspending their performance of the contract shall notify the other party In Writing. In case of suspending the performance, either party is not liable towards the other party for loss of profit, loss of use, loss of contracts or for any consequential or indirect loss or directs costs whatsoever.

1.17. Governing Law and Jurisdiction

These Terms & Conditions shall be governed by and construed in accordance with the Finnish Law. Under certain circumstances, the governing law in this section might be superseded by the United Nations Convention on Contracts for the International Sale of Goods ("UN Convention") and the parties intend to avoid the application of the UN Convention to this these Terms & Conditions and, thus, exclude the application of the UN Convention in its entirety to these Terms & Conditions.

The Finnish Courts shall have the exclusive jurisdiction to settle any dispute, controversy or claim related to such a demand. The Pirkanmaa District Court placed in Tampere shall be the court of first instance.

Chapter 2: Volume Contract Terms & Conditions

Granite Devices Oy

2.1. General

If the total value of the purchase exceeds the amount of 2000 EUR it is defined as a Volume Contract to which applies the Volume Contract Terms & Conditions in addition to General Terms & Conditions above. If General Terms & Conditions are in contradictions with Volume Contract Terms & Conditions, the Volume Contract Terms & Conditions apply.

Any modifications of or deviations from both general and Volume Contract Terms & Conditions must be agreed In Writing.

Terms used in Volume Contract Terms & Conditions are the same as in General Terms & Conditions. Terms are defined in Section 1.1 of General Terms & Conditions.

2.2. Delivery

Unless otherwise agreed to by the parties in writing, GD shall deliver the Products “Carriage and Insurance Paid Тo” (CIP), as defined in Incoterms 2010. GD’s obligation to deliver the Products shall be fulfilled when it has delivered the same in good condition to a carrier of its choice for delivery to the destination specified by Buyer.

2.3. Cancellations and Rescheduling

If an order value is two thousand (2000) EUR or more (Volume Contract), Buyer may not cancel or reschedule it within 30 days of the estimated delivery date without GD’s written consent, excluding a consumer as a Buyer as defined in General Terms & Conditions in Section 1.8.

Shipments ready for delivery can be deferred beyond the date for delivery only with GD’s written consent.

2.4. Title retention

The Products shall remain the property of GD until Buyer has collected and accepted the delivery.

Buyer is obliged to participate in those measures that are necessary for the protection of GD’s property; in particular, by signing the contract, Buyer authorizes GD to record or reserve property rights, at Buyer’s expense, in public registers, books or similar in accordance with applicable national laws, and to perform all formalities that are necessary in this respect. 


Buyer shall, at its own expense, maintain the delivered goods throughout the duration of reservation of property rights, and insure them in GD’s favor against theft, breakage, fire, flood and other risks. Furthermore, Buyer shall take all measures necessary to ensure that GD’s claim of ownership is neither harmed nor repealed. 


While the title retention is in effect, Buyer is forbidden from pledging or transferring ownership, and is authorized to resell only to retailers in the ordinary course of business, and only provided that the retailer receives payment from its customers or specifies the reservation that the property only passes to Buyer if the latter’s payment obligations have been fulfilled. 


In the event of attachment, seizure or other disposals or interventions by third parties, Buyer must inform GD immediately. 


Unless GD notifies Buyer otherwise, with regard to international shipments that transit through international waters or airspace, title transfers to Buyer immediately after Products leave the jurisdictional territory of GD’s point of shipment.

Unless GD notifies Buyer otherwise, with regard to domestic shipments and international shipments that do not transit through international waters or airspace, title transfers upon delivery to Buyer’s carrier or nominee at GD’s point of shipment.

2.5. Export Control

2.5.1

Buyer understands that exports and re-exports of GD products and any related software, technical data, service, or technical assistance (individually, an “Item” and, collectively, the “Items”) are subject to local export control, economic sanctions, and customs laws, regulations, rules, and orders (individually, a “Trade Control Law”, and, collectively, “Trade Control Laws”).

Buyer agrees to comply and will ensure that its subsidiaries comply, with all applicable Trade Control Laws, and to obtain all required local authorizations, permits, or licenses at its expense. Buyer will give notice of the need to comply with the Trade Control Laws to any person or entity which it has reason to believe is obtaining an Item from Buyer with the intention of exportation.

2.5.2

Buyer shall not use, export, re-export, import, or otherwise transfer or provide any Item, or any product incorporating the Item, in contravention of any Trade Control Law or any end-user certificate provided by Buyer, including

(a) to any destination embargoed or sanctioned by the EU, where that act would be in breach of the applicable embargo or sanction, or

(b) for a prohibited end-use (such as research on or development or fabrication of chemical, biological, or nuclear weapons, unmanned air vehicles or missiles; or nuclear explosive or fuel cycle activities or unsafeguarded nuclear activity).

Buyer shall only use the Items for non-military, peaceful purposes.

Requests by Buyer for GD to provide assistance or services in connection with the integration of Items into any military end-use item must be approved in advance by GD in writing. GD is not obligated to provide such assistance or services.

2.5.3

Any Item export classification made by GD shall be for GD’s internal use only and shall not be construed as a representation or warranty regarding the proper export classification for such Item or whether an export authorization is required for the exportation of such Item.

2.5.4

Buyer agrees to provide to GD in a timely manner such information and assistance, including end-user certificates, as may be requested by GD in connection with securing any required licenses and authorizations. Any delivery schedules delineated in GD’s offer and/or Buyer’s order are calculated from the date of receipt of any requested export license(s).

In addition to any other remedy it may have, GD may suspend and/or cancel the export, delivery, installation, and/or any maintenance or repair service of any Item and otherwise be excused from performing any obligations it may have under this contract, if

(a) GD has not received all export-related documentation requested by GD, including end-user certificates,

(b) GD has not received the governmental approvals that GD deems to be required,

(c) GD believes that such activity may violate any Trade Control Laws or GD’s own compliance policies, or

(d) Buyer violates any of its obligations and commitments hereunder or any Trade Control Law.

Buyer must notify GD before providing any technical data to GD that is controlled under any Trade Control Law.

2.5.5

GD will not be liable to Buyer for any loss or expense if Buyer fails to comply with any Trade Control Law or with the provisions set forth herein. Buyer will fully indemnify GD and its representatives against any damages, costs, losses, liabilities, and/or expenses (including attorneys’ fees and expenses) arising out of Buyer’s non-compliance with section 2.5, including Buyer’s violation or alleged violation of any Trade Control Law. Section 2.5 will survive the expiration or termination of this contract.

2.6. Non-Waiver of Default and Non-performance

In the event of any default by Buyer, GD may decline to make further shipments. If GD elects to continue to make shipments, GD’s action will not be a waiver of any such default or affect GD’s legal remedies for any such default. Each shipment made under any order will be treated as a separate sale and transaction.

Notwithstanding other provisions in these Terms & Conditions regarding suspension, each party shall be entitled to suspend the performance of their obligations under the contract, where it is clear from the circumstances that the other party is not going to perform their obligations. A party suspending their performance of the contract shall notify the other party In Writing. In case of suspending the performance, either party shall be entitled to compensation for direct losses suffered. The total compensation shall not exceed the purchase price.

2.7. Miscellaneous

2.7.1  Customer reference

In consideration of the products or services granted to you under this ordering document, GD may refer to you as a customer, including your company’s logo, in sales presentations, marketing vehicles and activities.  

Contact Us

Tamppikuja 5 A 29, FI-33720, Tampere, Finland

+358 44 99 175 33

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