General Terms and Conditions

These General Terms and Conditions (“General Terms”) apply to all services offered by Health Traders Finland Oy (“Supplier”). These General Terms supersede any general terms and conditions of the customer (“Client”). The Client accepts these General Terms by accepting the Supplier’s offer or by signing a framework agreement and/or sales contract or other agreement between the parties (“Agreement”), provided that reference is made to these General Terms in the Agreement in question. Agreement also refers to the acceptance of an Offer. By accepting the General Terms, the Client confirms that it has read them and undertakes to comply with them. However, separate written arrangements may be made regarding the performance of an individual service.

If these General Terms conflict with a Client-specific Agreement, the Client-specific Agreement shall prevail.

MANAGEMENT OF SERVICES

The parties to the Agreement are the Client and the Supplier (“Parties”). The service may be performed by an individual expert of the Supplier or by a group of experts, unless otherwise agreed. The Supplier and/or its experts may use subcontractors to perform the service. The Supplier is responsible for the work performed by subcontractors as if it were its own. The services relate primarily to the maintenance, rental, and/or sale of medical devices (“Services”). All Services offered by the Supplier are assignment-specific and are based on the information and instructions provided by the Client in question. The Client must provide the Supplier with all material information necessary for the performance of the Service and keep this information up to date.

SUPPLIER’S OBLIGATIONS

The Supplier shall perform the Service ordered by the Client with the professional skill it requires and in accordance with good practice, taking into account the jointly set objectives and acting in compliance with applicable laws and regulatory requirements.

The Supplier is responsible for communicating to the Client about the various stages of cooperation and the performance of the Service, and for notifying the Client of any changes that affect the outcome of the work included in the Service or the schedule for performing the Service.

CLIENT’S OBLIGATIONS

Before the performance of the Service begins, the Client must provide the Supplier with information on the intended use of the ordered Service and the specific professional and technical requirements set for it.

The Client must provide the Supplier with sufficient and accurate information for the implementation of the Service. The Client is responsible for the accuracy of the information provided, and the information submitted will not be verified by the Supplier. This also includes information on any changes that may affect the Service. Accordingly, the Client is itself responsible if the information it has provided has been incorrect. The Client must notify the Supplier of any changes without undue delay. The Client is responsible for the information and instructions it provides to the Supplier and for ensuring that the Supplier has the actual prerequisites to perform the Services properly, safely, and within the agreed schedule.

The Client must respond to questions raised by the Supplier within a reasonable time, and no later than within ten (10) business days of the question being submitted. This requirement applies to questions concerning the performance of the work or otherwise affecting the provision and completion of the Service. This ensures that there are no negative effects on or obstacles to the quality of the work included in the Service or the Supplier’s ability to perform the work included in the Service.

The Client is obliged to ensure the proper and professional use, storage, and basic maintenance of the devices subject to the Agreement, and that the place of use is suitable for the safe and sustainable use of the devices. The Client is obliged to fully comply with the statutory practices and standards applicable to the Client in its role as a user of medical devices. The Client is responsible for damages caused by failure to fulfil its obligations.

COMMENCEMENT AND COMPLETION OF ASSIGNMENTS

The Service commences and the agreement enters into force when the Client has accepted the cost estimate or offer and agreed with the Supplier on the commencement of the Service.

The Client undertakes to respond to a cost estimate or offer provided by the Supplier within a reasonable time from its delivery date. A reasonable time is assessed on a case-by-case basis in relation to each Service and may be specified through discussions between the Parties. As a starting point, an affirmative response must be given within seven (7) days. Notwithstanding any exceptions, a response given more than one (1) month after the delivery date of the cost estimate or offer shall never be considered a reasonable time. Unless otherwise agreed, the cost estimate and the offer concerning the Service are void if the order for the Service has not been received within 1 month of the estimate or offer being sent.

The risk of loss of the device subject to the Agreement passes to the Client when the device has been delivered into the Client’s possession or to the delivery location designated by the Client. If the delivery is delayed due to the Client or a reason on the Client’s side, the risk of loss passes to the Client at the time when delivery was originally agreed to take place.

If the Client does not submit a complaint about the Service or part of it within a reasonable time, the work included in the Service shall be deemed accepted. Work included in the Service that has not been subject to a complaint shall be deemed accepted no later than seven (7) days after receipt of the device subject to the Agreement or from the moment the Client has put the device into use, whichever occurs first. Comments submitted or requests for additional work made after the deadline are not included in the price of the Service and shall be agreed upon and invoiced separately.

GENERAL TERMS FOR MAINTENANCE SERVICES

Unless otherwise agreed, a cost estimate is drawn up for maintenance and repair services and sent to the Client for approval. The estimate is based on a visual analysis or a partially disassembled device subject to the Agreement. The repair is only carried out after a written repair order has been received. If additional defects or costs are discovered during the repair, the Supplier shall notify the Client, and repair work shall only continue after a new written repair order has been received. If the additional repair amounts to less than 10% of the original cost estimate, the additional repair shall be carried out without prior notification. A separate delivery charge is invoiced for paid repairs. An offer submitted as a repair estimate is void if the repair order has not been received within 1 month of the estimate being sent. In that case, the repair estimate is deemed rejected. If the repair proposal is not accepted, the device is returned unrepaired and possibly partially disassembled, and the applicable repair inspection fee, delivery, and handling costs are charged.

Upon request and subject to device availability, the Supplier may provide the Client with a loan device for the duration of the required maintenance and/or repair. For a device supplied for this purpose, the Client pays only the delivery costs. The Client must return the loan device no later than three (3) business days after receiving the repaired device. If the loan device is not returned within the deadline, the Supplier has the right to charge a daily rental fee for each full day until the device has been returned. The Supplier reserves this right also in situations where a loan device has been provided to the Client for the duration of maintenance and/or repair, and the repair is not carried out due to the rejection of the repair estimate. The Supplier shall compensate for any damage to the loan device that is not caused by the Client. Damage to the loan device caused by the Client and/or accessories that are not returned shall be invoiced to the Client in full.

The Supplier will endeavour to carry out the maintenance and/or repair as soon as possible. However, the Client is aware that the repair time requested by the Client or the Supplier’s repair or delivery time is not binding unless otherwise agreed in writing.

Unless otherwise agreed, delivery takes place under DAP (Delivered At Place) terms and the return of devices is carried out by an authorised freight forwarder. The Client pays any costs arising from additional requirements. Ownership of spare parts or other goods delivered outside the scope of the repair or installation remains with the Supplier until the invoice has been paid in full.

FEES AND COSTS

The fee is based on the compensation for the performance of the Service and the offer or cost estimate submitted by the Supplier. The Supplier reserves the right to change its pricing basis at any time. The Supplier invoices the Client in accordance with the separately agreed billing model. The applicable value-added tax (VAT) is added to the invoice.

If the content of the Service changes during its performance, the Supplier has the right to charge a fee for the additional work performed. In addition, the Client may reimburse the Supplier for other reasonable costs to be agreed separately. Reimbursable costs shall be agreed separately in writing.

The payment period for invoices is fourteen (14) days, unless otherwise agreed in writing with the Client. For late payments, the Supplier may charge late payment interest in accordance with the Interest Act in force at any given time.

CONFIDENTIALITY AND PERSONAL DATA PROCESSING

The Supplier shall process the Client’s information provided in connection with the Service confidentially. The Parties undertake to comply with data protection legislation in force at any given time. The Supplier’s principles regarding the processing of personal data are described in the Supplier’s Privacy Policy, which is available on the Supplier’s website.

If the Supplier processes personal data on behalf of the Client, the Parties shall agree separately in writing on the processing of personal data as necessary.

REFERENCE RIGHT

The Supplier may state on its website, in its marketing materials, or in other contexts, as well as when making offers, that it has cooperated with the Client on the Service in question. In these contexts, the Supplier may describe the Service at a general level, taking the Client’s interests into account. However, the Supplier shall never use information that has been designated as confidential, and the reference right may also be agreed differently on a client-specific basis.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in the devices, device assemblies, systems, software, and related documentation and materials covered by the Service belong to the Supplier or to a third party, such as the manufacturer or licensor. Intellectual property rights are not transferred to the Client unless expressly agreed in writing.

The Client is granted only a limited, non-exclusive, and non-transferable right to use the device subject to the Service in accordance with its intended use and any other applicable contractual and/or licence terms.

Without the prior written consent of the Supplier or other rights holder, the Client is not entitled to:

• modify, copy, distribute, or otherwise exploit the subject of the Service;
• change the intended use of the medical device or use it contrary to the manufacturer’s instructions.

Materials provided by the Parties to each other remain the property of the party that provided them.

The Supplier’s liability for intellectual property infringements is limited to situations where the infringement is based on the Service provided by the Supplier, to the extent that it relates to the Supplier’s own actions. The Supplier bears no liability for infringements resulting from third-party products, modifications made by the Client, or use of the subject of the Service contrary to the agreement.

The Supplier’s liability relating to intellectual property rights is limited to what is expressly agreed in this section.

DEFECT IN THE SERVICE OR PART THEREOF

The Client must promptly notify the Supplier in writing of any deficiencies and/or defects in the Service or the device subject to the Agreement. The Client must return the defective device to the Supplier in accordance with the Supplier’s instructions. The Supplier shall pay the costs of the return, or they shall be collected by the authorised freight forwarder. In the event of a defect, the warranty period of the device is extended by the period during which the device was unusable. This does not affect the seller’s liability for defects. The Supplier is obliged to handle claims arising from transport damage against the freight forwarder. The warranty is agreed in more detail in writing through a Client-specific Agreement. The Supplier shall remedy the defect or deficiency primarily by repairing the device subject to the Agreement or by replacing the defective part.

Unless otherwise agreed regarding the warranty, a three (3)-month warranty is granted on serviced devices, replaced spare parts, and refurbished or replacement devices. For serviced devices and replaced spare parts, the warranty period begins upon completion of the service, and for refurbished or replacement devices, from the date of delivery. The warranty covers defects resulting from work, delivery, or spare parts provided by the Supplier. The warranty does not cover defects or damage resulting from incorrect or instruction-non-compliant use of the device, external factors (such as mechanical damage, impact, or liquid damage), normal wear and tear, or actions taken by the Client or a third party without the Supplier’s approval.

Unless otherwise agreed in writing, used devices are delivered in the condition they are in at the time of delivery.

LIMITATION OF LIABILITY AND DAMAGE NOTIFICATION

The Supplier shall not be liable for indirect damages incurred by the Client. The Supplier’s total liability is limited to the amount paid for the relevant Service, unless otherwise required by mandatory legislation.

The Supplier is not liable for Services performed on the basis of incomplete information and instructions. The Supplier is liable for the Services it has performed only to the extent that they are based on accurate information provided and updated in advance by the Client. The Supplier is not liable if the Client uses the device that was the subject of the Service after its completion in a manner contrary to the Client-specific Agreement or these General Terms.

The Supplier is not liable for damages caused to third parties or for damages caused by third parties. The Supplier is also not liable for the operation of devices, components, or systems manufactured by third parties, or for defects or deficiencies therein.

To the extent that liability is related to the Client’s activities, including but not limited to the use of the device subject to the Service, the lawfulness of its intended use, the lawfulness of procurement procedures, or other activities within the Client’s responsibility, the Supplier is not liable for damages, consequences, or omissions resulting from such Client activities or breaches of obligations.

The Supplier is not liable for damage if no written complaint has been submitted to the Supplier within one (1) month of when the Client knew or should have known of the grounds for the claim, or when the Service was performed. The one (1)-month period is calculated from the earlier date.

In the event of force majeure, the Parties have the right to delay, restrict, or completely suspend the fulfilment of their obligations under the Agreement. A force majeure event is an unexpected event that the Party could not have anticipated when entering into the Agreement, whose occurrence or effects the Party could not have prevented or avoided despite reasonable diligence, and which makes performance under the Agreement impossible or significantly more difficult or economically or otherwise unreasonable. Force majeure events include, for example, war, internal unrest, sabotage, explosion, fire, strike, action by an authority, or another equally significant and unusual cause. A Party must notify the other Party without delay of the occurrence of a force majeure event, as well as its cessation.

CONFIDENTIALITY

The Parties undertake to keep confidential all confidential information they receive from the other Party or otherwise become aware of in connection with the Service.

Confidential information includes, among other things, technical information, device-related information, pricing, customer data, and other business information that is not publicly available.

The Parties undertake to use confidential information solely for the purpose of fulfilling the obligations under the Agreement concerning the Service, and the information may not be disclosed to third parties without the prior consent of the other Party.

The confidentiality obligation does not apply to information that is publicly available without breaching the Agreement between the Parties, or that the Party has lawfully received from a third party without a confidentiality obligation.

Confidentiality obligations remain in force after the termination of the Agreement between the Parties, until the information can no longer be considered confidential in the manner described above.

ASSIGNMENT OF AGREEMENT

The Client does not have the right to transfer its rights or obligations related to the Service to third parties without the prior written consent of the Supplier.

APPLICABLE LAW AND DISPUTE RESOLUTION

Finnish law applies to all our agreements, including these General Terms.

Disputes concerning the Agreement shall primarily be resolved through negotiations between the Parties. The Parties undertake to commence negotiations without delay and to seek a resolution within fourteen (14) days of one Party notifying the other in writing of a dispute.

If no resolution is reached within the aforementioned period, the matter shall be resolved in the district court of the Supplier’s domicile.

AMENDMENTS

These General Terms may be amended and updated. The General Terms in force at the time the Client accepts the commencement of the Service shall apply to the Client’s Service.