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SALES CONTRACT
This Sales Contract (the "Contract") is made and effective on 13th November 2024.
1. PARTIES
Seller: Fazer Confectionery Ltd., Address: Fazerintie 54, 03600 Vantaa, Finland Company Registration Number: 0202669-3
Buyer: S-Market Mikkeli, Address: Maaherrankatu 13, 50100 Mikkeli, Finland Company Registration Number: 0116323-1
Collectively referred to as "Parties".
2. DESCRIPTION OF GOODS The Seller agrees to sell, and the Buyer agrees to purchase the following goods (the "Goods"):
Name of Goods Description Quantity Unit Total
Price Price
Fazer Christmas Box Assortment of chocolate, sweets, 300 €25 €7500
and biscuit products
Karl Fazer Christmas Christmas calendar with 100 €12 €1200
Calendar chocolates
3. PRICE AND PAYMENT TERMS
(a) Price and Payment Mode The total purchase price for the Goods is €8700 (eight thousand seven hundred euros). Product delivery costs will be added to the invoice based on actual costs. VAT of 14% will be added to the invoice. Payment shall be made by invoice within 14 days after the delivery via bank transfer in EUR.
(b) Late Payment
Interest on late payment will be charged according to the Finnish Interest Act for any delays.
4. DELIVERY AND SHIPPING
(a) Delivery Terms
Delivery shall be made DAP (Delivered At Place) Maaherrankatu 13, 50100 Mikkeli, Finland INCOTERMS 2020. Product delivery costs will be added to the invoice based on actual costs.
(b) Delivery Schedule
The estimated delivery date shall be 23rd December 2024, subject to the availability of Goods. The Seller shall inform the Buyer in advance if any delays are expected.
(c) Transportation and Packaging
The Goods shall be packaged according to the Seller’s standard packaging guidelines or as agreed. The Buyer shall approve in writing and cover costs for any additional packaging requested.
5. TRANSFER OF OWNERSHIP AND RISK
(a) Transfer of Ownership
Ownership of the Goods shall transfer from the Seller to the Buyer upon delivery at the agreed location. Until the transfer of ownership, the Goods remain the property of the Seller.
(b) Risk of Loss
The risk of loss or damage to the Goods shall pass to the Buyer upon delivery at the Delivery Location.
6. WARRANTIES AND INSPECTION
(a) Commercial Warranty
The Seller warrants that the Goods will conform to their description and be free from defects in materials and workmanship for a period of six (6) months from the delivery date, in line with the Finnish Sale of Goods Act. To exercise warranty rights, the Buyer must notify the Seller of any defects within three (3) days of delivery.
(b) Inspection The Buyer shall inspect the Goods upon delivery and notify the Seller of any defects or discrepancies within three (3) days of receipt. Failure to notify the Seller within this period will be deemed acceptance of the Goods.
(c) Remedy for Defects
If the Goods are found to be defective, the Buyer may either request a replacement of the defective Goods or a refund of the purchase price. The Seller shall have the right to decide which remedy to apply.
7. FORCE MAJEURE
Neither Party shall be liable for any failure to perform their obligations due to circumstances beyond their reasonable control, including, but not limited to, natural disasters, war, labor strikes, governmental restrictions, or failure of suppliers or subcontractors.
The Party affected by the impediment shall notify the other Party within twenty-four (24) hours of the impediment occurring. Failure to provide such notice will result in liability to compensate for losses that the other Party could have avoided with timely notice.
8. LIQUIDATED DAMAGES AND BREACH
(a) Liquidated Damages for Delay
In case of delay due to material breach, the non-breaching Party may claim liquidated damages of 0.15% of the total purchase price per day. If the total reaches 2% of the purchase price without resolution, the non-breaching Party may terminate the Contract.
(b) Termination and Direct Damages
If liquidated damages reach the 2% cap, the non-breaching Party may terminate the Contract upon written notice and pursue direct damages if permitted.
9. TERMINATION (a) Termination for Convenience Either Party may terminate this Contract by providing seven (7) days' written notice to the other Party. In such cases, the Parties shall negotiate in good faith regarding the handling of any pending obligations or payments. (b) Termination for Breach Either Party may terminate this Contract immediately if the other Party materially breaches any provision of this Contract and fails to cure the breach within five (5) days of receiving written notice of the breach.
(c) Termination Due to Force Majeure
If a force majeure event (as described in Section 7) prevents the performance of substantial obligations under this Contract for more than seven (7) consecutive days, either Party may terminate the Contract with immediate effect.
(d) Effect of Termination
Upon termination, each Party shall promptly return any confidential information, and all unpaid amounts for Goods delivered prior to termination shall become due immediately. Termination shall not affect any rights or obligations that arose before the termination date.
10. DISPUTE RESOLUTION AND JURISDICTION
(a) Alternative Dispute Resolution (ADR)
The Parties agree to attempt to resolve any disputes arising under this Contract through good faith negotiation and, if necessary, through mediation or binding arbitration within thirty (30) days of the dispute arising.
(b) Jurisdiction This Contract shall be governed by and construed in accordance with the laws of Finland. Any disputes that cannot be resolved through ADR shall be submitted to the exclusive jurisdiction of the District Court of Helsinki, Finland.
11. SEVERABILITY AND ENTIRE AGREEMENT
(a) Severability If any provision of this Contract is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
(b) Entire Agreement
This Contract constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements concerning the subject matter hereof. Any amendments to this Contract must be in writing and signed by both Parties. 12. ADDITIONAL STANDARD TERMS AND CONDITIONS
(a) Language This Contract is drafted in the English language, and any translations of this Contract are for convenience only.
(b) Number of Copies
This Contract is executed in two (2) original copies, each Party receiving one (1) copy.
(c) Authority to Bind
Each Party warrants that the individuals signing this Contract below are duly authorized to bind the respective Party to the terms and conditions herein.
(d) Inurement and Assignment
This Contract is binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign or transfer its obligations under this Contract without the prior written consent of the other Party.
SIGNATURES By signing below, the Parties agree to all terms and conditions outlined in this Contract.
