General Sales Conditions


  1. General 

These General Sales Conditions shall apply to all  contracts, sales agreements and arrangements, whether  written, oral or conducted online, governing sales  relationships between UPM-Kymmene Corporation,  UPM-Kymmene Seven Seas Limited and/or their  Affiliates (“UPM-Kymmene Group”) and Purchasers of  the Products ( “Agreement”). All capitalised terms  used in these General Sales Conditions and in any of  the Agreements shall have the meanings specified for  such terms in the Agreement in question or section 19  ("Definitions"). 

  1. Validity of Offers and Acceptance ofOrders 

By issuing a purchase order for the Products or  accepting an offer from the Supplier, the Purchaser  expressly agrees and accepts that these General Sales  Conditions govern the transaction and purchase  relationship of the Parties relating to theProducts. 

Any offers or quotation issued by Supplier shall be  valid for the period defined in such offer or quotation,  or if such period has not been defined, for a period of  fourteen (14) days. Any order of the Purchaser  shall become binding upon the Supplier only when  accepted in writing. The Purchaser shall not be entitled  to revoke or cancel any order after such order has  reached the Supplier, unless the Supplier has agreed in  writing to such cancellation and has received from the  Purchaser a written undertaking to pay all costs,  charges and expenses incurred in respect thereof. 

  1. Delivery and Acceptance of Products 

Applicable Incoterm® 2010 delivery term and the  mode and destination of the delivery shall be specified  in the Agreement. Unless otherwise agreed, the delivery  term for the Products shall be CIP Purchaser location  (Incoterms 2010). 

The Supplier shall use its reasonable endeavours to  deliver the Products in time in accordance with the  delivery schedule agreed in the Agreement. In case no  specific delivery time has been agreed, the Products  shall be delivered in the framework of the Supplier’s  customary delivery schedule. 

The Supplier may refuse to make deliveries, if the  Purchaser has any unpaid amounts that are due, or if the  Supplier has reason to doubt the Purchaser's ability or  readiness to pay. The Supplier expressly reserves the 

right to stop any shipment in transit for a reasonable  cause. 

Unless expressly otherwise agreed, partial deliveries and  transshipment shall be permitted. 

  1. Delay 

If a delivery is delayed solely due to the fault of the  Supplier, the Purchaser may demand that the Supplier  delivers the Products within a reasonable time period  after the Delivery Date, as agreed by the Purchaser and  the Supplier acting reasonably. 

If the delivery is not affected or, in case of customer  specific Products, the production has not been started  within two (2) weeks from the extended delivery date  agreed pursuant to the paragraph above, the Purchaser  may cancel the delivery of the delayed Products and  demand the Supplier to return to the Purchaser the  purchase price of such Products, provided that the  Products have been returned to the Supplier. 

This section sets forth the sole and exclusive remedies  for claims based upon the delay of delivery of the  Products, whether the claim is based on contract, tort,  delict or otherwise. 

  1. Packaging 

Unless otherwise agreed in the Agreement, the Supplier  shall cause the Products to be packed and marked in  accordance with the Supplier's customary methods.  Special packing or marking arrangements are subject to  a surcharge in accordance with the Supplier's customary  practice. 

  1. Transfer of Title and Risk of Loss 

The risk of loss and damage to the Products shall pass to  the Purchaser at the time of delivery pursuant to  applicable delivery term. Title and ownership to the  Products shall remain with the Supplier, to the fullest  extent permitted under applicable law, until the  Purchaser has paid the purchase price of the Products in full. The Purchaser shall give the Supplier all assistance  in taking any measures required to protect the Supplier's  title to the Products or such other right in respect of  thereof in accordance with the applicable law. 

  1. Prices, Invoicing and PaymentTerms 

The prices for the Products shall be specified in the  Agreement. 

The method and timing of invoicing and payments shall  be specified in the Agreement. In the event the Parties  have not agreed thereon or not otherwise informed by the  Seller for purchases conducted via the web shop, the 


payment shall be made in Euros and in advance prior  to the delivery. 

Payment shall be made without deduction or set off  and it shall be considered effected when it is wholly  and freely at the Supplier's disposal. 

Failure by the Purchaser to comply with the terms of  payment shall be regarded as material breach of the  Agreement. 

Any amount that is not paid in full by the due date for  payment thereof shall be subject to penalty interest as  agreed in the Agreement or, in case the Parties have not  agreed thereon, equal to the lesser of two percent (2%)  per month or the maximum interest rate permitted by  applicable law from the due date thereof until paid. 

  1. Taxes, Duties and Other Fees 

Unless otherwise agreed in the Agreement, the prices,  fees and charges do not include, and the Purchaser shall  be responsible for VAT, excise taxes, any other taxes,  withholding taxes, levies, duties, charges, assessments or  fees of any nature (including interest, penalties, related  advisory fees and additions thereto) now existing or  hereafter enacted which relate to the sale, delivery and  purchase of the Products under the Agreement or these  General Conditions. 

The purchase of Products by the Purchaser and other  transactions (including services and other goodssupply)  with UPM-Kymmene Group and any affiliated party as  well as the location of the Purchaser’s legal entities are  driven by operational businessreasons. 

  1. No Warranties, Limitation ofLiability 

The Purchaser understands and acknowledges that the  Products are provided "as is" and for research use only.  The Products are intended to be used only in research  studies in a laboratory. The Products (and/or any  derivatives tested or made using Products) may not be  used for diagnostic or therapeutic use or in humans,  foods, drugs, cosmetics or medical devices. The  Purchaser shall be liable to obtain and maintain  appropriate facilities and/or approved licenses to use and  perform testing with the Products. The Purchaser shall  ensure that all activities undertaken will be conducted by  qualified personnel and in compliance with all  applicable laws and regulations. 

The Products are not intended to be sold or delivered to  consumers and the Purchaser undertakes to comply with  the same. Without anyway limiting the abovementioned,  if the Purchaser has in the Agreement informed a more  limited use for the Product than mentioned above, the  Purchaser shall only be entitled to utilise the Products  within such use. 

Supplier disclaims any warranty, express or implied,  with respect to the Products, including without limitation  any warranty of merchantability or fitness for any  particular purpose or any warranty that the Products or  use of the Products will not infringe or violate any  Intellectual Property of any third party. Without limitation of the foregoing, the Supplier makes no  representation or warranty as to the identity, purity,  safety, or activity of the Products. 

The Supplier shall in no circumstances be liable for any  indirect, consequential, incidental or punitive damage or  loss incurred by the Purchaser in connection with the  Products or the Agreement including but not limited to  loss of profits, revenue, production or goodwill. The  Supplier’s liability is further limited to: 

  1. a) the amount equal to the purchase price of the  Products giving rise to such liability, if the  liability is arising from or relating to aProduct;  and 
  2. b) five hundred euros (EUR 500), if the liability is  not arising from or relating to aProduct. 

The Purchaser acknowledges that the breach or  threatened breach of this section 9 may result in  irreparable injury to the Supplier and that, in addition to  its other remedies, the Supplier shall be entitled to claim  specific performance and/or injunctive relief from any  court of competent jurisdiction to restrain any threatened  or continued breach of this section 9. 

  1. Indemnities and Product Liability 

To the maximum extent permitted by mandatory law, the  Purchaser assumes the risk of any damage, loss, or  expense associated with or resulting from the  Purchaser’s use, exploitation, storage, handling, return,  or disposal of the Products. 

The Purchaser will be liable for all claims for damages  against it by third parties, which may arise from the use,  exploitation, handling, storage, return or disposal of the  Products. To the maximum extent permitted by  mandatory law the Purchaser shall indemnify, defend,  and hold harmless the Supplier and its officers, directors,  employees, and agents from any loss, liability, damage,  or expense (including reasonable attorneys’ fees and  costs) from any claim that may arise from or in  connection with the Purchaser’s or its customer use or  other exploitation, handling, study, storage, return, or  disposal of the Products. 

The Supplier shall promptly notify the Purchaser of  claim, loss, or expense likely to lead to a claim for  indemnification. The Purchaser shall have the right to  manage the defense of such claim. The Purchaser may  not enter into any settlement of any such claim without  the written permission of the Supplier. The Supplier 


shall reasonably cooperate with the Purchaser in the  defense of the claim at the Purchaser’s expense. In  addition, the Supplier may hire its own counsel, at its  own expense, to monitor the defense of the claim. 

Should the Supplier reasonably consider that the claim  has or might have significant interest on the Supplier’s relevant business, the Supplier is however entitled to  manage the defense and settlement of the claim in its sole discretion. 

  1. Intellectual Property 

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.  Furthermore, in case the Purchaser applies or is granted  Intellectual Property including or referring to the  Products, UPM-Kymmene Group shall beautomatically  granted a right to utilise such Intellectual Property in its  business. 

  1. Compliance 

Purchaser warrants that it shall comply with all  applicable laws and regulations, among others  applicable trade sanction regimes and anti-money  laundering legislation as well as best industry practices  when performing its obligations under the Agreement or  these General Sales Conditions, purchasing and/or  utilizing Products from Supplier, or otherwise  conducting business with UPM-Kymmene Group. 

  1. Force Majeure 

Neither Party shall be liable for whole or partial non performance of its obligations under any Agreement if  such non-performance is caused by any event beyond the  reasonable control of the Party including, without  limitation, act (including failure to act) of any  governmental authority, wars (declared or undeclared),  trade sanctions, fire, embargo, icing of sea, flooding or  other natural disaster, strike, lock-out or other labour  dispute, shortage of raw material, disruption in the  energy supply or supply failures by the Supplier's  suppliers ("Force Majeure"). The Party invoking Force  Majeure shall inform the other Party in writing of the  Force Majeure and the expected duration of the Force  Majeure and shall use its commercially reasonable  endeavours to mitigate the adverse effects of the Force  Majeure, to overcome the effects of the Force Majeure  and to resume performance of its obligations under the  Agreement. 

  1. Confidentiality 

The Purchaser agrees to keep in confidence all  commercial, technical, financial and other information  of confidential nature (including without limitation  technical and commercial terms) received from or on  behalf of the Supplier during the term of any Agreement  

and for a period of ten (10) years thereafter. The  Purchaser shall not disclose such information to any third party or use such information for any other purpose than  the performance of its obligations under the Agreement  save for information which enters the public domain  without breach of the Purchaser. Additional terms contained in any applicable confidentiality or non disclosure agreement entered into between the Supplier  and the Purchaser shall also be applied to the exchange  of information under the Agreement. In case of conflict  between this section 14 and the respective confidentiality  agreement, this section 14 shallprevail. 

  1. Increased Costs 

Should there after the conclusion of any Agreement  occur a substantial increase in the total costs of  production or delivery due to considerable changes in  costs, including but not limited to, the cost of energy, raw  materials, freight levels and/or exchange rates, the  Supplier shall have the right to demand a renegotiation  of the price in respect of Products due for delivery by  giving notice of the same to the Purchaser and the  Supplier may cancel any undelivered part of the  contracted quantity of Products by giving a 30 days' prior  notice to the Purchaser. The prices in the Agreement are  valid for all effected shipments and/or deliveries up to a  possible notice given by the Supplier pursuant to this  section. 

  1. Data Protection 

The data necessary for contract fulfilment is recorded in  compliance with the appropriate legal requirements.  When processing an order or providing a service, data  may be transmitted to Affiliates and third parties for the  purposes of contract fulfilment and commissioned data  processing. The Purchaser acknowledges that data may  be transmitted to countries which are not members of the  European Union and which are not in accordance with  the European data protection standards. The Supplier  may also use the data collected during the business  relationship with the Purchaser to inform the Purchaser  about the Supplier's products. In case the Purchaser does  not want to receive such information, it may at any time  notify the Supplier accordingly. 

  1. Miscellaneous 

The Purchaser shall not be entitled to assign any  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 the Supplier. The Supplier  shall be entitled to assign the Agreement to its Affiliate  and its receivables under the Agreements to any third  party. 

Amendments of or changes to the Agreement or these  General Sales Conditions shall be valid only if made in  writing and signed by the duly authorised representatives 


of the Parties. 

If any term of any Agreement or these General Sales  Conditions is held invalid or unenforceable,  such 

determination shall not invalidate or render  unenforceable any other term of the Agreement or these  General Sales Conditions and the invalid term shall be  construed and interpreted as an expression of the Parties’  intent and shall be amended to reflect such intent insofar  as applicable laws permit. 

The Agreement and these General Sales Conditions  constitute the entire agreement between the Supplier and  the Purchaser with respect to the delivery and provision  of the Products and exclude and supersede prior  representations of the Parties and any general purchasing  conditions of the Purchaser or any other general or  standard trading terms which may be written on or  referred to in any order, request for quotation or other  documentation used by the Purchaser. 

  1. Governing Law and Dispute Resolution 

The Agreement and these General Sales Conditions shall  be governed by and construed in accordance with the  laws of Finland, excluding its conflict of laws principles.  The applicability of CISG is specifically excluded. 

Any disputes arising out of or relating to the Agreement  and/or these General Sales Conditions shall be finally  settled in arbitration by one arbitrator in accordance with  the rules of the arbitration institute of Finland Chamber  of Commerce. The arbitration proceedings shall be held  in Helsinki, Finland. The language of the arbitration  proceedings shall be English. Notwithstanding the  abovementioned, the Supplier is always entitled to  collect receivables from the Purchaser in courts of the  Purchaser's place of business or other courts having  jurisdiction over such collection of receivables. 

  1. Definitions 

The following capitalized terms used in these General  Sales Conditions and Agreement shall have the  following meanings: 

"Affiliate" shall mean any entity controlling, controlled  by or under common control with a Party. 

"Agreement" shall have the meaning set forth in section  1 of these General Sales Conditions. 

"Delivery Date" shall mean the date when the Products  delivered to the Purchaser pursuant to delivery term  agreed in accordance with section 3 of these General  Sale Conditions. 

"General Sales Conditions" shall mean these General  

Sales Conditions of UPM-Kymmene Group for the  Products. 

"Intellectual Property" shall mean any and all patents,  utility models, design rights, copyrights (including the right to amend, modify, develop and assign), trademarks,  trade names, inventions, trade secrets, domain names,  know-how and any other industrial or intellectual  property rights, and applicationsthereof. 

"Party" shall mean the Supplier or the Purchaser and  "Parties" shall mean the Supplier and the Purchaser. 

"Products" shall mean the GrowDex®, GrowInk™ and/  or GrowDase™ products. 

"Purchaser" shall mean the legal entity as specified in the  Agreement purchasing the Products from the Supplier. 

"Supplier" shall mean UPM-Kymmene Seven Seas  Limited, except with respect to deliveries to the US in which case the Supplier shall mean UPM-Kymmene Inc.