General Terms and Conditions
1. SCOPE OF APPLICATION
These general terms and conditions are observed in all deliveries of goods between Happy Orange Oy (hereinafter the seller) and the customer, unless otherwise agreed in writing between the seller and the customer.
2. ORDER DEFINITION
The conditions concerning the seller and the customer are determined according to whether it is a customized order for the customer or another order. In customization orders, a unique product is made for the customer based on the customer's own starting point, material, design or idea and only to be delivered to the customer. The conditions for the customization order are stricter and apply to an advance payment of 20% and a final payment of 80% of the purchase amount. Customization orders are also subject to more detailed intellectual property rights and time-bound order, delivery, change and cancellation conditions. Custom products do not have return rights. Orders must always be confirmed in writing electronically. Timetables are calculated from the most recent written communication.
3. DELIVERY OF GOODS
The goods are delivered to the customer in accordance with the customer's written order or on the basis of an accepted offer. If nothing else is mentioned in the offer, the offer is valid for fourteen (14) days from the date of the offer. The smallest product delivery batch is one sales batch. The stated delivery times of the goods are estimates given by the seller to the customer, and do not bind the seller or the possible cancellation of the order. A change in the conditions, method, schedule and/or goods in the original contract or accepted offer due to the customer entitles the seller to make corresponding changes in the delivery time and/or price related to the delivery of the goods. Reminders regarding delivered goods must be made no later than three days after receiving the goods.
4. PLEDGE OF GOODS
Ownership of the goods delivered by the seller to the customer is transferred when the customer has fully paid the agreed purchase price to the seller.
5. PRICES
The prices of the products are determined based on the written price lists or offers provided by the seller at any given time. The prices of the goods are the unit prices of the product free of freight in the seller's warehouse. The prices are subject to the applicable value added tax and taxes and fees arising from other legislation or official measures from the moment they come into force. The seller has the right to freely change the pricing of his products. Other costs valid at any given time can also be added to the prices, such as invoicing, processing or delivery costs.
6. INVOICING
The customer makes the payments according to the contract by the due date indicated on the invoice sent by the seller. The payment term is normally 14 days net, but the seller has the right to change the payment term on a case-by-case basis. In a customization order, the customer is invoiced as an advance payment of 20% of the total value of the order. The advance payment is invoiced when the order is confirmed. The remaining 80% will be invoiced upon delivery of the products with a payment term of 14 net days from the date of the invoice. Late payment after the due date will be charged with late payment interest according to the Interest Act.
A change in the payment terms does not entitle the customer to change or cancel the order. Advance payment is also recoverable within 7 days. after the due date. Invoice reminders must be made no later than the due date of the invoice. If the customer
has complained about the invoice or made a claim for damages, the customer is obliged to pay the undisputed part of the invoice according to the payment terms of the above invoice. The seller has the right to charge a collection fee of 8.50 euros as collection costs from the customer for each collection occasion. The seller has the right to transfer the overdue receivable to a collection agency.
7. HAPPY ORANGE OY'S LIABILITY AND LIABILITY LIMITATIONS
The seller's responsibility only concerns the quality of the delivered goods and their characteristics. The seller's liability for damages for damages to the goods is limited to the value of the aforementioned goods lot. The seller is primarily entitled to replace faulty performance with flawless performance.
The seller does not answer:
-indirect and indirect damages
-damages to a third party
-damages caused by the customer during the handling, transport and/or storage of the goods
-damages that have been caused by using the goods contrary to the instructions and/or incorrectly
- about the intellectual property rights, license rights or other encumbrance, legal right, right of use or illegality related to the materials provided by the customer, and is not an obligated party in these
The seller is not responsible for obligations and responsibilities based on separate agreements between the customer and third parties (e.g. an external freight forwarder).
8. COPYRIGHT
When the seller sends a product sample or a copy, the buyer must notify the buyer of the acceptance with possible changes within 5 days. If the buyer has not given feedback on the product sample or the product sample within 5 days in writing, the buyer is considered to have accepted the delivery of the goods in accordance with the product sample or the product sample sent by the seller.
9. QUANTITY DELIVERED
When the seller delivers the goods, the seller may deviate from the ordered quantity of goods, but not more than +/- 10%. The seller invoices the order according to delivery.
10. RESPONSIBILITY OF THE CUSTOMER
The customer is responsible for the legality of the order and the eligibility of the employee who placed the order to place orders on behalf of the company. The customer is responsible for the correctness of the delivery and billing addresses of the goods.
The customer is responsible for the incorrect order and the resulting costs and expenses.
It is the duty of the customer or the user of the product to familiarize themselves with the product descriptions, technical instructions and/or safety regulations that come with the product, and to always make sure that the product is suitable for the intended use.
In unclear situations, the customer should always ask the seller for an explanation of the product's suitability and safety of use for the purpose of use. The customer answers that he has the right to use the materials he has supplied, and that their use does not violate the ownership, copyright or other intellectual property rights of any other party.
By signing the order or accepting the offer, the customer undertakes to deliver any logos, information and materials required for branding within 21 days of accepting the order.
If the customer does not deliver the necessary material related to the customization order in accordance with the above, the seller may interpret the order as canceled by the customer (see section 15).
11. FORCE MAJEURE
The seller is released from compliance with the obligations related to the delivery of the goods and from the obligation to compensate damages in cases of force majeure, which include e.g. strike, lockout, accidents, measures taken by the authorities and other circumstances which the seller could not avoid and the consequences of which it could not prevent.
12. INTELLECTUAL PROPERTY RIGHTS
All rights (ownership, copyright and other intellectual property rights) to Happy Orange, Happy Traveler, Happy Kids, Happy Power, Happy Brands, Happy Care, Happy O Planet Eco, Hope, products sold under the brand names and other Happy Orange Oy to the product names of the products designed by the company are Happy Orange Oy.
13. RIGHT OF REFERENCE
The seller has the right to use the customer's name, logo and other material related to product markings as a reference in his own marketing, unless the customer specifically forbids it in writing.
14. RESOLUTION OF DISPUTES
All disagreements between the parties to the contract will be resolved in accordance with current Finnish legislation in the District Court of Helsinki.
15. CHANGES TO THE PRODUCTS
The seller has the right to change the content of his products, their composition, the appearance of the packaging and/or other properties related to the product. Changes will be notified to the customer at the latest when the next batch of goods is delivered.
16. OTHER TERMS
The possible expiration dates on the products are indicative and their validity is affected by e.g. product handling, transport, storage and other similar conditions. Any agreements that conflict with these terms and conditions of sale and delivery are not binding on the seller. Otherwise
the order agreement can only be changed by mutual written agreement duly signed by the parties. When the customer cancels the order contract, the customer is charged at least 70% of the total value of the order to cover the costs incurred by the seller from the order.
These general terms and conditions are observed in all deliveries of goods between Happy Orange Oy (hereinafter the seller) and the customer, unless otherwise agreed in writing between the seller and the customer.
2. ORDER DEFINITION
The conditions concerning the seller and the customer are determined according to whether it is a customized order for the customer or another order. In customization orders, a unique product is made for the customer based on the customer's own starting point, material, design or idea and only to be delivered to the customer. The conditions for the customization order are stricter and apply to an advance payment of 20% and a final payment of 80% of the purchase amount. Customization orders are also subject to more detailed intellectual property rights and time-bound order, delivery, change and cancellation conditions. Custom products do not have return rights. Orders must always be confirmed in writing electronically. Timetables are calculated from the most recent written communication.
3. DELIVERY OF GOODS
The goods are delivered to the customer in accordance with the customer's written order or on the basis of an accepted offer. If nothing else is mentioned in the offer, the offer is valid for fourteen (14) days from the date of the offer. The smallest product delivery batch is one sales batch. The stated delivery times of the goods are estimates given by the seller to the customer, and do not bind the seller or the possible cancellation of the order. A change in the conditions, method, schedule and/or goods in the original contract or accepted offer due to the customer entitles the seller to make corresponding changes in the delivery time and/or price related to the delivery of the goods. Reminders regarding delivered goods must be made no later than three days after receiving the goods.
4. PLEDGE OF GOODS
Ownership of the goods delivered by the seller to the customer is transferred when the customer has fully paid the agreed purchase price to the seller.
5. PRICES
The prices of the products are determined based on the written price lists or offers provided by the seller at any given time. The prices of the goods are the unit prices of the product free of freight in the seller's warehouse. The prices are subject to the applicable value added tax and taxes and fees arising from other legislation or official measures from the moment they come into force. The seller has the right to freely change the pricing of his products. Other costs valid at any given time can also be added to the prices, such as invoicing, processing or delivery costs.
6. INVOICING
The customer makes the payments according to the contract by the due date indicated on the invoice sent by the seller. The payment term is normally 14 days net, but the seller has the right to change the payment term on a case-by-case basis. In a customization order, the customer is invoiced as an advance payment of 20% of the total value of the order. The advance payment is invoiced when the order is confirmed. The remaining 80% will be invoiced upon delivery of the products with a payment term of 14 net days from the date of the invoice. Late payment after the due date will be charged with late payment interest according to the Interest Act.
A change in the payment terms does not entitle the customer to change or cancel the order. Advance payment is also recoverable within 7 days. after the due date. Invoice reminders must be made no later than the due date of the invoice. If the customer
has complained about the invoice or made a claim for damages, the customer is obliged to pay the undisputed part of the invoice according to the payment terms of the above invoice. The seller has the right to charge a collection fee of 8.50 euros as collection costs from the customer for each collection occasion. The seller has the right to transfer the overdue receivable to a collection agency.
7. HAPPY ORANGE OY'S LIABILITY AND LIABILITY LIMITATIONS
The seller's responsibility only concerns the quality of the delivered goods and their characteristics. The seller's liability for damages for damages to the goods is limited to the value of the aforementioned goods lot. The seller is primarily entitled to replace faulty performance with flawless performance.
The seller does not answer:
-indirect and indirect damages
-damages to a third party
-damages caused by the customer during the handling, transport and/or storage of the goods
-damages that have been caused by using the goods contrary to the instructions and/or incorrectly
- about the intellectual property rights, license rights or other encumbrance, legal right, right of use or illegality related to the materials provided by the customer, and is not an obligated party in these
The seller is not responsible for obligations and responsibilities based on separate agreements between the customer and third parties (e.g. an external freight forwarder).
8. COPYRIGHT
When the seller sends a product sample or a copy, the buyer must notify the buyer of the acceptance with possible changes within 5 days. If the buyer has not given feedback on the product sample or the product sample within 5 days in writing, the buyer is considered to have accepted the delivery of the goods in accordance with the product sample or the product sample sent by the seller.
9. QUANTITY DELIVERED
When the seller delivers the goods, the seller may deviate from the ordered quantity of goods, but not more than +/- 10%. The seller invoices the order according to delivery.
10. RESPONSIBILITY OF THE CUSTOMER
The customer is responsible for the legality of the order and the eligibility of the employee who placed the order to place orders on behalf of the company. The customer is responsible for the correctness of the delivery and billing addresses of the goods.
The customer is responsible for the incorrect order and the resulting costs and expenses.
It is the duty of the customer or the user of the product to familiarize themselves with the product descriptions, technical instructions and/or safety regulations that come with the product, and to always make sure that the product is suitable for the intended use.
In unclear situations, the customer should always ask the seller for an explanation of the product's suitability and safety of use for the purpose of use. The customer answers that he has the right to use the materials he has supplied, and that their use does not violate the ownership, copyright or other intellectual property rights of any other party.
By signing the order or accepting the offer, the customer undertakes to deliver any logos, information and materials required for branding within 21 days of accepting the order.
If the customer does not deliver the necessary material related to the customization order in accordance with the above, the seller may interpret the order as canceled by the customer (see section 15).
11. FORCE MAJEURE
The seller is released from compliance with the obligations related to the delivery of the goods and from the obligation to compensate damages in cases of force majeure, which include e.g. strike, lockout, accidents, measures taken by the authorities and other circumstances which the seller could not avoid and the consequences of which it could not prevent.
12. INTELLECTUAL PROPERTY RIGHTS
All rights (ownership, copyright and other intellectual property rights) to Happy Orange, Happy Traveler, Happy Kids, Happy Power, Happy Brands, Happy Care, Happy O Planet Eco, Hope, products sold under the brand names and other Happy Orange Oy to the product names of the products designed by the company are Happy Orange Oy.
13. RIGHT OF REFERENCE
The seller has the right to use the customer's name, logo and other material related to product markings as a reference in his own marketing, unless the customer specifically forbids it in writing.
14. RESOLUTION OF DISPUTES
All disagreements between the parties to the contract will be resolved in accordance with current Finnish legislation in the District Court of Helsinki.
15. CHANGES TO THE PRODUCTS
The seller has the right to change the content of his products, their composition, the appearance of the packaging and/or other properties related to the product. Changes will be notified to the customer at the latest when the next batch of goods is delivered.
16. OTHER TERMS
The possible expiration dates on the products are indicative and their validity is affected by e.g. product handling, transport, storage and other similar conditions. Any agreements that conflict with these terms and conditions of sale and delivery are not binding on the seller. Otherwise
the order agreement can only be changed by mutual written agreement duly signed by the parties. When the customer cancels the order contract, the customer is charged at least 70% of the total value of the order to cover the costs incurred by the seller from the order.