General Terms and Conditions

1. SCOPE OF APPLICATION
These general terms and conditions shall apply to all deliveries of goods between Happy Orange Oy (hereinafter referred to as the seller) and the customer, unless otherwise agreed in writing between the seller and the customer.

2. DEFINITION OF AN ORDER
The terms and conditions applicable to the seller and the customer are determined by whether the order is a customized order or another type of order. In customized orders, a unique product is made for the customer based on the customer's own starting points, materials, design, or idea, and delivered only to that customer. Customized orders are subject to stricter terms and conditions, including an advance payment of 20% and a final payment of 80% of the purchase price. Customized orders are also subject to more detailed intellectual property rights and time-bound order, delivery, modification, and cancellation terms. Products do not have return rights. Orders must always be confirmed in writing electronically. Schedules are calculated from the most recent written communication. Orders are binding and cannot be canceled once production or order processing has begun, even if the product has not yet been delivered to the customer.

3. DELIVERY OF GOODS
The delivery of goods to the customer shall take place in accordance with the customer's written order or on the basis of an accepted offer. Unless otherwise stated in the offer, the offer is valid for fourteen (14) days from the date of the offer. The smallest delivery batch of a product is one sales batch. Stated delivery times for goods are estimates given by the seller to the customer and do not bind the seller or allow for the cancellation of a placed order. A change in the original agreement or accepted offer regarding the conditions, method, schedule, and/or goods for its implementation, caused by the customer, entitles the seller to make corresponding changes in delivery time and/or price related to the delivery of goods. Objections concerning delivered goods must be made within three days of receiving the goods.

4. GOODS PLEDGE
Ownership of the goods delivered by the seller to the customer transfers when the customer has paid the agreed purchase price in full to the seller.

5. PRICES
Product prices are determined by the seller's current written price lists or offers. The prices of goods are per-unit prices, freight-free at the seller's warehouse. Value-added tax (VAT) valid at the time, and other taxes and fees resulting from legislation or official measures, will be added to the prices from their effective date. The seller has the right to freely change the pricing of its products. Current other costs, such as invoicing, handling, or delivery costs, may also be added to the prices.

6. INVOICING
The customer shall make payments in accordance with the agreement based on the invoice sent by the seller by the due date indicated on it. The normal payment term is 14 days net, but the seller has the right to change the payment term on a case-by-case basis. For customized orders, the customer will be invoiced an advance payment of 20% of the total value of the order. The advance payment will be invoiced upon order confirmation. The remaining 80% will be invoiced upon delivery of the products with a payment term of 14 days net from the invoice date. Interest on late payment will be charged in accordance with the Interest Act for overdue payments after the due date.
A change in payment terms does not entitle the customer to change or cancel the order. The advance payment is also collectable 7 days after the due date. Objections regarding the invoice must be made by the invoice due date at the latest. If the customer
has complained about the invoice or made a claim for damages, the customer is obligated to pay the undisputed part of the invoice according to the payment terms of that invoice. The seller has the right to charge the customer a collection fee of 8.50 euros for each collection attempt. The seller has the right to transfer an overdue receivable to a collection agency.

7. HAPPY ORANGE OY'S LIABILITY AND LIMITATIONS OF LIABILITY
The seller's liability concerns only the quality and characteristics of the delivered goods. The seller's liability for damages in the goods is limited to the value of the relevant batch of goods. The seller is primarily entitled to remedy a defective performance with a faultless performance.

The seller is not responsible for:
-indirect and consequential damages
-damages to a third party
-damages caused by the customer during handling, transport, and/or storage of the goods
-damages caused by use of the goods contrary to instructions and/or incorrect use
-intellectual property rights, license rights, or other encumbrances, legal rights, rights of use, or unlawfulness related to materials provided by the customer, and is not a party to these matters

The seller is not responsible for obligations and liabilities based on separate agreements between the customer and third parties (e.g., external freight carrier).

7.1 Limitation of liability and batch variation terms for customized products

As products are custom-made based on models, materials, dimensions, colors, or other specifications approved by the customer, minor variations may occur between production batches.

Such minor variations may include, for example, differences in shades, colors, surface treatment, material structure, dimensions, placement of printing or engraving, packaging, or other manufacturing-related details.

Minor variations that do not materially affect the product's intended use, functionality, or general commercial appearance are not considered defects and do not entitle the customer to a price reduction, return, order cancellation, or compensation for damages.

Production is based on a sample, proof, or production material approved by the customer, and guaranteeing a completely identical end result between different production batches is not possible.

8. PROOF
When the seller sends a product sample or proof, the buyer must notify their approval with any changes within 5 days. If the buyer has not provided feedback on the product sample or proof within 5 days in writing, the buyer is deemed to have accepted the delivery of the goods as per the proof or product sample sent by the seller.

9. QUANTITY DELIVERED
When delivering goods, the seller may deviate from the ordered quantity of goods by a maximum of +/-10%. The seller shall invoice according to the delivered quantity of the order.

10. CUSTOMER'S RESPONSIBILITY
The customer is responsible for the legality of the order and the qualification of the employee who placed the order to make orders on behalf of the company. The customer is responsible for the correctness of the delivery and invoicing addresses of the goods.
The customer is responsible for incorrect orders and any resulting expenses and costs.
It is the customer's or product user's duty to familiarize themselves with the product descriptions, technical instructions, and/or safety regulations accompanying the product and to always ensure the product's suitability for the intended use.
In unclear situations, the customer must always ask the seller for clarification on the product's suitability and safety for the intended use. The customer is responsible for ensuring that they have the right to use the materials provided and that their use does not infringe on the ownership, copyright, or other intellectual property rights of any other party.
By signing the order or accepting the offer, the customer undertakes to provide any logos, information, and materials required for product markings within 21 days of the order's acceptance.
If the customer does not provide the necessary material related to the customized order as stated above, the seller may interpret the order as canceled by the customer (see section 15).

11. FORCE MAJEURE
The seller is released from obligations related to the delivery of goods and liability for damages in cases of force majeure, including strikes, lockouts, accidents, official actions, and other circumstances that the seller could not have avoided and whose consequences it could not have prevented.

12. INTELLECTUAL PROPERTY RIGHTS
All rights (ownership, copyright, and other intellectual property rights) to products sold under the brand names Happy Orange, Happy Traveler, Happy Kids, Happy Power, Happy Brands, Happy Care, Happy O Planet Eco, Hope, Happy Foods, Pure, and other product designations of products designed by Happy Orange Oy, belong to Happy Orange Oy.

13. RIGHT OF REFERENCE
The seller has the right to use the customer's name, logo, and other materials related to product markings as a reference in its own marketing, unless the customer specifically prohibits it in writing.

14. DISPUTE RESOLUTION
All disputes between the contracting parties shall be resolved in accordance with current Finnish law in the Helsinki District Court.

15. CHANGES TO PRODUCTS
The seller has the right to change the content of its products, their composition, the appearance of their packaging, and/or other product-related features. Customers will be notified of changes at the latest upon delivery of the next batch of goods.

16. OTHER TERMS
Any expiration dates on products are indicative, and their accuracy is affected by factors such as product handling, transport, storage, and other similar conditions. Any agreements that contradict these terms of sale and delivery are not binding on the seller. Otherwise, the order agreement can only be modified by a mutually and duly signed written agreement between the parties. If the customer cancels the order agreement, the customer will be charged at least 70% of the total value of the order to cover the seller's expenses incurred from the order.