GC 2024

v.2, 26.3.2024

General Terms and Conditions of Supply

place of business of the Supplier.
1. General
4.2 The Customer shall, at the latest when placing the order,
1.1 Except to the extent otherwise agreed in writing, these provide the Supplier with the standards and regulations
general terms and conditions of sale (“General Terms”) shall, applicable to the execution of the supplies and services, to
to the exclusion of any other general terms and conditions, the operation of the plant as well as to the health and safety of
apply to all contracts regarding the sale of products personnel.
(“Products”) by a company in the Maillefer Group to a
Customer purchasing Products (“Customer”). For the purposes 4.3 If, by reason of any change in such laws and regulations
of these General Terms, the following definitions shall apply: occurring after the conclusion of the contract, the cost for
the performance of the contract increases, the Contract
1.2 (i) “Supplier” shall mean an entity that sells the Products to Price shall be increased accordingly. In case the changes affect
the Customer, whether Maillefer Extrusion Oy or Maillefer the delivery schedule or other terms of the contract, such
SA, as the case may be. terms of the contract shall be adjusted accordingly
(ii) “Parties” shall mean collectively Supplier and the
Customer and “Party” shall mean Supplier or the Customer, as
the context indicates.
5. Prices
5.1 Unless otherwise agreed upon all prices shown in price
(iii) “Trade Regulations” shall mean any sanctions and export lists and catalogues shall be understood as unpacked at
control laws, regulations or resolutions adopted by the Security Supplier´s factory. Packing charges, freight charges and
Council of the United Nations, the European Union, the United insurance premiums shall be borne by the responsible
States, Canada, Switzerland, and the Republic of Finland, and Party according to the applicable delivery term
as well as any other sanctions or export control laws and (Incoterms 2020). Any and all additional charges, such
regulations which may be applicable to activities undertaken as, but not limited to, fees for export, transit, import
pursuant to the Contract. and other permits, as well as certifications, shall be
(iv) “Sanctioned Person” shall mean (i) any person or entity borne by the Customer.
designated as subject to sanctions or other restrictions under 5.2 The Customer shall bear any and all taxes, fees,
any Trade Regulations, (ii) any person or entity that, under the levies, custom duties and the like which are levied out
relevant Trade Regulations, must be considered sanctioned of or in connection with the contract, or shall refund
without being so designated, such as entities directly or them to the Supplier against adequate evidence in case
indirectly at least 50% owned by one or more designated persons the Supplier has already paid them.
or entities as well as entities effectively controlled by one or
more designated persons or entities, and (iii) any person or 5.3 The Supplier reserves the rightto adjust the pricesin case:
entity acting for, or on behalf or at the direction of, a person or − the delivery time has been subsequently extended
entity described in (i) or (ii). due to any reason stated in clause 8.2, or
1.3 Supplier’s acceptance of the Customer’s order is conditional on − the nature or the scope of the agreed supplies or
the Customer’s assent to these General Terms. Customer’s services has changed, or
order without an objection to these General Terms shall − the material or the execution has undergone
constitute such assent. changes because any documents furnished by the
1.4 All amendments to General Terms, appendices and legally Customer were not in conformity with the actual
relevant documents must be in writing and signed by both circumstances or were incomplete, or
Parties in order to be valid and binding. − the currency used in the quotation has drifted by
more than 2% towards Supplier’s local currency
between the time order was placed and effective
2. Scope of supplies date (see clause 8.1).
2.1 The supplies are exhaustively specified in the offer and in − the euro area annual inflation rate exceeds 3 %,
the appendices thereto. The Supplier shall be entitled to involving a cost increase to the Supplier, as may
make such changes which lead to improvements in validated based on Eurostat statistics.
manufacturing process, in design or in performance, provided − the price of installation-related services is raised by
that such changes do not increase the price. a third party engaged by Supplier for such services.

3. Confidentiality and Intellectual Property Rights 6. Terms of payment

6.1 Payment shall be made by the Customer at Supplier’s
3.1 Each party to the contract retains all rights to technical and
domicile without any deduction for cash discount,
commercial documents and information provided to the other.
expenses, taxes, levies, fees, duties and the like.
The party receiving such documents and information
Payments shall be made in Euro, unless otherwise
recognizes these rights and shall not, without previous written
quoted. The Customer shall bear all costs related to
consent of the other party, make these documents available to
payments.
any third party, either in whole or in part, nor use them for
purposes other than those for which they were handed over. 6.2 If the payments are delayed compared to the payment terms
The confidentiality obligation shall survive the termination of
the contract.

4. Regulations in force in the country of destination

and safety devices
4.1 Unless otherwise agreed upon, the supplies and services
shall comply with those standards and regulations at the
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 stipulated, the delivery may be extended and Supplier any contract with the Supplier;
shall inform the Customer of the new delivery date. d) if the C ustomer delays t h e opening o f t h e acceptable
confirmed Letter of Credit in favor of the Supplier.
6.3 Payment shall be considered made when the total Contract
Price is wholly and freely at the Supplier's disposal. 8.3 The Customer shall be entitled to claim liquidated
6.4 The dates of payment shall also be followed if transport, damages as its sole and exclusive remedy for delayed
delivery, erection, commissioning or taking over of the supplies delivery in so far as the Customer has proven that the
is delayed or prevented due to reasons beyond Supplier’s delay has been caused through the fault of the Supplier
control, or if post-delivery work is to be carried out without and that the Customer has suffered loss as a result of such
the supplies being prevented from use. delay. The amount of liquidated damages is 0.5% per week of
the part of the purchase price covering the portion of the
6.5 If a payment has not been made or securities are not provided supplies which, d u e to the delay, cannot be put to the
in accordance with the terms of the contract, the Supplier shall intended use. The liquidated damages shall be calculated
be entitled to adhere to or to terminate the contract, and shall for each complete week of delay after a two- week grace
in both cases be entitled to claim damages. If the Supplier period commencing on the due date of delivery. The total
chooses to adhere to the contract, he may postpone the amount of liquidated damages shall not exceed 5.0% of the
fulfillment of his own obligations until such payment is made part of the purchase price covering the portion of the
or such securities are provided. The Supplier shall be entitled supplies which cannot be put to the intended use
to terminate the contract, if the Customer becomes insolvent, consequently to the delay.
bankrupt, enters into liquidation or reorganization or a threat
thereof is evident. In such case the Supplier is entitled to be If the Customer finds that he will be unable to accept the
paid for the value of the equipment fabricated and work delivery of the supplies on the due date, or if delay on his
completed to such date, pursuant to the Contract part seems likely, he should at the latest 14 days before the
agreed delivery date inform the Supplier in writing, stating
6.6 If the Customer delays in the agreed terms of payment, he the reason for the delay and the date on which it is expected
shall be liable, without reminder, for interest with the effect that delivery of the supplies can take place. If the Customer
from the date on which the payment was due, such interest fails to accept the delivery of the supplies on the due date,
to exceed the EURIBOR (Euro Interbank Offered Rate) for 12 he shall nevertheless make any payment conditional on
months by 8% p.a. delivery as if the supplies had been delivered. The
Supplier shall arrange the storage of the supplies at the risk
7. Reservation of title and expense of the Customer. The Customer shall amend
7.1 The Supplier shall remain the owner of all supplies until the Letter of Credit accordingly. If required by the
having received the full payment in accordance with the Customer, the Supplier shall insure the supplies at the
contract. Final software licenses, if any, shall be provided to expense of the Customer.
Customer at the same time as the title of the goods. 8.4 Unless the failure of the Customer is due to a Force Majeure
7.2 The Customer shall cooperate in any measures necessary for event, the Supplier may require the Customer by notice in
the protection of Supplier’s title. In particular upon entering writing to accept the delivery of the supplies. If the
into the contract the Customer authorizes the Supplier to Customer fails to do so within 30 days, the Supplier shall
enter or notify the reservation of title in the required form in be entitled to terminate the contract in respect of such
public registers, books or similar records, all in accordance portion of the supplies which could not be delivered to
with relevant national laws, and to fulfill all corresponding Customer and to recover from the Customer any loss
formalities, at Customer’s cost. suffered by reason of the Customer’s failure to accept
delivery. The maximum loss recoverable shall not exceed
that part of the purchase price which is attributable to
8. Delivery such portion of the supplies.
8.1 Delivery time is counted from the latest of the following 8.5 Regardless of what might otherwise follow from these
occurrences: (i) receipt of the advance payment; (ii) opening General Terms, either party shall be entitled to terminate
of the Letter of Credit acceptable to the Supplier; the contract if performance of the contract is impeded for
(iii) Customer’s approval of the Technical specification of more than six months by reason of Force Majeure.
the Equipment; or iv) when the Supplier receives notice of Termination shall be given by written notice at least two
the issue of a valid import license, where such is necessary weeks in advance. Unless performance is resumed during
for the execution of the contract. The delivery time shall this period, termination will be effective at the end of the
be deemed to be observed if the Supplier has sent a notice two-week period. In such case the Supplier is entitled to be
to the Customer 14 days before the delivery date informing paid for the value of the equipment fabricated and work
that the supplies are ready for dispatch. The delivery time will completed to such date, pursuant to the Contract.
be extended:
8.6 If the contract is terminated by the Customer and the
a) if the information required by the Supplier for parties cannot agree on the division of the expenses
performance of the contract is not received in time, or incurred in respect of the contract, the Supplier shall be
if the Customer subsequently changes it thereby causing entitled to a lump sum indemnity of 10% of the contract
a delay in the delivery of supplies; price.
b) if hindrances occur which the Supplier cannot prevent
despite using the required care, regardless of whether 9. Passing of risk
they affect the Supplier or the Customer or a third party,
such as Supplier’s sub-contractor. Such circumstances 9.1 The risk of damage to and loss of the supplies shall pass to
include, but shall not be limited to epidemics, the Customer according to the agreed delivery term under
pandemics, mobilization, war, revolution, terrorism, INCOTERMS 2020.
piracy, serious breakdown in the works, accidents, labor 9.2 If dispatch is delayed at the request of the Customer or
conflicts, official actions or omissions by any state due to reasons beyond Supplier’s control, the risk shall pass
authorities or public bodies, trade embargos or export to the Customer at the time originally foreseen for the
control and sanctions regulations, natural catastrophes, dispatch. From this moment on, the supplies shall be stored
lack of or a reduced availability of energy sources (e.g. and insured on the account and at the risk of the Customer.
gas, electricity),interruption of data transfer or delays in
deliveries by subcontractors (“Force Majeure”);
10. Forwarding, transport and insurance
c) if the Customer or a third party is behind schedule
10.1 The Supplier shall be notified of special requirements
with work he has to execute, or with the performance regarding forwarding, transport and insurance at the latest
of his contractual obligations;
30 days before the agreed delivery date. Objections
8.2 if the Customer is in delay in making any payment, or regarding forwarding or transport shall upon receipt of the
otherwise fails to observe the terms of payment, under
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 supplies or of the shipping documents be submitted or, if the Supplier undertakes the erection, upon
within 48 hours by the Customer to the last carrier. completion thereof. If dispatch or taking-over or erection are
delayed due to reasons beyond the Supplier’s control, the
warranty period shall end not later than 18 months after
11. Inspection and taking-over of the goods Supplier’s notification that the supplies are ready for
11.1 As far as being normal practice, the Supplier shall inspect dispatch.
the goods before dispatch. If the Customer requests testing, For replaced or repaired parts the warranty period recurs
this has to be agreed upon and paid for by the Customer. and lasts 6 months after the replacement or completion of
11.2 The Customer may inspect the goods, at the latest one week the repair, but shall in no case be longer than the period
before the agreed delivery date, and shall immediately notify being double to the warranty period applicable according to
the Supplier in writing of any deficiencies. the precedingparagraph.
11.3 Having been notified of the deficiencies according to Clause The warranty expires prematurely if the Customer or a third
11.2 the Supplier shall as soon as possible remedy them and party undertakes inappropriate modifications or repairs. If
the Customer shall give the Supplier the possibility of doing the Customer, in case of a defect, does not take
so. After remedy of such deficiencies, a new inspection or immediately appropriate steps to mitigate the damage or
taking-over test according to Clause 11.4 will be carried out does not give to the Supplier the possibility of remedying
at the request of the Customer or of the Supplier. If such defect, the Supplier’s Iiability shall be reduced
applicable, t h e Customer shall amend the Letter of Credit accordingly
accordingly. 12.2 Liability for defects in material, design and workmanship
11.4 Subject to Clause 11.3, the taking-over test shall be Upon written request of the Customer, the Supplier
organized as follows: undertakes at its choice to repair or replace, within a
− The Supplier shall inform the Customer the time of the reasonable time, parts of the supplies which, before the
execution of the taking-over test at least 2 weeks before expiry of the warranty period, are proven to be defective
the planned testing; due to bad material, faulty design or poor workmanship.
− A taking-over report shall be prepared and signed by the Replaced parts shall become the Supplier’s property. The
Supplier shall bear the costs of remedying the defective
Parties. Deficiencies, if any, shall be specified in the
parts in its works. If the repair cannot be carried out in
report.
t h e Supplier’s works, the Customer shall bear the related
− In case of insignificant deficiencies, in particular those
costs to the extent exceeding the customary costs of
which do not substantially hinder the efficient functioning
transport, personnel, travelling, living, dismantling and
of the supplies and services, the Customer shall not be
reassembly of the defective parts.
entitled to refuse the acceptance of the supplies and
the signature of the taking-over report. The Supplier 12.3 Liability for express warranties
shall remedy such deficiencies without delay. Express warranties are only those which have been expressly
− In case of major deviations, the Customer shall give the specified in the order acknowledgement or in the
Supplier the possibility of remedying these within a specifications. An express warranty is valid until the expiry
reasonable time. Thereafter, if the Customer so requires, of the warranty period. If a taking over test has been agreed
a further test shall be carried out. In case a test run is upon, the warranty shall be deemed to have been fulfilled
unsuccessful, the Supplier shall be allowed three (3) as soon as the test results prove the relevant quality or
repetitions of the test. If Customer does not allocate capacity.
needed time for the test runs within a period of six (6)
months, the supplies and services shall be deemed to If the express warranties are not, or are only partially,
be accepted by the Customer. achieved, the Customer may require the Supplier to carry
out the improvements. The Customer shall give the Supplier
If after these further tests major deviations from the contract the required time and possibility of doing so.
or serious deficiencies appear again, the Customer shall be If such improvements fail completely or in part, the
entitled to claim either a price reduction, or other Customer may claim such compensation as has been agreed
compensation from the Supplier, provided t h a t it has been upon before for such case, or, if such an agreement has
agreed upon. not been made, a reasonable reduction of price, provided
that it has been agreed upon.
11.5 Taking-over shall also be deemed completed 12.4 Exclusions from the liability for defects
− if the taking-over test cannot be carried out on the Excluded from Supplier’s warranty and liability for defects
date provided for due to reasons beyond Supplier’s are all deficiencies which cannot be proven to have their
control; origin in bad material, faulty design or poor workmanship,
− if the Customer refuses the acceptance without being e.g. those resulting from normal wear, improper
entitled to do so; maintenance, failure to observe the operating instructions,
− as soon as the Customer uses part or whole of the excessive loading, use of any unsuitable material, influence of
supplies in production. chemical or electrolytic action, building or erection work not
− A partial acceptance and taking-over is deemed to undertaken by the Supplier, or resulting from other reasons
have taken place when any of the test cables have beyond Supplier’s control.
been produced successfully upon which the Customer
shall pay a proportional part of the payment against 12.5 Supplies and services of subcontractors
acceptance. For supplies and services of subcontractors requested by
the Customer, the Supplier assumes warranty and liability
11.6 Deficiencies of any kind in goods shall not entitle the for defects only to the extent of such sub- contractor’s
Customer to any rights and claims other than those warranty and liability obligations.
expressly stipulated in Clause 11.4 and 12.
12.6 Liability for additional obligations
12. Warranty and Liability for defects The Supplier is only liable in case of unlawful intent or gross
negligence as far as claims arising out of faulty advice and
12.1 Warranty period
the like or out of breach of any additional obligations are
The warranty period shall be 12 months. If the supplies are concerned.
used more intensively than agreed, or than may be considered
to have been foreseen in the contract, the warranty period 13. Exclusion of further liability
shall be reduced accordingly. Warranty period begins when 13.1 Any rights and claims on the part of the Customer other than
the supplies are dispatched or at the taking-over of the those expressly stipulated in these general conditions of supply
goods if such taking-over has been agreed upon before, are excluded, irrespective on what ground they are based; this
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 in particular refers to claims for damages, reduction of price or identification or dissemination of chemical, biological or
termination of the contract unless expressly stipulated therein. nuclear weapons or other nuclear explosive devices or
The warranty and liability for defects as specified in these the development, production, maintenance or storage of
General Terms is exclusive and in lieu of all other conditions, missiles capable of delivering such weapons (iii) use any
guarantees or warranties, including any warranty of supplies, or transfer, export, or re-export any supplies to
merchantability or fitness for purpose. In no case whatsoever be used for any military use, such as use in the
shall the Customer be entitled to claim damages other than production of items specified on the Wassenaar
compensation for costs of remedying defects in the supplies. Arrangement Munitions List without prior written
This in particular refers, but shall not be limited, to loss of permission from the Supplier or (iv) transfer, export, or
production, loss of use, loss of orders, loss of profit and other re-export any supplies to any country or territory
direct or indirect or consequential damages. Supplier’s overall subject to a comprehensive trade embargo under any
maximum aggregate liability under or in connection with the Trade Regulations, currently including Cuba, Iran,
contract, including inter alia all loss or damage with respect to North Korea, Syria, Venezuela, Russia, Belarus and
non-fulfilment of contractual obligations and all liquidated Ukrainian regions of Zaporizhzhia, Donetsk, Luhansk and
damages, shall not exceed five (5) per cent of the price of the Crimea.
supplies. 16.4 The Customer (i) represents and warrants that it is not a
13.2 These exclusions do not apply in case of unlawful intent or gross Sanctioned Person (ii) undertakes to promptly notify the
negligence of the Supplier, but are entirely applicable with Supplier if it becomes a Sanctioned Person (iii)
respect to supplies provided by subcontractors of the Supplier undertakes to promptly notify the Supplier if it becomes
in all cases. aware of any potential violation of Trade Regulations or
this Article in relation to the performance of the contract;
14. Product liability and (iv) undertakes to provide the Supplier any other
information or documentation reasonably required for the
14.1 The Supplier shall be liable for personal injury only if it is Supplier to comply with, or to verify Customer's
proven that such injury was caused by negligence on the compliance with, Trade Regulations.
part of the Supplier or others for whom he is responsible.
16.5 The Supplier may terminate the contract, or suspend
14.2 The Supplier shall not be liable for damage to property performance under the contract, with immediate effect if
occurring after the delivery of the supplies according to the (i) Trade Regulations are adopted, amended, or re-
agreed delivery term. Nor shall the Supplier be liable for interpreted by authorities, or circumstances change or
damage to products manufactured by the Customer, or to become known due to which the Supplier will no longer be
the products of which the Customer’s products form a part. able to perform without violating Trade Regulations or
Apart from these limitations, the Supplier shall be liable for other being exposed to the risk of becoming a Sanctioned
damage to property on the same conditions as for personal Person or (ii) the Customer fails to comply with Trade
injury. The Supplier shall under no circumstances be liable Regulations or this Article.
for loss of production, Ioss of profit or any other
The Supplier shall not be liable for any costs, losses, fees,
consequential damage or indirect loss. If the Supplier is to be
or damages arising from any delay or non-performance
held liable towards any third party, the Customer shall
related to compliance with Trade Regulations.
indemnify the Supplier insofar as the Supplier’s liability
towards the Customer is limited by the three preceding 16.6 Any limitations of liability agreed in the contract
paragraphs. notwithstanding, the Customer shall indemnify and hold
the Supplier harmless for any damages, costs, and fees
14.3 The above limitations in the Supplier’s Iiability shall not be
arising from the Customer's failure to comply with Trade
applicable in case of unlawful intent or gross negligence of
Regulations or this Article.
the Supplier, but are entirely applicable with respect to
supplies provided by subcontractors of the Supplier in all
cases. If a claim for damage as described in this Article is 17. Data protection
made by a third party against one of the parties, this party 17.1 To the extent that a Party gets access to any personal data
shall forthwith inform the other party thereof in writing. from the other Party or during the supply of the Products
or services, the Party shall process such personal data in
15. Right of recourse of the Supplier accordance with applicable data-protection laws and
regulations, including the General Data Protection
15.1 If through actions or omissions of the Customer or of persons Regulation (GDPR) and shall ensure that it has taken steps
employed or appointed by him to perform any of its to ensure the reliability of those of its employees who are
obligations, personal injury or damage to the property of used to process such personal data.
third parties occurs and if a claim is made against the
17.2 The Parties warrant that they have appropriate technical
Supplier, then the latter shall be entitled to take recourse
and organizational processes and procedures in place to
against the Customer.
safeguard against any unauthorized or unlawful processing
and against accidental loss or destruction of, or damage to
16. Export control
the personal data.
16.1 Each Party shall comply with Trade Regulations.
16.2 The Customer acknowledges that the supplies provided to 18. Jurisdiction and applicable law
it by the Supplier are subject to Trade Regulations and 18.1 These General Terms, as well as any other terms and
that Trade Regulations may impose export authorisation conditions that form the sales contract for the P r o d u c t s
requirements on the Supplier or restrictions on the use of to be sold hereunder, shall be interpreted and construed
the supplies on the Customer. in accordance with the laws of the country in which the
16.3 The Customer undertakes to use the supplies only for the contracting Supplier entity is located, without, however,
purposes described in the contract. Without limiting the giving effect to the rules on conflict of laws within such
generality of this undertaking, the Customer specifically jurisdiction. The UN Convention on Contracts for the
undertakes that it shall not (i) transfer, export, or re- International Sale of Goods shall not apply.
export any supplies to, or for the benefit of, any 18.2 All disputes arising out of, or in connection with, the sale
Sanctioned Person, unless authorized to do so under the of Products hereunder shall be finally settled by
relevant Trade Regulations or a valid license issued by a arbitration. The arbitration shall be governed by Rules of
competent authority pursuant to the relevant Trade
Regulations (ii) use any supplies, or transfer, export, or
re- export any supplies to be used, in connection
with the development, production, handling,
operation, maintenance, storage, detection,

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Arbitration of the International Chamber of Commerce.
The arbitration proceedings shall be conducted in the
English language by one or more arbitrators appointed
in accordance with such rules and the place of
arbitration shall be Supplier’s domicile. Supplier shall,
however, additionally be entitled to lodge claims
concerning collection of outstanding debts in any court
relevant to the Customer’s business or residence.

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