Terms of sale
The Seller is Nordic Fibreboard Ltd OÜ (registration number 12503545), whereas the Buyer is a legal person or a person acting in the course of its business or professional activities who buys or intends to buy Products offered by the Seller. The Products include items produced, marketed, distributed or sold by the Seller, including – but not limited to – wood fibre boards, construction and insulation panels, enhanced fibreboards and products, decorative panels, acoustic products, wind barrier boards, underlay boards, industrial boards and other boards, panels, materials and solutions used for construction and/or other industrial purposes.
The Seller and the Buyer are hereinafter jointly referred to as Parties or individually as a Party.
1. General provisions
1.1. These standard terms and conditions (Terms and Conditions of Sale or TCS) apply to all offers, quotations, order confirmations, sale and purchase transactions, deliveries and other contractual relationships between the Seller and the Buyer unless such transactions are covered by a specific written agreement signed or expressly accepted in writing by the Seller.
1.2. These TCS apply only to business-to-business transactions. The Seller does not sell under these TCS to consumers.
1.3. Provided that the Parties have entered into a specific written agreement for Products, these TCS will apply to all aspects not specifically agreed on in such agreement.
1.4. In case of conflict between documents, the following order of priority applies: (a) a written framework agreement signed by both Parties; (b) the Seller’s written order confirmation; (c) the Seller’s written quotation; (d) the applicable Product specification or technical data sheet issued by the Seller; (e) these TCS; and (f) the Seller’s price list.
1.5. Any general purchase terms, procurement terms, order terms, standard terms, codes of conduct, quality manuals, logistics manuals or similar documents of the Buyer are excluded and shall not apply, even if the Buyer refers to them in a purchase order, portal, email, procurement system or other document and even if the Seller does not expressly object to them.
1.6. Any deviation from these TCS is valid only if expressly accepted by the Seller in writing. Silence, delivery of Products or acceptance of payment shall not be deemed acceptance of the Buyer’s terms.
1.7. The Seller may update these TCS from time to time. The updated TCS apply to all quotations, orders and deliveries confirmed after the updated version has been made available to the Buyer or published by the Seller.
2. Quotations and Product information
2.1. Quotations, price lists, brochures, catalogues, samples, websites, technical data, drawings and other Product information are non-binding unless the Seller expressly states in writing that they are binding.
2.2. A quotation is valid only for the period stated in the quotation. If no validity period is stated, the quotation is valid for 14 calendar days from its issue date.
2.3. The Seller may withdraw or amend any quotation before the Buyer’s order has been accepted by the Seller in writing.
2.4. Information regarding dimensions, density, weight, colour, surface appearance, thermal performance, acoustic performance, moisture behaviour, fire performance, tolerances, packaging, pallet quantities and other Product characteristics is indicative unless expressly confirmed as binding in the Seller’s order confirmation or Product specification.
2.5. Products made of natural wood fibre may have normal variations in colour, texture, density, moisture content, surface structure, dimensions and other natural characteristics. Such variations are not defects, provided that the Products substantially correspond to the agreed Product specification.
2.6. Samples, photos and marketing materials are illustrative and do not constitute a guarantee that delivered Products will be identical in appearance, colour, texture or other non-essential characteristics.
2.7. The Buyer is solely responsible for verifying before placing an order that the Products are suitable for the Buyer’s intended
purpose, installation method, end use, construction system, local building regulations, standards, certification requirements and country of destination.
2.8. The Seller provides Product certificates, declarations, test reports, compliance documents or other documentation only if such documents are mandatory under applicable law or expressly agreed in writing before order confirmation.
3. Placing of orders
3.1. The Buyer must place Product orders (Orders) in writing or electronically in the manner accepted by the Seller. Orders placed by telephone or other informal means are not binding unless confirmed by the Seller in writing.
3.2. An Order is binding on the Buyer when submitted to the Seller. The Seller is not obliged to accept any Order.
3.3. A sales contract is concluded only when the Seller issues a written order confirmation to the Buyer.
3.4. The Buyer must check the Seller’s order confirmation immediately upon receipt. Unless the Buyer objects in writing within two calendar days from receipt, the order confirmation is deemed fully accepted by the Buyer.
3.5. Orders placed by the Buyer and confirmed by the Seller may be modified, postponed or cancelled only with the Seller’s prior written consent. The Seller may make such consent conditional upon the Buyer reimbursing all costs, losses, production costs, raw material costs, logistics costs, storage costs and other expenses incurred by the Seller.
3.6. The Seller may reject, suspend, postpone or cancel an Order or delivery if: (a) the Buyer has overdue invoices; (b) the Buyer has exceeded its credit limit; (c) the Seller has reasonable doubts regarding the Buyer’s solvency or ability to pay; (d) the Buyer has breached any contract with the Seller; (e) raw materials, energy, labour, transport capacity or production capacity are unavailable or materially more expensive; (f) performance may expose the Seller to sanctions, export control restrictions, credit risk, reputational risk or legal risk; or (g) force majeure or similar circumstances affect performance.
3.7. Forecasts, call-off plans, delivery schedules, annual estimates, volume targets and similar planning information are binding only if expressly confirmed as binding by the Seller in writing.
4. Custom Products and special production
4.1. Custom Products means Products manufactured, cut, packed, labelled, treated, coated, developed or otherwise adapted according to the Buyer’s specific requirements, dimensions, technical parameters, private label, packaging, market requirement or other individual instruction.
4.2. Orders for Custom Products are irrevocable and cannot be cancelled, postponed or reduced without the Seller’s prior written consent.
4.3. By accepting a quotation for Custom Products, placing an order for Custom Products or approving technical specifications, the Buyer undertakes to purchase and pay for the full agreed quantity of such Custom Products.
4.4. The Seller may require full or partial prepayment before procuring materials, starting production or reserving production capacity for Custom Products.
4.5. If the Buyer fails to purchase, collect or pay for Custom Products, the Seller may require the Buyer to reimburse all costs and losses, including raw material costs, production costs, labour costs, testing costs, packaging costs, storage costs, financing costs, disposal costs and lost margin.
4.6. The Seller may apply quantity tolerances to Custom Products and special production. Unless otherwise agreed in writing, the Seller may deliver and invoice up to 10% more or less than the ordered quantity due to production, cutting, drying, packaging or logistics requirements.
4.7. Special conditions, technical tolerances, warranties, documentation, testing obligations or certification requirements for Custom Products apply only if expressly agreed in writing before order confirmation.
5. Prices, taxes and additional costs
5.1. Product prices are stated in the Seller’s quotation, price list or order confirmation.
5.2. Unless otherwise expressly stated, all prices are net prices in euros, excluding VAT, taxes, customs duties, import duties, levies, bank fees, insurance, transport, unloading, storage, special packaging, certification, testing, customs clearance and any other additional costs.
5.3. The Buyer shall pay all taxes, duties, levies, import charges, customs fees, bank charges and other public or private charges related to the purchase, delivery, import, resale or use of the Products, except for taxes imposed on the Seller’s income.
5.4. Prices are based on the cost level, raw material prices, energy prices, labour costs, logistics costs, currency rates, taxes and other conditions existing at the date of the quotation or price list.
5.5. The Seller may alter the price list without notice. If the Seller has provided the Buyer with a Product price list applicable for a specific period, the Seller may still alter the price list by giving at least 30 days’ written notice to the Buyer.
5.6. For confirmed Orders, the Seller may adjust prices before delivery if, after order confirmation, there is a material increase in raw material costs, energy costs, transport costs, labour costs, taxes, duties, exchange rates or other costs outside the Seller’s reasonable control.
5.7. If the Buyer does not accept a justified price adjustment, the Seller may cancel the affected Order or delivery without liability.
5.8. Minimum order quantities, minimum delivery quantities, pallet quantities, full truckload requirements and other order criteria apply as stated in the Seller’s quotation, price list or order confirmation.
6. Payment terms
6.1. Unless the Seller has expressly granted credit terms in writing, all Products are sold against 100% prepayment.
6.2. If credit terms have been granted, the Buyer shall pay each invoice by the due date stated on the invoice or in the order confirmation.
6.3. Payment is deemed made only when the full amount has been received in cleared funds on the Seller’s bank account.
6.4. The Buyer may not withhold, deduct, set off or suspend payment due to alleged defects, complaints, counterclaims or disputes, unless the Seller has expressly accepted the claim in writing or the claim has been finally determined by a competent court.
6.5. If the Buyer fails to pay any amount when due, the Seller may, without prejudice to any other rights: (a) charge default interest of 0.05% per calendar day on the overdue amount from the due date until full payment; (b) claim all debt collection costs, legal costs, court fees, enforcement costs and other recovery costs; (c) suspend further deliveries and production; (d) cancel
confirmed Orders; (e) require advance payment for all future Orders; (f) withdraw granted credit terms and reduce or cancel
the Buyer’s credit limit; (g) demand immediate payment of all outstanding invoices, whether due or not; and (h) exercise retention of title rights and other remedies available under applicable law.
6.6. Any partial payment is first applied to costs, then to default interest and only thereafter to the principal debt, unless the Seller decides otherwise.
6.7. The Seller may at any time require advance payment, bank guarantee, parent company guarantee, credit insurance confirmation or other security acceptable to the Seller.
6.8. The Seller may assign, pledge or transfer its receivables from the Buyer to a bank, factoring company, credit insurer, financing partner or third party without the Buyer’s consent. The Buyer shall provide all confirmations reasonably required for such assignment, pledge or transfer.
7. Delivery Terms, Incoterms and risk transfer
7.1. The Seller sets out the Delivery Terms and the delivery date on the Order confirmation.
7.2. The Products will be delivered in line with the Delivery Terms communicated by the Seller to the Buyer upon confirming the Order.
7.3. Unless otherwise agreed in writing, Products are delivered EXW Incoterms 2020, Seller’s premises at Rääma 31, 80044 Pärnu, Estonia.
7.4. Incoterms 2020 apply to the interpretation of the agreed delivery term, unless expressly agreed otherwise in writing.
7.5. Delivery dates and delivery times are estimates unless the Seller expressly confirms in writing that a delivery date is fixed and binding.
7.6. The Seller may make partial deliveries and issue separate invoices for partial deliveries.
7.7. The Seller is not liable for delay caused by the Buyer, carriers, customs, shortage of transport capacity, shortage of raw materials, production disruptions, energy restrictions, force majeure, third-party failures or any other circumstances outside the Seller’s reasonable control.
7.8. If delivery is delayed for reasons attributable to the Buyer, the Seller may invoice the Products as if they had been delivered on the agreed delivery date.
7.9. In EXW deliveries, the Buyer is responsible for arranging transport, loading risk, export procedures, import procedures, customs
clearance, insurance and all costs and risks from the moment the Products are placed at the Buyer’s disposal at the Seller’s premises.
7.10. If the Seller assists with loading, arranging transport, preparing export documents or communicating with carriers in an EXW delivery, such assistance is provided at the Buyer’s risk and cost and does not change the agreed Incoterms delivery term.
7.11. The risk of loss, damage, theft, deterioration or delay passes to the Buyer in accordance with the agreed Incoterms delivery term. If no Incoterms delivery term is agreed, risk passes when the Products are made available to the Buyer at the Seller’s premises.
7.12. The Buyer shall ensure that the collecting vehicle is suitable, clean, dry, safe and compliant with loading requirements. The Seller may refuse loading if the vehicle is unsuitable or unsafe.
7.13. The Buyer is responsible for securing the load, load distribution, axle weight, transport permits and compliance with road safety and transport regulations, unless mandatory law provides otherwise.
7.14. If the Buyer fails to collect the Products on the agreed delivery date, the Buyer shall pay a storage fee to the Seller amounting to 0.2% of the net value of the uncollected Products per calendar day, but not less than EUR 50 per pallet or EUR 250 per delivery per started week, plus any additional actual costs incurred by the Seller.
7.15. If the Buyer does not collect the Products within 30 calendar days from the agreed delivery date, the Seller may, at its own discretion: (a) continue storage at the Buyer’s cost and risk; (b) deliver the Products to a warehouse at the Buyer’s cost and risk; (c) sell the Products to a third party; (d) recycle, dispose of or otherwise deal with the Products; or (e) cancel the Order and claim damages.
7.16. For Custom Products or Products not reasonably resalable to third parties, the Buyer remains liable for the full purchase price and all related costs even if the Products are recycled, disposed of or otherwise dealt with by the Seller.
8. Retention of title
8.1. Ownership of the Products remains with the Seller until the Buyer has paid in full all amounts owed to the Seller under the relevant Order and all other outstanding amounts owed to the Seller, including purchase price, VAT, default interest, storage fees, collection costs and other charges.
8.2. Risk passes to the Buyer in accordance with Section 7, regardless of retention of title.
8.3. Until ownership has passed to the Buyer, the Buyer shall: (a) keep the Products identifiable as the Seller’s property; (b) store the Products separately or in a way that allows identification; (c) keep the Products in good condition and insured against
normal commercial risks; (d) not pledge, mortgage, encumber, transfer by way of security or otherwise grant third-party rights over the Products; and (e) immediately inform the Seller of any seizure, enforcement, insolvency risk or third-party claim affecting the Products.
8.4. The Buyer may resell Products subject to retention of title only in the ordinary course of business and only if the Buyer is not in payment default. The Seller may revoke this resale permission at any time if the Buyer is in breach or if the Seller has reasonable concerns regarding payment.
8.5. To the maximum extent permitted by applicable law, the Buyer assigns to the Seller all receivables arising from resale of Products subject to retention of title as security for the Buyer’s payment obligations. The Buyer shall take all steps required
to make such assignment effective if requested by the Seller.
8.6. If the Buyer processes, mixes, installs, combines or transforms Products before full payment, the Seller retains security rights to the maximum extent permitted by applicable law in the processed, mixed, installed, combined or transformed goods and in the proceeds arising from them.
8.7. If the Buyer fails to pay when due, the Seller may withdraw from the relevant contract and require return of Products subject to retention of title. The Buyer shall provide immediate access to the Products and bear all costs of collection, dismantling, transport and resale.
8.8. The Buyer shall assist the Seller in registering, perfecting or enforcing retention of title or equivalent security rights in the country where the Products are located if such action is required or advisable.
9. Storage, handling and installation of Products
9.1. The Buyer is responsible for correct unloading, storage, handling, acclimatisation, processing, installation and use of the Products after risk has passed to the Buyer.
9.2. Products must be stored in a dry, clean, level, adequately ventilated and weather-protected area, protected from direct sunlight, moisture, water, condensation, dirt, impact, deformation, scratching, cracking, contamination and other external factors.
9.3. Products must be placed on a dry, solid and even surface to avoid bending, deformation, warping and other damage.
9.4. Free circulation of air between Products must be ensured where required. If condensation forms inside the packaging, the packaging must be opened to allow ventilation and drying.
9.5. Products must not be stored directly on the ground, outdoors, in wet rooms, in unventilated areas or in conditions where humidity, temperature or moisture may damage the Products.
9.6. The moisture content and dimensions of wood fibre Products may change depending on ambient humidity and temperature. Such behaviour is normal for Products made from natural materials.
9.7. Before installation, Products must be acclimatised in dry and weather-protected conditions according to installation conditions and applicable instructions. Unless otherwise specified, construction Products should be acclimatised for 1-3 days before
installation.
9.8. The Buyer shall ensure that all persons handling, cutting, processing or installing the Products use appropriate personal protective equipment, safety measures, tools and professional methods.
9.9. The Buyer shall follow the Seller’s Product instructions, installation instructions, technical data sheets, safety instructions, applicable standards and local regulations.
9.10. The Seller is not liable for defects, damage, loss or reduced performance caused by incorrect transport, unloading, storage, handling, ventilation, acclimatisation, cutting, processing, installation, maintenance, use or exposure to unsuitable environmental conditions.
10. Inspection and complaints
10.1. The Buyer shall inspect the Products immediately upon delivery or collection.
10.2. Visible transport damage, missing pallets, broken packaging or other visible delivery issues must be recorded on the transport document, CMR, delivery note or carrier’s receipt at the time of delivery. If such issues are not recorded at delivery, the Seller may reject the claim.
10.3. Complaints regarding quantity, wrong Product type, visible defects, visible damage or packaging damage must be submitted in writing within three business days from delivery or collection.
10.4. Complaints regarding hidden defects must be submitted in writing within seven calendar days from the date when the Buyer discovered or should reasonably have discovered the defect.
10.5. In any case, complaints must be submitted before the Products are cut, processed, installed, resold or otherwise used. If the Buyer cuts, processes, installs, resells or uses Products after discovering or being able to discover a defect, the Buyer is deemed to have accepted the Products and waives all related claims to the maximum extent permitted by law.
10.6. The Buyer must describe the alleged defect in sufficient detail and provide all evidence reasonably required by the Seller, including: (a) order confirmation number and invoice number; (b) Product name, thickness, dimensions and quantity
affected; (c) pallet numbers, batch numbers, labels and production markings; (d) photos and videos of the alleged defect; (e) photos of packaging, pallets and storage conditions; (f) transport documents and delivery notes; (g) description of unloading,
storage, acclimatisation, handling and installation conditions; and (h) samples, if requested by the Seller.
10.7. Complaints must be sent electronically to the Seller’s email address specified by the Seller from time to time. Unless otherwise notified, complaints must be sent to info@nordicfibreboard.com.
10.8. The Buyer shall keep the allegedly defective Products available for inspection by the Seller, the carrier, the insurer or an expert appointed by the Seller. The Buyer shall not destroy, move, repair, process, sell or use the Products without the Seller’s prior written consent.
10.9. If safe and reasonable access is not provided for inspection, the Seller may reject the complaint.
10.10. Filing a complaint does not release the Buyer from its obligation to pay invoices when due.
10.11. If a complaint is unfounded or caused by circumstances not attributable to the Seller, the Buyer shall reimburse the Seller for inspection costs, expert costs, travel costs, laboratory costs, transport costs and other costs related to handling the complaint.
10.12. The Seller gives no commercial warranty unless a separate written warranty document has been issued by the Seller. Any statutory liability applies only to the extent it cannot be lawfully excluded or limited.
11. Non-conformity and remedies
11.1. The Seller ensures that Products meet the standards applicable in the country of manufacture as well as the agreed Product specification.
11.2. The Buyer undertakes to use the Products according to the standards, rules and other provisions applicable in the country of destination and in line with the intended purpose of the Products.
11.3. The Seller is liable only for non-conformity that existed at the time risk passed to the Buyer and only to the extent provided in these TCS and applicable mandatory law.
11.4. The Seller is not liable for non-conformity, defects, damage or loss caused by: (a) normal characteristics or natural variations of wood fibre Products; (b) normal wear and tear; (c) incorrect or unsuitable transport after risk transfer; (d) incorrect
unloading, storage, handling, ventilation, acclimatisation, processing, installation, maintenance or use; (e) exposure to moisture, water, condensation, direct sunlight, unsuitable temperature, excessive humidity, chemicals, contamination or
mechanical damage; (f) use for an unintended purpose or in an unsuitable construction system; (g) non-compliance with local building rules, fire rules, acoustic rules, moisture rules or other regulations; (h) modifications, coating, treatment, cutting or processing not approved by the Seller; (i) installation by persons lacking sufficient competence or qualification; (j) information, drawings, designs, specifications or instructions provided by the Buyer or a third party; (k) defects that the Buyer knew or should have known at the time of purchase, delivery, processing or installation; or (l) circumstances arising after risk has passed to the Buyer.
11.5. If the Seller accepts that Products are non-conforming, the Seller may, at its sole discretion: (a) repair the non-conforming Products; (b) replace the non-conforming Products; (c) supply missing quantity; (d) grant a reasonable price reduction; or (e) refund the purchase price of the non-conforming Products against return of the Products.
11.6. The Seller may choose the remedy that is commercially reasonable and proportionate, taking into account the nature of the non-conformity, Product value, availability of replacement Products, logistics costs and overall circumstances.
11.7. The Buyer may not repair, replace, return, dispose of or purchase substitute products at the Seller’s cost without the Seller’s prior written consent.
11.8. If Products are replaced, ownership of the replaced Products transfers back to the Seller. The Buyer shall return the replaced Products to the location specified by the Seller or make them available for collection.
11.9. The Seller is not liable for installation costs, removal costs, dismantling costs, reinstallation costs, construction delay costs, project delay costs, sorting costs, production line stoppage costs, recall costs, third-party claims, contractual penalties charged to the Buyer, loss of profit, loss of revenue, loss of use, loss of business, loss of goodwill, loss of opportunity or any indirect, consequential or special damages.
11.10. The Seller is not liable for Products to the extent that the alleged loss could have been avoided by timely inspection, proper storage, stopping installation, separating affected Products, notifying the Seller immediately or taking reasonable mitigation measures.
12. Limitation of liability
12.1. To the maximum extent permitted by applicable law, the Seller’s total aggregate liability arising out of or in connection with any Order, delivery, Product, defect, delay, breach of contract or other claim is limited to the net purchase price of the specific Products giving rise to the claim.
12.2. In no event shall the Seller’s liability exceed the amount actually paid by the Buyer to the Seller for the affected Products.
12.3. The Seller is not liable for indirect, consequential, incidental, punitive, special or non-material damages, including loss of profit, loss of revenue, loss of production, loss of contracts, business interruption, loss of goodwill, loss of opportunity, financing costs, recall costs, third-party penalties or claims, or project delay costs.
12.4. The limitations of liability apply regardless of the legal basis of the claim, including contract, tort, statutory liability, indemnity, restitution or otherwise.
12.5. Nothing in these TCS excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory applicable law, including liability for intentional breach or gross negligence where such liability cannot be excluded.
13. Withdrawal from contract of sale and returns
13.1. The Buyer may withdraw from the contract of sale only if the non-conformity is material and the Seller has not remedied the non-conformity within a reasonable time after receiving a valid complaint in accordance with these TCS.
13.2. In the event of withdrawal, the Parties will reciprocally return what they have received under the contract: the Buyer will return the purchased Products to the Seller whereas the Seller will return the money that the Buyer paid for the non-conforming Products.
13.3. The Buyer will return the Products to Rääma 31, 80044 Pärnu, Estonia, unless the Seller specifies another return location in writing.
13.4. The Seller will return the money paid for the Products using the same payment method that the Buyer used, unless otherwise agreed in writing.
13.5. Products must be returned to the Seller in their original packaging, without traces of use, dry, clean, undamaged and in their original configuration. Damaged Products, used Products, processed Products, installed Products and Products not
suitable for resale will not be taken back and the amount paid for them will not be reimbursed, unless mandatory law provides otherwise.
13.6. Products may be returned only with the Seller’s prior written consent.
13.7. Custom Products, special production, opened packages, damaged Products, Products exposed to unsuitable storage conditions and Products no longer included in the Seller’s standard product range cannot be returned.
13.8. If the Seller agrees to a return not caused by the Seller’s accepted non-conformity, the Buyer shall bear all transport, handling, inspection and repackaging costs. The Seller may charge a restocking fee of at least 20% of the net Product value.
14. Compliance, export and sanctions
14.1. The Buyer shall comply with all applicable laws, regulations, standards, sanctions, export control rules, import rules, customs rules, anti-bribery laws, anti-money laundering laws, competition laws and other mandatory requirements applicable to the purchase, transport, import, resale, installation and use of the Products.
14.2. The Buyer confirms that neither the Buyer nor, to the Buyer’s knowledge, its owners, directors, officers, affiliates, customers or end users are subject to sanctions or restrictive measures imposed by the European Union, United Nations, United States, United Kingdom or any other relevant authority.
14.3. The Buyer shall not directly or indirectly sell, export, re-export, supply, transfer, make available or use the Products in breach of any sanctions, export control rules or trade restrictions.
14.4. The Buyer shall not sell, export, re-export, supply, transfer or make the Products available to Russia, Belarus or any sanctioned country, sanctioned person, sanctioned entity or prohibited end user, unless expressly permitted by applicable law and approved by the Seller in writing.
14.5. The Seller may refuse, suspend or cancel any Order or delivery immediately and without liability if the Seller reasonably believes that performance may breach sanctions, export control rules, trade restrictions or compliance obligations.
14.6. The Buyer shall indemnify and hold the Seller harmless from all claims, fines, penalties, losses, costs and damages arising from the Buyer’s breach of this Section.
15. Confidentiality
15.1. The Parties will not – without prior written consent of the other Party – disclose information obtained from the other Party in connection with the TCS, quotations, Orders, Delivery Terms or Products unless otherwise stipulated by legal provisions or a court order, or where the receiving Party can prove that such information was known to it previously or was publicly available.
15.2. Confidential information includes any non-public commercial, technical, financial, operational, legal and business information related to the Parties, Products, prices, discounts, volumes, specifications, TCS, Delivery Terms or other conditions relating to Orders placed by or collaboration between the Parties.
15.3. Disclosure of information to employees, auditors, insurers, banks, financing partners, professional advisers or subcontractors will not be deemed to violate confidentiality provided that such persons need to know the information and are bound by confidentiality obligations.
15.4. Confidentiality obligations do not apply to information that is publicly available without breach, already lawfully known to the receiving Party, independently developed without use of confidential information, or required to be disclosed by law, court order or authority.
15.5. The confidentiality obligation remains valid for five years after the last delivery, unless the information qualifies as a trade secret, in which case it remains confidential for as long as it remains a trade secret.
16. Intellectual property and product information
16.1. All intellectual property of the Seller – including copyright, trademarks, trade names, logos, patents, designs, business secrets, know-how, technical documents, Product and manufacturing specifications, manufacturing data, test results, marketing
materials or any rights or licences relating to the aforesaid that are used for selling or marketing the Products – belong exclusively to the Seller or its licensors.
16.2. The Buyer receives no intellectual property rights except the limited right to resell Products purchased from the Seller in accordance with these TCS.
16.3. The Buyer may use the Seller’s Product names, trademarks, logos, photos, brochures, technical data, certificates or marketing materials only with the Seller’s prior written consent and only in the manner approved by the Seller.
16.4. The Buyer may not modify the Seller’s trademarks, logos, Product information, certificates, technical data or marketing materials without the Seller’s prior written consent.
16.5. The Buyer shall not make misleading claims about the Products, their origin, characteristics, certification, performance, sustainability, fire performance, acoustic performance, moisture behaviour or intended use.
16.6. The Seller may request the Buyer to correct or remove any incorrect, misleading, unauthorised or outdated Product information immediately.
16.7. The Seller may take photos or make other recordings of the Products prior to, during or after their installation or request such photos or recordings from the Buyer. Subject to a written agreement between the Parties, the Seller may use the said photos and recordings for its marketing activities.
16.8. Unless the Buyer objects in writing before delivery, the Seller may refer to the Buyer as a customer and may use general, non-confidential information regarding supplied Products for marketing and reference purposes. Project-specific photos,
case studies or detailed references require separate written agreement.
17. Force majeure
17.1. The Seller is not liable for delay, non-performance or improper performance caused by circumstances beyond the Seller’s reasonable control.
17.2. Force majeure includes, without limitation, fire, flood, storm, extreme weather, natural disaster, war, armed conflict, terrorism, civil unrest, strike, lockout, labour shortage, epidemic, pandemic, government restriction, sanctions, export or import
restriction, shortage or interruption of raw materials, shortage or interruption of energy, machinery breakdown, production disruption, cyberattack, IT failure, transport disruption, port congestion, shortage of containers or trucks, carrier failure,
supplier failure, accident, explosion, environmental incident or any other comparable circumstance.
17.3. The Seller may suspend performance for the duration of the force majeure event and for a reasonable recovery period thereafter.
17.4. If force majeure continues for more than 60 calendar days, the Seller may cancel the affected Order or delivery without liability.
17.5. The Seller is not liable for direct or indirect damages, costs, penalties or losses caused by force majeure.
18. Withdrawal, cancellation and termination by the Seller
18.1. The Seller may withdraw from a sales contract, cancel an Order or terminate cooperation with immediate effect if: (a) the Buyer fails to pay on time; (b) the Buyer breaches these TCS or any agreement with the Seller; (c) the Buyer becomes insolvent, files for restructuring, bankruptcy or liquidation, or is subject to enforcement proceedings; (d) the Buyer’s creditworthiness materially deteriorates; (e) the Buyer provides false or misleading information; (f) the Buyer breaches sanctions, export control, anti-bribery, confidentiality or intellectual property obligations; or (g) performance becomes impossible, unlawful, commercially unreasonable or materially more burdensome due to circumstances outside the Seller’s reasonable control.
18.2. Withdrawal, cancellation or termination by the Seller does not affect the Buyer’s obligation to pay amounts already due or to compensate the Seller for costs, losses and damages.
19. Data, documents and electronic communication
19.1. Orders, order confirmations, invoices, delivery documents, notices and other communication may be issued electronically.
19.2. The Buyer is responsible for ensuring that email addresses, procurement portals, invoice channels and contact persons provided to the Seller are accurate and monitored.
19.3. A notice sent by email is deemed received on the next business day after sending, unless the sender receives an automatic delivery failure notification.
19.4. The Buyer shall immediately inform the Seller of any changes in company details, VAT number, billing details, delivery addresses, contact persons, ownership, solvency or other relevant circumstances.
20. Dispute settlement
20.1. The Buyer and the Seller aim to settle any disputes by way of negotiations.
20.2. These TCS and all contracts between the Seller and the Buyer are governed by the laws of the Republic of Estonia.
20.3. Failing an agreement, said disputes will be settled in the Harju County Court in Estonia in accordance with the legislation of the Republic of Estonia. The working language of proceedings shall be Estonian, unless the court determines otherwise.
20.4. Notwithstanding Section 20.3, the Seller may bring claims for unpaid invoices, debt collection, enforcement of retention of title, interim measures or protection of its rights in any competent court or authority in the Buyer’s country, the country where the Products are located, or any other relevant jurisdiction.
20.5. The United Nations Convention on Contracts for the International Sale of Goods (CISG) adopted in 1980 will not be applicable.
21. Final provisions
21.1. If any provision of these TCS is or becomes invalid, unlawful or unenforceable, the remaining provisions remain valid. The invalid provision shall be replaced by a valid provision that comes as close as possible to the commercial and legal purpose of the original provision.
21.2. Failure or delay by the Seller to exercise any right does not constitute waiver of that right.
21.3. The Buyer may not assign or transfer any rights or obligations under any contract with the Seller without the Seller’s prior written consent.
21.4. The Seller may assign or transfer its rights and obligations to an affiliated company, successor, buyer of business, financing partner, insurer, factoring company or other third party without the Buyer’s consent.
21.5. The English version of these TCS prevails over any translation, unless the Seller expressly confirms in writing that another language version prevails.
These TCS will apply to all Products and deliveries of Nordic Fibreboard Ltd OÜ as from 1 March 2025.