VERKKOKAUPPA.COM OYJ - TERMS

GENERAL POLICY FOR THE PURCHASE OF GOODS 12.1.2016

1.PURPOSE AND SCOPE OF APPLICATION

This General Policy for the Purchase of Goods (“Policy”) sets out the general terms and conditions pursuant to which Verkkokauppa.com Oyj (business ID: 1456344-5) (“Verkkokauppa.com”) may order Products from the supplier of such Products (“Supplier”). Verkkokauppa.com and Supplier are also together referred to as the “Parties” and individually a “Party”.

This Policy applies to all quotations, orders and purchases of Products by Verkkokauppa.com from the Supplier for resale purposes. Unless Verkkokauppa.com and Supplier have not agreed on specific written deviations from this Policy, the terms and conditions of this Policy will exclusively govern the supply of the Products by Supplier.

Any Purchase Order, agreement or other document executed between the Parties on the purchase of the Products together with this Policy is referred to as the “Agreement”. This Policy is incorporated into the Agreement by reference.

2. DEFINITIONS

In this Policy:

Actual Purchase Amount means the actual combined Product Price paid by Verkkokauppa.com for the Products during a certain period of time, e.g. a year, as agreed between the Parties.

Confidential Information means all business and trade secrets and other confidential information and material relating to, without limitation, business, customers, technology, pricing, products, plans and financial matters that is marked as confidential or reasonably should be understood as being confidential.

Defect or Defective means any problem, malfunction, error, mistake or deficiency, which causes an incorrect or inadequate functioning of the Product and/or any deviation of the Product from the Specifications or other requirements under the Agreement. The Product is always considered as having a Defect or being Defective if it does not satisfy the relevant provisions of the Finnish Consumer Protection Act (38/1978) or Sale of Goods Act (355/1987), as appropriate, relating to without limitation description, quality, fitness for purpose and correspondence with sample.

Delivery means the due and accepted completion of delivery of the Products in accordance with the Agreement.

Delivery Date means the date specified in the Agreement on which the Products must be delivered to Verkkokauppa.com.

Delivery Location means the location of Delivery specified in the Agreement.

Demo Discount means a discount given by Supplier to Verkkokauppa.com for displaying the Products in Verkkokauppa.com’s stores. Demo discount can be up to 100% of the Purchase Price.

Intellectual Property Rights mean copyright and related rights, trademarks, patents, designs, design patents, utility models and other similar proprietary and intellectual property rights whether capable of being registered or not.

Minimum Purchase Amount means the minimum amount of purchases measured by combined Purchase Price (exclusive of taxes and other incidental costs) for Products Verkkokauppa.com has to make during a certain period of time e.g. a year, as agreed between the Parties.

Product(s) means the products agreed to be supplied and delivered by Supplier pursuant to the Agreement.

Product Price means the prices of the Products payable by Verkkokauppa.com, as determined in accordance with Section 5 and set out in the Agreement.

Product Recall means the retrieval or receiving of a Product from end customers, and the consequent refraining from further sales of the Products by Verkkokauppa.com, that occurs as a result of (i) a Defect in the Product that may harm, injure or damage its user or property, or the Defect is otherwise material; or (ii) non-compliance of the Product with any applicable consumer, product safety or other laws, regulations and/or regulatory provisions, whether such non-compliance results from the Product itself or amendments in the applicable laws, regulations and/or regulatory provisions.

Purchase Order means a written order submitted by Verkkokauppa.com to Supplier for the order and delivery of Products.

Specification means any descriptions of the technical, functional and other properties as well as performance and quality criteria of the Products given by Supplier, as defined in the Agreement.

3. SUPPLY OF PRODUCTS

3.1. Supplier shall use its best endeavours to supply and deliver the Products ordered by Verkkokauppa.com in accordance with the terms and conditions of the Agreement.

3.2. Supplier understands that the Products are procured by Verkkokauppa.com for the purposes of reselling them to its end customers, and that due to this reason the compliance of the Product with the terms of the Agreement and Specifications is of material importance to Verkkokauppa.com.

3.3. Supplier undertakes to supply the Products so that:

i) the Products conform to the Specifications and other requirements as may be set out in the Agreement;
ii) the Delivery is executed in a timely and diligent manner;
iii) the Products are properly packed and secured in such manner that they reach the Delivery Location undamaged and in good condition;
iv) the Delivery is always accompanied with a packing list identifying at least the details of the Products delivered and their amounts;
v) the Products are authentic and do not infringe any Intellectual Property Rights of any third party (such as counterfeit items); and
vi) the Products meet the quality, safety and other requirements defined in the Finnish consumer protection laws (in specific the Consumer Protection Act 38/1978, as amended) and industry standards, and comply with all other applicable Finnish and EU statutory and regulatory requirements.

3.4. Supplier must ensure that the Products are in full compliance with and satisfy any and all applicable CE, RoHS and EN standards and requirements (as they may be amended from time to time) and that the Products contain the relevant markings and documentation indicating compliance. Supplier agrees to provide all relevant certificates and documentation relating to the above upon request. Should the Products not be compliant with the said requirements, without prejudice to other rights and remedies available to it, Verkkokauppa.com has the right to return all such Products to Supplier at Supplier’s cost and Supplier shall fully refund Verkkokauppa.com the Purchase Price paid.

3.5. Supplier agrees to specifically ensure that the Products are accompanied by user guides, manuals, product descriptions and other relevant information and documentation in the Finnish, Swedish and English languages so that the Products satisfy the requirements of the Consumer Protection Act (38/1978). Should Supplier fail to provide such manuals, this shall be deemed as a material Defect.

3.6. Unless otherwise agreed in writing, Verkkokauppa.com is not bound by any Minimum Purchase Amounts under the Agreement. In the event the Parties agree in writing that such Minimum Purchase Amounts apply:

i) Verkkokauppa.com agrees to purchase the Minimum Purchase Amount of Products during the agreed time period, as defined in the Agreement; and
ii) if the Actual Purchase Amount during the agreed time period is less than the Minimum Purchase Amount, Supplier may require Verkkokauppa.com to pay the difference between the Minimum Purchase Amount and the Actual Purchase Amount.

3.7. The Minimum Purchase Price is not affected by any discounts, bonuses, refunds, reimbursements or other compensation that may be paid or given by Supplier to Verkkokauppa.com.

4. PURCHASE ORDERS

4.1. Unless otherwise agreed between the Parties, Verkkokauppa.com places orders for the Products by issuing a written Purchase Order based on which the Supplier will supply the Products.

4.2. The Purchase Order shall at least:

i) specify the type and quantity of the Products ordered (and code or other identification numbers, if available to Verkkokauppa.com);
ii) specify the Delivery Date and Delivery Location, unless the Parties have agreed that Verkkokauppa.com may specify the same after placing the Purchase Order; and
iii) refer to this Policy.

4.3. Supplier agrees to provide Verkkokauppa.com with an order confirmation indicating receipt and acceptance of the Purchase Order.

4.4. Verkkokauppa.com may at any time prior to despatch of the Products amend or cancel a Purchase Order by written notice to the Supplier.

5. PRODUCT PRICES AND PAYMENT

5.1. The applicable Product Prices are those applied by Supplier at the time of Verkkokauppa.com placing the Purchase Order from time to time. Supplier may not increase the Product Price after the placement of the Purchase Order unless separately agreed otherwise in writing. Unless agreed otherwise in writing, the Product Prices shall be inclusive of any packaging, delivery, insurance or other related costs, but exclusive of VAT and other taxes, as applicable.

5.2. The Parties may separately agree on the application of a price protection feature provided by Supplier, under which Supplier agrees to refund Verkkokauppa.com any difference in the prices of the Products that may result from Supplier lowering the prices of the Products within [thirty (30)] days following payment by Verkkokauppa.com.

5.3. Supplier agrees to offer separately agreed volume discounts to Verkkokauppa.com for purchases exceeding the Minimum Purchase Amount. Further, Supplier agrees offer a Demo Discount to Verkkokauppa.com for displaying the Products in its stores. The amount of the Demo Discount is specified in the Agreement.

5.4. Any discounts or bonuses given to Verkkokauppa.com are calculated by reference to the applicable Purchase Prices, which will for purposes of calculating the discounts or bonuses, be exclusive of any VAT and other discounts or bonuses.

5.5. After the end of each year, Supplier agrees to provide Verkkokauppa.com with a statement showing the quantities of the Products purchased and the discounts that are due. Unless Verkkokauppa.com disputes the statement, Supplier agrees to pay the discount in cleared funds to the bank account indicated by Verkkokauppa.com within thirty (30) days from the date of the statement.

5.6. Supplier invoices for the Products on or any time after the Delivery. Each invoice must quote the Agreement.

5.7. All payments are made in EUR. Unless agreed otherwise, the standard payment term is sixty (60) days net from date of the invoice. Supplier is entitled to claim interest for delayed payment in accordance with the Finnish Interest Act (as amended).

5.8. If Verkkokauppa.com disputes any invoice for any justified reason, it will notify Supplier thereof and the Parties agree to negotiate in good faith on how to resolve the dispute. However, Verkkokauppa.com is always entitled to price reduction based on Defective or wrongly delivered Products, as set out in Section 7.3, in which case Supplier agrees to submit a corrected invoice to Verkkokauppa.com should Verkkokauppa.com exercise its said right.

5.9. For the sake of clarity, Verkkokauppa.com has the right to decide the resell prices at its discretion.

6. DELIVERY AND DELAY

6.1. Supplier agrees to deliver the Products to Verkkokauppa.com to the agreed Delivery Location by the agreed Delivery Date and in the quantities specified in the Agreement. Supplier must immediately inform Verkkokauppa.com of any circumstances that may affect the due performance of the Delivery.

6.2. The Products are delivered under the INCOTERMS 2010 terms and conditions specified in the Agreement. Unless otherwise agreed in writing, the Products will be delivered under Delivered Duty Paid (DDP) (INCOTERMS 2010), place of the Delivery Location separately determined by Verkkokauppa.com.

6.3. Supplier agrees to keep a backlog of Products ordered by Verkkokauppa.com from time to time. The Products in Supplier’s backlog are delivered based on their availability. Supplier agrees to keep Verkkokauppa.com informed about issues relating to the backlog, including any possible cancellations or changes. If keeping a backlog in accordance with the above is not possible for any reason, Supplier agrees to inform Verkkokauppa.com thereof without delay.

6.4. The Delivery is delayed if the Products are not delivered in accordance with Section 6.1, and such delay is not attributable to Verkkokauppa.com or an event of force majeure. If the Delivery is delayed, Supplier shall pay a delay penalty to Verkkokauppa.com, which is a percentage of the total Purchase Price payable/paid by Verkkokauppa.com, as specified in the Agreement. Unless otherwise specified, the delay penalty shall be 1 per cent of the total Purchase Price for each commencing week (7 days) of delay, however not exceeding 7 per cent.

6.5. In addition to the delay penalty described in Section 6.4, in case Verkkokauppa.com is entitled to receive the maximum amount of the delay penalty, Verkkokauppa.com may:

i) refuse to accept any subsequent attempted delivery of the Products;
ii) cancel the Purchase Order without any liability to Supplier, in which event Supplier will refund any Purchase Price already paid by Verkkokauppa.com;
iii) obtain substitute products from another supplier and recover from Supplier any costs and expenses reasonably incurred by Verkkokauppa.com in obtaining such substitute products (in which case the substitute products will also count towards the Minimum Purchase Amounts, if any); and
iv) subject to Section 13.3, claim damages for any other cost, expense or loss resulting from Supplier’s delay.

7. ACCEPTANCE AND DEFECTIVE PRODUCTS

7.1. Following due Delivery, Verkkokauppa.com will within reasonable time inspect the Products to verify that they comply with the Agreement. The obligation to inspect the Product is limited to inspecting the external features of the Products and/or their packaging. The inspection does not limit Supplier’s liabilities for Defects arising or revealed in connection with the use of the Product.

7.2. Following the inspection, Verkkokauppa.com will notify Supplier of the acceptance (or partial acceptance) of the Delivery and of any Defective or wrongly delivered Products.

7.3. If any Products delivered to Verkkokauppa.com are Defective or do not otherwise comply with this Agreement (whether noticed by Verkkokauppa.com or informed to it by a consumer), then, without limiting any other right or remedy available to it, Verkkokauppa.com may reject those Products and:

i) require Supplier to repair or replace the rejected Products at the Supplier’s risk and expense within [twenty (20)] days following Verkkokauppa.com's request; or
ii) require the Supplier to repay the proportion of the Product Price corresponding to the value of the rejected Products; and
iii) subject to Section 13.3, claim damages for any other costs, expenses or losses resulting from Supplier's delivery of Products that are not in conformity with the Agreement.

7.4. Repairs of Defective Products shall be made in accordance with a separately agreed service agreement entered into between Verkkokauppa.com and Supplier, or Verkkokauppa.com and a service partner authorized by Supplier. Claims from consumers shall be handled in accordance with the service agreement, applicable consumer laws and any other relevant laws and regulations applicable at the time of the claim.

8. TRANSFER OF TITLE; PASSING OF RISK

8.1. Title to the Products passes to Verkkokauppa.com (i) upon payment of the Product price in full, or (ii) upon Delivery to Verkkokauppa.com, whichever occurs first.

8.2. The risk of loss to the Products passes to Verkkokauppa.com in accordance with the applicable delivery term.

9. PRODUCT RETURNS AND PRODUCT RECALLS

9.1. If agreed by the Parties in the Agreement, Verkkokauppa.com has the right to return to Supplier any Products that have not been sold within 2 months from Delivery. Verkkokauppa.com pays for the costs pertaining to returning such Products. After receipt of the Products, Supplier agrees to compensate Verkkokauppa.com for the difference between the Product Price paid and the returned Products in cleared funds to a bank account indicated by Verkkokauppa.com.

9.2. End customers may have the right to return the Products purchased by them either directly under the law or under particular “sale on approval” conditions offered by Verkkokauppa.com, irrespective of whether the Products are Defective. Any such Products returned by end customers will be considered as unsold items in accordance with Section 9.1. In the event the Product is returned for being Defective, Section 7.3 i) applies primarily and if the end customer wishes not to have the Product replaced or repaired under that Section, such Product is considered as a rejected Product in accordance with Section 7.3 ii).

9.3. The rights and obligations of the Parties in case of a Product Recall are detailed in a separate document attached to the Agreement (“Product Recall Procedure”). However, it is expressly understood that if the reasons for the Product Recall are directly attributable to either Supplier or a Defect in the Product, Supplier is liable for paying all costs and expenses relating to the Product Recall, including without limitation, compensation payable to end customers of Verkkokauppa.com, any carriage costs and repayment of the Purchase Price to Verkkokauppa.com together with any other loss or damage that Verkkokauppa.com may have suffered due to such Product Recall, subject to Section 13.3. In the event the Product Recall is based on amendments in the applicable laws, regulations and/or regulatory provisions, the related costs and expenses will be divided between the Parties, as set out in the Product Recall Procedure.

9.4. Verkkokauppa.com will notify Supplier of the need of a Product Recall without delay upon becoming aware of any circumstances giving rise thereto. After receipt of the notification Supplier agrees to act promptly to initiate the Product Recall. Verkkokauppa.com will use all reasonable endeavours to assist Supplier in the execution of the Product Recall, as set out in the Product Recall Procedure.

10. MARKETING AND PROMOTIONAL CAMPAIGNS

10.1. Supplier may provide Verkkokauppa.com with marketing materials to be used in connection with the marketing and display of the Products. Copyright and other Intellectual Property Rights in and to such marketing materials shall belong to Supplier or its licensors. Verkkokauppa.com has the right but not an obligation to copy, display and distribute any such marketing materials and other Supplier’s logos and emblems as well as Product photos for the purposes of marketing and promoting the Products irrespective of the distribution channel, however, always subject to Supplier’s written instructions (if any).

10.2. Details for specific Supplier’s marketing or other campaigns and promotions relating to the Products shall be agreed separately in advance.

10.3. Verkkokauppa.com is entitled to arrange and run discount, promotional or other campaigns in relation to the Products, as it may decide, and utilise the aforementioned marketing materials for these purposes.

11. WARRANTY

11.1. Supplier warrants that the Products are free from Defects in material, design and workmanship and remain so at least for the duration of the warranty period. The actual length of the warranty period is defined separately. During the warranty period Supplier shall correct any Defects found in the Products or replace such Products in accordance with the Agreement, without any cost to Verkkokauppa.com or its end customers, and at Supplier’s own risk and expense. It is expressly understood by Supplier that the warranty period and coverage of the warranty must always be more extensive than Supplier’s liability for Defects pursuant to the applicable Finnish and EU consumer protection laws. Expiration of the warranty period does not relieve or restrict Supplier’s liability under any applicable consumer laws or for death, personal injury or damage or damage to property caused by the Product, in accordance with applicable legislation.

12. INSURANCE

12.1. Supplier shall acquire and maintain an insurance policy with a reputable insurance company covering the shipping and carriage of the Products to Delivery Location.

12.2. If so indicated in the Agreement, Supplier agrees to acquire and maintain, with a reputable insurance company, also insurance policies covering general business and public liability and/or product liability.

13. INDEMNITY AND LIABILITY

13.1. Supplier is liable for and agrees to rectify, defend, indemnify and hold Verkkokauppa.com or any other company in the Verkkokauppa.com group and their officers, employees and directors, harmless from and against (i) any claims or demands from end consumers or any other third parties, and any losses, damage and expenses in connection with or arising out of any Defects in, or delays in the supply of, the Products or related services; (ii) any breach of any agreed warranties or representations of Supplier under the Agreement; and (iii) in respect of any infringement of any Intellectual Property Right arising out of the sale or use of the Products supplied.

13.2. Supplier is liable to Verkkokauppa.com for any direct costs, expenses, loss and damage relating to or arising from Supplier’s negligence or breach of any terms of this Agreement (including Defects in the Products).

13.3. Subject to Section 13.4, neither party is liable for any indirect, consequential, special or punitive damages. In the event the Agreement contains provisions on any liquidated damages payable by either Party, damages in respect of the events entitling a Party to such liquidated damages are payable only to the extent the loss, damage or expenses exceed the liquidated damages payable, or may be recovered under an insurance policy of the non-breaching Party.

13.4. The limitations of liability contained in the Agreement will not apply in respect of

i) any damage, loss or expense caused by wilful misconduct or gross negligence;
ii) death or personal injury or damage to property by the Products;
iii) violation of applicable consumer or product safety laws;
iv) the indemnities contained herein; or
v) breaches of confidentiality obligations or infringement of third parties’ Intellectual Property Rights.

14. CONFIDENTIALITY

14.1. The Parties may gain access to valuable trade secrets and other confidential information and material proprietary to the other Party (such as, without limitation, technical, commercial, product, customer, financial or other similar confidential and proprietary information) that is either marked or notified as being confidential or reasonably should be understood as being such (“Confidential Information”).

14.2. The Parties agree not to use any Confidential Information for any purpose other than for the purposes of the Agreement, and agree to hold Confidential Information in strict confidence and not disclose it to any third party except as may reasonably be required for performing the obligations relating hereto, and always on the condition that such permitted third party agrees to be bound by confidentiality obligations set out herein. The Parties agree to take all necessary precautions to prevent any unauthorized disclosure or use of Confidential Information by the Parties´ employees, agents or other intermediaries or subcontractors.

14.3. The above obligations do not apply with respect to any information or material which is:

i) lawfully and demonstrably known to a Party prior to the time of disclosure; or
ii) in the public domain, or subsequently comes into the public domain, through no fault of a Party;
iii) received by a Party from a third party having legal right to disclose such information to others; or
iv) lawfully and demonstrably independently developed by a Party without using any Confidential Information; or
v) required to be disclosed by applicable law or governmental regulation or by order of any competent body or authority, provided that the Party required to disclose undertakes to notify the other Party who is the proprietor of the Confidential Information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and agrees to take all reasonable action to avoid and limit such disclosure.

14.4. Each Party undertakes to cease using Confidential Information received from the other Party promptly upon termination of the Agreement or when the Party no longer needs the same for the agreed purpose and, unless the Parties separately agree on the destruction of such material, return the material in question (including all copies thereof). Each Party has, however, the right to retain copies required by law or regulations.

14.5. The obligations set out in this Section 14 shall survive the termination of the Agreement.

15. COMPLIANCE

General

15.1. Supplier is and remains solely responsible for the full compliance of the Products (or parts thereof) and related services with the requirements of the Agreement, applicable laws, regulations, regulatory provisions and similar.

15.2. Supplier warrants and represents that it has obtained and maintains in force all licences, permissions, authorisations, consents and permits needed to supply the Products in accordance with the Agreement (including, without limitation, CE compliance, compliance with applicable EN standards, and all approvals related to the treatment of hazardous substances and disposal of waste products).

15.3. Further, Supplier warrants that it has duly discharged its duties relating to the payment of all taxes, fees, levies and other charges (including, without limitation, copyright charges and charges related to obtaining the instruments referred to in Section 15.2) related to the manufacture, export, import and commercialization of the Products. Supplier shall comprehensively specify the charges in the invoices issued by him for the Products.

15.4. Should Supplier or the Products be in breach of the above requirements, this will be deemed as a material Defect or a material breach of Agreement by Supplier, as appropriate.

Export control

15.5. Supplier agrees to comply with all applicable laws, regulations and orders of competent authorities relating to export control, as applicable to the Products, and remains liable for any and all costs and expenses relating thereto.

Supplier Code of Conduct

15.6. Supplier warrants and agrees to adhere to Verkkokauppa.com Oyj’s Supplier Code of Conduct attached to the Agreement, and understands that compliance with the same is of material importance to Verkkokauppa.com

15.7. Supplier agrees that in the event Supplier is found non-compliant with the Supplier Code of Conduct in any respect, Verkkokauppa.com is entitled to immediately terminate all existing Agreements with Supplier without any liability, however, provided that Verkkokauppa.com has provided Supplier with a written warning notice and Supplier has subsequently failed to rectify the identified issues, to Verkkokauppa.com’s satisfaction. No warning notice is required in case of a material violation of the Supplier Code of Conduct. Verkkokauppa.com reserves the right to claim damages based on such non-compliance.

15.8. Supplier undertakes to conduct a self-risk assessment with reference to the Supplier Code of Conduct and provide Verkkokauppa.com with a declaration of “Proper Business Practices and Risks” based on the assessment.

16. TERM AND TERMINATION

16.1. The Agreement enters into force upon Supplier’s acceptance of the Purchase Order or as may be otherwise agreed in the Agreement, and remains in force as long as the Parties have obligations under the Agreement or until expired, cancelled or terminated by a Party pursuant to the Agreement.

16.2. The terms and conditions of this Agreement shall govern any Purchase Order valid at the date of any expiry or termination of the Agreement, until Supplier has unconditionally fulfilled all its obligations under the relevant Purchase Order, unless any such Purchase Order is terminated by Verkkokauppa.com simultaneously, at its discretion.

16.3. The Agreement may be terminated with immediate effect by written notice by the non-defaulting Party in the event that

i) the other Party commits a material breach of contract and fails to remedy such breach within thirty (30) days after having been given written notice in respect thereof; or
ii) the other Party discontinues its business, suffers distress or execution, commits an act of bankruptcy, goes or is put into liquidation or if a receiver is appointed over any part of such other Party’s business or if an administration order is made in respect of such other Party.

16.4. In case Supplier is in default of a material obligation under the Agreement, or it becomes evident that the Supplier will be in default of any material obligations, Verkkokauppa.com will also, without prejudice to any other rights or remedies, be entitled to receive a discounted price, withhold and set-off payments under the Agreement, seek damages from Supplier, and replace the Supplier with a third party supplier to perform or complete the Delivery at the sole risk and expense of the Supplier.

17. ADDITIONAL DELIVERY TERMS

17.1. The Parties may agree on additional delivery terms applicable to the Delivery in connection with the Agreement or otherwise in writing. Such additional delivery terms will apply in addition to the terms and conditions contained in this Policy.

18. ASSIGNMENT, SUBCONTRACTING AND AMENDMENTS

18.1. Supplier may not assign, transfer or subcontract the whole or any part of its rights or obligations under the Agreement, without the prior written consent of Verkkokauppa.com. Verkkokauppa.com may transfer any rights and obligations under the Agreement to any company belonging from time to time to the Verkkokauppa.com Oyj group by notifying Supplier thereof in writing.

18.2. Any amendments, additions, deletions and/or other modifications to the Agreement must be made in writing and signed by both Parties in order to become effective.

19. FORCE MAJEURE

19.1. Neither Party shall be liable to the other for any delay or non-performance of its obligations under the Agreement in the event and to the extent that such delay or non-performance is due to a Force Majeure Event (as defined below). The Party affected by a Force Majeure Event must give notice of its occurrence and estimated duration to the other Party in writing without delay. The Parties shall use their respective best endeavours to mitigate the effect thereof in the best possible way.

19.2. “Force Majeure Event” is an event beyond the reasonable control of a Party, which occurs after the effective date of the Agreement and which was not reasonably foreseeable at the effective date of the Agreement, and the effects of which are not capable of being overcome without unreasonable expense and/or loss of time to the Party concerned. Force Majeure Events shall include, without limitation, war, strike and boycott, acts of government, natural disasters, fire and explosions.

19.3. In the event Supplier’s performance is delayed for sixty (60) days or more due to a Force Majeure Event, then Verkkokauppa.com has the right to terminate the Agreement with immediate effect without any liability towards Supplier.

20. INVALIDITY

20.1. If any provision hereunder shall be found by any court or administration of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision does not affect the other provisions the Agreement.

20.2. The Parties agree to attempt to substitute any invalid or unenforceable provision to a valid or enforceable provision which achieves to the greatest possible extent the economic, legal and commercial objectives of the unenforceable provision.

21. APPLICABLE LAW AND DISPUTES

21.1. The Agreement is governed by and construed in accordance with the substantive laws of Finland, excluding its choice of laws provisions.

21.2. Any and all disputes, controversies or claims between the parties that relate to or arise from these terms or the supply of the Product shall be resolved in good faith negotiations between the parties.

21.3. Should the negotiations not lead to a mutually satisfactory outcome, such dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki, Finland and the language of the arbitration proceedings shall be English. Notwithstanding the aforesaid, the Buyer shall also always be entitled to commence litigation in the District Court of Helsinki. The applicability of the United Nations Treaty of 11/4/1980 with regard to the Convention on the international sale of goods (‘Vienna Sales Convention’) is expressly excluded.

VERKKOKAUPPA.COM SUPPLIER CODE OF CONDUCT

Verkkokauppa.com Oyj and its Group companies (“Verkkokauppa.com” or the “Customer”) wish to operate openly and responsibly.

Verkkokauppa.com recognizes the importance of conducting its business in a sustainable and responsible manner by way of implementing and promoting economically, environmentally and socially responsible practices in all its business operations. The commitment to responsible business is an integral part of the culture, success, and values of Verkkokauppa.com.

Verkkokauppa.com expects all its business partners to adhere to its Code of Conduct and requires all its suppliers (“Suppliers”) to adhere to this Supplier Code of Conduct.

In addition, Verkkokauppa.com places specific requirements for private label suppliers (“Private Label Suppliers”) operating in so-called risk-countries, where the risk of human and labor rights violations is elevated, based on the World Bank’s Worldwide Governance Indicators or equivalent widely recognized risk-country specification, such as Amfori BSCI.

The below topics set out that main criteria required by Verkkokauppa.com. However, to ensure meeting the requirements and expectations placed upon Verkkokauppa.com, Verkkokauppa.com may from time-to-time issue more specific instructions, guidelines and policies relating to the subject matter of this Supplier Code of Conduct that it expects its Suppliers to comply with.

1. COMPLIANCE WITH LAWS

When delivering products or providing services to Verkkokauppa.com, Supplier shall comply with all applicable laws, regulations, orders of competent authorities as well as international treaties. Further, Supplier shall take all necessary measures required for Supplier to comply with this Supplier Code of Conduct.

To the extent Supplier employs agents or subcontractors for the fulfilment of any of the Supplier’s obligations under the agreement between Verkkokauppa.com and Supplier, Supplier shall ensure that such agents and subcontractors adhere to this Supplier Code of Conduct.

2. ANTI-BRIBERY AND ANTI-CORRUPTION

Verkkokauppa.com does not approve or condone any forms of bribery or corruption and applies a zero-tolerance approach thereto. Therefore, Supplier is required to take all necessary and appropriate measures for preventing bribery and corruption in its operations and comply with all applicable anti-bribery and anti-corruption laws (whether national, international, federal or otherwise) applicable to Supplier’s operations, in specific the delivery of Products to Verkkokauppa.com.

Having regard to the above, Supplier agrees not to (whether through its employees, directors, board members or third parties) offer, promise or grant to any employees, directors, board members or other bodies of any company, institution, governmental agency or any other representatives thereof any gifts or other benefits (such as money or gifts of significant monetary value).

The foregoing does not apply to product samples which are provided to Verkkokauppa.com for trial or quality evaluation purposes in the ordinary course of business.

3. HUMAN RIGHTS AND DUE DILIGENCE

Supplier shall respect international declarations, conventions and recommendations, including, but not limited to the Universal Declaration of Human Rights and the UN Convention on the Rights of the Child, the fundamental conventions of the International Labour Organisation (ILO), the OECD Guidelines for Multinational Enterprises, and the UN Guiding Principles on Business and Human Rights.

Supplier shall respect and promote internationally recognized human rights in its own operations and in its entire value chain and, in accordance with UN Guiding Principles on Business and Human Rights, avoid causing or contributing to adverse human rights impacts through their/its own activities, and address such impacts when they occur, and seek to prevent or mitigate adverse human rights impacts that are directly linked to their/its operations, products or services by their business relationships, even if they have not contributed to those impacts.

Supplier shall practice due diligence and, where necessary, identify, prevent, end or mitigate adverse impacts of their activities on human rights and on the environment.

Supplier shall assess the risks relating to the manual labor (such as the use of potentially hazardous materials, operation of dangerous machinery or equipment etc.) by reference to the general knowledge of the risk factors in the industry and any specific risk factors identified by Supplier.

4. SOCIAL RESPONSIBILITY IN TRADE

Verkkokauppa.com is a participant of amfori, a business association for open and sustainable trade, and thereby committed to observing and promoting responsible working conditions and environmental practices in its supply chain in the spirit of continuous improvement according to currently valid amfori BSCI Code of Conduct. Among others, they relate to:

• Social Management System and Cascade Effect
• Workers Involvement and Protection
• The rights of Freedom of Association and Collective Bargaining
• No Discrimination, violence or harassment
• Fair Remuneration and progressive work toward living wages
• Decent Working Hours
• Occupational Health and Safety
• No Child Labor
• Special Protection for Young Workers
• No Precarious Employment
• No Bonded, Forced Labor or Human Trafficking
• Protection of the Environment
• Ethical Business Behavior

Verkkokauppa.com expects all its Suppliers to commit to the amfori BSCI Code of Conduct or an equally comprehensive social sustainability scheme approved by Verkkokauppa.com and upon request either demonstrate proof of an adequate due diligence process or proof of adherence to such an approved social sustainability scheme.

In addition, Verkkokauppa.com requires its Private Label Suppliers operating in risk countries to join amfori BSCI and to demonstrate a valid and satisfactorily completed amfori BSCI audit.

Alternatively, i) the Supplier may join an equally comprehensive social sustainability scheme, such as SA8000 or SMETA/Sedex, and demonstrate a valid third-party audit by a reliable and internationally recognized company with the relevant credentials covering an equivalent scope; or, ii) the Supplier shall at its expense undergo such a third-party audit commissioned by Verkkokauppa.com. The Supplier shall commence its audit process at the latest at the start of the co-operation.

The Supplier commits to work progressively to remediate any/the negative findings surfaced in an audit in the spirit of continuous improvement. Possible zero-tolerance situations, such as child labor or bonded labor, shall be addressed and mitigated according to the currently valid amfori BSCI zero-tolerance protocol.

5. ENVIRONMENTAL RESPONSIBILITY

Verkkokauppa.com wants to ensure that the products and services that it sells are produced in environmentally responsible way. Verkkokauppa.com expects its Suppliers to comply with all applicable environmental laws and to promote responsible environmental practices in their own supply chains. The Supplier shall look for ways to improve their environmental performance and adhere to the following minimum requirements:

5.1 Environmental management system

The Supplier shall implement procedures and/or set up an environmental management system and practices to identify, monitor and measure its environmental impact and continuously strive to improve its environmental work by minimizing the negative environmental impacts of its activities.

5.2 Energy and climate

The Supplier shall look for ways to reduce energy consumption and greenhouse gas emissions and to favor renewable energy, when available.

The Supplier shall, upon request, provide information on the greenhouse gas emissions related to the production of the products or services it provides to Verkkokauppa.com, or in the lack thereof, information about the Supplier’s energy consumption and source.

Verkkokauppa.com encourages its Suppliers to set targets to cut down their greenhouse gas emissions.

5.3 Waste

The Supplier shall establish and implement procedures and practices for waste management and disposal, minimize the production of waste and promote the reuse of materials.

5.4 Chemicals and hazardous substances, water and effluents, emissions to air

Supplier shall ensure the safe handling, movement, storage and disposal of chemicals and hazardous substances and abide by the relevant EU chemicals regulations (including, but not limited to RoHS and REACH). Verkkokauppa.com encourages its Suppliers to work towards reducing the use of hazardous chemicals where possible. The Supplier shall establish and implement procedures and practices for the treatment of effluents and emissions.

5.5 Circular economy and life-cycle perspective

The Supplier adheres to the valid EU rules and regulations relating to the ecological design (“Ecodesign”), and, in co-operation with Verkkokauppa.com, seek ways to extend the lifecycle of the products it provides to Verkkokauppa.com through for example product modularity, repairability and the availability of spare parts.

The Supplier shall aim towards employing a life-cycle perspective concerning the assessment of environmental impact from products and services and shall place environmental requirements also on its own supply chain.

5.6 Sustainable packaging materials

Verkkokauppa.com encourages its Suppliers to select packaging materials that are most suitable for the environment, use them efficiently, and continuously seek ways to reduce and optimize packaging materials.

In addition, Verkkokauppa.com requires its Private Label Suppliers to abide by Verkkokauppa.com’s packaging instruction valid from time to time as well as in co-operation with Verkkokauppa.com, seek ways to consider sustainability aspects of their packaging materials:

5.7 Biodiversity

The Supplier shall commit to protect the environment and understand the connections that its business has on biodiversity, for example related to water use and disposal, deforestation, or other, and, as relevant, take appropriate action to safeguard biodiversity.

6. RESPONSIBLE SOURCING OF CERTAIN HIGH-RISK MATERIALS

Verkkokauppa.com requires all its Suppliers to identify the possible connections that their business have on materials that pose a high risk on the fulfillment of human rights or sound environmental practices and practice appropriate due diligence by introducing necessary policies and practices to mitigate the related social and environmental risks.

Responsible minerals sourcing

Electronic products may contain the so-called conflict minerals of tin, tungsten, tantalum and gold extracted in a conflict-affected and high-risk areas, as well as other minerals or rare earth metals that carry a risk of adverse human rights and environmental impacts.

Verkkokauppa.com requires its electronics Suppliers to strive to prevent the harmful effects related to minerals from conflict-affected and high-risk areas and have the necessary policies and practices in place to ensure sustainable sourcing of minerals, compliant to the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas or equivalent. To the extent possible, the Supplier shall seek to minimize the use of conflict minerals in their supply chains.

When sourcing minerals directly, Supplier shall purchase only from responsible smelters, identified by using lists provided by third parties, such as that of Responsible Minerals Initiative.

When the Supplier engages in sourcing minerals only indirectly, e.g. though the purchase of components that contain minerals, the Supplier shall strive, within its sphere of on influence, to influence all parties in its supply chain to pursue the above practices.

Verkkokauppa.com requires its electronics Suppliers to, upon request, provide information on whether they engage in sourcing of minerals directly or indirectly.

7. COMPLIANCE, CONTACT AND WHISTLEBLOWING

Verkkokauppa.com expects all Suppliers to respect this Supplier Code of Conduct and actively endeavor to comply with them.

Verkkokauppa.com reserves the right to carry out audits and/or inspections or allow an independent third party of its choice to carry out such audits and/or inspections to ensure that Supplier complies with this Supplier Code of Conduct.

If Verkkokauppa.com finds that a Supplier does not comply with this Supplier Code of Conduct, Verkkokauppa.com will notify Supplier thereof and provide a detailed description of the corrective action required to be taken by Supplier to become compliant. In case Supplier disregards the notification or otherwise fails to take corrective action, to Verkkokauppa.com’s satisfaction, Verkkokauppa.com may terminate all agreements in effect between Verkkokauppa.com and Supplier.

The primary contact for enquiries relating to this Supplier Code of Conduct is the appointed contact person at Verkkokauppa.com. Alternatively, Suppliers can reach out to of the products it provides to Verkkokauppa.com for more specific guidance on the implementation of this Supplier Code of Conduct.

Verkkokauppa.com has also instigated a reporting channel for the reporting of suspected violations of the Company’s guidelines (Whistleblowing, e-mail: whistleblowing@verkkokauppa.com). If necessary, the reports can be made anonymously.