general Product terms and conditions

Last updated June 01, 2023

These General Terms and Conditions for Products (the “GTC”) shall apply in their entirety to all sales and deliveries of Products made pursuant to the Agreement between Hyperion Robotics Oy (Business ID 3133430-2,hereinafter the "Seller")and the customer identified in the Agreement (the “Customer”). The application of any other general terms and conditions is not binding upon the Parties, unless otherwise agreed in writing between the Seller and the Customer. 
This version of the GTC applies as of 8 June 2023. 

DEFINITIONS

The “Agreement” means the Order to which these GTC are attached to or otherwise referenced therein and all of the said Order’s appendices (if any). These GTC form an integral part of the Agreement. In the event of discrepancy between the terms set out in the Order and these GTC, the order of application of the documents shall be the following: 1: the Order, 2. these GTC.
 “Catalogue Products” mean the ready-designed catalogue products to be sold by the Seller and purchased by the Customer as specified in the Order(such as foundations, trenches, retaining walls, sound barrier walls, urban furniture, water tanks, other 3D printed or semi-precast elements, and associated products used for the construction, logistics and installation of the objects). 
“Custom Products” mean the customised concrete products to be sold by the Seller and purchased by the Customer, which will be 3D printed based on an adjusted design of an existing Catalogue Product to be created by the Seller (to meet the specifications provided by the Customer) as further specified in the Order.  
“Intellectual Property Rights” shall be understood in the broadest sense, including but not limited to any copyright, patent, trademark, utility model, design right, database protection right (whether the said is registered or unregistered) and applications for any of the foregoing respectively as well as any other rights whether eligible or not for registration and other rights producing rights without registration, inventions, know-how and Trade Secrets in or related to the products or services offered by the Seller, including the Products. The Seller and the Customer are jointly referred to as the “Parties” and each separately as a “Party”.
 “Products” mean the products to be sold by the Seller and purchased by the Customer as further specified in the Agreement. The term “Products” refers to both Catalogue Products and Custom Products. Consequently, the terms and conditions referring to “Products” in these GTC are the same for both Catalogue Products and Custom Products. 
“Order” means the agreement document (e.g. an invoice or purchase order document) issued by the Seller and approved in writing (e.g. by email) as such by the Customer regarding the sale and purchase of Products. 
“Trade Secret” means any Confidential Information which is not, as a body or in the precise configuration and assembly of its components, generally known among or readily accessible to persons who normally deal with the kind of information in question, which has financial value in the business activities of the holder and the lawful holder of which has taken reasonable steps to protect it. The Trade Secrets of the Seller include, but are not limited to, any non-public information relating to the Seller’s research and development, any of the Seller’s concrete or chemical mix recipes or formulas as well as any non-public technical or commercial information in relation to the designs, Products, structures, constructions, micro-factories or design or construction methods or processes of the Seller. 
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ORDERS

Product orders, payment method and delivery time must be agreed with the Seller. For larger orders, the delivery time is divided into weekly delivery batches. At the time of ordering, the Customer indicates the Product's type, dimensions, surface treatment, quantity, as well as the exact delivery address and contact person. The Customer shall be bound by and responsible for the accuracy of all information provided to the Seller.

TERMS AND CONDITIONS ONLY APPLICABLE TO CUSTOM PRODUCTS

The customisation shall be performed using the Seller’s working methods. The Customer shall provide the Seller with sufficient and correct information reasonably required by the Seller in order for the Seller to perform the customisation. The Customer shall be responsible for the information (including without limitation specifications, instructions, requests and feedback) provided to the Seller. Any information requested by the Seller from the Customer shall be provided by the Customer without undue delay. In the event that the Customer does not provide requisite information within three (3) business days from the Seller’s request, the agreed time schedule, if any, shall be extended with each following day of delay. 
All time schedules are estimates. If a Party deems that the time schedule cannot be met, the Party shall without delay inform the other Party of the reason for the delay and its estimated time of duration. The time schedule will be extended accordingly. Regardless of whether the Seller has been informed or not of a delay on the Customer’s side, the time schedule shall be extended with each day of delay.
Unless otherwise agreed in the Order, customisation work shall be invoiced on a time and materials basis in accordance with the applicable hourly rates of the Seller. If it is stated in the Order that the item price of the Custom Product includes customisation work or if a separate price for customisation has been stated, such price includes one round of customisation based upon the information provided by the Customer. If the Seller must amend a performed customisation due to the Customer making changes to any information (including without limitation specifications, instructions, requests and feedback) previously provided to the Seller and upon which the performed customisation is based upon, the Customer shall pay for the additional hours of work required due to such change on a time and materials basis in accordance with the applicable hourly rates of the Seller.  
The Customer shall, without undue delay from receiving notice of Results (such as customisation measurements), give its written acceptance or claims to the Results. If the Customer does not submit to the Seller such written claims within 7 days of receipt of the notice, the work included in the notice shall be deemed accepted. All Results shall be deemed accepted, and the Seller may put the Custom Products into production based on the Results, upon the occurrence of the earlier of the following:(i) when the Customer has given its written acceptance to the Results that the Customer has been notified of, or (ii) if the Customer does not make a written claim to the Seller regarding the notified Results within 7 days of receipt of notice. The Seller shall provide the Customer with a lead time for the Custom Products within a reasonable time from the date when all Results have been accepted.

PRICE

All prices are exclusive of any fees, taxes, duties, levies and other governmental charges and bank charges which shall be added to the amounts invoiced by the Seller in accordance with the relevant legislation.

PRICE INCREASE

The Seller reserves the right to increase its prices and to amend its price list without prior written notice to the Customer. The prices to be applied to the sale of Catalogue Products shall be those set out in the Seller’s price list valid at the time of the conclusion of the Agreement. If the price of intermediary products, individual raw materials such as steel, cement or aggregate increases by more than 1% after the conclusion of the Agreement, or the date of the latest price list of the Seller, and prior to delivery of the Products, or the combined effect of the price increase of raw materials is more than 1%, the Seller has the right to make changes to the prices stated in the latest price list or the agreed prices of the Products and to invoice such price increases from the Customer.

PALLET CHARGE

Some of the Products are packed on pallets. We charge €14.50/pc (VAT0%) for the pallets delivered in connection with the delivery of the Products. No refunds.

OPENING OF PALLETS

A handling cost of€20.00/opened pallet (VAT 0%) is charged for opening pallets.

PAYMENT PROCESSING

‍The Seller has the right to ask the Customer for a guarantee for the purchase price or to require cash payment. The Seller retains full ownership of the sold Products until a complete payment of all sums due under the Agreement has been received by the Seller. The Seller shall have the right to refuse delivery of Products which have not been fully paid for. 
If Products are delivered to the Customer before they have been fully paid for by the Customer, the Customer must, as a minimum, insure the Products without interruption from the time when the risk passes to the Customer until the Products have been finally and fully paid for and ownership to them have been transferred to the Customer. For clarity, no prices include any insurance. 

TERMS OF PAYMENT

Unless a different payment schedule has been agreed in the Order, the Seller may issue an invoice for the entire order when the Order is binding upon both Parties. The payment term is 7 days net. In connection with the invoices, the Seller charges the processing and invoicing costs valid at any given time. An invoicing surcharge of € 8.00 (VAT 0%) is added to invoices.
Unless otherwise agreed in the Order, all payments shall be made in euro. A payment is considered as accepted only when the funds are cleared in the bank account specified in the Seller’s invoice. 
In the event of late payment, 16% late payment interest is charged from the Customer. In addition to late payment interest, the Seller has the right to charge reasonable collection costs. Notwithstanding anything to the contrary in the Agreement, if the Customer has failed to pay any outstanding invoice after 14 days has elapsed from the due date of such invoice, the Seller is entitled to at its sole discretion suspend delivering and executing the Agreement, or demand prepayment and/or the provision of a guarantee until all unpaid invoices have been settled.

DELIVERY TIME

The delivery time of Products made to order is calculated from the day when all the information necessary for the production of the Product has been received from the Customer. The lead times are estimates. The Seller shall inform the Customer of any significant changes to a lead time estimate.

DELIVERY AND TRANSFER OF RISKS

Unless otherwise agreed in the Order, the prices set out in the Agreement or the Seller’s price list do not include delivery or shipping costs. The Customer is responsible for all costs relating to the transport of the Products, as applicable, including but not limited to all shipping and packing costs, duties, taxes and other charges as well as customs formalities.
If the Seller has expressly agreed to ship the Products, the Customer shall reimburse the Seller for the shipping costs in accordance with the Seller's transport price list valid at any given time or as otherwise agreed in the Order.
The risk of loss and damage shall pass to the Customer according to the delivery term specified in the Agreement and as defined in the most recent Incoterms rules of the International Chamber of Commerce (in case of shipping to another country than Finland) or Finnterms (in case of shipping to a location in Finland). In case no delivery term has been agreed on in the Order, the Products are delivered to the Customer FCA (Keran Hallit, loading bay 305,Karamalmintie 2, 02630 Espoo, Finland or another factory or warehouse in Finland specified by the Seller in the Agreement) (Incoterms 2020 for foreign destinations, Finnterms for destinations in Finland). Delivery shall take place and the risk of loss and damage shall pass to the Customer when the Products have been handed over by the Seller to the custody of a carrier at the site specified by the Seller or to a representative of the Customer, whichever comes first.
If, due to a cause attributable to the Customer, the Products are not delivered by the agreed time (e.g. the Customer does not collect the Products after being notified that they are available or postpones a due delivery), the risk of loss and damage shall pass to the Customer when the Seller has performed all of its agreed duties required in order to hand over the Products. In such case, the Customer shall be responsible for insuring the Products. In addition, the Seller shall be entitled to claim any costs incurred due to storage and redelivery. The Seller may, at its sole discretion, after 14 days of the Customer’s non-collection or postponement of delivery cancel the agreed delivery and/or claim damages and interest in addition to storage costs. If the Seller cancels the delivery, the Seller shall have the right, but no obligation, at its sole discretion, to sell the affected Products to any other party.

THE CUSTOMER'S RESPONSIBILITIES BEFORE DELIVERY TO A SITE INDICATED BY THE CUSTOMER

In case the Parties agree upon a delivery term where delivery takes place at a site not belonging to the Seller, the Customer must ensure that the passageways of the destination are in such condition that there is free access to the unloading site with a combination vehicle and prepare the unloading site and platform in such condition that the unloading of the Products can be carried out without delay and without damaging the Products. The recipient/unloader must be present when the transport arrives at the destination. The trucks used in Product deliveries can lift the pallets, depending on the unloading location, on average 5 meters away from the truck. If the unloading site does not meet the aforementioned requirements, the Seller will charge the additional costs incurred.
Transport by load delivered to one place are charged according to the Seller’s transport pricelist. The prices include a static unloading time of 1 hour, which starts when the transport has arrived at the unloading place. Charges for excess time€40.00/starting 1⁄2 hours/site (VAT 0%).

PICKUPS

If the Customer wishes to pick up ordered Products in one or several batches from the Seller’s site, the Customer shall inform the dispatch office of the Seller at contact@hyperionrobotics.com of the order number, Product and quantity to be picked up on the working day before the pick-up no later than at 12:00 EET. The ordered Products must be picked up from the Seller’s site at the latest within 14 days from the agreed delivery time. The Products can be picked up during the opening hours indicated by the Seller.

RETURNS

The sale and purchase is final. Delivered products cannot be returned.

QUALITY OF PRODUCTS

The Products shall comply with the type and quantity agreed upon in the Agreement. The Catalogue Products shall, in all material respects, comply with the relevant technical data sheet of the Products issued by the Seller and applicable at the time of the Agreement. The Customer acknowledges and agrees that the surface of concrete Products is uneven and varies from Product to Product. Aesthetical deviations shall not be considered defects.

INSPECTION AND CLAIMS

When the Products have been handed over to the Customer, the Customer shall immediately perform a visual inspection of the Products. If any packaging or any Product seems to be damaged, the Customer must ask the representative of the Seller or carrier, as applicable depending on who is present, to make a written note of the damage in question on the delivery note as well as immediately examine the condition of the Products and make a written claim to the Seller. The risk for damage and losses shall, nevertheless, be determined in accordance with the agreed delivery term. The Seller shall not be responsible for defects in a Product which were not present in the Product at the time of transfer of risk to the Customer. The Customer is solely responsible for the adequate storage of the Products after delivery has been made. 
The Customer must inspect and check the quantity and quality of all delivered Products without undue delay and check that the Products conform with the Agreement and that the delivery contains all the ordered Products. The Customer must immediately inform the Seller of any defects and errors found and present any claims to the Customer no later than fourteen (14) days after receiving each Product. In case the Customer takes the Product into use before the 14-day period has passed or does not present its claims within the 14-dayperiod, the Customer has lost its right to present claims in respect of defects and errors that were detected or should have been detected during an inspection(i.e. anything but Latent Defects). In any notices of claims, the Customer must identify the Products clearly and state in sufficient detail the facts on which its claim is based, including the number of missing/defective Products and descriptions of the alleged defects as well as the order number and similar other identification numbers. All claims regarding visible defects in Products shall include photographs of the alleged defects. If an allegedly defective Product or an incorrect Product is put into use, the Seller is not responsible for any additional costs or damage caused by the use of the Product. 
After the aforementioned 14-day claims period, claims may be made by the Customer only for such defects which the Customer proves that: (i) could not have been detected during the 8-day period by a reasonable inspection, and(ii) were present in the Product at the time of transfer of risk to the Customer (“Latent Defects”). The Customer may not base a claim on a Latent Defect in the Products if the Customer has not notified the Seller of the Latent Defect within 14 days following the detection of the Latent Defect, or following an inspection of the Products in which the Latent Defect should reasonably have been detected.
The Seller’s liability for Latent Defects shall in any case end two(2) years from the time of transfer of risk to the Customer. If the Customer has not adequately notified (in accordance with the requirements for notices of claims set out above) the Seller of a Latent Defect within two (2) years from the time of transfer of risk to the Customer, the Seller is not responsible for such Latent Defect. 
The Seller’s liability for defects shall not extend to defects resulting from ordinary use of the Products or the negligence of the Customer, including e.g. unsound or improper installation or maintenance of the Products. The Customer shall adhere to any instructions regarding the Products provided by the Seller. The Seller shall not be held responsible for defects or damage resulting from improper adherence of the Customer to any information or instructions. 
The Seller’s liability for defects shall not extend to defects caused by the Seller’s adherence to, or compliance with, information (including without limitation specifications, instructions, requests and feedback)provided by the Customer. The Seller’s liability for defects/non-conforming Products (including Latent Defects) shall be limited to the Seller’s obligation to within a reasonable time (considering the normal production schedules and delivery times of the Products): a) repair the defective Product(s), b) replace the defective Product(s) with defect-free Product(s), or c) deliver the missing Product(s) to the Customer. The Seller shall have the right to choose whether it repairs or replaces a defective Product. Defective/damaged/non-conforming Products shall be returned to the Seller, at the cost of the Seller, if the Seller chooses to have them returned to it. These GTC set out the Customer’s exclusive and sole remedy for defective, damaged or non-conforming Products. 
The Seller shall reimburse reasonable direct expenses incurred by the Customer for handling and storing damaged/defective/non-conforming Products for which it is liable, but the Seller shall not otherwise be liable to the Customer or any third party for any other direct, indirect or consequential compensation or damages of any kind whatsoever because of the defective or short delivery. 

DISPOSAL INSTRUCTIONS

The Customer shall take care of collecting and transporting the packaging waste of the Products. Waste should primarily be put to good use and the Customer shall recover packaging waste whenever possible. The concrete waste generated from the concrete Product can be delivered to a licensed utility. The Customer shall always confirm with its applicable environmental authority where the waste shall be disposed of.

INTELLECTUAL PROPERTY RIGHTS

The Customer only purchases and receives title to the purchased physical Products, and for clarity, no Intellectual Property Rights thereto. The Seller shall be the sole owner of all Results and shall be free to exploit any and all Results without any restrictions. 
All rights, title, and any Intellectual Property Rights to and relating to the Seller’s proprietary know-how and technology (“Hyperion Technology”), including without limitation any micro-factory, software, models, designs, drawings, specifications, reinforcement strategy, mechanisms, technical documentation, and construction materials and their recipes and formulas, as well as any other related products, samples, information, documents and materials delivered or disclosed by the Seller to the Customer, as well as any copies, modifications, translations, amendments, and derivatives thereof (all previously mentioned “Hyperion Material”) shall be and remain the exclusive property of the Seller or its licensors, as applicable. No transfer of title to any Hyperion Material or transfer of any Intellectual Property Rights of the Seller or any of its licensors shall take place in connection with the Agreement. 
The ownership and all other rights, including all Intellectual Property Rights, to any and all outcome, deliverables, developments, creations, designs, customisations, specifications, calculations, measurements, mechanisms, reinforcement strategies, technology, digital models, materials, reports and documents relating to the Agreement (including without limitation the Products)and created or developed by the Seller or any other party in relation to the Agreement, as well as any copies and preparatory work in relation thereto (“Results”), if any, shall belong solely to the Seller. Such rights shall include the perpetual right to amend any Results as well as the right to further transfer and license the Results to third parties. The Customer shall have the right to use the physical copies of Products purchased by it, but the Customer shall not in any manner exploit any Intellectual Property Rights or Results relating to any Products.

RESTRICTIONS ON USE

The Customer shall not itself, and shall be responsible for that no third party having access to any Products, Hyperion Material or Results under any circumstances:
(i) sell, lease, license, distribute, pledge, assign or otherwise transfer anything to which the Seller holds rights, including Products, Hyperion Material and Results, to a third party, unless the Seller has provided its express prior written consent thereto  (however, once title to the sold physical Products has passed to the Customer, the Customer may transfer title to the physical Products or pledge them to a third party (who is not a competitor of the Seller) as long as the Customer has not purchased the Products with the intention of acting as a reseller or distributor of Products);
(ii) act as the owner or other rightsholder of anything to which the Seller holds rights, including Hyperion Material and Results;
(iii) copy, circumvent, reverse engineer or create derivative works of any Products(including for clarity the sold physical Products), Hyperion Technology or Results, including their technology, design, construction, features, functionalities, logic, source code, and usage restrictions and limits;
(iv) probe, scan, or test the vulnerability of any Hyperion Material or Results;
(v) use anything to which the Seller holds rights, including Products, Hyperion Material and Results, in a manner that accesses or uses any information or Products beyond what the Seller allows under the Agreement or has otherwise specified or that breaks, or circumvents any of the Seller’s technical or administrative security measures;
(vi) use anything to which the Seller holds rights, including Hyperion Material and Results(including for clarity the sold physical Products), to create a product or service substantially similar to the products (including Products) or services of the Seller;
(vii) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices, or any other markings from the Products, Hyperion Material or Results;
(viii) change or modify or attempt to change or modify the Products, Hyperion Material or Results; or(ix) use the Products, Hyperion Material or Results in violation of applicable law or regulations. The Customer shall be liable for ensuring that any third party (who gains title to, possession of and/or access to the physical Products first purchased by the Customer or who gains access to Hyperion Material, which was initially provided by the Seller to the Customer)becomes aware of and adheres to this section “Restrictions on Use” in its entirety. This section “Restrictions on Use” shall in its entirety apply to each and every party to which the title to, possession of and/or access to the sold physical Products is transferred during the lifetime of the sold physical Products as if such party was the “Customer”.

CONFIDENTIALITY

The Customer may not use, duplicate, or reproduce any Hyperion Technology, Hyperion Material or other Confidential Information, nor reveal their content to any third party without the prior express written consent of the Seller. All Hyperion Material shall be Confidential Information.  
The Parties shall keep confidential and not disclose to any third party any Confidential Information received from the other Party or otherwise learned in connection with the Agreement. A Party (“Receiving Party”) shall not use Confidential Information received from the other Party (the “Disclosing Party”) for any other purposes than the fulfilment of its rights and obligations under the Agreement. 
Confidential Information shall for the purposes of the Agreement mean all confidential and/or proprietary information, concerning the business of the Disclosing Party or a third party (such as a customer, supplier, partner, agent or distributor of the Disclosing Party), disclosed indirectly or directly in any form whatsoever by the Disclosing Party to the Receiving Party, whether or not labelled as “confidential”, including, without limitation, information concerning e.g. research and development, financial, technical, scientific, commercial, marketing or operational matters, including but not limited to strategies, customers, suppliers, products, processes, procedures, concepts, inventions, know-how, Trade Secrets, testing materials, plans, samples, specifications, parameters, documents, data, correspondence, records, notes, methods, designs, drawings and manuals. All memoranda, analyses, studies, interpretations and other documentary material which is based partly or completely on Confidential Information is also considered Confidential Information. 
Nothing pertaining to Results shall be the Confidential Information of the Customer. For clarity, the Seller’s rights (including without limitation exploitation rights) in relation to Custom Products shall not be limited in anyway by any section of the Agreement even if the designs, specifications, construction methods or the like are impacted by information provided by the Customer. The Receiving Party shall ensure the confidentiality of the Disclosing Party’s Confidential Information at least with the same degree of security as it applies to its own Confidential Information. The Receiving Party has the right to copy any Confidential Information only to the extent necessary for the fulfilment of its rights and obligations under the Agreement and only disclose Confidential Information to its employees, other representatives and subcontractors on a strict need-to-know basis for the sole purpose of fulfilling the Receiving Party’s rights and obligations under the Agreement. The Receiving Party shall ensure that its employees, other representatives and subcontractors comply with all confidentiality provisions specified in this section “Confidentiality” and be liable for any breach by them. 
The obligation of confidentiality shall not apply to material and information which:
(i)  is or becomes generally available or otherwise public due to a reason other than the breach of the Agreement;(
(ii)  the Receiving Party has lawfully received from a third party without any obligation of confidentiality;
(iii) the Receiving Party has developed independently without using material or information received from the Disclosing Party; or
(iv) the Receiving Party shall disclose pursuant to law, decree or other order issued by a competent regulatory or governmental body or other public authority or a judicial order, in which case the Receiving Party shall, to the extent reasonably possible, inform the Disclosing Party in writing of the disclosure of information prior to its disclosure. 
The Parties shall promptly upon termination of the Agreement or when a Party no longer needs the Confidential Information received from the other Party for the purposes of the Agreement, cease using the Confidential Information and, unless the Parties separately agree on destruction of the Confidential Information, at the request of the other Party, return the Confidential Information received from the other Party, including any documents, material and copies containing Confidential Information of the other Party. 
The rights and obligations defined in this section “Confidentiality” do not limit the Seller’s right to use the expertise and know-how acquired by it in connection with the Agreement. The rights and obligations of the Parties under this section “Confidentiality” shall remain in force during the term of the Agreement and for a period of five (5) years from the termination of the Agreement. However, with respect to any Confidential Information that constitutes a Trade Secret, the Receiving Party’s confidentiality and non-use obligations under the Agreement shall survive and remain in effect until trade secret protection is lost under applicable law. For clarity, this clause shall survive the termination of the Agreement. 

·EXPORT AND IMPORT RESTRICTIONS

Each Party shall comply with all export and import control laws and regulations applicable to it.

SUBCONTRACTORS

Unless otherwise agreed in writing between the Parties, the Seller shall have the right to subcontract its obligations under the Agreement. The Seller shall be liable for the performance of its subcontractors as for its own performance.

OTHER CUSTOMERS

The Seller shall be free to offer, sell and supply the same or similar Products to other customers without any restrictions.

PROMOTION

The Customer agrees to allow the Seller to use the Customer’s name and logo in the Seller’s digital and physical marketing materials and platforms, including the Seller’s website, indicating that the Customer is a customer of the Seller and a purchaser of the Products purchased by the Customer. 

FORCE MAJEURE

Neither Party shall be held liable for any failure of or delay in performance of its obligations if performance is prevented or delayed by a cause beyond such Party’s control, which the Party could not have foreseen at the time of conclusion of the Agreement and the consequences of which such Party could not have reasonably avoided or overcome (“Force Majeure”). Such causes shall include disturbances in public transportation or data communication, lack of energy or raw material resources or their delivery, war, riot, terrorist attack or acts or orders of any competent civil or military authority, strike, blockade and other labour disputes, pandemic, fire, flood and natural disaster and other similar causes and defects as well as delays in performance and non-performance by a subcontractor if caused by Force Majeure. 
The Party whose performance is so prevented shall promptly inform the other Party of the Force Majeure event and such Party shall use all reasonable efforts to mitigate damage to the extent possible. If a Force Majeure event prevents the performance of the Agreement for more than ninety (90) days, each Party has the right to terminate the Agreement by written notice to the other Party.

LIABILITY

Neither Party shall be liable towards the other Party for any consequential or indirect damage or loss, including but not limited to loss of profits, income, customers, business or opportunities, or interruptions in such. To the extent possible under applicable law, the Seller shall not be liable for any claims, damages or losses of third parties or death or injury to any person or property. The Seller shall not be liable for any costs or any consequential or indirect or direct damage or loss due to any delay in delivery. The Seller’s total and aggregate liability under the Agreement shall be limited to one hundred per cent (100 %) of the total price (excluding value added tax) paid by the Customer to the Seller for the Products on the basis of which the claim is made. The aforementioned limitations of liability shall not apply: a) to damage or losses caused intentionally or resulting from gross negligence, or b)to damage or losses caused by a breach of any part of the following sections of these GTC: “Intellectual Property Rights”, “Restrictions on Use” and “Confidentiality”. 
Notwithstanding anything to the contrary in these GTC, the Customer agrees to defend, indemnify and hold the Seller harmless against any and all claims, proceedings, actions, fines, losses, costs, expenses, liabilities and damages arising out of or relating to the Customer’s or any other party’s (who has had access to Hyperion Material or Confidential Information of the Seller, which was initially provided by the Seller to the Customer, or who has had access to the Products originally sold to the Customer): a) failure to comply with any part of section “Restrictions on Use” of these GTC, b) disclosure or use of the Seller’s Trade Secrets, which is not in compliance with the Customer’s obligations set out in the Agreement, or c) use of the Seller’s Intellectual Property Rights, which is not in compliance with the Customer’s obligations set out in the Agreement. 
The Customer agrees that it will at its own cost comply with all applicable laws, statutes, regulations, ordinances and public agency requirements relating to the import and use of Products. Notwithstanding anything to the contrary in these GTC, the Customer agrees to defend, indemnify and hold the Seller harmless against any and all claims, proceedings, actions, fines, losses, costs, expenses, liabilities and damages arising out of or relating to any claim and/or lawsuit by any party relating to or arising out of the Customer’s or any other party’s use of the Products originally sold to the Customer or the Customer’s or any other party’s (having access to the Products)failure to comply with applicable laws, statutes, regulations, ordinances or public agency requirements. In particular, the Customer agrees to comply with all applicable quality and safety laws and regulations in relation to the use of the Products. 
The Seller hereby excludes and disclaims all conditions, warranties, guarantees and representations that are not expressly set out in the Agreement or which are implied, statutory or customary and which, but for this exclusion and disclaimer, would or might subsist in favour of the Customer, including but not limited to warranties as to fitness for a particular purpose. The Customer is responsible for investigating the technical data sheet of the Products and testing and investigating the Products enough to form an independent judgment concerning their suitability for the use intended by the Customer. The Customer shall be solely responsible for any use and handling of the Products and for assessing the suitability of use of the Products with the Customer's own products. The Seller’s liability against the Customer shall not be extended to any third party in case the ownership or possession of Products is transferred from the Customer to any third party. For clarity, the Agreement does not permit the Customer to act as a reseller or distributor of the Products. The Customer is prohibited from selling, otherwise transferring or providing access to any Products to any competitor of the Seller

TERMINATION

The Agreement is in force until both Parties have fulfilled all their obligations under the Agreement, including, without limitation, full payment of the price of the Products and all additional payment obligations such as delivery and handling costs, as applicable. Regardless of the above, each Party may terminate the Agreement with immediate effect if the other Party: a) is in material breach of the Agreement and does not remedy such breach within 30 days from receipt of a written notice thereof from the other Party; or b) is declared bankrupt, is put into liquidation, is unable to pay its invoices when due or is made subject to any other similar procedures. The Customer’s failure to: a) make a payment by the due date of an invoice shall be considered a ”material breach” if full payment of the undisputed part of the invoice has not been made within 14 days of its due date, and b) deliver information requested by the Seller (e.g. information requested in relation to customisation work) within 21 days from the request. The terms of these GTC, which owing to their nature should survive termination of the Agreement (including without limitation sections “Intellectual Property Rights”, “Restrictions on Use”, “Confidentiality” and “Liability”) shall survive the termination of the Agreement and be binding on the Parties and their respective permitted assigns and successors (which will be the “Customer” and “Party” in respect of their obligations towards the Seller).

NOTICES

Notices to a Party shall be made in writing by email, mail or courier to the address or email address indicated in the Agreement. The notice shall reference the Agreement or invoice, as relevant. Changes to the contact details of a Party shall be informed to the other Party. A notice sent by email shall be deemed received on the day and time it was sent, a notice sent as registered mail shall be deemed received five (5)days following the day it was mailed and a notice sent via a courier shall be deemed received when it has been delivered to the recipient.

AMENDMENTS

All changes and amendments to the Agreement must be agreed in writing to be valid.

ASSIGNMENT

The Seller shall been titled to assign, without the Customer’s consent, the Agreement or any part of it to an affiliate or successor, or to a party to which a business unit of it that is substantially part of the performance of the Agreement is transferred to in part or as a whole. The Customer shall not be entitled to assign the Agreement or any part of it to a third party without the prior written consent of the Seller.

APPLICABLE LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the laws of Finland without regard to its principles and rules on conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods (1980) does not apply to the Agreement. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. Regardless of the above, the Seller shall, instead of arbitration, have the right to submit claims regarding payment obligations to the applicable public court.