Terms of service
GSC OF METSÄ SPRING OY MUOTO® PRODUCTS
1. GENERAL PURPOSE These General Sales Conditions shall apply in their entirety to all quotations, orders, order confirmations, offers, contracts, agreements and deliveries of Muoto® products sold by Metsä Spring Oy to the Customer, unless otherwise specifically agreed upon in writing between the Parties. These General Sales Conditions shall overrule any other terms and conditions. Any amendments or deviations from these General Sales Conditions must be agreed in writing in a Contract entered into between the Parties. The Supplier hereby expressly objects to any terms submitted by the Customer which add to, vary from or conflict with the terms herein, unless specifically agreed to in writing by the Supplier.
2. DEFINITIONS In these General Sales Conditions the following terms shall have the meaning defined herein: “Customer” shall mean the legal entity (as specified in the Contract) buying the Products from the Supplier. “Contract” shall mean a specific contract and/or a confirmed purchase order or similar regarding the supply of Products and entered into between the Supplier and the Customer (including all appendices, agreed amendments and additions to such Contract) in the Muoto Shop or otherwise. In the absence of a framework agreement, each confirmed purchase order shall constitute an individual Contract as defined in clause 3 of these General Sales Conditions. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities or other interests, by contract or otherwise. “Economic sanctions” shall mean any sanctions and embargoes administered by the European Union, US Department of the Treasury, the United Nations and any similar sanctions or embargoes imposed by any other competent body or applicable law. “General Sales Conditions” shall mean these sales conditions. “Muoto Shop” shall mean the Supplier’s web shop where the Customer can make a purchase Contract concerning the Products. “Parties” shall mean the Supplier and the Customer jointly, and a “Party” shall mean each of them. “Products” shall mean the Muoto® products to be provided by the Supplier to the Customer as specified in any Contract. “Supplier” shall mean Metsä Spring Oy selling the Products to the Customer.
3. FORMATION OF A CONTRACT The Contract for an individual delivery shall be deemed to have been entered into i) when the Supplier has confirmed Customer’s order in writing without any amendment to it; or ii) when the Customer has accepted the Supplier’s firm and precise offer, or modified answer to the Customer’s order in full detail without any amendment to it.
4. QUALITY AND NO WARRANTY The Parties acknowledge that the Products are under development and are considered test-phase products produced in the Supplier’s demo plant. Therefore, the quality, product portfolio, availability, and available quantity of Products depends on e.g. the development of the Supplier’s demo phase production process. The safety and regulatory compliance properties of the Products are provided in the Product Safety Statement (Appendix 1 , as amended from time to time, “Product Safety Statement”). The Product Safety Statement shall be updated by the Supplier in accordance with the development of the Products. The Customer’s use of the Products shall be at its own cost and risk. The Customer shall use the Products in accordance with the Product Safety Statement. Except for what is explicitly provided under the Contract, these General Sales Conditions and the Product Statement, the Products are provided “as is”, and the Supplier does not give the Customer any warranty or guarantee, express or implied, for the Products, merchantability or fitness for a particular purpose or non-infringement of third party rights. In particular, the Supplier does not guarantee that the Products are fit for the purpose and market for which the Customer aims to use them or that the Products meet certain quality criteria.
5. DELIVERY AND TRANSFER OF RISK The Supplier shall take commercially reasonable efforts to make the delivery as close as possible to time agreed in the Contract. However, the Supplier does not guarantee any specific delivery time. The risk of loss or damage will pass to the Customer according to the delivery term specified the Contract.
6. CUSTOMER’S DELAY If the Customer does not collect the Products when available, or postpones a due delivery, the Supplier is entitled to place the Products for storage in a warehouse at the Customer’s expense. If the postponement exceeds two (2) weeks, the Supplier may cancel the Contract and claim damages and interest arising from such non-performance.
7. PAYMENT Payment for the Products shall be made by the Customer to the Supplier in such amount, currency, time and manner as agreed in the Contract and/or in the invoice. Value added tax will be added to the price. The risks relating to the payments as well as bank charges, fees, taxes and costs for remitting the payments are vested with the Customer. The payment is considered as made and accepted only when funds are cleared in the bank account specified in the invoice in the agreed amount and currency. The Customer ensures that all payments are made by the Customer from the Customer’s own bank account, the origin of the funds is legitimate and the bank account is not being used for any illegal purposes such as money laundering, tax evasion, terrorist financing or bribery. In the event a payment is delayed, the Supplier is entitled to charge annual interest on overdue amount in accordance with Finnish Interest Act (633/1982). In case of failure by the Customer to comply with the terms of payment, the Supplier has the right to cancel the entire Contract in question with a fourteen (14) days’ prior written notice to the Customer provided that the payment has not during such period been received by the Supplier. If the Customer fails to make a payment due under the Contract, the Supplier shall have the right to withhold further deliveries to the Customer under the Contract and under any other Contract made between them until payment is received by the Supplier.
Should the Customer become insolvent, enter into liquidation, have a receiver appointed or otherwise be found to be in such a financial position that it may reasonably be assumed that it will not be able to fulfil its payment obligations, the Supplier shall have the right to cancel the Contract if the Customer has not within ten (10) days of Supplier’s written notice provide a satisfactory guarantee for the fulfilment of the Contract.
8. RESERVATION OF TITLE The full legal title and ownership to the Products shall remain with the Supplier until the Customer has paid to the Supplier all sums due under the delivery of the Products and any other agreements between the Supplier and the Customer. If however delivery of the Products takes place later than payment then the ownership shall pass upon delivery. The Customer is, however, before the transfer of ownership, entitled to further process and sell the Products in the normal course of business.
9. LIMITATION OF LIABILITY AND INDEMNITY Supplier´s limitations of liability as to the quality and no warranty as well as delivery time are set out in section 4 and 5. Neither Party shall be liable for any indirect or consequential damage, including but not limited to loss of income or interruption of production or services. This limitation of liability does not apply to breaches of confidentiality obligations or damage caused by a Party’s gross negligence or wilful acts or omission. The Customer is solely liable for any and all loss and damage incurred to it or a third party from the Customer’s use, storage or disposal of the Products. The Customer indemnifies and holds the Supplier harmless from and against all third party claims, damage and loss relating to the Parties’ use, storage or disposal of the Products, and shall be responsible for obtaining sufficient insurance cover for use, storage and disposal of the Products by it under this Contract.
10. FORCE MAJEURE Neither Party is liable towards the other Party for delays or failures to fulfil its obligations if the delay or failure to is due to any event, which is not foreseeable and is beyond the control of the Parties and which could not have been prevented or overcome by reasonable efforts of the prevented Party (“Force Majeure”). The Party affected by Force Majeure shall be excused for its non-performance during the duration of Force Majeure. The Party affected by Force Majeure shall immediately notify the other Party about Force Majeure event and its consequences and expected duration. In the Force Majeure situation both Parties shall use their reasonable efforts to prevent or mitigate any damage or costs caused by such Force Majeure event and to ensure the continued and undisturbed business operations with regard to the Contract. If either Party is unable to fulfil its obligation due to a Force Majeure event for a period exceeding thirty (30) days, either Party is entitled to terminate the Contract in writing with immediate effect without any liability towards the other Party.
11. ECONOMIC SANCTIONS AND EMBARGOES The Customer undertakes to ensure that for the duration of the Contract: (i) neither it nor any person Controlling the Customer, personnel, directors, agents, affiliates or subcontractors is subject to any Economic Sanctions or is aware of or has taken any action, directly or indirectly, that could result in a breach of Economic Sanctions and do not sell, supply, transfer, directly or indirectly, the Products supplied by Supplier to countries or parties to whom the transaction would be in breach of the Economic Sanctions applicable to the Supplier or the Customer; (ii) it and each of its affiliates conducts its business in compliance with applicable Economic Sanctions and maintains a process designed to ensure continued compliance with Economic Sanctions; (iii) it will promptly notify the Supplier in writing providing relevant details, if it is unable to perform its obligations due to Economic Sanctions or becomes aware of circumstances under which the Customer has exposed the Supplier to the risk of being subject to Economic Sanctions and works with the Supplier to agree, within a commercially reasonable period, a practical solution to allow continuity of the Contract in a manner that is compliant with Economic Sanctions. However, the Supplier shall have the right at its discretion to cancel or suspend the performance of any delivery under any order confirmation and terminate the Contract with immediate effect.
12. ASSIGNMENT, NOTICES AND INVALIDITY The Customer is not entitled to assign or otherwise transfer the Contract in whole or in part to any third party without a prior written consent of the Supplier. The Supplier is entitled to assign the Contract to any Metsä Group company. Any notice, request, consent and other communication to be given by a Party under the Contract shall be made in writing by e-mail to the address or number indicated in the Contract. In case any of the provisions of these General Sales Conditions is invalid in part or in total, the validity of the remaining provisions or parts thereof shall not be affected thereby.
13. APPLICABLE LAW AND DISPUTES The Contract shall be governed by and construed in accordance with the laws of Finland, without reference to the conflicts of law rules. The applicability of the United Nations Convention on ContraOVERVIEW
This website is operated by Muoto. Throughout the site, the terms “we”, “us” and “our” refer to Muoto. Muoto offers this website, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse Service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the Service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES (if applicable)
Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Refund Policy: [LINK TO REFUND POLICY]
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or Service made on this site is void where prohibited.
We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
For more details, please review our Refund Policy: [LINK TO REFUND POLICY]
SECTION 7 - OPTIONAL TOOLS
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new Services and/or features through the website (including the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.
SECTION 8 - THIRD-PARTY LINKS
Certain content, products and Services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 9 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us, you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 10 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy, which can be viewed here: [LINK TO PRIVACY POLICY]
SECTION 11 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 12 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 13 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our Service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
You agree that from time to time we may remove the Service for indefinite periods of time or cancel the Service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the Service is at your sole risk. The Service and all products and Services delivered to you through the Service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall Muoto, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, Service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the Service or any products procured using the Service, or for any other claim related in any way to your use of the Service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Service or any content (or product) posted, transmitted, or otherwise made available via the Service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 14 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless Muoto and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, Service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 15 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 16 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 17 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and governs your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 18 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Finland.
SECTION 19 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 20 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at muoto.store@metsagroup.com.
Our contact information is posted below:
[INSERT TRADING NAME]
muoto.store@metsagroup.com
[INSERT BUSINESS ADDRESS]
[INSERT BUSINESS PHONE NUMBER]
[INSERT BUSINESS REGISTRATION NUMBER]
[INSERT VAT NUMBER] cts for the International Sale of Goods (CISG) is specifically excluded. Any dispute or claim arising out of or in connection with the Contract shall be finally settled by arbitration in accordance with the Arbitration Rules of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The hearings shall take place in Helsinki, Finland. The language of arbitration shall be English. Notwithstanding the above, the Supplier can take the dispute before a court of Customer’s domicile, main place of business or other appropriate court.