Terms and conditions

B&C

Polarmoss online shop

Effective from 3.June 2019.

1.Scope of application and agreement to the terms

These Polarmoss Oy online shop (”eShop”) terms and conditions are applied to the products purchased via Polarmoss.fi website and between Polarmoss Oy (”Polarmoss”) and the customer (”Customer”).

The eShop user ("Customer") should carefully read these Terms before using the eShop.

The terms are applicable to all actions taken by the Customer in the eShop.

Your contracting party in all purchase transactions from the eShop is Polarmoss Oy:

Polarmoss Oy

Business-ID: 0596738-4

Domicile: Hailuoto Address: Viinikantie 48 , 90480 Hailuoto

Customer service: contact@polarmoss.fi

Polarmoss has the right to update these T&C at any time. The updated T&C are applied to orders made after the new T&C’s effective date. The Customer accepts these T&C by placing an order and commits to complying with the T&C as such and at the same time, accepts the use of his/her personal data and cookies according to the Polarmoss Privacy Policy- and cookie policy.

Please note, that in addition to the rights defined in these T&C you may have other rights pursuant to the applicable legislation, which may vary by country.

When these T&C mention a product (“Product”), it refers to a product available in the eShop or to a product that has been ordered from the eShop.

2.Visiting the eShop and registration

The eShop is open to everyone, minimum age 18 and over, with a permanent delivery address and a functional email address, and who order Products from the delivery range of the eShop. The Customer must enter the correct personal data when visiting the eShop.

The Customer is responsible for the correctness of the data, and is responsible for notifying Polarmoss about any changes in the data without undue delay. The Customer must be the legal owner of the debit/credit card used for the purchase. To place an order from the eShop, the Customer must enter his/her name, address, phone number, payment details and other data required to make the purchase.

After placing the order, the Customer will receive a payment verification by email with an order confirmation and the details of the order number and the products ordered. The Customer will also receive a delivery confirmation by email after the order has been shipped. If all the ordered products cannot be sent in the same parcel, customer service will contact the Customer usually by email. The Customer is not responsible for additional shipping costs, if the products ordered require dispatch in several parcels.

The Customer has the right to cancel the order without cost before receiving the delivery confirmation. The cancellation can be done by contacting customer service by emailcontact@polarmoss.fi

Please find out more about returning the product after receiving the delivery confirmation under Cancellation rights. The Customer may register as an eShop customer, and make the shopping experience in the eShop faster. Registration is free of charge. Registration is made using a functional email address and a password chosen by the customer. The Customer is responsible for keeping the password safe and secret, and is responsible for all actions that take place using the user credentials (“Customer account”) in the eShop. The Customer must immediately contact Polarmoss, if the Customer notices or suspects that his/her credentials have come to attention of a third party, or that the credentials have been misused. Polarmoss has the right to freeze or close the Customer’s account, if Polarmoss notices any misuse of the Customer account.

The Customer’s personal data is handled on the basis of the Privacy Policy. Personal and payment data are handled using an encrypted connection.

1.Customer-generated content in the eShop

The Customer agrees not to produce or convey any content to the eShop, which is against the law or is offensive or inappropriate in any other way, or infringes third party rights, or advertises a third party’s products or services without authorisation.

The Customer may only send, deliver or publish such content to the eShop to which they have full rights of ownership and use, including the right to convey such content to Polarmoss and give Polarmoss the right to publish and use the Customer’s content, without financial compensation, for the purpose for which it has been collected.

Polarmoss does not conduct a preliminary check of the content the Customer produces or conveys to the eShop, and is not responsible for it in any way. Polarmoss reserves the right, at any time according to its own judgment and without prior notice, to remove Customer-generated content, which Polarmoss deems to be in breach of these Terms or believes to be otherwise harmful/detrimental to Polarmoss or third parties, or to change content according to its own judgment, e.g. to correct spelling mistakes. Anyone can ask for content they have conveyed to the eShop to be removed by contacting Polarmoss Customer Service. Polarmoss shall decide whether to accede to such a request.21.Customer and consumer protection

The relationship between the consumer customer and Polarmoss is governed by these T&C and the current consumer protection legislation. For the purpose of consumer protection, it is not relevant whether the consumer customer has been registered or not. The relationship between a company customer and Polarmoss is primarily governed by these T&C and, secondly, current trading legislation.

2.Product information and Product availability.

Polarmoss aims to provide correct and updated information on the products and their availability in the eShop, but cannot guarantee the accuracy of the data or the availability or sufficient number of products. Only a limited number of some products are produced, or a product may be temporarily sold out.

If, after receiving an order, it is discovered that the product ordered has sold out either temporarily or permanently notwithstanding the number of products the system has stated to the customer, Polarmoss notifies this to the Customer without undue delay using the contact information provided, usually by email.

If the product ordered is completely unavailable, Polarmoss commits to reimbursing in full the price paid to the Customer, and the purchase transaction is deemed cancelled in respect of this specific product. In cases like this, Polarmoss Customer service will contact the Customer, and the Customer has a choice of prolonging the purchase transaction by accepting a longer delivery time, if manageable by Polarmoss. Or instead the Customer may choose a replacement product.

Polarmoss has the right according to their own judgement to update Product descriptions at any time without prior notice. Polarmoss strives to ensure that Products are presented in the eShop in realistic colours and as they truly are. Product photos are sample illustrations of the Products, and we aim to present them as they are, however, for example, the lining, press-buttons or string colours may vary in the product sold to the Customer, but only in those cases where it does not extensively affect the Product’s appearance.

3.Prices and taxes

The stated prices are applicable only to orders placed in the eShop. All prices displayed in the eShop are the full retail prices of the Products. Prices include VAT, or other applicable taxes per country. Prices do not include shipping costs. Shipping costs per order are displayed at the check-out, when the Customer chooses the delivery method. Polarmoss reserves the right to change prices and shipping costs in such a way that such changes are only applied to orders made after the changes become effective. Prices are given in Euros.

Polarmoss reserves the right to cancel the Customer’s order, when there is an obvious and acute price error on the ordered product. This means a possible Product pricing error in the eShop such that the Product price differs significantly from the general price level of similar Products where it is obvious to the average consumer that the price must be an error. Obvious price errors, for example, are a missing price or one given as €0.00, or if the Product’s displayed price is too low compared to the general conception of an applicable product price.

4.Shipping costs and methods

Polarmoss delivers the Products as soon as possible after receiving the order. This takes from 4 to 10 working days, but during high seasons it can take up to 10 working days. High seasons mean sales campaigns or the release dates of new collections. Some Products may have a longer delivery time, and in such cases, information is provided in the Product data. If the order includes products with different delivery times, the order is shipped in a single delivery after the entire order is ready to be shipped, unless Polarmoss notifies an alternative.

Polarmoss delivers to Finland via the Posti parcel services. Polarmoss delivers outside Finland via the GLS parcel services .

The Customer may choose between quick delivery to a pick-up point or home delivery, when the order is shipped on the next working day at the latest, and this applies during the high season as well. If quick delivery is chosen for a Product with a longer delivery time, it will be delivered within the time range of the given delivery time.

5. Payment methods

For an easy and safe shopping experience Polarmoss eShop offers the following payment methods:

- The most common credit cards (Visa, Mastercard, Visa Electron)

- Internet banks

- PayPal Our payment service facilitators and providers are Paytrail Oy, co-operation with Finnish banks and lenders. Payment service providers are third parties, with whom Polarmoss has entered into a contract. The Customer enters all credit card or internet bank payment details on the bank or payment service provider’s site. Polarmoss uses an encrypted SSL-connection for telecommunication connections.

6.Credit card payments

Verification via payment card in the eShop is hassle-free and safe. Polarmoss has no access to card details, and payment card details are not stored in the eShop information system. We accept Visa, MasterCard payment cards in our eShop. Please note your payment card’s safety limit for online shopping. You can check and amend this in your own internet bank or at your bank’s premises. Credit card information is always handled in an encrypted SSL-internet connection during a transaction.

Our eShop uses international Verified by Visa and MasterCard SecureCode verification services to verify the card holder’s identity. Card payments for the eShop are offered by Paytrail Oy, which is given as the payment receiver on the card invoice. They will remit the card payment to Polarmoss.

The bank statement and card invoice give Paytrail Oy as the payment receiver. They will remit the card payment to Polarmoss Oy. Paytrail Oy has an official permit to operate as a payment institution. If an issue arises, please in the first instance contact Polarmoss Customer service.

Internet banks The Customer can pay for purchased goods using the internet payment buttons. When the Customer uses an internet bank as the payment method, the Customer will be transferred temporarily from the eShop to the internet bank or the Polarmoss partner’s (Paytrail Oy) website, and pays for the chosen Products directly from his/her bank account. The transaction is visible on the bank statement, and the payment receiver is Paytrail Oy, who remits the payment.

7.Cancellation rights

Purchases made from the eShop are distance selling in the context of consumer protection legislation. If the Customer wishes to exercise the right to cancel, a return notification must be made within 14 days of receiving the Products. You can make the return notification by email to Polarmoss customer service (contact@polarmoss.fi). The products that you wish to return must then be sent without undue delay to Polarmoss, and within 14 days at the latest. The return notification can also be made by returning a return form that the Customer must send with the return shipment within 14 days after receiving the Products. Delivery instructions can be found LINK HERE

When a Customer cancels an order placed in the eShop, and unless otherwise agreed, Polarmoss will refund the payment made by using the payment method that the Customer used in the initial purchase transaction. Polarmoss will refund the payment amount without undue delay after handling the customer return, that is 14 days after receiving the Products, at the latest. The refund does not cover additional costs incurred by a delivery method other than the least expensive and chosen by Polarmoss. If only part of the order is returned, the shipping costs are not refunded. The Customer is responsible for any damage to the product, and Polarmoss has the right to deduct the amount from the reimbursement, that covers the damage to the Product compared to the Product’s original value. If the Product has become unsellable because it has been used, the Customer is responsible for its entire value, and the cost of return, if the Customer wants to return the Product.

The Customer has the obligation to handle and pack the Product with care, in order to avoid damage during transit. The Customer must attach information about the returned Products with the return. The parcel for delivery must be taken to a Posti service point, and the Customer must obtain a return receipt. The shipment cannot be dropped at a mailbox for delivery.

8.Returns within Finland

Returns via Posti: The Customer needs to visit: http://posti.fi/palautapaketti and enter the parcel tracking code received from Polarmoss to receive the Helposti-code. The Helposti-code from the Posti website must be written on the parcel along with the sender’s and recipient’s name and address. The Customer can drop off the parcel to either an automat or Posti office.

Polarmoss address:

Polarmoss Oy

Viinikantie 48

90480 Hailuoto

Alternatively, the Customer can write the Polarmoss address and the contract number on the parcel: Returns from outside Finland

The Customer must contact Polarmoss customer service (contact@polarmoss.fi). Polarmoss arranges the return via GLS in such a way that the Customer does not need to pay for the return shipment.

9.Delivery or Product errors

After receiving the delivery, the Customer must check without undue delay that the delivered Products are not damaged and are error-free in all aspects. The Customer must also ensure that the delivery contains all the Products that the Customer ordered.

Polarmoss is responsible for errors in delivery and the delivered Products according to consumer protection law chapter 5. If the Products received by the Customer are erroneous or do not comply with the order, the Customer must immediately contact Polarmoss Customer service (contact@polarmoss.fi

If Polarmoss has delivered a Product that does not comply with the order, Polarmoss will usually try to correct the error by delivering to the Customer the correct Product, and the Customer will return the wrong Product to Polarmoss free of charge.

If the delivery has been damaged during shipping, Polarmoss advises to leave the delivery uncollected, and to contact Polarmoss Customer service.

After the Product subject to the complaint has been returned, and the complaint has been deemed justified, Polarmoss will reimburse the Customer according to the applicable consumer protection legislation. Polarmoss will endeavour to complete the transaction within 30 days after receiving the Product subject to the complaint. If the Product subject to the complaint is not erroneous in a way covered by consumer protection legislation, Polarmoss may reject the complaint, and the Customer is liable for the shipping costs incurred by the return delivery.

If the Product is erroneous, the complaint must always be made directly to the place of purchase. These T&C do not restrict the Customer’s applicable rights according to consumer protection law nor the Merchandiser’s legal liability for product errors, including the Customer’s right to demand fixing the error or replacing the product with a new one.

10.Links to external websites

The eShop may contain links to third party websites or services. Even though the third party may be connected to Polarmoss, it is not possible for Polarmoss to control these linked sites or services, as they all have their own separate and independent terms and conditions and/or privacy and data collection policies which differ from those applied by Polarmoss. These linked websites and services are offered only for convenience, and the Customer uses them on his/her own responsibility.

11.Validity

If any of the terms in these T&C are deemed invalid, illegal or unenforceable, the stated term is enforced according to the widest extent of the applicable law. This does not affect the validity, legality or enforceability of other terms.

12.Force majeure

Unless the applicable and mandatory legislation states otherwise, Polarmoss is not responsible for any delay or damage caused by circumstances beyond Polarmoss’s control. These may be general strikes, war, fires, lightning, terrorist attacks, amendments to official regulations, technical problems, defects in power/telecommunication/computers or any other communications and defects and delays in subcontractors’ services caused by the aforementioned circumstances. If such a condition arises, Polarmoss will inform the Customer. If the situation lasts for more than two (2) months, both the Customer and Polarmoss have the right to interrupt the purchase transaction made in the eShop with immediate effect.

13.Applicable law and dispute resolution

Finnish law is applicable to these T&C. All disputes related to these T&C or eShop and purchases from the eShop are resolved in the first instance by negotiations between Polarmoss and the Customer. If the Customer is not happy with the resolution of the dispute, the Customer has the right to contact the Consumer Advisory Board and ask for a resolution from the Consumer Disputes Board.

In the case of dispute, Polarmoss aims to comply with the resolutions of the Finnish national consumer disputes board or other similar European authorities. Furthermore, the Customer has the right to file a disputed case in the Oulu district court or to the Court of First Instance of his/her own domicile.

 

B&B

TERMS AND CONDITIONS

TERMS AND CONDITIONS OF COMMERCIAL SALE OF POLARMOSS LTD. OFFER, CONFIRMATION OR AGREEMENT

These terms and conditions of commercial sale of Polarmoss Ltd (“Terms and Conditions”) apply to and form an integral part of all quotations and offers made by Polarmoss Ltd (“Polarmoss”), all acceptances, acknowledgements, and confirmations by Polarmoss of any orders by the Buyer and any agreements where these Terms and Conditions have been referred to (“Agreement(s)”) regarding the sale by Polarmoss and purchase by the Buyer of goods (“Products”), unless and to the extent Polarmoss explicitly agrees otherwise in writing.

Any terms and conditions set forth in any document issued by the Buyer are hereby explicitly rejected and disregarded by Polarmoss, and any such terms shall be wholly inapplicable to any sale of Products by Polarmoss to the Buyer and shall not be binding in any way on Polarmoss.

Polarmoss’ offers may be accepted within the period stated in the offer or, when no period is stated, within thirty (30) days from the date of the offer, but any offer may be withdrawn or revoked by Polarmoss at any time prior to the receipt of the Buyer’s acceptance thereof by Polarmoss.

2.PRICING

Prices in any offer, order confirmation, or Agreement are in Euros, based on delivery term Ex-Works (INCOTERMS latest version) Polarmoss’ manufacturing facility or other facility designated by Polarmoss, unless agreed otherwise in writing between the Buyer and Polarmoss and do not include any taxes, duties, or similar levies, now or hereafter enacted, applicable to the Products or any other expenses. Polarmoss will add taxes, duties, and similar levies to the sales price where Polarmoss is required or enabled by law to pay or collect them and these will be paid by the Buyer together with the price.

3.PAYMENT

(a) Unless agreed otherwise between Polarmoss and the Buyer in writing, net payment is made in advance prior to the delivery of Products based on the Order Confirmation/Proforma Invoice. All payments shall be made to the designated Polarmoss bank account. No discount is applicable for early payment unless agreed to in writing by Polarmoss. In addition to any other rights and remedies Polarmoss may have under applicable law, interest will accrue on all late payments at the rate of seven and one-half percent (7.5%) over the reference rate published by the European Central Bank per annum or the applicable statutory rate, whichever is higher, and to the extent permitted by applicable law, from the due date until payment in full.

(b) If the Buyer has been granted credit by Polarmoss at its sole discretion, all deliveries shall at all times be subject to credit approval by Polarmoss. Polarmoss will in that case invoice Products upon delivery and the payment term is fourteen (14) days from the date of invoice, unless the parties have otherwise agreed in writing. If, in Polarmoss’ judgment, the Buyer’s financial condition at any time does not allow production or delivery of Products, Polarmoss may require full or partial payment in advance or other payment terms as a condition for delivery, and Polarmoss may suspend, delay, or cancel any credit, delivery, or other performance.

(c) In the event of any default by the Buyer in the payment of any fees or charges due, or any other default by the Buyer, Polarmoss shall have the right to refuse delivery of any Products until payments are fully made and Polarmoss may suspend, delay, or cancel any credit, delivery, or other performance by Polarmoss. Such right shall be in addition to, and not in lieu of, any other rights and remedies available under the Agreement or by law.

4.DELIVERY AND QUANTITIES

(a) Products shall be delivered Ex-Works (INCOTERMS latest version) Polarmoss’ manufacturing facility or other facility designated by Polarmoss, unless otherwise agreed in writing. The delivery date (Week/Year) indicates when the Products are available for departure from Polarmoss. Delivery dates communicated or acknowledged by Polarmoss are estimates only, and Polarmoss shall not be liable for, nor shall Polarmoss be in breach of its obligations to the Buyer, for any delivery made before or after the communicated delivery date. Polarmoss agrees to use commercially reasonable efforts to meet the delivery dates communicated or acknowledged by it provided that the Buyer provides all necessary order and delivery information sufficiently prior to the such delivery date.

(b) If Polarmoss has not delivered Products within a reasonable time after the communicated delivery time, the Buyer may give Polarmoss a written notice of failure to deliver and allow thirty (30) days within which to fix the delay. If Polarmoss does not deliver within said thirty (30) day period, the Buyer’s sole and exclusive remedy is to cancel the affected order for undelivered Products.

(c) Title to the Products shall pass to the Buyer upon payment in full of all monies due to Polarmoss. Until title to the Products has passed to the Buyer, the Buyer shall not assign, transfer, or pledge any of the Products, or grant any right or title to the Products to any third party, except in the event such right or title is granted in the normal course of business. Risk of loss and damage to the Products shall pass to the Buyer upon delivery in accordance with the applicable INCOTERMS delivery term.

(d) If the Buyer fails to take delivery of the Products ordered, then Polarmoss may store the Products at the Buyer’s cost.

(e) In the event Polarmoss’ production is curtailed for any reason, Polarmoss shall have the right to allocate its available production and Products, at its sole discretion, among its various customers and as a result may sell and deliver to the Buyer fewer Products than specified in the Agreement, as the case may be, without being responsible or liable to the Buyer for any damage resulting therefrom.

5.FORCE MAJEURE

Polarmoss shall not be liable for any failure or delay in performance if:

(i) such failure or delay results from limited availability of raw material for the Products or other interruptions in the Product manufacturing process; or

(ii) such failure or delay is caused by Force Majeure as defined below and/or by (case) law.

In case of such a failure as set forth above, the performance of the relevant part(s) of the Agreement will be suspended for the period such hindrance continues, without Polarmoss being responsible or liable to the Buyer for any damages resulting therefrom.

The expression “Force Majeure” shall mean and include any circumstances or occurrences beyond Polarmoss’ reasonable control—whether or not foreseeable at the time of the Agreement—as a result of which Polarmoss cannot reasonably be required to execute its obligations including force majeure and/or default by one of Polarmoss’ suppliers. In the event that the Force Majeure lasts for a period of more than three (3) consecutive months, either Party shall be entitled to cancel all or any part of the Agreement without any liability towards the other Partyperiod of three (3) consecutive months), Polarmoss shall be entitled to cancel all or any part of the Agreement without any liability towards Buyer.

6.INTELLECTUAL PROPERTY RIGHTS

Polarmoss or its licensors retain all intellectual property rights in and related to the Products and their documentation.

These Terms and Conditions shall not be construed as conferring any right, license, or immunity, either directly or by implication, estoppel or otherwise to the Buyer or any third party under any Polarmoss’ intellectual property rights other than explicitly agreed in writing.

7.LIMITED WARRANTY AND DISCLAIMER

(a) Polarmoss warrants that the Products shall at the time of delivery to the Buyer substantially conform to Polarmoss’ specifications for such Products or such other specifications as Polarmoss has agreed to in writing, as applicable. The Buyer shall perform incoming inspection within ten (10) days from the receipt of Products and inform Polarmoss in writing of any shortcomings or non-conformities. If the Buyer has not notified Polarmoss within the said period of time the Products are deemed accepted and the Buyer waives any right to future claims based on shortcomings or non-conformity of the Products.

(b) Polarmoss is entitled at its option to replace non-conforming Product(s) with a similar product that has minor deviations in design and/or specifications not affecting the functionality of the agreed Product(s) or refund the price paid for the non-conforming Product. The non-conforming Products shall become Polarmoss’ property as soon as they have been replaced or credited.

(c) The Buyer may ship Products returned under warranty to Polarmoss’ designated facility only in conformance with Polarmoss’ then-current return material authorization policy. Where a warranty claim is justified, Polarmoss will pay for freight expenses. The Buyer shall pay for returned Products that are not found to be defective or non-conforming together with the freight, testing, and handling costs associated therewith.

(d) Notwithstanding the foregoing, Polarmoss shall have no obligations under warranty if the alleged non-conformance is found to have occurred as a result of, misuse, neglect, improper installation, or accident or as a result of alteration, modification, improper storage, transportation, or handling.

THE WARRANTY PROVIDED HEREIN IS THE BUYER’S SOLE AND EXCLUSIVE WARRANTY AND REMEDY AND REPLACES ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES FOR MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

8.LIMITATION OF LIABILITY

(a) POLARMOSS SHALL NOT BE LIABLE FOR ANY LOST REVENUE, LOST PROFITS, LOST SAVINGS, INTERRUPTION OR LOSS OF PRODUCTION, LOSS OF CUSTOMERS OR CONTRACTS, LOSS OF REPUTATION, LOSS OF GOODWILL, LOSSES, OR LIABILITIES UNDER OR IN RELATION WITH A CONTRACT CONCLUDED WITH A THIRD PARTY OR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR THE SALE OF ANY PRODUCTS BY POLARMOSS OR THE USE THEREOF WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT, OR ANY OTHER LEGAL THEORY—EVEN IF POLARMOSS HAS BEEN ADVISED, OR IS AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. POLARMOSS’ AGGREGATE AND CUMULATIVE LIABILITY TOWARDS THE BUYER UNDER ANY AGREEMENT SHALL NOT EXCEED TWENTY PERCENT (20%) OF THE PRICE PAID FOR THE PRODUCTS THAT ARE THE BASIS FOR THE CLAIM(S).

(b) Any claim must be brought by the Buyer within thirty (30) days from the date of the event giving rise to any such claim, and any lawsuit for any such claim must be filed within ninety (90) days of the date of the claim. Any claims that have not been brought or filed in accordance with the preceding sentence are null and void.

9.CONFIDENTIALITY

The Buyer acknowledges that all technical, commercial and financial data disclosed to the Buyer by Polarmoss are confidential information of Polarmoss. The Buyer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by the parties and in conformance with the purchase transaction contemplated herein.

10.EXPORT/IMPORT CONTROLS

The Buyer understands that certain transactions are subject to export control laws and regulations which prohibit export to certain countries, persons, or entities. If the delivery of products, services, and/or documentation is subject to obtaining an export or import license from certain governmental authorities or otherwise restricted or prohibited due to export/import control regulations, Polarmoss may suspend its performance until such license is granted or for the duration of such restrictions or prohibitions. Furthermore, Polarmoss may terminate the relevant Agreement in such a case without incurring any liability towards the Buyer or end-user.

The Buyer shall at all times comply with all applicable import and export laws, rules, and regulations. The Buyer shall cooperate fully with Polarmoss in any official or unofficial audit or inspection related to applicable import or export control laws or regulations.r.

11.ASSIGNMENT AND SETOFF

The Buyer shall not assign any rights or obligations under the Agreement without the prior written consent of Polarmoss. The Buyer shall have no right to withhold or reduce any payments or to offset existing and future claims against any payments due for Products sold under the Agreement or under any other agreement that the Buyer may have with Polarmoss or any of its affiliates and agrees to pay the amounts hereunder regardless of any claimed offset which may be asserted by the Buyer or on its behalf.

12. ETHICAL STANDARDS AND PRINCIPLES

Polarmoss will only do business with companies that respect the law and adhere to ethical standards and principles. Should Polarmoss receive any information to the contrary, Polarmoss will inform the Buyer thereof and the Buyer agrees to cooperate and provide whatever information is necessary to allow Polarmoss to decide whether there is any basis to any allegation received. Polarmoss has the right to terminate the Agreement if it determines, acting reasonably, that the Buyer has not adhered to ethical standard and principles or the applicable laws.

13.GOVERNING LAW AND FORUM

All offers, confirmations, and Agreements are governed by and construed in accordance with the laws of Finland without reference to the choice of law provisions and excluding Convention for International Sale of Goods. Any dispute arising out of or in connection with any Agreement shall first be attempted to be settled through consultation and negotiation in good faith in a spirit of mutual cooperation by the parties.

Any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof that cannot be resolved amicably by the Parties, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be three. The seat of arbitration shall be Oulu, Finland. The arbitration shall be conducted and the arbitration award shall be given in the English language. The Parties agree that the arbitration procedure and all thereto related material and information shall be treated as Confidential Information.

Notwithstanding the foregoing, Polarmoss shall be entitled to claim for any undisputed, due, and outstanding receivables at the district court of the domicile of the Buyer. This Section 13 shall not preclude a party from obtaining interim injunctive relief on an immediate basis from a court of competent jurisdiction where such relief is necessary to protect that party’s interests in pending completion of the legal proceedings.

14.BREACH AND TERMINATION

Without prejudice to any rights or remedies Polarmoss may have under the Agreement or by law, Polarmoss may, by written notice to the Buyer, terminate with immediate effect the Agreement or any part thereof without any liability whatsoever, if:

(a) the Buyer violates or breaches any of the provisions of the Agreement;

(b) any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against the Buyer, whether filed or instituted by the Buyer, voluntary or involuntary, a trustee or receiver is appointed over the Buyer, or any assignment is made for the benefit of creditors of the Buyer; or

(c) the control or ownership of the Buyer changes. Upon occurrence of any of the events referred to above, all payments to be made by the Buyer under the Agreement shall become immediately due and payable. In the event of cancellation, termination or expiration of an Agreement, the terms and conditions destined to survive such cancellation, termination or, expiration shall so survive.

15.MISCELLANEOUS

(a) In the event that any provision(s) of these Terms and Conditions shall be held invalid or unenforceable by a court of competent jurisdiction or by any future legislative or administrative action, such holding or action shall not negate the validity or enforceability of any other provisions thereof. In the event that any provision of these Terms and Conditions shall finally be determined to be unlawful or unenforceable, such provision shall be deemed severed from these Terms and Conditions, but every other provision shall remain in full force and effect, and in substitution for any such provision held unlawful or unenforceable, there shall be substituted a provision of similar import reflecting the original intent of the clause to the extent permissible under applicable law. (b) The failure on the part of either party to exercise, or any delay in exercising, any right or remedy arising from the Agreement shall not operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy arising there from preclude any other or future exercise thereof or the exercise of any other right or remedy arising from the Agreement or from any related document or by law.

© Polarmoss – August 2015