Fazer Pro Online Store - General Terms and Conditions for the Delivery of Products
These General Terms and Conditions for the Delivery of Products (hereinafter “General Terms and Conditions”) apply to all Fazer Pro Online Store deliveries made to the Customer by Oy Karl Fazer Ab or a subsidiary thereof (“Fazer”). More detailed instructions specifying these General Terms and Conditions can be found in the Online Store. The Online Store caters primarily to corporate customers with a business ID.
These General Terms and Conditions do not apply to Online Store deliveries between Fazer and the Customer when Fazer and the Customer have valid, separate written Agreement in force and applicable to the delivery of the Products.
The following definitions are used in these General Terms and Conditions as well as in the Agreement:
“Customer” refers to Fazer’s contracting party which orders products from the Online Store or has concluded a written Agreement on the delivery of the Products with Fazer.
“Agreement” refers to a separate written Agreement on the delivery of the Products concluded between the Customer and Fazer.
“Delivery Area” refers to the European Union (EU).
“Products” refers to all the Products delivered to the Customer by Fazer based on an order made by the Customer in the Online Store.
“Online Store” refers to the Fazer Pro Online Store at fazerpro.fazer.com.
“Business Gift” refers to a Product ordered through the separate Business Gift Portal in the Online Store.
- Customer’s representations and warranties
The Customer represents and warrants that:
- it has the right to order Products from the Online Store, and its contractual obligations do not infringe any third party rights;
- it complies with all mandatory provisions and regulations applicable to its operations, especially to the extent that they concern health, the environment and safety at work;
- it has a liability insurance policy, which duly covers any Product-related and other liabilities towards third parties;
- the premises and equipment used for the storage and transport of the Products comply with law. In addition, their characteristics are such that the Products can be stored safely and appropriately. They are also fit for the proper storage and transport of foodstuffs (e.g., in respect of hygiene, humidity, temperature and odourlessness).
- damaged, outdated and/or spoilt Products are not offered for sale or used otherwise in a way that would have an unfavourable effect on Fazer’s reputation or might endanger the end customers’ safety.
- Independent parties
The Customer buys and sells the Products in its own name and on its own behalf and account. The Customer’s transactions with third parties take place at the Customer’s own risk and in the Customer’s own name as an independent entrepreneur without an authorisation to act in the name or on behalf of Fazer.
- Orders and delivery
5.1 Orders made through the Online Store are binding upon Fazer only if they have been confirmed in writing.
5.2 The estimated time of delivery is stated in connection with the order confirmation. The estimate is not binding on Fazer. Fazer uses commercially reasonable efforts to comply with the Products’ estimated time of delivery, but is not liable for delays. If a delivery is materially delayed from the estimated time of delivery, the Customer has the right to cancel the order. The Products are delivered to the delivery address indicated by the Customer. The Customer is responsible for the accuracy of the delivery address. Products can be ordered to a single delivery address or multiple delivery addresses. Delivery charges are added to the Customer’s invoice in accordance with fulfilment.
5.3 Fazer reserves the right not to accept an order e.g. in the event that Fazer has reason to doubt the Customer’s solvency. Fazer may also exercise this right after submission of the order confirmation. Fazer nevertheless aims to inform the Customer as soon as possible of an order being rejected by Fazer.
5.4 The Customer may not cancel orders confirmed by Fazer unless the cancellation has been consented to in writing by Fazer and provided that the Customer compensates Fazer for all costs related to the cancelled orders.
5.5 Fazer retains the title to the Products until the price of the Products has been paid in full and received by Fazer.
5.6 Nothing in these General Terms and Conditions or the Agreement prevents Fazer from discontinuing the production of any of the Products or removing any Products from the Online Store.
- Prices and payment
6.1 The Products’ currently valid prices are available on the pages of the Online Store. Fazer reserves the right to change the Product prices. The prices are exclusive of delivery costs and value added tax (VAT), which are added to prices on the invoice. Should the VAT rate be amended on the basis of legislation or instructions issued by the authorities, Fazer is entitled to change the VAT to correspond with the amended tax rate as of the date on which it enters into force.
6.2 All prices are invoiced in euros, unless otherwise agreed in advance.
6.3 The term of payment when paying by invoice is 14 days net as of the date of the invoice.
6.4 Fazer has the right to refrain from Online Store deliveries if the Customer has unpaid payments due. If the Customer’s payment is delayed, Fazer has, in addition to other rights, the right to charge interest for late payment according to the Finnish Interest Act (633/1982).
6.5 If the Customer’s payment is delayed by more than ten (10) days of the reminder sent by Fazer to the Customer, Fazer has the right to stop the Online Store deliveries to the Customer and delete the Customer’s account in the Online Store, and to terminate all other orders of the Customer pertaining to the Online Store with immediate effect.
- Product warranties and receipt of the Products
7.1 Fazer warrants that the delivered Products are of sound and merchantable quality as set out in the regulations applicable in Finland. Fazer does not give or cannot be deemed to have given any other explicit or indirect warranties.
7.2 The Customer must inspect the quality and amount of the Products immediately after the delivery. Complaints must be made in writing and immediately in terms of fresh Products and no later than within three (3) days of the delivery in terms of other Products.
7.3 If Fazer accepts the complaint, Fazer either compensates the price of the Products in question to the Customer (the purchase price set out in the applicable delivery terms and conditions) or replaces the defective Products by new ones, based on its discretion.
7.4 All defective Products must be destroyed or returned to Fazer according to Fazer’s instructions and at Fazer’s discretion and expense.
7.5 The Customer is not entitled to a compensation pursuant to section 7.3, cancellation of the transaction, or any other reimbursement if the product defect or damage has occurred due to a reason attributable to the Customer or is the result of the Customer’s incorrect action. Such reasons or incorrect actions include, but are not limited to, the incorrect handling of the Products contrary to Fazer’s instructions, the opening of defective products or the delivery of the Products by Fazer, based on instructions provided by the Customer, to an address in which the conditions fail to meet the recommendations specified for the Product’s storage life.
- Intellectual property
8.1 The Customer acknowledges and agrees that all trademarks of Fazer as well as the intellectual property rights related to the Products are solely the property of Fazer or the licence holders and will remain their exclusive property. Fazer is not liable for Fazer’s Products or any intellectual property rights appearing in connection to them infringing the intellectual property rights of a third party outside the Online Store’s Delivery Area.
8.2 All rights to the content of the Online Store are the property of Fazer or its group companies. All material on the website (such as texts, pictures, logos, trademarks and other protected material) is the property of Fazer or its group companies. Copying or use of the material is forbidden without the consent of Fazer.
8.3 If Fazer has completed a personalised order on the Customer's request, the Customer warrants that the material or content it has delivered for the personalised product is not contrary to generally accepted good practices and does not infringe the rights of third parties. The Customer is liable to Fazer for all damage and/or loss incurred by Fazer as a result of the material or content delivered by the Customer or due to the material delivered by the Customer violating generally accepted good practices or the rights of third parties. Fazer reserves the right to not accept or deliver an order for a justified reason, such as the personalised order being, in Fazer's view, contrary to generally accepted good practices or the law.
- Business Gifts
This section 9 applies to all Business Gifts ordered by the Customer in addition to all other General Terms and Conditions. If the terms and conditions mentioned in this section 9 differ in some respect from the General Terms and Conditions, this section 9 takes precedence in terms of Business Gifts.
9.1 The prices of Business Gifts are shown exclusive of value added tax (0% VAT), with the delivery charges and VAT added on the Customer’s invoice. The delivery charges are formed according to the selected mode of delivery, and the ordered Business Gifts and delivery charges are paid by invoice after the Business Gift’s delivery.
9.2 An order that concerns personalised Business Gifts or custom-made products cannot be cancelled after their production has commenced.
9.3 If Fazer has completed a personalised order on the Customer's request, the Customer warrants that the material or content it has delivered for the personalised Business Gift is not contrary to generally accepted good practices and does not infringe the rights of third parties. The Customer is liable to Fazer for all damage and/or loss incurred by Fazer as a result of the material or content delivered by the Customer or due to the material delivered by the Customer violating generally accepted good practices or the rights of third parties. Fazer retains the right to not accept or deliver an order for a justified reason, such as the personalised order being, in Fazer's view, contrary to generally accepted good practices.
9.4 The Business Gifts will be delivered to the company address provided by the Customer. Business Gifts can be ordered to a single delivery address or multiple delivery addresses. The Customer is responsible for the accuracy of the delivery address.
9.5 If Business Gifts are delivered by mail to the addresses on a list of recipients provided by the Customer, the Customer is responsible for the accuracy of the delivery addresses and contact details. Fazer is entitled to charge for the re-mailing of parcels if Business Gifts are returned to Fazer due to a parcel having not been picked up from a pick-up location or due to the list of recipients containing inaccurate information.
9.6 The information on any list of recipients provided by the Customer is used solely for the purpose of delivering Business Gifts and fulfilling the Agreement. Following the delivery, the said information is destroyed once the service has been carried out and a reasonable amount of time has elapsed (approximately 1–2 months from the order).
9.7 The Customer does not have the right to make a complaint in terms of a product defect which is attributable to Fazer having delivered a Business Gift, based on instructions provided by the Customer, to an address in which the conditions fail to meet the recommendations specified for the product’s shelf life (e.g., the delivery of a product to a mail box in the summer). It is therefore the Customer’s responsibility to transfer a Business Gift to appropriate storage facilities as soon as possible after the delivery.
9.8 Fazer delivers Business Gifts to the following countries within the Delivery Area: The Netherlands, Belgium, Bulgaria, Spain, Ireland, Italy, Austria, Greece, Croatia, Latvia, Lithuania, Luxembourg, Portugal, Poland, France, Romania, Sweden, Germany, Finland, Slovakia, Slovenia, Denmark, the Czech Republic, Hungary, and Estonia.
9.9 The delivery time of Business Gifts is approximately 8–20 business days, depending on the amount delivered and the availability of any Business Gift. Fazer informs the Customer of the estimated time of delivery in connection to the order. The estimate is not binding on Fazer. Fazer uses commercially reasonable efforts to comply with the Business Gifts’ estimated time of delivery, but is not liable for delays. Fazer reserves the right to make changes to the delivery time.
9.10 Fazer stores returned Business Gifts in its warehouse for two weeks as of their return, after which the Business Gifts are destroyed without a separate notification to the Customer. For products re-delivered after this, Fazer has the right to charge a full price again.
- Data protection and registration
10.1 The personal data and company information of Customers using the Online Store are collected and recorded in the customer register maintained by Fazer. Fazer processes personal data in accordance with Fazer’s Privacy Statement. Personal data is mainly collected for the implementation of the Online Store and for the delivery of the Products.
10.2 For the sake of clarity, it is noted that neither party shall process personal data on behalf of the other party as a data processor.
10.3 The Customer registers as a user of the Online Store by filling in a contact details form and by choosing a user ID and password. The registration of a company requires a business ID.
10.4 The Customer is responsible for the accuracy of the information it provides to Fazer, and for the careful use and storage of the user ID and password. The user ID or password may not be disclosed or handed over to third parties.
10.5 Fazer confirms the registration separately. However, Fazer has the right to refuse registration and cancel the Customer's user ID if necessary.
- Anti-corruption and trade sanctions
11.1 The Customer undertakes to adhere to all applicable laws, regulations, provisions and rules that relate to anti-bribery and anti-corruption actions and to maintain appropriate procedures which ensure compliance with anti-bribery laws.
11.2 The Customer undertakes to abide by any trade sanctions imposed by the United Nations (UN), the European Union, the United States, and by those countries whose laws the Customer is currently subject to.
- Force majeure
A delay or failure in the fulfilment of obligations (except for the payment obligation) is not considered a default and/or a breach of contract if the delay or failure results from a force majeure. A force majeure is defined according to the laws and legal practice of Finland.
- Claims and damages
13.1 Fazer does not guarantee the uninterrupted operation of the Online Store. The Online Store is subject to the same restrictions as the internet in general; for example, simultaneous connections from many users may cause congestion in the service and affect its availability. Fazer shall not be liable if the Customer’s order is not received as a result of inactivity of the information network or data connections.
13.2 All discretionary power that relates to the processing of product liability claims (including but not limited to legal proceedings, actions and mediation) in respect of the Products belongs solely to Fazer. Without prejudice to what is stated in terms of liability in section 8.1, all discretionary power related to the Products or any intellectual property rights appearing in connection to them and the processing of claims pertaining to them lies solely with Fazer. If Fazer cannot, due to reasons relating to regulation or corresponding reasons, participate in the processing of claims referred to in this section 13.2, the Customer responds to the claim according to Fazer’s instructions. The Customer undertakes to inform Fazer of all claims affecting Fazer and of all claims relating to the Products or any intellectual property rights appearing in connection to them without delay after becoming aware of them, and to take any reasonable action requested by Fazer, the purpose of which is to avoid the claim, reach an agreement on the matter or defend oneself against it, and to take any measures relating to the claim at Fazer’s expense or, if Fazer is not liable for the claim, at its own expense.
13.3 The Customer relieves Fazer of any damages and liabilities (including reasonable litigation costs), which result from the Customer’s breach of contract or negligence in the distribution of the Products.
14.1 A party is always entitled to terminate an account and order related to the Online Store with immediate effect if (i) the other party has breached or neglected any contract provision and not rectified its breach or negligence (if it can be rectified) within ten (10) days of the written notice on the breach or negligence by the other party, (ii) the other party becomes insolvent, or (iii) the laws, regulations, provisions, rules or practices covering the manufacture, marketing, sales, export or import of the Products are amended in a way that has a material impact on Fazer’s commercial possibilities to continue operating the Online Store.
14.2 Fazer always has the right to terminate the Customer’s account in the Online Store in accordance with section 6 of the General Terms and Conditions or immediately if the Customer infringes Fazer’s intellectual property rights
- Limitation of liability
15.1 Neither party is liable for any indirect or consequential losses, such as a loss of income, loss of profits, reputational damage or business interruptions.
15.2 The limitation of liability does not apply to damage caused by wilful or gross negligence or by infringing the other parties’ intellectual property rights.
- Transfer of the Agreement
Neither party may transfer the rights and obligations under the Online Store without the other party’s prior written consent. In deviation of the above, Fazer may transfer the rights and obligations related to the Online Store to a Fazer group company without notifying the Customer of the transfer.
The Customer’s account concerning the Online Store is valid until further notice. Either party may close the account concerning the Online Store by notifying the other party of it in writing, thirty (30) days in advance.
- Applicable law and disputes
These General Terms and Conditions of the Online Store are governed by Finnish law, excluding its choice of law rules. Any disputes arising out of these General Terms and Conditions will be settled in the District Court of Helsinki, Finland.