General Sales and Delivery Terms and Conditions

Effective from: September 2026

 

1. General and Scope of Application

These General Sales and Delivery Terms and Conditions (“Terms”) apply to quotations, orders, sales, deliveries and related services provided by Atmas Group Oy, a company registered in Finland (“Atmas”), to its customers (“Client”), unless otherwise expressly agreed in writing.

Atmas operates internationally and may act, depending on the transaction, as a manufacturer, supplier, distributor, reseller, importer, representative or project partner for products manufactured by Atmas or third-party manufacturers.

These Terms are primarily intended for business-to-business (B2B) transactions.

These Terms form part of the agreement between Atmas and the Client together with the applicable quotation, order confirmation, technical specifications and any other expressly agreed contractual documents.

Unless otherwise agreed, in the event of conflict, the following order of precedence applies:

1. Signed contract or project-specific agreement;

2. Atmas order confirmation;

3. Atmas quotation and expressly agreed technical specifications;

4. These General Sales and Delivery Terms and Conditions.

Any terms contained in the Client's purchase order, procurement conditions or other documentation shall not apply unless expressly accepted by Atmas in writing.

Unless expressly included in the quotation or contract, Atmas' scope does not include design, engineering, installation, commissioning, integration, construction works, permitting, certification of a complete installation or other services beyond the specified scope of supply.

 

2. Quotations and Orders

Unless otherwise stated, quotations are valid for 14 days from the date of issue.

A quotation does not constitute a binding obligation to supply until the Client's order has been accepted by Atmas.

An agreement becomes binding when Atmas confirms the Client's order in writing or otherwise expressly accepts it.

Atmas may correct obvious clerical, typographical or calculation errors in quotations or other commercial documentation.

Any modification requested after order acceptance is subject to Atmas' written approval and may result in changes to price, specifications, delivery schedule or other contractual conditions.

Customized, project-specific, made-to-order, specially manufactured, modified or specially procured products may not be cancelled after order acceptance except with Atmas' written approval or where otherwise required by mandatory law.

 

3. Prices, Taxes and Payment

Unless otherwise expressly stated:

• Prices are quoted in euros (EUR);

• Prices exclude VAT;

• Customs duties, import taxes, local taxes, permits and governmental charges are excluded;

• Packaging, transportation, insurance, installation, commissioning and other services are excluded unless expressly included; and

• The Client is responsible for applicable taxes, duties and charges in the country of import or delivery, subject to the agreed delivery term.

Unless different payment conditions are stated in the quotation, invoice, order confirmation or contract, Atmas' standard payment condition is 100% prepayment.

Payments shall be made in the currency stated on the invoice and without deduction, withholding, set-off or counterclaim except where required by mandatory law or expressly agreed by Atmas.

Bank charges incurred by the Client's bank or intermediary banks are the Client's responsibility unless otherwise agreed.

Late payments are subject to interest in accordance with the Finnish Interest Act (633/1982), together with applicable reasonable collection and recovery costs.

Atmas may suspend procurement, manufacturing, delivery or other performance where payments are overdue or where there are reasonable grounds to believe that the Client will not fulfil its payment obligations.

 

4. Delivery and Transfer of Risk

The applicable delivery term shall be specified in the quotation, order confirmation or contract and interpreted in accordance with Incoterms® 2020, where applicable.

Unless another delivery term is expressly stated, the default delivery term is:

EXW – Atmas' designated warehouse or other specified delivery location, Incoterms® 2020.

Risk of loss or damage transfers to the Client in accordance with the applicable agreed delivery term.

Where transportation, freight forwarding, customs assistance or insurance is arranged by Atmas outside its obligations under the agreed Incoterms® rule, Atmas may do so on behalf of the Client and at the Client's cost and risk unless otherwise expressly agreed.

Partial deliveries are permitted where commercially or technically reasonable unless otherwise agreed.

 

5. Delivery Times and Delays

Delivery dates and lead times are estimates unless expressly confirmed in writing as fixed and binding.

A delivery period normally begins only after:

• The order has been accepted by Atmas;

• The agreed advance payment has been received;

• All necessary technical and commercial information has been received;

• Required drawings, specifications and configurations have been approved; and

• Any other agreed prerequisites have been fulfilled.

Atmas shall inform the Client of material delays when reasonably practicable.

Atmas is not responsible for delays to the extent caused by the Client, manufacturers, suppliers, transportation providers, customs or governmental authorities, export/import licensing, shortages, force majeure or other circumstances outside Atmas' reasonable control, subject to applicable law and Section 14.

Unless expressly agreed otherwise, delay does not automatically entitle the Client to contractual penalties or liquidated damages.

Any right to terminate because of delay shall be determined by the applicable agreement and mandatory law.

 

6. Technical Specifications and Client Requirements

Products are supplied according to the specifications stated in the applicable quotation, order confirmation, approved drawings or other agreed technical documentation.

Website content, catalogues, brochures, photographs, renderings, drawings and general product information are provided for general informational purposes and do not override expressly agreed technical specifications.

Product images and illustrations may differ from the final product or configuration supplied.

Technical specifications, dimensions, appearance and other product information may be updated or modified as part of product development, provided that any modification does not materially reduce expressly agreed functionality or performance.

The Client is responsible for providing complete and accurate information concerning the intended application, required specifications, environmental and site conditions, applicable project requirements and other information reasonably necessary for product selection or configuration.

Where products are manufactured, selected or configured according to specifications, drawings, calculations, dimensions or information supplied or approved by the Client, Atmas shall not be responsible for problems resulting from inaccurate, incomplete or unsuitable Client-provided information.

 

7. Standards, Testing, Certifications and Approvals

References to standards, certifications, tests, approvals, classifications or protection levels apply only to the specific product, configuration, test method, standard version and scope identified in the relevant documentation.

Compliance, certification or testing of an individual component does not automatically constitute certification or approval of the complete shelter, protected facility, building, installation or integrated system.

Standards and regulatory requirements may vary by country, jurisdiction, project and intended application.

Unless expressly included in Atmas' contractual scope, the Client is responsible for determining and verifying local building, permitting, installation, regulatory and certification requirements applicable to the complete project.

Atmas may provide technical or project support concerning standards and regulatory requirements where expressly included in the agreed scope.

 

8. Inspection, Acceptance and Claims

The Client shall inspect delivered products as soon as reasonably practicable after receipt.

Visible transportation damage, shortages or incorrect deliveries should be documented promptly and, where appropriate, recorded with the carrier.

The Client shall notify Atmas in writing of visible defects, shortages or non-conformities without undue delay and preferably within 14 days after receipt.

Latent defects that could not reasonably have been discovered during initial inspection shall be reported promptly after discovery.

A claim should include sufficient information to identify the order and product and, where appropriate, photographs, serial numbers and a reasonably detailed description of the alleged defect.

Failure to notify Atmas within a reasonable period may affect the Client's remedies to the extent permitted by applicable law.

 

9. Installation, Integration, Operation and Maintenance

Unless installation, commissioning or integration is expressly included in Atmas' contractual scope, the Client is responsible for ensuring that products are properly transported, stored, installed, integrated, connected, commissioned, operated, inspected and maintained.

Installation and integration must comply with:

• Applicable product and manufacturer instructions;

• Approved technical documentation;

• Project-specific requirements;

• Applicable standards and regulations; and

• Appropriate professional and engineering practice.

Atmas shall not be responsible for defects or damage resulting from incorrect storage, handling, installation, integration, modification, maintenance, commissioning or operation outside agreed specifications, except to the extent Atmas is legally responsible for the relevant cause.

 

10. Warranty and Defects

Unless otherwise expressly stated in the quotation, order confirmation, contract or product-specific warranty documentation, products are supplied with the warranty, if any, specified for the relevant product.

For products manufactured by Atmas, the applicable Atmas warranty terms shall apply.

For products manufactured by third parties, the applicable manufacturer's warranty may apply according to its terms. Where Atmas is the contractual seller, the existence of a manufacturer's warranty does not exclude responsibilities of Atmas that cannot lawfully be excluded.

Where appropriate, Atmas will reasonably assist the Client in presenting legitimate warranty claims concerning third-party products to the relevant manufacturer.

Unless otherwise expressly agreed or required by mandatory law, warranty does not cover defects, deterioration or damage resulting from:

• Normal wear and tear;

• Incorrect transportation or storage after transfer of risk;

• Improper handling, installation, integration or commissioning;

• Failure to follow applicable instructions or maintenance requirements;

• Operation outside specified environmental or operating conditions;

• Misuse, negligence or accident;

• Unauthorized modification or repair;

• Use of incompatible third-party components or systems;

• External events or equipment outside Atmas' responsibility; or

• Incorrect, incomplete or unsuitable specifications or information supplied by the Client.

Subject to the applicable contractual terms and mandatory law, Atmas may remedy a valid warranty defect through repair, replacement, correction, re-performance or another reasonable remedy appropriate to the circumstances.

Replaced products or components may be required to be returned to Atmas or the relevant manufacturer.

Nothing in this Section limits rights or remedies that cannot lawfully be excluded or restricted.

 

11. Returns and Cancellation

Products may not be returned without prior written authorization from Atmas.

Standard, unused products may be accepted for return only where expressly approved by Atmas and may be subject to inspection, transportation costs and reasonable restocking charges.

Customized, project-specific, made-to-order, modified, specially manufactured or specially procured products are non-returnable and non-cancellable following order acceptance unless Atmas expressly agrees otherwise in writing.

Any mandatory consumer rights remain unaffected.

 

12. Retention of Title

To the extent permitted by applicable law, title to products remains with Atmas until Atmas has received full payment of all amounts due for the relevant products.

Transfer of title is separate from transfer of risk, which is determined according to the applicable delivery term.

Until title has transferred, the Client shall not intentionally pledge, encumber or dispose of the products in a manner that prejudices Atmas' retained ownership rights.

Where local law requires additional formalities for retention of title to be effective, this Section applies to the maximum extent legally enforceable.

 

13. Limitation of Liability

13.1 B2B Liability Cap

Unless otherwise expressly agreed in writing and to the maximum extent permitted by applicable law, Atmas' aggregate liability arising out of or in connection with an individual order, contract, product, service or project shall not exceed the net contract price actually paid or payable to Atmas for the specific products or services giving rise to the claim.

Where a claim relates to a clearly identifiable part of a larger delivery or project, the liability cap shall apply to the net contract price of the affected part rather than unrelated supplies.

13.2 Indirect Loss

To the maximum extent permitted by applicable law, Atmas shall not be liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, production, business opportunity, contracts, anticipated savings, business interruption or loss of use.

13.3 Matters Outside Atmas' Responsibility

To the maximum extent permitted by applicable law, Atmas shall not be responsible for loss, damage or defects resulting from:

• Incorrect transportation, storage, installation, integration, commissioning, operation or maintenance by the Client or third parties;

• Use outside specified or intended operating conditions;

• Unauthorized modifications or repairs;

• Incorrect, incomplete or unsuitable information supplied or approved by the Client;

• Failure of equipment, structures or systems outside Atmas' contractual scope;

• Failure to follow applicable instructions; or

• Local construction, permitting or regulatory requirements outside Atmas' expressly agreed scope.

13.4 Mandatory Liability

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is prohibited by mandatory applicable law.

In particular, these Terms do not exclude or restrict liability under mandatory product-liability legislation, mandatory liability for death or personal injury, liability arising from intentional misconduct where it cannot lawfully be limited, or mandatory consumer rights.

13.5 Mitigation

The Client shall take reasonable measures to prevent and mitigate loss or damage.

Atmas shall not be responsible for loss that could reasonably have been avoided or reduced through appropriate mitigation measures.

 

14. Force Majeure

Neither party shall be liable for delay or failure to perform an obligation, other than an obligation to pay amounts already due, to the extent performance is prevented, materially delayed or made unlawful by circumstances beyond that party's reasonable control that could not reasonably have been avoided or overcome.

Such circumstances may include:

• War, armed conflict, invasion, terrorism or civil disturbance;

• Natural disasters or extreme weather;

• Fire, explosion or major industrial accident;

• Epidemics or pandemics;

• Significant strikes, lockouts or labour disruption;

• Governmental or regulatory actions;

• Changes in mandatory law;

• Export or import restrictions;

• Sanctions, embargoes or licensing restrictions;

• Exceptional customs or border restrictions;

• Major transportation or logistics disruption;

• Material, component, raw-material or energy shortages;

• Major cyber incidents affecting essential operations or infrastructure;

• Major supply-chain disruption; or

• Failure or delay of a critical supplier resulting from circumstances of the type described above.

The affected party shall notify the other party within a reasonable time after becoming aware of the event and shall take commercially reasonable measures to mitigate its consequences.

Affected obligations shall be suspended for the duration and to the extent of the impediment.

If the event continues for such a period that performance of the affected portion becomes commercially or practically unreasonable, either party may terminate the affected unperformed portion by written notice.

Termination does not affect payment obligations for products or services already supplied or performed.

Reasonable, non-recoverable costs specifically incurred for the Client's order—including customized manufacturing, committed third-party procurement or specially ordered materials—shall be reasonably settled between the parties to the extent permitted by applicable law and appropriate in the circumstances.

 

15. Export Control, Sanctions, Import Requirements and End Use

Atmas operates internationally. Products, components, technologies, software, technical information or services supplied by Atmas may therefore be subject to export-control, sanctions, customs, import, re-export, end-use, end-user or licensing requirements imposed by Finland, the European Union, the United Nations or other jurisdictions applicable to the relevant transaction.

The Client shall provide information and documentation reasonably required by Atmas for compliance purposes, including where applicable:

• Ultimate customer and end-user information;

• Country of destination;

• Intended end use;

• Delivery or re-export destination; and

• Other information reasonably necessary for regulatory or compliance checks.

The Client shall not knowingly sell, export, re-export, transfer, divert or use products, technologies or technical information supplied by Atmas in violation of applicable export-control, sanctions or mandatory trade laws.

Atmas may delay, suspend, refuse or cancel a quotation, order, delivery or other performance where Atmas reasonably determines that:

• Required compliance information has not been provided;

• A necessary licence, authorization or approval has not been obtained;

• Performance may violate applicable sanctions, export-control, import or other mandatory trade restrictions; or

• Performance would otherwise expose Atmas to an unlawful transaction.

Atmas shall not be required to perform an obligation where doing so would be unlawful under legislation or binding restrictions applicable to Atmas.

If a transaction becomes unlawful after order acceptance, the parties shall cooperate in good faith to determine whether lawful performance remains possible. If it does not, Atmas may terminate the affected portion without liability for failure to perform the prohibited obligation, subject to mandatory law.

Nothing in this Section requires either party to comply with a foreign restriction where doing so would itself violate mandatory law applicable to that party.

 

16. Intellectual Property

All intellectual property rights relating to Atmas products, technical documentation, drawings, designs, calculations, specifications, software and other proprietary materials remain with Atmas or the relevant rights holder unless expressly transferred in writing.

Technical materials supplied to the Client may be used only for the relevant project, installation, operation or maintenance unless otherwise agreed.

The Client shall not reproduce, reverse engineer, manufacture from, disclose to unauthorized third parties or commercially exploit proprietary technical information except where expressly authorized by the relevant rights holder or permitted by mandatory law.

Third-party intellectual property rights remain unaffected.

 

17. Confidentiality

Each party shall keep confidential non-public commercial, technical and project information received from the other party and shall use such information only for the purposes of the relevant business relationship.

Confidential information may be disclosed to employees, professional advisers, manufacturers, suppliers, contractors, authorized distributors or project partners who reasonably require the information for the relevant transaction and who are subject to appropriate confidentiality obligations.

These obligations do not apply to information that:

• Is publicly available without breach of confidentiality;

• Was lawfully known to the receiving party before disclosure;

• Is lawfully received from an independent third party; or

• Must be disclosed pursuant to law or an order of a competent authority.

 

18. Personal Data

Where personal data is processed in connection with quotations, orders, deliveries, projects or customer relationships, Atmas processes such information in accordance with applicable data protection legislation.

Further information is provided in the Atmas Group Privacy Policy.

 

19. Suspension and Termination

Atmas may suspend performance where the Client:

• Fails to make payment when due;

• Fails to provide information, documentation or approvals necessary for performance;

• Materially breaches the agreement;

• Creates a material sanctions, export-control or regulatory compliance risk; or

• Becomes insolvent or there are reasonable grounds to doubt its ability to fulfil its contractual obligations.

Where reasonably appropriate, Atmas shall provide the Client an opportunity to remedy a remediable breach before terminating the affected agreement.

Termination does not affect rights, payment obligations or liabilities accrued before termination.

 

20. Governing Law

These Terms and each contract governed by them shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict-of-law rules.

Unless expressly agreed otherwise in writing, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

The exclusion of the CISG is intended to provide a consistent Finnish-law contractual framework for Atmas' international business transactions.

Where the Client is a consumer, the choice of Finnish law shall not deprive the consumer of mandatory protections provided by the law that would apply in the absence of that choice.

 

21. Dispute Resolution

21.1 Business Customers

The parties shall first make reasonable efforts to resolve disputes through good-faith negotiations.

Any dispute, controversy or claim arising out of or relating to the contract, or its breach, termination or validity, that is not resolved through negotiations shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce.

The tribunal shall consist of one arbitrator.

The seat of arbitration shall be Helsinki, Finland.

The language of arbitration shall be English.

The arbitral award shall be final and binding.

Nothing in this Section prevents a party from seeking appropriate interim or conservatory measures where permitted under applicable law and the Arbitration Rules.

Atmas may pursue undisputed monetary claims or debt-collection matters before a competent court where legally permitted.

21.2 Consumers

The arbitration provision above does not apply to consumers where it would restrict mandatory consumer rights.

A consumer may bring a dispute before a competent court in accordance with applicable mandatory jurisdiction rules and may, where applicable, use the Finnish Consumer Disputes Board or another competent consumer dispute-resolution body.

 

22. Consumer Transactions

These Terms are primarily intended for business-to-business transactions.

Where the Client is an individual acting primarily outside their trade, business or profession, mandatory consumer protection legislation applicable to the transaction prevails over any conflicting provision of these Terms.

Nothing in these Terms is intended to restrict mandatory consumer rights concerning, among other matters:

• Conformity of goods;

• Statutory liability for defects;

• Repair or replacement;

• Price reduction or termination;

• Commercial guarantees;

• Pre-contractual information;

• Distance and off-premises contracts;

• Withdrawal or cancellation rights; or

• Access to competent courts and dispute-resolution mechanisms.

Where Atmas directs consumer sales to another country, the selection of Finnish law shall not deprive the consumer of mandatory protections that would otherwise apply under applicable conflict-of-law rules.

Any provision that cannot lawfully be applied to a consumer shall be disregarded or adjusted only to the extent necessary without affecting the remaining provisions.

 

23. Assignment and Subcontracting

The Client may not assign or transfer its material rights or obligations under an agreement with Atmas without Atmas' prior written consent, which shall not be unreasonably withheld where appropriate.

Atmas may use manufacturers, suppliers, logistics providers, contractors and other subcontractors in performing its obligations.

Atmas may assign receivables or payment claims to a bank, financing provider, insurer or collection provider.

 

24. Severability

If any provision of these Terms is found to be invalid, unlawful or unenforceable, the remaining provisions shall remain effective to the maximum extent permitted by law.

The affected provision shall, where possible, be interpreted or replaced in a manner that most closely reflects its intended commercial purpose while remaining lawful.

 

25. No Waiver

Failure or delay by either party to exercise a contractual right does not constitute a waiver of that right.

A waiver relating to one breach does not constitute a waiver of any subsequent breach.

 

26. Changes to These Terms

Atmas may update these Terms from time to time.

The version applicable to an individual order or contract is normally the version in effect when the order is accepted, unless otherwise expressly agreed.

Changes published after an order has been accepted do not retrospectively modify that order unless agreed by the parties or required by applicable law.

 

27. Contact

Atmas Group Oy
Arielinkatu 2
00540 Helsinki
Finland

Email: info@atmasgroup.com
Phone: +358 44 9843373
Website: www.atmasgroup.com