GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. General
1.1 In these general terms and conditions of sale and delivery (below the “Terms”) the seller shall mean Nordic Lights Ltd. or its Affiliate that has entered into the contract (below the “Seller”), affiliate shall mean any entity over which Nordic Lights Ltd. directly or indirectly exercises control over through majority voting stock or other means (below the “Affiliate”), the buyer shall mean the company, corporation or person with whom any contract is concluded or to whom any order confirmation is addressed (below the “Buyer”), and the products shall mean the products to be sold by the Seller to the Buyer (below the “Products”).
1.2 These general terms and conditions of sale and delivery shall apply to the sale and delivery of the Products by the Seller or its Affiliate (the relevant entity as named in the offer, order confirmation or invoice) to the Buyer, unless otherwise expressly agreed in writing with respect to all or part of the provisions contained herein. The applicability of general conditions used or referred to by the Buyer is explicitly rejected.
2. Product information
2.1 All descriptions, illustrations, drawings, specifications, dimensions, performance data, and other information contained in catalogues, brochures, advertisements, price lists, or other marketing material and any related rights are the Seller’s property and provided for general guidance only and shall not be binding upon the Seller.
2.2 The Seller reserves the right to modify or discontinue any Product, or to make changes in the design, specification, or materials of the Products, at any time without prior notice, and without incurring any obligation or liability to the Buyer.
3. Orders and Confirmations
3.1 All purchase orders submitted by Buyer are subject to Seller’s written confirmation. A binding contract shall be formed only upon Seller’s written order confirmation. Any change proposal to the terms of the purchase order shall require Seller’s written confirmation to be valid and binding.
3.2 Seller reserves the right to refuse or cancel any order in whole or in part, without liability, if Buyer is in default of payment or otherwise fails to meet its obligations.
4. Prices and Payment
4.1 Unless otherwise agreed in writing, prices are quoted FCA (Incoterms® 2020) from Seller’s facility and are exclusive of VAT, duties, freight, insurance, and other charges.
4.2 The Seller reserves the right to adjust prices at any time prior to delivery in the event of: a) increases in raw material, component, energy, freight, labor, or other manufacturing costs beyond the Seller’s reasonable control; b) changes in exchange rates, customs duties, taxes, or other governmental charges affecting the Products; or c) changes in the agreed delivery schedule or quantities requested by the Buyer.
4.3 Any price adjustment shall be notified to the Buyer in writing. Unless the Buyer objects in writing within ten (10) business days of such notice, the adjusted price shall be deemed accepted. If the Buyer objects, the Seller shall have the right to cancel the affected order without liability.
4.4 Payment shall be made in full within thirty (30) days from invoice date, unless otherwise stated. In case of late payment, Seller may charge interest in accordance with the applicable Finnish Interest Act (633/1982, as amended) and suspend further deliveries until all outstanding amounts are paid.
5. Delivery and Risk of Loss
5.1 Delivery dates are indicative only and not binding unless expressly agreed in writing. Seller shall not be liable for delays unless caused by Seller’s gross negligence or willful misconduct.
5.2 Risk of loss or damage to the Products shall pass to Buyer upon delivery according to the agreed Incoterms® 2020.
5.3 Partial deliveries are permitted, and each partial delivery may be invoiced separately.
5.4 The Buyer shall inspect the Products promptly upon delivery. In case the Buyer notices any defects in the Products, the Buyer shall notify the Seller in writing in eight (8) days from the date of delivery, failing which the Products are deemed accepted.
6. Retention of Title
6.1 Title to the Products shall remain with Seller until full payment of the purchase price and all related costs has been received. Buyer shall handle the Products with due care and insure them against loss or damage at Buyer’s expense until full ownership has passed.
7. Warranty
7.1 Seller warrants that the Products shall be free from defects in material and workmanship respects under normal use and service for a period defined by the product series and its intended application, as specified below, unless otherwise expressly agreed in writing:
| Product Series |
Mining Use |
Construction/Industrial Use |
| XTR Series |
5 years |
5 years |
| PRO Series |
2 years* |
5 years |
| GO Series |
2 years |
5 years |
| KL Series |
1 year |
2 years |
| Halogen lights |
1 year** |
1 year** |
| Other LED products |
2 years |
2 years |
* Warranty for PRO Series in mining use does not cover lenses.
** The warranty does not cover halogen or incandescent bulbs.
7.2 This warranty does not cover normal wear and tear, consumable items, improper installation, misuse, neglect, accident, modification, repair by unauthorized parties, or use of the Products outside their intended purpose or operating conditions. This warranty shall further not apply if the serial number affixed to the Product has been removed, obliterated, or defaced.
7.3 Seller’s sole obligation and Buyer’s exclusive remedy under this warranty shall be, at Seller’s option, the repair or replacement of defective Products, or issuance of a credit note not exceeding the purchase price of the defective Products.
7.4 All other warranties, whether express or implied, including but not limited to implied warranties of merchantability or fitness for a particular purpose, are hereby excluded to the maximum extent permitted by law.
8. Liability
8.1 Seller shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit, loss of use, production downtime, or third-party claims.
8.2 Seller’s total aggregate liability arising out of or relating to the sale, delivery, or use of the Products shall in no event exceed the purchase price actually paid by Buyer for the specific Products giving rise to the claim.
8.3 Nothing in these Terms shall exclude or limit Seller’s liability for death or personal injury, or for any other liability which cannot be excluded under applicable mandatory law, including, but not limited to, liability arising from the Seller’s wilful misconduct or gross negligence.
9. Intellectual Property
9.1 All intellectual property rights, including but not limited to copyright, patents, designs, databases, trademarks, trade secrets, and know-how related to the Products, shall remain the exclusive property of Seller or its licensors.
9.2 No rights or licenses are granted to Buyer other than the right to use the Products in the ordinary course of Buyer’s business.
10. Force majeure
10.1 Seller shall not be liable for any failure or delay in performance caused by events beyond its reasonable control (“Force Majeure”), including but not limited to natural disasters, fire, flood, war, terrorism, strikes, labor disputes, raw material shortages, trade sanction, transportation delays, governmental actions, epidemics, pandemics, or other similar events.
10.2 In case of a Force Majeure event, Seller’s obligations shall be suspended for the duration of the event plus a reasonable recovery period. If such event continues for more than ninety (90) days, Seller shall have the right to terminate the contract without liability, by giving written notice to Buyer.
11 Code of Conduct and ESG Commitment
11.1 The Seller is committed to conducting its business in compliance with all applicable laws and regulations and in accordance with high standards of ethics, integrity, and sustainability.
This includes:
• Zero tolerance for corruption, extortion, bribery, or any improper payments involving the Seller’s directors, officers, employees, or representatives.
• Respect for human rights, fair labor practices, and safe working conditions throughout the supply chain.
• Environmental responsibility, including efforts to reduce emissions, minimize waste, and promote energy efficiency in operations and product development.
• Governance transparency, including responsible decision-making, risk management, and accountability in all business activities.
11.2 The Seller expects its partners, suppliers, and customers to uphold similar standards and reserves the right to terminate any relationship in case of serious violations of these principles.
12 Governing Law and Dispute Resolution
12.1 These Terms shall be governed by and construed in accordance with the laws of Finland, without regard to its conflict of law provisions and principles.
12.2 Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of arbitration shall be English.
13 Validity
13.1 These Terms shall enter into effect upon January 1st 2026 and shall remain in force until further notice. These Terms shall apply to deliveries for which the purchase orders are placed on or after the effective date.
14 Termination
14.1 Seller may terminate the contract for convenience with fourteen (14) days’ prior written notice to the Buyer.
14.2 Seller may terminate the contract with immediate effect (i) if the Buyer is in material breach of the contract or these Terms and fails to remedy such breach within thirty (30) days of a written notice to do so or (ii) in case the Buyer is declared bankrupt, files for bankruptcy, goes into or is placed in liquidation, enters into an arrangement with its creditors or becomes insolvent, or is otherwise unable to meet its contractual obligations in full due to financial difficulties.
15 Severability
15.1 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that best reflects the original commercial intent.