General terms of sale and service | Legrand Finland

In these general terms of sale and service, the terms hereafter are defined as follows:

These General Terms of Sale and Service form part of the Agreement and shall be applicable to all Product and/or Service deliveries between the Parties. When placing the Order, the Purchaser approves these General Terms of Sale and Service referred to in the Offer Document and Agreement. These General Terms of Sale and Service are on display and copyable on Legrand webpages and their copy shall be sent to the Purchaser upon request.

In case of conflict the order of precedence of the contract documents shall be the following:

1. Agreement and/or Confirmation of Order 
2. Special Terms of Sale and Service
3. General Terms of Sale and Service 
4. Product-specific Guarantee Terms 
5. Legrand’s Standard Guarantee Terms 

The above-mentioned contract documents take precedence over all conflicting documents and conditions.

Should the Purchaser present in their Order a provision which conflicts with these General Terms of Sale and Service, these General Terms of Sale and Service shall prevail even in case Legrand fails to object to such a provision.

The Offer shall be valid for a period stated therein. Unless otherwise stated, the Offer shall be valid for thirty (30) days from the date of the Offer.

An Order placed in accordance with the Offer and within its validity period and the delivery of a written Confirmation of Order shall be considered as an Agreement between Legrand and the Purchaser. If the Order is not based on an Offer made by Legrand, it shall become binding when Legrand has accepted it and has sent out a written Confirmation of Order to the Purchaser. The delivery time of the Products shall also be confirmed in the Confirmation of Order. 

The Purchaser shall not have the right to cancel a binding Order without Legrand’s written approval.

Unless otherwise explicitly agreed, the Products shall be delivered according to INCOTERMS 2020 FCA term to the place identified by Legrand. In such a case, the risk is passed from Legrand to the Purchaser when Legrand delivers the Products to the first carrier assigned by the Purchaser.

Legrand ensures that the Products are packed in accordance with generally accepted industry practice and in a way sufficient to ensure the conservation and protection of the Products. If the Products require special packaging, this will be charged separately.

If the Parties, instead of specifying an exact delivery date, have agreed on a period of time during which the delivery shall take place, such a period shall start to run as soon as the Agreement is entered into, and other preconditions are fulfilled. If Legrand anticipates that it will not be able to deliver the Products within the agreed delivery time, it will, when possible, notify the Purchaser thereof in writing without delay, stating the reason for the delay and, if possible, the time when the Products will likely be delivered.

Unless otherwise agreed, Legrand shall not be liable to pay the Purchaser liquidated damages or indemnification for the delay, nor shall Legrand be held responsible for any indirect or consequential damage caused to the Purchaser.

Should the delay be due to a force majeure situation as set out in Clause 15, the Purchaser’s actions or default, or other circumstances attributable to the Purchaser, Legrand shall have the right to extend the delivery time by a period necessary considering all the relevant circumstances of the case. This provision shall apply regardless of whether the reason for the delay occurs before the agreed delivery time or after it.

Prices offered do not include value added tax. Value added tax shall be added, when necessary, to the total amount of the invoice according to the tax rate valid at the time of the delivery.

The Purchaser shall pay Legrand the purchase price for the delivered Products and/or Services as set out in the Agreement provided that the invoice fulfills the conditions specified in the Agreement. The invoice shall include at least the following information: name of the deliverer, address and contact information, the Purchaser’s address, date and number of the invoice, specification of delivered Products and/or Services, price, currency, amount of the value added tax or other tax, value added tax number or other tax identification information, and the agreed terms of payment. The invoices shall be delivered to the invoicing address set out in the Agreement.

Legrand shall have the right to amend prices if, after the Purchaser has placed the Order, the production costs of Products and/or Services, such as the prices of material, labour force and currency rates, change significantly. Legrand shall also have the right to amend prices in the event of an evident price error. Legrand shall inform the Purchaser of general changes in prices no less than fourteen (14) days prior to the amendment. In case the Purchaser does not approve the amendment, it is entitled to cancel the Order by informing Legrand in writing within one (1) week (seven (7) days) after having received the information of the change in price.

Unless otherwise agreed, the time of payment shall be fourteen (14) days net from the date of the invoice. Regardless of the method of payment, the payment shall be deemed effected only when the payable sum has been irreversibly credited to Legrand’s account. 

Should the Purchaser default on a payment within the agreed period of time, Legrand shall be entitled at its discretion to suspend the delivery without prior notice until the payment has been effected in its entirety, or alternatively cancel the remaining part of the Order and demand the Products that have already been delivered to be returned. In addition, Legrand shall be entitled to compensation for the costs incurred due to the collection of payments. The Purchaser shall be liable to pay interest on delayed payments for the overdue instalments in accordance with the Interest Act in force. The interest on delayed payments in commercial contracts, as set out in the Interest Act, is eight (8) percentage points higher than the reference rate of the Interest Act valid at each time.

Legrand shall also have the right to require an additional security from the Purchaser and/or switch to advance invoicing if, after entering into the Agreement, changes occur in the Purchaser’s circumstances that have or could have effect on the Purchaser’s financial status, operations, or other factors relevant to the Purchaser’s position.

The title of the Products shall pass to the Purchaser only after the entire purchase price with possible interest on delayed payments is paid to Legrand. The retention of title shall not affect passing of the risk under Clause 5. 

The Purchaser shall have the right to use the Products in a customary manner appropriate to their suitable use before the passing of title. Use that is likely to lower the value of the Product more than its customary use shall be prohibited. The Purchaser shall not resell, pledge, use, install, convert, or process the Products until their purchase price, including possible interests on delayed payments, has been paid in full. Nor shall the Purchaser legally dispose of the Products by means of an owner, for example, by assigning or pledging or by establishing other types of rights on them. A breach of these prohibitions shall entitle Legrand to cancel all orders and terminate the business relationship with the Purchaser with immediate effect and to demand to return the object of the purchase. 

Legrand shall be responsible for ensuring that the Products are manufactured in accordance with applicable mandatory legislation, and when delivered, are free from defects and third-party rights and suitable for the purpose set out in the Agreement. Legrand shall ensure that the delivered Products comply with the Agreement through its ISO9002-based quality system and quality verification actions included therein.

Legrand shall be liable to third parties for personal injuries and damages to property caused by its Products as according to valid legislation and limitations set out in these General Terms of Sale and Service. Parties shall immediately inform each other upon receiving information of such an injury, death, or damage.

Purchaser shall inform Legrand of any particular known risks relating to the Products’ properties or their intended use. Furthermore, the Purchaser shall inform Legrand of any existing product liability claims against the Products.

Both Parties shall maintain at their own cost liability, product recall, and product liability insurances covering third party damages. The insurance cover shall be sufficient and up to a level corresponding to customary industry standards. The cover shall be no less than one million (1,000,000.00) euro. The Purchaser shall be liable to present a certificate of the insurance detailing the cover upon a request from Legrand.

Should Legrand have any reason to suspect that the Product may cause a danger to users or third parties, Legrand shall have the right to suspend the deliveries and to recall the Product. In that case, the provisions of force majeure shall apply.

The Purchaser shall, within five (5) working days after receipt of the delivery, inform Legrand in writing of any visible defects or deficiencies appeared in the delivery or in the Products that the Purchaser has noticed or should have noticed. If the Purchaser fails to make such a written notice within this period of time, the delivery and the Products shall be deemed as complete and in good condition, and the Purchaser shall no longer invoke such a defect in the delivery or the Product. Should the Product have a defect that was not reasonably detectable at the time of the inspection, the Purchaser has nevertheless a right to make a complaint of such a defect within five (5) working days after the Purchaser has noticed or should have noticed the defect or deficiency.

Legrand issues a guarantee for its Products according to the separate Standard Guarantee Terms that form part of the Agreement. This guarantee shall take effect from the date of manufacture of the Products or at the latest, from the date of delivery of the Products, for a period of twenty-four (24) months, unless otherwise stipulated in the Standard Guarantee Terms. 

In case of a special Product or if a Product is otherwise produced according to specifications given by the Purchaser, Legrand shall be liable for that the structure of the Product meets the specifications. Legrand shall not, however, be liable for defects due to material or construction ordered by the Purchaser, nor shall Legrand be liable for the suitability of the Product for its intended use. Legrand’s liability extends only to defects that may arise when the Product is correctly used under conditions for which the Product is intended for as set out in the Agreement. The liability does not cover defects caused by faulty installation or deficient maintenance performed by the Purchaser, alterations made without the prior written consent of Legrand, faulty repairs by the Purchaser, conditions of use deviating from those that informed, or normal wear and tear or deterioration.

The Purchaser shall return to Legrand the Products rejected in inspection of the delivery or Products to be replaced or repaired under the guarantee, intact and in good condition, and in their original packing, if possible, and at the cost of Legrand. Legrand shall deliver the repaired or replaced Products to the original destination at its own cost. Returns shall always require a prior approval in writing from Legrand.

Legrand shall not be liable for damages caused by faulty installation or faulty maintenance unless Legrand itself has made the faulty installation or the faulty maintenance. Legrand shall not be liable for damages caused by inappropriate use of the Product or costs related to the removal of the faulty Product and its reinstallation. Legrand shall not be liable for any indirect or consequential damages and economical losses, such as lost profit, reductions of revenue, or lost good-will, unless the damage has been caused intentionally or of gross negligence. In any event, Legrand's total and combined liability is limited to the amount, excluding VAT, actually paid by the Purchaser for the relevant Order.

The material requirements of special Products shall always be specified in the offer request and Order. Legrand is liable for ensuring that the material in delivered Products complies with the agreed specifications. Unless otherwise agreed, tolerances shall be as generally applied by Legrand.

The parts for special Products shall be supplied by the Purchaser and delivered to Legrand’s factory at the agreed time. For serial Products, the number of parts supplied by the Purchaser shall exceed the total number needed for the Order by five (5) per cent. The Purchaser shall be liable for ensuring that the parts delivered are in accordance with the measures and specifications agreed upon. Furthermore, the Purchaser shall be liable for any additional costs incurred by Legrand due to defective parts that are unsuitable or otherwise deficient. 

Legrand shall provide the Purchaser with a sample of the special Product before starting serial deliveries if this has been agreed upon in connection with the Order. Such samples are subject to a charge. The Purchaser shall be liable at one’s earliest convenience to review the sample and notify the revision result to Legrand. Once the Purchaser has approved the sample without remarks, Legrand shall not accept any remarks on the delivered Products if they match the accepted sample.

Purchaser Site Risk Analysis
The document specifying the Purchaser Site Risk Analysis, for people and property, carried out with the Purchaser on the Product's environment shall be jointly signed before any servicing by Legrand. The Purchaser undertakes to comply with the measures recommended in this document.

Legrand may refuse to provide the Services in the event that it considers that the Facilities have not been installed or maintained in accordance with best practice, safety rules, for products or people, or current standards, and that this is likely to compromise the due provision of the Services.
 
Product Risk
Legrand may also refuse to provide the Services in the event that it considers that the Products themselves have not been installed or maintained in accordance with best practice, safety rules, current standards or the specifications featured in its catalogues and manuals.

Legrand may refuse to service Products that have been modified without its prior permission.

Preparation, connection and powering-up of the Product
Unless specifically agreed otherwise, the Purchaser is solely responsible for the delivery, unloading and unpacking of the Product, and conveyance of the Product on the premises. It is also solely responsible for the connection and wiring of the Product and of its Facility.

The Purchaser is an expert in the field of electrical installation (or is assisted by a specialist electrical installation company) and guarantees Legrand that it has followed the Product's installation recommendations specified in the technical documents.

After connection to the network, the Purchaser is solely liable for the powering-up of the Product and the consequences of any resulting incidents.

Dates, deadlines and servicing times
Legrand shall contact the Purchaser in order to agree on a date to provide the Services once the Purchaser has provided all the documents and information mentioned in article “Commissioning” below to Legrand.

It is specified that the dates, deadlines and servicing times indicated in the Special Terms of Service are provided for information purposes only. Non-compliance therewith cannot under any circumstances trigger penalties, damages or any liability for Legrand.

Postponement or suspension of Services attributable to the Purchaser
In the event of postponement or suspension of the Services for reasons attributable to the Purchaser, Legrand reserves the right to bill to the Purchaser all the costs and expenses paid by Legrand, including, without this list being exhaustive, transport and labour costs, as well as in general all costs resulting from extension of the Service provision deadline.

Completion of the provision of Services 
Commissioning
The Service shall be considered to have been provided after the manufacturer's tests have been carried out by Legrand. A Commissioning Report detailing the findings and actions carried out on the Product shall be drawn up and jointly signed.

The completion of the carrying out of the Commissioning is confirmed in the Commissioning Certificate jointly signed by the Parties. 

The Commissioning Certificate may certify compliant acceptance or minor non-compliance without safety risk, including specific instructions to the Purchaser that the latter undertakes to implement. Legrand may refuse acceptance and refuse the Commissioning of the Product in the event of a risk of any type whatsoever. 

The Purchaser shall however be required to sign the Commissioning Certificate stating the situation and pay for the Services upon receipt of the corresponding invoice. 

Preventive or Corrective Maintenance 
A Servicing Report detailing the findings and actions carried out on the Product shall be drawn up and jointly signed.

The completion of the carrying out of Preventive Maintenance is confirmed in the Preventive Maintenance Report jointly signed by the Parties. 

Only the Servicing Report shall confirm the completion of the Corrective Maintenance service. 

Components needed for Services 
Except if otherwise agreed by Legrand, the delivery of the components and other products needed to perform the Services is not included in the price of the Services. The Purchaser will have to issue an Order for Products under the conditions defined herein. 

Purchaser’s obligations 
The Purchaser undertakes to submit, no later than upon placing its Order, all the documents and information on the Product required for Legrand to provide the Services. The Purchaser undertakes to inform Legrand of all the special conditions for provision of the Services linked to the Site or to the Facility (-ies), particularly including safety standards or any other regulations applicable on the Site, the Site's specific characteristics, the Site access documents.

The Purchaser undertakes to confirm that its Facility is up to standard, safe and in good working order by signing the Commissioning Report or the Servicing Report.

At all times, the Purchaser guarantees the safety on the Site and the safety of its Facility (-ies) for Legrand staff, representatives or sub-contractors required to provide Services. 

In the event of Services on Site, the Purchaser undertakes to facilitate and guarantee unrestricted access to the Site and to the Product for which the Services are provided and to be present during the provision of the Services. 

Legrand's obligations
Legrand undertakes to provide the Services according to best practice, using qualified staff. However, it is specifically agreed that Legrand's obligations regarding the provision of the Services are considered as obligations of due care. 

Legrand shall provide Services in accordance with the Special Terms of Service and other applicable terms and conditions, on Legrand Group-branded Products.

 
Legrand reserves the right to suspend the Services at any time in the event that it appears in the course of the provision of the Services that the servicing conditions on the Purchaser's Site are likely to endanger the safety of Legrand, of its staff, representatives or sub-contractors. 

The Purchaser remains liable at all times for its Facility, and accordingly for the accuracy, exhaustiveness and suitability to its needs of the documents and information provided by Legrand. Legrand has no obligation to check, rework or modify the wiring or connection of the Products or of the Facilities. 

Legrand shall not be liable to the Purchaser of a delay or damage caused by a force majeure situation beyond Legrand’s control that Legrand could not reasonably have avoided or overcome and that Legrand could not reasonably have foreseen when entering into the Agreement or confirming a single Order.

For example, the following shall be considered as force majeure: war, riot, general strike, natural disaster, fire, epidemic, pandemic or other widespread disease, seizure, currency restrictions, embargo, unusual conditions, new or amended legislation or official regulations, terrorism or other circumstance significant in fact, unusual and beyond the control of the Parties. Delays in the deliveries by the subcontractor that result of a force majeure situation are also regarded as force majeure.

Should the force majeure last over three (3) months, each Party shall be entitled to terminate the Agreement immediately. Termination of the Agreement shall be made in writing. 

Both Parties shall, without undue delay, inform the other Party of a force majeure and of its termination.

Legrand shall provide the Purchaser with the relevant specifications and drawings related to the installation, use, and maintenance of the Products without additional charge and no later than the date the Products are delivered. Unless otherwise agreed, the Purchaser must be provided with at least one copy of each of these specifications and drawings. The specifications and drawings provided by Legrand are indicative only and shall not form part of the Agreement. Legrand shall not be liable for the Products to completely equal the specifications and drawings. Legrand reserves the right to change any and all specifications of the Products at any time.

Title to all drawings and technical documents related to Products or their manufacture and delivered to the Purchaser by Legrand before entering into the Agreement or after shall remain vested in Legrand.

The Purchaser shall use the received drawings, technical documents, and other technical information only for the purposes they have been delivered for. Without prior written consent by Legrand, they shall not be used in other ways or copied, duplicated, transmitted, or informed to third parties. The Purchaser must return to Legrand or destroy all drawings, technical documents, and other technical information upon the termination of the Agreement.

Legrand holds the exclusive title to all copyrights and industrial rights such as patents, trademarks, rights to utility models, design copyrights, and domain names of the delivered Products. The Purchaser agrees not to take any measures that could breach the aforementioned rights. This undertaking includes e.g. the prohibition to copy, duplicate, manufacture or alter the Products or any parts of the Products. In addition, the Purchaser shall not use, disclose, copy, duplicate, transmit, communicate, or make available to a third party any drawings, samples, technical descriptions, other knowhow or any other comparable information related to the Products without Legrand’s explicit written consent.

Concerning Products manufactured according to Legrand’s specifications, the title to all technical documentation relating to manufacture, testing, and use of the Products shall remain vested in Legrand. The Purchaser shall not without written consent by Legrand disclose or use any information protected by such industrial rights with a third party.

The Purchaser shall be liable for investigating and informing Legrand whether the special Product to be delivered is protected by a patent, protection of design, or an equivalent restriction. The Purchaser shall compensate Legrand for the damage caused by the infringement of industrial property rights. If a third party initiates proceedings against Legrand in relation to a breach of such industrial rights, the Purchaser shall be liable for the costs and damages thereof. In that case, the Purchaser shall also reimburse Legrand for any fees and other ancillary costs upon a written request by Legrand.

The Parties undertake not to pass on or disclose to third parties any information received from the other Party that is declared confidential or is to be regarded as such and is unpublished information relating to the Party that disclosed the information. The Party receiving confidential information shall use the information only to fulfill the obligations set out in the Agreement. 

Confidential shall not be the Parties’ information that

(i)    was verifiably in the possession of the other Party without a breach of confidentiality prior to entering into the Agreement;

(ii)    is publicly accessible when entering into the Agreement or becomes later publicly accessible without a breach of confidentiality (the latter as of the moment they become public); 

(iii)    comes to the attention of the Parties from a third party without a breach of confidentiality;

(iv)    is general and public information related to markets and/or clients, and the Party receives it through cooperation related to the Agreement and the fulfillment of the obligations set out in the Agreement;

(v)    the Party has independently developed; or

(vi)    the Party must pass on or disclose due to compelling legislation or an order by a public authority.

The Party receiving the confidential information shall immediately cease to use the confidential information received from the disclosing Party when the receiving Party no longer needs the information for the purpose set out in the Agreement. The receiving Party shall return or destroy all confidential information received from the disclosing Party at their request. If the confidential information is not returned or destroyed, it shall remain subject to the Agreement’s confidentiality obligation, but shall no longer be used as of the date of the request.

 
The confidentiality set out in this Clause shall remain in force also after the termination of the Agreement and is in force as long as the confidential information has, or it may have relevance to the disclosing Party. 

The Purchaser acknowledges that he is acquainted with and adheres to Legrand's sustainable development and business ethics requirements, as set out in the Charter of Fundamental Principles, in the Guide to Good Business Practices and in the Charter for Fair Competition, which is available on the Legrand Group’s Website - http://www.legrandgroup.com/EN/. 

The Purchaser undertakes to comply with the Legrand Group sustainable development policy especially regarding environmental protection, compliance with social and labour applicable rules and policies, occupational health and safety of its employees, ethical conduct in business relationship and more specifically prevention of corruption and compliance with competition rules. 

In terms of prevention of corruption, Legrand expects the Purchaser to reject corruption in all its forms, whether public and private, active or passive. To this end, the Purchaser undertakes to comply with all applicable national and international laws and regulations relating to the prevention of corruption of each country he is established in and/or he operates in. 

In terms of competition law, Legrand expects the Purchaser to reject every unfair or anti-competitive practice and to demonstrate a law-abiding behaviour towards its competitors, its customers and its suppliers. To this end, the Purchaser undertakes to comply with all applicable national and international laws and regulations relating to fair competition of each country he is established in and/or he operates in. 

The Purchaser undertakes to observe and to implement within its group principles of good business practices equivalent to those described in the Fair competition Charter of the Legrand Group especially concerning prohibited vertical agreements, abuse of market power or exchanging of privileged information with competitors. 

The Purchaser undertakes to comply with all laws and regulations on embargoes, economic, commercial or financial sanctions or restrictive measures applied by France, the United States, the European Union or any other applicable national legislation (“embargoes”) and to obtain all licences, shipping documents and authorisations required for the resale, export or re-export of Legrand Group products. 

Accordingly, the Purchaser agrees not to: 

• export or re-export the Products to a country which is prohibited or subject to restrictions, without having obtained all necessary authorisations from the French, European or American authorities or those of any other country that imposes restrictions; 
• supply the Products to persons, organisations or entities subject to restrictions by France, the European Union or any other country; or to persons, organisations or entities about which there are reasons to believe that they fail to comply fully with the national or international regulations in force;
• export or re-export the Products for the purpose of using them in sectors that are prohibited or subject to restrictions by the law and embargo regulations;
• issue or collect any financial flows without having previously notified and/or obtained the necessary authorisations from the competent authorities.

The Purchaser is responsible for obtaining all authorisations or licences as required by the export regulations and guarantees to hold Legrand not liable in regard to any recourse pertaining thereto. Legrand may suspend its obligations and the Purchaser’s rights until such time as the authorisations and guarantees have been granted or for the period of such restrictions or prohibitions. In all events, Legrand shall be able to cancel the Order without thereby giving rise to any liability whatsoever with regard to the Purchaser or end-user. 

In case the other Party essentially and repeatedly breaches the terms of the Agreement, and the breaching Party has not remedied the contractual breach within thirty (30) days of the written notice by the offended Party, the Parties shall have a right to cancel the Agreement with a written notice.

The written cancellation notice must be delivered to the breaching Party verifiably within fourteen (14) days of the expiration of the aforementioned period of time. The circumstances for which the Agreement is to be cancelled must be specified in the notice.
Furthermore, the Parties shall have the right to cancel the Agreement with a written notice if the other Party is filed for bankruptcy or is declared bankrupt, becomes subject of liquidation, or is confirmed without means in recovery proceedings. The Parties shall have the aforementioned right if the other Party becomes insolvent or its financial status diminishes essentially in relation to the time of concluding the Agreement.

Legrand shall also have the right to cancel the Agreement for productional or technical reasons for which the continuation of the Agreement becomes impossible for Legrand. 

The cancellation of the Agreement shall not affect the rights and obligations that the Parties have at the time of conclusion of the Agreement. 

The Agreement together with its annexes form the entire Agreement between the Parties related to the delivery of the Products and/or Services. Upon entry into force, this Agreement shall replace all prior agreements on the matter concluded between the Parties. 

All changes to these General Terms of Sale and Service or other documents listed in Clause 3 shall be done in writing and confirmed by the official signatures of both Parties. 

The Parties shall not assign the Agreement to a third party without a prior written approval of the other Party. However, Legrand shall, without a written consent of the Purchaser, have the right to assign the Agreement or rights and obligations stated therein in part or in whole to another company of Legrand Group or to a third party to which the business referred to in the Agreement is transferred. 

No right conferred to either Party under law or common practice shall be deemed waived unless an explicit agreement has been concluded or the expression of a waiver has been explicitly given when the circumstances to exercise the right have arisen. 

This Agreement is governed by the laws of Finland. However, provisions on choice of law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply.

Any dispute, controversy or claim arising out or relating to this Agreement, 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 in Helsinki. The number of arbitrators shall be one when the claims and counterclaims resulting of the Agreement without expenses and interests does not exceed five hundred thousand (500,000.00) euros. If five hundred thousand (500,000.00) euros is exceeded, the number of arbitrators shall be three. The language of arbitration shall be Finnish. 

However, Legrand shall always have the right to bring an action based on unpaid invoices in the District Court of the claimant’s district of residence.