1. Preamble: These General Terms and Conditions, once made available by MNAB to its customers, regardless of the method of communication, incl. website www.michelin.fi/generalterms, are applicable for all orders from customers. They stay applicable until amended or updated General Terms and Conditions are made available by MNAB to its customers, regardless of the method of communication.
MNAB and the customer may agree, in writing, on amendments to the General terms and conditions.
2. Prices, bonus, rebates: Orders shall be at prices (and conditions) set by MNAB, applicable on the date of dispatch.
MNAB shall be entitled to change the applicable prices, including bonuses and rebates, without notifying the Customer.
Prices given are exclusive of value added tax, environmental charges and any customs duties.
MNAB reserves its right to impose a surcharge for non-electronic (i.e. telephone) order and for non-electronic invoice (i.e. paper-based).
3. Delivery: MNAB shall be liable for carriage to the Customer’s delivery address registered in the Michelin Customer Account. MNAB reserves the right to add a delivery charge for small value orders. MNAB shall use reasonable endeavours to meet desired delivery dates but MNAB has no liability if it is unable to do so.
4. Payment terms: Payment shall be received by MNAB within 30 days of the invoice date, unless otherwise agreed. Neither a promissory note nor any other undertaking to pay shall be deemed to be payment until fully honoured. Should the Customer not pay in due time, MNAB shall be entitled to late payment interest of two (2) per cent per month from the due date. The Customer shall be deemed to have accepted these payment terms if no complaint thereto is submitted to MNAB.
5. Retention of property: the supplied goods shall remain MNAB’s property until they have been fully paid for in accordance with contract and applicable General Terms and Conditions, to the extent that such retention of title is valid under applicable law.
6. Defective goods – obligation to notify - compensation:
On receiving the goods, the Customer is under a duty to check the delivery against the packing/delivery note and to conduct inspection for defects in material and manufacture, damage to goods and packaging and quantity delivered. Defective goods that are replaced are the property of MNAB and shall be returned to MNAB unless otherwise specified. If the Customer does not notify MNAB within the given time limit and in accordance with the stipulated conditions below, MNAB shall be entirely free from responsibility.
6.1 Defects that have arisen during transport, damage in transit:
On delivery of the goods, the Customer is under a duty to inspect the goods without delay and at the latest within 7 days, and notify MNAB immediately of visible and hidden defects that can be presumed to have arisen during transit. In order for the Customer to receive compensation, the notification must be made to the carrier (marking on the delivery note) and to MNAB. No compensation will be paid out if notification is sent to Michelin after 7 days.
6.2 Defects that have existed prior to delivery to the Customer:
MNAB’s liability for defects in the goods shall apply only to such defects as constitute original defects i.e. that were present before delivery to the Customer. Defect shall mean only defects in material or manufacture. MNAB shall be liable to exchange the defective goods for new, fault free ones, unless after a case by case examination and analysis of the defect in the goods it is decided that the Customer shall pay for the new goods. Claims with regards to these defects shall be communicated directly and immediately to MNAB after the Customer has received the goods and written notification shall be sent to MNAB no later than two (2) weeks after the time of delivery.
6.3 Defects arising after delivery of goods to the Customer:
MNAB’s liability shall not extend to defects caused by circumstances that arose after the risk in the goods had passed to the Customer. MNAB’s liability does not, for example, extend to defects caused by improper storage or incorrect handling on the Customer’s part. Furthermore, MNAB shall not be liable in any respect for damage arising through abnormal use of MNAB’s products. The conditions laid down by MNAB, especially with regard storage, mounting, inflation, pressure and use, shall be adhered to by the Customer. The Customer shall be under a duty in turn to inform users and its own customers thereof.
It is forbidden to change or mutilate wholly or in part marks or numbers on MNAB’s products without MNAB’s approval or to sell products that have been changed or mutilated.
6.4. Economic loss:
MNAB shall not be liable to make any compensation to the Customer for loss of production, profit or other economic or indirect loss.
7. Return of new tyres: MNAB only accepts return of new tyres, that have been delivered a maximum of 12 months prior to the time of return. The right to return is subject to prior validation by Michelin. Upon validation, the Customer shall submit a Michelin return form together with the original invoice or delivery note as proof of purchase, before any credit note will be issued. MNAB shall deduct the following fee per returned tyre:
800kr/800NOK/80euro/600DKK for Agricultural, Earthmover and Industrial tyres,
150kr/150NOK/15euro/110DKK for Passenger car tyres and van tyres,
500kr/500NOK/50euro/370DKK for truck and bus tyres.
8. MNAB’s recommended conditions: MNAB’s recommended conditions of storage, tyre selection, mounting, pressure, tyre use and its limits, tyre monitoring, repairs or similar interventions, tyre maintenance etc. shall be followed and respected by the Customer who in turn are held to inform the end users of the above-mentioned conditions.
9. Repairs: The Customer shall train its employees who are involved in placing MNAB’s products with the end users and prohibit all repairs (tyre punctures, rim welding etc.) without first demounting the tyre. The Customer agrees to consult MNAB’s technical documentation, one of MNAB’s technicians, or MNAB’s web site at www.michelin.fi.
10. Force Majeure: Each Party shall be relieved from liability for a failure to perform any obligation under this Agreement during such period and to the extent that the due performance thereof by such Party is prevented by reason of any circumstance beyond the reasonable control of the Party, such as act of God, war, terrorism, civil disturbance, malicious damage, strike, lockout, industrial action, lack or failure of transportation facilities, fire, flood, drought, extreme weather conditions, compliance with any law or governmental order, rule, regulation, direction or other circumstance beyond the reasonable control of either party (‘Force Majeure Event’), provided that such Party could not reasonably be expected to have taken into account the occurrence and the effects of the occurrence upon its ability to perform hereunder, and that it could not reasonably have avoided the occurrence and overcome its effects.
The Party desiring to invoke Force Majeure Event hereunder shall give notice to the other Party as soon as possible but no later than 30 days after the commencement and the cessation of such Force Majeure Event, failing which the Party shall not be discharged from liability for any non-performance caused by such Force Majeure Event. Both Parties shall make all reasonable efforts to prevent and reduce the effect of any non-performance of this Agreement caused by a Force Majeure Event.
11. Copyright: Michelin invests heavily in research and development to ensure that its tyres achieve a high level of performance. Michelin is aware that certain organisations attempt to copy Michelin tyres or present their products as Michelin tyres. Legal proceedings will be commenced against any infringement of Michelin tyres or misuse Michelin's intellectual property rights
12. Homologations: Tyres for the European market have to comply with specific legislative requirements. This is shown by tyres being marked "E2" or equivalent. Michelin has no responsibility for tyres sold, distributed or used in Europe which are not E-marked. Michelin does not guarantee their performance.
13. Export Control: Michelin Group Positions: The Customer shall respect the Michelin Group Positions, which may contain more restrictive provisions than the Trade Restrictions as defined below. These Group Positions are based on commercial considerations and other compliance concerns, including but not limited to: money laundering and corruption concerns and concerns related to the financing of terrorism. These Group Positions apply to the products sold as spare parts or incorporated in a higher-level assembly (such as fitted unit, a ground vehicle, a plane, etc…). As of signature date of the Agreement, the list of countries to which MNAB refuses and prohibits any direct or indirect sales (including transit across these countries) is as follows: Cuba, Iran, North Korea, Syria. This list is subject to changes during the term of the agreement and MNAB reserves the right to regularly notify such changes to the Customer.
13.1 Trade Restrictions: The Customer shall comply with all applicable laws and regulations with regard to the supply, sale, transfer, export, re-transfer, or re-export of the products, including but not limited to those relating to: trade sanctions (including but not limited to comprehensive or sectoral embargoes and restricted parties) and export controls (including but not limited to military or dual usage products), altogether defined hereafter as “Trade Restrictions”. For the avoidance of doubt, all applicable laws and regulations could include those originating out of the United Nations, the European Union, the OSCE, or the United States of America.
13.2 The Customer shall not cause MNAB to, either directly or indirectly, risk any potential violation of any applicable Trade Restrictions. Furthermore, the Customer will not supply, sell, transfer, export, re-transfer, re-export, or otherwise make available or use any product supplied by MNAB in order to circumvent, evade or avoid any applicable Trade Restrictions.
13.3 The Customer shall only supply, sell, transfer, export, re-transfer, re-export, otherwise make available or use products as permitted by applicable law and shall not supply, sell, transfer, export, re-transfer, re-export, or otherwise make available, either directly or indirectly, any products:
a) To any individual, entity or body resident, located, registered, incorporated, domiciled or head-quartered in any jurisdiction targeted by applicable Trade Restrictions;
b) To any “Restricted Person”:, Restricted Person shall mean any individual, entity or body either: (i) specifically designated or listed under Trade Restrictions; (ii) owned or controlled by any person specifically designated or listed under Trade Restrictions; or, (iii) acting for or on behalf of any person specifically designated or listed under Trade Restrictions and
c) For any use, purpose or activity which is prohibited or otherwise restricted under Trade Restrictions,
13.4 Where MNAB has reasonable cause to suspect that any product may be or has been supplied, sold, transferred, exported, re-transferred, re-exported, otherwise made available to any jurisdiction targeted by applicable Trade Restrictions, or to a Restricted Person, or for any use, purpose or activity which is prohibited or otherwise restricted under Trade Restrictions, MNAB reserves the right to:
a) Immediately suspend its performance under the Agreement;
b) Request further information or documentary evidence from the Customer, including but not limited to:
i. Any licences, authorisations, permits, or approvals obtained by the Customer with respect to the supply, sale, transfer or export of the products;
ii. Any End User Certificates or Undertakings supplied to the Customer;
iii. Any shipping or commercial documentation, including: invoices; or, bills of lading,
in order to verify the end use(s) or end user(s) of the products.
c) Take any other appropriate measure regarding its commercial relationship with the Customer
13.5 The Customer certifies that, as of the date hereof, neither the Customer, nor any of the Customer’s Group Companies, nor any of their respective directors or officers is a Restricted Person. The Customer shall immediately notify MNAB if the Customer, or any of the Customer’s Group Companies, or any of their respective directors or officers becomes a Restricted Person. Furthermore, the Customer shall immediately inform MNAB if the Customer is or become aware or has reasonable cause to suspect that either the Customer, or any of the Customer’s Group Companies, or any of their respective directors or officers may become a Restricted Person.
13.6 In the event that any product supplied by MNAB is re-supplied, re-sold, re-transferred, re-exported, re-distributed or otherwise made available to any third party, the Customer shall take all actions reasonably necessary to ensure that such third parties: (a) Comply with any applicable Trade Restrictions or Michelin Group Positions; and, (b) Do not cause MNAB to directly or indirectly violate any applicable Trade Restrictions or Michelin Group Positions (as defined in last paragraph of this clause).
13.7 The Customer shall indemnify and hold harmless MNAB from and against any losses, costs, claims, causes of action, damages, liabilities and expense, including attorneys’ fees, any expense of litigation or settlement, and court costs, arising from any noncompliance with Trade Restrictions or Michelin Group Positions by the Customer. The Customer shall be responsible for any act or omission of the Customer, its officers, employees, affiliates, agents, suppliers, or subcontractors at any tier, in the performance of any of its obligations under this clause.
14. General obligations: The Customer undertakes as part of the business association with MNAB to refrain from any action that may lead to criminal liability in breach of competition or regarding fraud, bribery, receiving a bribe or other corruption offences of persons employed by the Customer or other third-parties engaged by the Customer. Irrespective of what is stated above, the Customer undertakes to comply with all laws and regulations that apply to this delivery relationship, and comply with the guidelines on the correct use of the brands of the Michelin Group.
In the event of violation, we shall be entitled to terminate the existing contracts without notice or withdraw, and break off all negotiations.
15. Confidentiality: The Customer undertakes to handle all commercial, technical, and other information related to MNAB’s organization, which is not publicly available, and which the Customer are exposed to in connection with our commercial relationship, as confidential information.
16. Personal data processing: Each party shall comply with the obligations imposed on them under the General Data Protection Regulation (EU/2016/679) and any applicable local laws as amended from time to time (the “Data Protection Legislation”).
In the event that MNAB processes personal data pertaining to the Customer, MNAB undertakes to follow the Privacy Policy made available, and updated from time to time, on the Michelin website (www.michelin.fi). The Customer undertakes to keep any data subjects informed of any and all processing, carried out by MNAB, of their personal data, for the purpose of the administration of this agreement or any order made by the Customer and the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer and other processing of personal data to MNAB for the duration and purposes of this agreement. The Customer is responsible at all times during the term of this agreement for compliance with the Data Protection Legislation. The Customer warrants that it is aware of and agrees to the privacy and data protection policies, and terms of use regarding MNAB’s websites and systems used for the performance of this agreement. The Customer undertakes to inform their representatives and employees that, in the event that they wish to exercise rights under the Data Protection Legislation i.e. the right to be informed. the right to access, rectification, erasure, to object, to restrict processing, and where appropriate the right to data portability and to object in relation any automated decision making and profiling they shall contact MNAB’s privacy and protection manager at (legal.general@michelin.com). In the event that the Customer processes personal data pertaining to MNAB or MNAB employees, the Customer undertakes to, in the capacity of data controller, comply with the Data Protection Legislation.
17. Amendments to these General terms and conditions: MNAB reserves the right to modify, at any time without notice, these General terms and conditions. The amended General terms and conditions are applicable from the moment they have first been made available to customers, regardless of the communication support.
The applicable General terms and conditions are available on MNAB website (www.michelin.fi/generalterms) and, upon request to the customer service, in electronic or paper format:
Michelin Nordic AB,
Kundtjänst, Box 47175, SE-100 74 Stockholm
e-mail: orderfi@michelin.com
Tel +46 (0)8 709 07 00
18. Disputes Settlements: Disputes relating to the General terms are governed by Finnish Law and shall be settled by Helsinki District Court. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.