Masaro Terms of Use and Delivery

1.1 These terms apply when Silver Trade Hub Oy (business ID 3618531-8, trading name Masaro, hereinafter the Seller) sells food products and packaging supplies to a business customer (hereinafter the Customer) on the Masaro ordering platform or otherwise. The terms also apply to the use of the ordering platform.

1.2 The Seller sells only to businesses. These terms do not apply to consumer sales.

1.3 If documents conflict, they apply in the following order:

• 1. the signed customer agreement and its appendices
• 2. the price list confirmed to the Customer
• 3. these terms
• 4. the Finnish Sale of Goods Act (355/1987).

1.4 If mandatory legislation, such as the Food Market Act (1121/2018) or the Act on Payment Terms in Commercial Contracts (30/2013), requires otherwise, the law applies. In all other respects these terms remain in force.

1.5 The agreement does not grant exclusivity to either party. The Customer has no purchase obligation.

3.1 A business is accepted as a customer if it has a valid business ID, food premises registered or approved under the Food Act (297/2021) and an approved credit check. The Seller decides whether to accept a customer.

3.2 When opening a customer account, the Seller checks the Customer's company details and signing authority in the Trade Register as well as its credit information. The information may be checked again during the customer relationship.

3.3 User credentials are personal. The Customer is responsible for ensuring that its credentials are used only by persons authorised by the Customer to place orders, and the Customer is responsible for orders placed with its credentials.

3.4 If credentials fall into the wrong hands or an authorised person changes, the Customer notifies the Seller without delay. The Customer is responsible for orders placed with the credentials until the notification has reached the Seller.

3.5 The Customer keeps its contact details, delivery address, invoicing details and information about its food premises up to date.

3.6 The Seller may suspend the use of the ordering platform for maintenance. The Seller aims to carry out maintenance outside order cut-off times and gives advance notice of longer outages.

4.1 The agreement is formed when the Customer has accepted these terms in a customer agreement or on the ordering platform and the Seller has accepted the Customer as a customer.

4.2 Orders are placed on the ordering platform. An order placed by phone, email or message is an exception, and the Seller confirms it in writing before delivery.

4.3 An order must reach the Seller no later than 12:00 on the business day before the delivery day. The ordering platform shows the order cut-off before the order is confirmed. An order placed after the cut-off is delivered on the next delivery day.

4.4 The minimum order is EUR 350 (excluding VAT) per delivery.

4.5 An individual order binds the Customer once the Customer has confirmed it on the ordering platform and received an order confirmation. Until the order cut-off, the Customer may request that the order be changed or cancelled by writing to info@masaro.fi or by contacting its sales representative. The Seller makes the change free of charge.

4.6 The Customer may order a product up to the quantity available at the time of ordering. Sold-out products are not back-ordered; the Customer orders them again when the product is available.

4.7 The Seller may cancel an order or an order line if the price is obviously incorrect or the product is not available. The Seller notifies the Customer of the cancellation without delay, and the Customer does not pay for the cancelled part.

5.1 Product information, such as ingredients, allergens, country of origin, shelf life and manufacturer, is shown on the ordering platform. Before ordering, the Customer checks whether the product is suitable for its use.

5.2 A product has the characteristics stated for it by the manufacturer. A halal certificate or other similar certificate is valid to the extent shown by the manufacturer's certificate. The Seller provides the certificate on request.

5.3 The Seller may change its product range. The discontinuation of a standard product is announced on the ordering platform on the product card or in a range bulletin at least 30 days in advance, if the supply chain allows.

5.4 If a product is missing from a delivery, the Seller notifies the Customer before the delivery and offers a substitute product if one is available. A single missing product is not a breach of contract. The Customer pays only for the products delivered.

6.1 Product prices are stated in euros excluding VAT. The ordering platform also shows the order total including VAT. VAT is added at the rate in force at the time.

6.2 The Customer's price consists of the list price and the discount agreed in the customer agreement. The Customer sees its own price on the ordering platform.

6.3 An order is subject to the price in force when the Customer confirms the order. The price is stored with the order and does not change afterwards.

6.4 Prices include delivery in accordance with section 12, unless otherwise agreed.

6.5 The Seller gives notice of a price increase at least 21 days before it takes effect. If the increase results from an authority's decision, a tax, a customs duty or an exchange rate, the Seller gives notice as soon as possible.

6.6 The payment term surcharge is a VAT-exempt financial service under section 41 of the Value Added Tax Act (1501/1993). It is shown as a separate line, without VAT, on the order confirmation and the invoice.

7.1 The Customer is paid an annual rebate on purchases made and paid for during the calendar year in accordance with the appendix to the customer agreement. The rebate is calculated on the purchases of the whole year according to the tier the Customer has reached at the end of the year.

7.2 The basis for calculating the rebate does not include products marked as excluded from the rebate, nor delivery charges, small-delivery surcharges, payment term surcharges, deposits or VAT.

7.3 The rebate is paid as a credit note by the end of February of the following year. The rebate is not paid if the Customer has overdue payments to the Seller or if the customer relationship has ended due to the Customer's material breach of contract.

7.4 The Customer sees the accrued rebate on the ordering platform.

8.1 The primary payment method is Pay now. The price shown on the ordering platform is the Pay now price, and no payment-method charges are added to it.

8.2 Pay now is paid by online payment when ordering or by prepayment invoice, depending on what the ordering platform offers. No handling fee or payment term surcharge is charged for a prepayment invoice.

8.3 A prepayment invoice is paid no later than the order cut-off for the delivery day, using the reference number stated on the prepayment invoice. The Seller delivers the order once the payment has been credited to the Seller's account.

8.4 If a prepayment invoice has not been paid by the order cut-off, the order is moved once to the Customer's next agreed delivery day. The Seller notifies the Customer of the move and the new payment date by email. If the payment does not arrive by the new deadline either, the order is cancelled. The cancellation causes no costs to either party.

8.5 When an order paid with Pay now is cancelled, or an order line is cancelled, the Seller refunds the payment for the cancelled part to the Customer within 14 days.

9.1 An invoice with a payment term is an additional service granted at the Seller's discretion. The Customer has no right to it. As a rule, a new Customer has no payment term.

9.2 The payment terms are 14 and 30 days net. The invoice is dated on the order date, and the due date is calculated from the order date.

9.3 The Customer can choose an invoice when all of the following conditions are met:

• a) The Seller has granted the Customer a credit limit and a maximum payment term by a credit decision.
• b) The Customer has paid the number of orders specified by the Seller in full using Pay now, unless the Seller has already approved invoicing earlier. The number is shown to the Customer on the ordering platform.
• c) The Customer has no overdue unpaid invoices.

9.4 The payment term includes a payment term surcharge, which covers invoice handling and the price of the payment term. The ordering platform shows the surcharge in euros for each payment term before the order is confirmed. The surcharge is charged once per order and itemised as a separate line on the order confirmation and the invoice.

9.5 The Seller may change the payment term surcharge or withdraw a payment term by notifying the Customer. The change does not apply to orders already confirmed.

9.6 The credit limit is at most EUR 3,000 including VAT, unless otherwise agreed in writing. The Seller notifies the Customer of the credit limit. The limit is used by the Customer's unpaid invoice orders at their VAT-inclusive price excluding the payment term surcharge. The limit is released as invoices are paid.

9.7 If an order does not fit within the remaining credit limit, the excess is paid with Pay now. If the ordering platform does not yet allow an order to be split, the whole order is paid with Pay now.

9.8 The Seller reviews the credit limit every six months on the basis of the Customer's order and payment history. Invoices paid on time may lead to an increase in the limit, and late payments to its reduction or removal. The Seller may also change or remove the credit limit between reviews. The Seller notifies the Customer of any change to the limit.

9.9 Invoices are sent primarily as e-invoices.

9.10 The Seller may finance an invoice receivable or assign it to a finance company. The assignment does not change the Customer's payment terms. The invoice states to whom payment is to be made.

9.11 A payment term longer than 30 days must be agreed separately in writing (Act on Payment Terms in Commercial Contracts 30/2013, section 5). Such a payment term cannot be chosen on the ordering platform.

10.1 If an invoice is paid late, the Customer pays late payment interest on the overdue amount under section 4 a of the Interest Act (633/1982). The interest rate is eight percentage points above the reference rate in force at the time.

10.2 The Seller is entitled to a fixed compensation of EUR 40 for collection costs under section 10 i of the Act on the Collection of Debts (513/1999). If the collection costs are higher, the Seller is also entitled to compensation for the excess.

10.3 While the Customer has an overdue unpaid invoice, no new invoice orders can be placed until the invoice has been paid. The Customer can still order using Pay now.

10.4 The Seller may suspend deliveries if the Customer's ability to pay deteriorates materially. The Seller notifies the Customer of the suspension. The suspension does not release the Customer from its payment obligation.

10.5 Payments are allocated first to the oldest overdue receivable.

10.6 The Customer may not set off an undisputed receivable against its own counterclaim without the Seller's consent.

11.1 Ownership of a product passes to the Customer when the purchase price, including interest and costs, has been paid in full. The Customer may nevertheless use the product in its ordinary course of business.

12.1 The delivery term is delivered at place to the Customer's premises (Incoterms 2020 DAP). The risk passes to the Customer when the goods are handed over to the Customer or its representative at the delivery address.

12.2 Delivery days and the delivery time window are agreed in the customer agreement. The Seller gives notice of a material delay as soon as it becomes known.

12.3 The Customer arranges receipt so that the delivery can be unloaded at the agreed time and chilled and frozen products can be moved to the correct temperature immediately.

12.4 If a delivery cannot be handed over for a reason attributable to the Customer, the Customer pays the waiting, repeat visit and return costs charged by the carrier as incurred. The Customer also pays the full price of products that can no longer be sold because the cold chain has been broken.

12.5 Each delivery is accompanied by a delivery note showing the products, quantities and batch codes. The temperature log for chilled and frozen loads is provided on request.

13.1 The Customer inspects the delivery on receipt: the number of packages, the condition of the packaging, the temperature of the products and the dates. Visible damage and any discrepancy in the number of packages are noted on the consignment note or the delivery note before signing for the delivery.

13.2 The Customer confirms the delivery on the ordering platform either as in order or by reporting a shortcoming. The confirmation can be corrected on the same day.

13.3 Claims are made on the ordering platform. The claim states the product, the quantity and the reason for the defect. A photograph of the defect is attached if the defect is visible in a photograph.

13.4 A claim must be made within 48 hours of the delivery's arrival. If the arrival time has not been recorded, the time is calculated from the end of the day of arrival. The exact time at which the claim period ends is shown on the ordering platform with the order.

13.5 A hidden defect that could not have been detected during the inspection on receipt is reported immediately after it is discovered, and no later than 7 days after delivery. If the claim period on the ordering platform has already ended, the report is sent to info@masaro.fi.

13.6 Late claims are not processed unless the Seller has acted with gross negligence or the defect affects the safety of the product.

13.7 The Customer keeps the product it has reported as defective until the Seller has processed the claim, but for no more than 5 business days. For food safety reasons, the Seller may instruct the Customer to dispose of the product immediately.

13.8 The Seller remedies an accepted defect primarily by delivering a non-defective product with the next delivery. If no replacement product is available or the Customer no longer needs it, the defect is compensated with a credit note. The Customer sees the processing status and resolution of the claim on the ordering platform.

14.1 Non-defective products are not taken back without the Seller's prior permission. Products procured separately at the Customer's request are not taken back.

14.2 If the Seller accepts a return, the Customer is credited 80 percent of the product's net price. The product must be in its unopened sales packaging and in an unbroken cold chain. The return is collected with the next delivery.

15.1 The Seller ensures the traceability of products in accordance with the Food Act (297/2021) and Regulation (EC) No 178/2002. The batch code is shown on the delivery note.

15.2 The Customer keeps delivery notes for at least one year after delivery.

15.3 If the Seller announces a recall, the Customer immediately stops using and selling the batch concerned, separates the batch from other goods, reports the quantity in its possession and follows the Seller's instructions. The Seller credits the recalled product in full.

15.4 The Customer is responsible for having the registrations or approvals required for its operations and for storing and handling the products in accordance with the manufacturer's instructions. The Seller is not liable for a defect caused by the Customer's storage or handling.

16.1 The Seller's liability for a defect is limited to delivering a non-defective product or crediting the price of the defective product.

16.2 The Seller is not liable for indirect damage, such as loss of profit, loss of turnover, business interruption or compensation payable to a third party.

16.3 The Seller's liability for a single loss is limited to the amount the Customer has paid for the delivery concerned. For all losses in the same calendar year, the total liability is limited to the Customer's purchases in that year excluding VAT.

16.4 The limitations do not apply to damage caused intentionally or through gross negligence, nor to liability under the Product Liability Act (694/1990).

17.1 A party is not liable for a delay or damage caused by an impediment beyond its control that it could not reasonably have taken into account when the agreement was made. Such impediments include, for example, an order by an authority, a pandemic, an animal disease, war, an import ban, a widespread disruption of international transport, a disruption of energy or water supply, industrial action, a natural disaster, a telecommunications network disruption and a cyberattack.

17.2 An outage of the ordering platform caused by the Seller's own operations or maintenance is not considered force majeure. During such an outage, the Seller accepts orders by other means and informs the Customer of this.

17.3 The impediment is notified to the other party without delay. If the impediment lasts more than 60 days, either party may terminate the agreement with respect to its unperformed part.

18.1 The content of the ordering platform, such as product images, product texts and Masaro trademarks, belongs to the Seller or its licensors. The Customer may not copy or use the content for any purpose other than ordering without the Seller's written permission.

19.1 The Seller processes personal data of the Customer's contact persons and users as a controller. The processing is described in the privacy notice at masaro.fi/privacy.

20.1 A party does not disclose to third parties, or use for any other purpose, confidential information received from the other party. Confidential information includes in particular price lists, discounts, payment terms and payment term surcharges, credit limits, annual rebate tiers, customer and supplier information and information about the implementation of the ordering platform.

20.2 The obligation does not apply to information that is public, that the party has received from a third party without an obligation of confidentiality, or that must be disclosed under law or an order by an authority.

20.3 Each party is responsible for ensuring that its employees and subcontractors comply with the confidentiality obligation.

20.4 The confidentiality obligation remains in force for the term of the agreement and for three years after its termination.

21.1 The Seller may amend these terms. Amendments are announced on the ordering platform and by email at least 30 days before they take effect.

21.2 If the Customer does not accept an amendment, it may terminate the agreement to end on the date the amendment takes effect by giving written notice before that date. If the Customer places an order after the amendment has taken effect, it is deemed to have accepted the amendment.

21.3 An amendment does not apply to orders confirmed before the amendment takes effect.

22.1 The agreement is valid until further notice. Either party may terminate it to end 30 days after written notice.

22.2 The Seller may terminate the agreement with immediate effect if an invoice has been overdue for 7 days and the Seller has sent a payment reminder. Instead of terminating the agreement, the Seller may suspend deliveries in accordance with section 10.4.

22.3 A party may terminate the agreement with immediate effect if the other party materially breaches the agreement and does not remedy the breach within 14 days of written notice. The same applies if the other party is declared bankrupt, enters corporate restructuring or is otherwise insolvent.

22.4 When the agreement ends, all of the Seller's receivables fall due immediately. Sections 11, 15, 16, 19, 20 and 23 remain in force after the agreement has ended.

23.1 The agreement is governed by the laws of Finland, excluding its choice-of-law rules.

23.2 The parties first seek to resolve disputes through negotiation. If no solution is found, the dispute is settled in the Oulu District Court.

23.3 The Seller may, however, also collect an undisputed overdue receivable in the district court of the Customer's domicile and use the collection measures available under the Act on the Collection of Debts.

23.4 These terms are available in Finnish, English and Swedish. If the versions conflict, the Finnish version prevails.