B2B Terms & Conditions – TGR-WRT

A) GENERAL TERMS AND CONDITIONS

1. Definitions

In these general terms and conditions, the following terms will have the following meanings:

Agreement means the written agreement between the Parties regarding the rental, sale and/or provision of Products and/or Services, which consists of: (i) a possible main agreement; (ii) TGR-WRT’s order confirmation or TGR-WRT’s offer accepted by the Customer; (iii) these GTC; and (iv) any other appendices agreed in writing by the Parties;

Applicable Law means laws, statutes, decrees, regulations, international treaties, EU regulations and directives, decisions or instructions by competent courts or authorities in all relevant jurisdictions and mandatory standards (as amended from time to time) applicable to the matter in question;

Customer means the Party that enters into a purchase or service provision agreement, rental agreement or other agreement, including these GTC, with TGR-WRT. If there are several such parties in the Agreement, those parties are considered Customers and they are jointly and severally responsible for the Customer’s obligations under the Agreement;

days means calendar days;

Effective Date means the date when the Agreement has been entered into between the Parties in accordance with Section 3 of these GTC;

GTC means these general terms and conditions for rental, sale and the provision of equipment and services;

Parties means the Customer and TGR-WRT jointly;

Party means the Customer or TGR-WRT individually;

Products means the goods and products specified in the Agreement. The Products can include for example vehicles (meant to be used for competitions and/or in normal traffic, including any used and second-hand cars and vehicles), visual models of vehicles, museum cars, vehicle spare parts, components, accessories, consumables, materials, products, goods, machinery, and any other goods and products that are supplied, rented out, used or made available by TGR-WRT under the Agreement;

Rental Object has the meaning set out in Section 24 of these GTC;

Services means the result of the work to be performed by TGR-WRT under the Agreement. The Services can include for example marketing, storage, transport, assembly and disassembly work, maintenance and testing of vehicles, rental services, pit service, and providing factory visits; and

TGR-WRT means TOYOTA GAZOO Racing World Rally Team Oy and all its group companies.

2. Applicability

These GTC apply to all quotations and offers made by TGR-WRT to business customers (B2B) and to any Agreement entered into between the Parties as described in Section 3. These GTC are an essential part of the Agreement between the Parties. The GTC are also applied to the extent that the GTC are referred to in documents or electronic recordings mentioned by the Parties. TGR-WRT will provide separate, additional terms and conditions for rental, sale and provision of Products and Services made to order or clearly personalized (“GTC for tailored Products and Services”).
These GTC apply also to any orders placed by the Customer via https://portal.tgr-wrt.com/ and related pages (“Website”).
All TGR-WRT’s quotations and offers and the Agreement are subject to these GTC even if the Customer provides TGR-WRT with its own terms and conditions or refers to them in the order or otherwise, without TGR-WRT having to expressly object to the application of the Customer’s terms.
These GTC consist of the following parts: A) General Terms and Conditions, B) General Terms and Conditions for Sale and Delivery of Products, C) General Terms and Conditions for Rental Services, and D) General Terms and Conditions for Delivery of Services. Depending on the contents of the Agreement between the Parties, the general terms and conditions set out under B), C) and/or D) apply besides the general terms and conditions set out in part A).

3. Entry into force

The Agreement between the Parties shall be deemed to have been entered into when (i) the Parties have duly signed an agreement on the rental, sale and/or provision of Products and/or Services as well as these GTC; or (ii) the Customer has accepted TGR-WRT’s offer including these GTC in writing. In case that TGR-WRT has not made an offer to the Customer, the Agreement shall be deemed to have been entered into when TGR-WRT, at its own discretion, has separately accepted the Customer’s order in writing with TGR-WRT’s order confirmation. If the validity period is not mentioned in the offer, the offer is valid for 30 days from the date of the offer. For clarity, the Agreement is always considered concluded with these GTC, regardless of how the Agreement has been entered into. Regarding the Website, the Customer is required to accept these GTC and acknowledge that the Customer has read TGR-WRT’s Privacy Notice in order to place an order via the Website.

4. Documentation

Drawings, files, and other technical documents that the Party has transferred to the other Party prior to or after the Effective Date, remain the property of the transferring Party. Such documents may not be copied or used and information about them may not be disclosed to a third party without the prior written consent of the transferring Party for purposes other than the execution of the Agreement.
In case that an Agreement is not entered into between the Parties, the documents referred to in Section 4.1 must be returned to the transferring Party.
Information presented in brochures and other marketing material binds TGR-WRT only if such material is expressly referred to in the Agreement.

5. Price and payment terms

The Customer shall pay TGR-WRT the rent and/or any other amount payable indicated in the Agreement in full within the payment period stated on TGR-WRT’s invoice. If the payment term is not stated in the invoice or agreed in writing by the Parties, the payment term is 30 days net from the date of the invoice.
If the Customer fails to meet its payment obligations, the Customer will owe statutory interest on the total outstanding amount. In such an event TGR-WRT is not required to expressly claim such interest payment. If the payment is not effected in euros, and TGR-WRT suffers a loss as a result of a fall in the exchange rate of the currency at which payment is made in respect of the euro, the Customer undertakes to fully compensate for the loss suffered by TGR-WRT. TGR-WRT has the right to request from the Customer acceptable security regarding the amount owed by the Customer.
Regarding the Website, the Customer can pay for its purchase in the manner specified on the Website. TGR-WRT shall charge the Customer in connection with the order unless invoicing or other similar payment method made available by TGR-WRT has been selected by the Customer and confirmed by TGR-WRT in writing. The valid price is the one displayed in the Website’s price list at the time of the order.
The price will be exclusive of value added tax. All prices are expressed in euros. Should there be any new public charges payable by TGR-WRT, TGR-WRT shall have the right to change its prices correspondingly.
TGR-WRT shall have the right to amend its prices to correspond to a substantial increase in material or other related costs, such a substantial increase being 5% or more compared to the date of the accepted TGR-WRT’s offer.
Interest on delayed payments accrues in accordance with Finnish Interest Act. Payment shall be made in full, without any set-off, counterclaim or deduction and free of bank charges by cash transfer to the bank account indicated by TGR-WRT on the respective invoice(s). All costs borne by TGR-WRT in connection with the collection of overdue payments, whether made in or out of court and in general all costs in connection with breach of these GTC by the Customer, shall be for the sole account of the Customer.
Any complaints made against an invoice must be submitted by the Customer in writing within seven (7) days of receiving the invoice, subject to the loss of all rights. If no complaints are received within the said period, the Customer will be deemed to have consented to the invoice.

6. Termination

TGR-WRT may terminate the Agreement with immediate written notice to the Customer if (i) the Customer commits a material breach of the Agreement, and the breach has not been remedied within reasonable time which shall not in any case exceed thirty (30) days of the written notice thereof; (ii) the Customer has not paid the overdue payment within 14 days after the Customer has been notified of this in writing; (iii) it can be reasonably assumed that the Customer’s payment will be substantially delayed, and the Customer has not provided an acceptable security within a reasonable deadline set by TGR-WRT; (iv) the Customer has filed for bankruptcy or restructuring, winding-up, or any similar procedure or is declared insolvent.

7. Intellectual property rights

The intellectual property rights such as the copyright in all documents and materials including instructions, drawings or working drawings, sketches, offers, quotations, calculations, and specifications furnished to the Customer shall always remain vested in TGR-WRT or a third party. Neither the documents nor their contents shall be: (i) used without TGR-WRT’s express prior written consent for any purpose other than for the purpose for which they were furnished; or (ii) copied, disclosed to third parties, or used in any other way without the express prior written consent of TGR-WRT.
All instructions, drawings, calculations, specifications, tools, and other materials produced by TGR-WRT at the Customer’s request and any intellectual property rights thereof shall remain vested in TGR-WRT.
The Customer is not allowed to copy, disclose to third parties, or use in any other way or make known any information on the performance or the construction method used, proposed or designed by TGR-WRT without TGR-WRT’s express prior written consent.
Unless otherwise agreed by the Parties, TGR-WRT may: (i) identify the Customer as its customer and a user of the Products and/or Services; and (ii) use the Company’s logo and/or trademarks in TGR-WRT’s promotional or marketing materials and sales presentations to be used by it for example on the TGR-WRT’s website or at public events. TGR-WRT agrees to inform the Customer of such activities in advance. The Customer has the right to refuse such activities for a good cause.

8. Confidential information

The Party undertakes to keep as strictly confidential any confidential information received from the disclosing Party, not to disclose it to any third party and not to use the confidential information for any other purpose than performing its obligations under the Agreement. “Confidential information” includes all materials and information that the disclosing Party discloses to the receiving Party, regardless of the material’s form.
However, the confidentiality obligation shall not apply to materials or information (i) which is generally available or otherwise public or becomes public through channels other than a contractual breach by the receiving Party; (ii) which the receiving Party has received from a third party without a non-disclosure obligation and which such third party has not directly or indirectly acquired from the disclosing Party; or (iii) which the receiving Party already possessed without a non-disclosure obligation prior to receiving them from the disclosing Party. Both Parties may disclose information to government authorities where statutory provisions mandate such disclosure; the receiving Party must, if possible, notify disclosing Party of such information disclosure in advance.
Upon expiry of the Agreement or when the receiving Party no longer needs the material or information in question for purposes laid out in the Agreement, the receiving Party shall immediately cease to use confidential information received from the disclosing Party and, unless otherwise agreed regarding the disposal of materials, return the confidential information with any copies thereof to the disclosing Party. The obligations of confidentiality shall remain in force for three (3) years after the termination of the Agreement. However, the Parties are bound by the provisions of the Finnish Trade Secret Act in force at the time even after the validity of this section.

9. Data protection and login details

The Parties acknowledge and agree that in order for the Parties to perform their obligations under the Agreement and to manage their business relationship (“Purpose”):
A Party and/or its subcontractor may only process personal data for purposes necessary in connection with the Purpose, provided that the Party shall do so in compliance with the applicable personal data legislation, especially the General Data Protection Regulation (GDPR), and treating the personal data with strict confidence and keeping it safe by means of technical and organizational measures required under Applicable Law. The Privacy Notice includes information on processing personal data.
If the other Party processes personal data on behalf of other Party as a data processor, the Parties agree in writing on the terms of such processing as required in Applicable Law.
TGR-WRT has the right and obligation to identify the Customer according to the Act on Preventing Money Laundering and Terrorist Financing (444/2017). The Customer’s identification information and other personal data can be used to prevent, reveal, and investigate money laundering and the financing of terrorism, as well as for the purpose of investigating the financing and the assets or proceeds of crime obtained by the crime mentioned above. A politically exposed person (PEP) is a person referred to in Chapter 1, Section 4 of the above-mentioned Act, who works or has worked in a significant public position in the past year, or a family member or business partner of such a person.
Regarding the Website, the Customer undertakes to keep the Customer’s login details secure and in such a way that unauthorized persons may not access the information. The Customer is not entitled to allow others to use the Customer’s log-in details. The Customer shall inform TGR-WRT immediately if the Customer suspects that any unauthorized person has obtained access to the Customer’s login details. In case of failure to submit such notification, the Customer is responsible for all purchases made with the Customer’s login details. TGR-WRT is entitled to block the Customer’s access to the Customer’s user account if TGR-WRT suspects that the Customer violates this section or these GTC.

10. Sanctions and export control

The United Nations (”UN”), European Union (”EU”), United Kingdom (”UK”) and United States of America (”US”) has each imposed and may in the future impose sanctions in its legislation and/or through the decisions of its institutions (“Sanctions”).
The Customer undertakes to comply with all applicable laws and regulations relating the UN, EU, UK and US regulations regarding sanctions and export control.
The Customer assumes responsibility for and guarantees:

its compliance with all applicable export/import laws, regulations, rules, and provisions, as well as with any associated embargo provisions, trade embargoes, and sanctions;
that the Products and/or Services purchased from TGR-WRT will not be sold to parties subject to the United Nations sanctions programs or similar applicable regional and national programs; and
that it will complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, or releasing any regulated products or deliverables (if applicable).
1. The Customer certifies that the Sanctions have not been imposed on:
the Customer;
members of the Customer’s administrative, management or supervisory body or persons exercising control, representation, decision-making or supervision power of the Customer;
the Customer’s own customers / end users of the Products and/or Services;
the Customer’s direct or indirect owners.
1. The Customer must immediately inform TGR-WRT if any Sanctions are imposed on any party referred above in Section 10.4. Upon request, the Customer will promptly provide TGR-WRT with information about its direct or indirect owners and other beneficiaries.
2. If the EU, UN, UK and/or US impose Sanctions on the Customer or on one of the parties referred in this section, TGR-WRT may terminate the Agreement effective immediately either entirely or with respect to those Products and/or Services or part thereof subject to Sanctions.
3. In particular, the Customer agrees not to re-export U.S. or EU origin products or parts in violation of the applicable export control laws. In case of Products and/or Services or parts of them to be exported outside the U.S. and/or EU that are considered or likely to be considered as “dual use”, the Customer shall (or shall cause the end user of the products/parts to) provide to TGR-WRT, promptly upon its request, an appropriate end user statement in accordance with the applicable legal requirements. TGR-WRT shall not be liable to the Customer for any delay and shall not be considered in breach of its obligations in the event of the Customer’s failure or delay in providing such statement.
4. If the affirmations listed above are violated, the Customer is liable to compensate TGR-WRT damage it incurs without limitation of liability.
5. TGR-WRT assumes no liability for any damages, costs, or expenses that the Customer or any other party may incur as a result of TGR-WRT being unable to deliver the Products and/or Services due to any export control regulations, sanctions, restrictive measures, or embargoes.

11. Delay and force majeure

In case that the Services, Rental Object and/or Products cannot be received within the agreed time schedule, or if the delivery cannot be completed either partially or in its entirety, or if it appears likely that this kind of delay will occur, a Party must inform the other Party without undue delay in writing. The written notification shall include the cause of the delay and a new delivery date.
TGR-WRT is not responsible for a delay if it is caused by a reason attributable to the Customer or an obstacle that TGR-WRT cannot reasonably overcome or avoid, or the fulfillment of the Agreement would require unreasonable sacrifices in relation to the nature the Agreement.
If the delivery of the Products and/or Services is delayed due to the Customer or for a reason the Customer is responsible for, TGR-WRT has the right to invoice the Products and/or Services according to the schedule agreed by the Parties. In this case, TGR-WRT is also entitled to receive compensation for the immediate costs caused by the delay, if the Parties have not agreed in writing on a new date of delivery or receipt of the Products and/or Services.
TGR-WRT shall have the right to a reasonable extension for the time required to perform its contractual obligations if the performance of such obligations is prevented or impeded to an unreasonable degree by acts of war, export or import prohibitions, natural catastrophes or exceptional weather conditions, insurrection, orders by government or authorities, government interferences, fire, breakdown of production machinery, interruptions in public transport or energy distribution, defects or shortages of raw materials, components or spare parts from suppliers, delay of transport service provider, labor dispute, protests, pandemics, epidemics, illness of a key employee, power shortages, currency or other restrictions caused by reasons of laws, regulations or orders by any government, governmental agency or instrumentality or by any supervening unforeseeable circumstances whatsoever beyond the control of TGR-WRT. The same shall apply to delays or failures caused by subcontractors, if the subcontractor’s delay or failure is caused by any similar circumstances.
If the procurement of raw materials, components, spare parts, personnel, products, or machinery necessary for the manufacture of the Products or Services is hindered or delayed for any one of the obstacles mentioned in Section 11.4 that lie beyond the control of TGR-WRT, and it is not possible for TGR-WRT to perform these procurements elsewhere without unreasonable loss of time or expenditure, TGR-WRT shall be granted a sufficient and necessary extension to its delivery date. With regard to any delayed or cancelled Services, reperforming the Services on another occasion is primarily applied.
If TGR-WRT suffers from a force majeure event, it shall give the Customer notice of such event as soon as reasonably practicable after the occurrence of the force majeure. In this notice, TGR-WRT shall state the date, expected duration of the force majeure and its cause.
TGR-WRT whose contractual obligations have been suspended or extended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall also notify the Customer. If that cause continues for more than three (3) months, either Party may terminate the Agreement for that part of the obligations that has not been or can no longer be complied with by giving fourteen (14) calendar days’ written notice without thereby incurring any obligation whatsoever in favor of the other Party. In that event, the Parties are not entitled to compensation of the damage suffered or to be suffered as a result of the rescission, save for the Customer’s obligation to pay the agreed prices for the products or services that have been supplied.
Moreover, TGR-WRT shall have the right to suspend the performance of its obligations under the Agreement, if: (i) TGR-WRT or third parties engaged by TGR-WRT are in risk to exposure to substances prejudicial to their health in the performance of the Agreement; (ii) a government institution or the World Health Organization has issued a negative travel advice for the location where the Agreement must be performed and therefore, it cannot be reached by or it is difficult to be reached by TGR-WRT or the third parties engaged by TGR-WRT; (iii) the situation at the location where the Agreement is to be performed does not comply with Applicable Law; (iv) the weather conditions in the performance of the Agreement are such that TGR-WRT is of the opinion that a safe performance of the Agreement is impossible and TGR-WRT is obliged to cease the activities; or (v) the equipment used by the Customer in the performance of the Agreement does not meet the statutory requirements.

12. Warranty and complaints

TGR-WRT will provide warranties only if and insofar as this has been agreed explicitly in writing. Unless otherwise agreed in the Agreement, TGR-WRT does not guarantee that the Product, Service or Rental Object is suitable for any specific purpose regardless of whether the Customer has informed the intended use of the Product, Service or Rental Object or not. If and to the extent that a warranty has been agreed, TGR-WRT will, subject to Section 13, reperform, replace or repair in all material respects the Products or Services in question at no cost or will credit the Customer for the costs deemed reasonable by TGR-WRT. If and to the extent warranty has been agreed, the warranty will never exceed the warranty obligation which TGR-WRT’s supplier provides to TGR-WRT. The user of the Products must have sufficient knowledge and skill for using the Products correctly with regard to technical and working safety aspects.
TGR-WRT shall have no liability for any damage resulting from misapplication of the Products or any damage to other goods than the Products itself. TGR-WRT is not liable for defects caused by improper storage, misuse, neglect, accidents, improper use or other external causes not caused by TGR-WRT. TGR-WRT’s liability does not apply to damages caused by external causes. Any right to an agreed warranty lapses also if: (i) the Customer, or third parties which have not been engaged by TGR-WRT, have performed work to the Products within the warranty period without TGR-WRT’s consent; or (ii) the Customer does not sufficiently meet its contractual obligations or does not meet them in sufficient time.
The Customer shall exercise all reasonable diligence in inspecting, discovering and reporting to TGR-WRT any defects in the received Products. In case of any such defects, the Customer is obliged to notify TGR-WRT twenty-four (24) hours of receipt of the Products or seven (7) calendar days from delivery, whichever occurs earlier, otherwise the Customer shall lose its right to invoke the possible defects of the Products. If the Customer detects that Products are non-conforming, such Products shall not be used without the written approval of TGR-WRT.

13. Liability for damages, limitation of liability

In case that TGR-WRT fails to perform the Agreement, TGR-WRT will be given the chance to remedy its failure. In such case, TGR-WRT is obliged to repair, replace or reperform in all material respects the Product or Services or credit the value of the Product or Services or part thereof, at the discretion of TGR-WRT. To clarify, TGR-WRT is not obliged at its own expense to repair the defect in the Product in such a way that the Product becomes in better condition or more valuable than it was just before the defect appeared.
TGR-WRT’s liability regarding to any failures in the performance of the Agreement is limited to the obligation to remedy as set out in Section 13.1.
TGR-WRT shall have no liability for any damage resulting from misapplication of the Products. TGR-WRT is not liable for defects caused by improper storage, misuse, neglect, accidents, improper use, or other external causes not caused by TGR-WRT. TGR-WRT’s liability does not apply to damages caused by external causes.
TGR-WRT shall not be liable for loss of profit, damage to other property than the Products itself, or any other indirect or consequential damages.
TGR-WRT’s maximum liability towards the Customer for a Product or Service is limited to the price the Customer has paid for such Product or Service. TGR-WRT’s maximum liability for damages towards the Customer for all claims presented any calendar year shall not exceed in aggregate the total amount that the Customer has paid to TGR-WRT in that calendar year, excluding value added tax, and regardless of whether the losses have been directed at the Customer or some other party.
The limitation of liability shall not apply to damages caused by wilful misconduct or gross negligence.
TGR-WRT’s liability in cases of damage caused by the Products to a person (product liability) is determined according to the product liability legislation in force. Both Parties shall maintain in force adequate general liability insurance.
Without limiting TGR-WRT’s other rights and legal remedies, the Customer must, upon request, compensate TGR-WRT, TGR-WRT’s group companies and its employees and representatives in total for all and any losses, claims, expenses, costs and damages that have been caused by any of the following reasons: (i) cancellation, modification or suspension of the order placed by the Customer without TGR-WRT’s prior written consent; (ii) any claim presented by a third party in relation to losses, claims, expenses, costs and damages, if the Products or Rental Objects have been subject to something other than the permitted use of the Products or Rental Objects after the delivery (the purpose of use for which the Products or Rental Objects are usually delivered) or if someone other than TGR-WRT has repaired or modified them; (iii) termination of the Agreement due to the Customer’s breach of intellectual property rights (Section 7), breach of confidentiality obligations (Section 8), breach of Section 9 (data protection and login details), breach of sanctions and export control obligations (Section 10), breach of Section 14 (code of conduct; anticorruption) or breach of item (i) or (iv) of Section 6 (termination).
If the Customer becomes aware that any third party has made or is likely to make a claim against the Customer in relation to the Products (including claims regarding defects in the Products or rights infringed by the Products), the Customer must: (i) notify TGR-WRT immediately of such claim or circumstance; (ii) assist TGR-WRT without delay or take measures that TGR-WRT may request in order to avoid, dispute, mediate or oppose such claim or circumstance or to complain about it or make a mediation settlement regarding it (the Customer must, among other things, allow TGR-WRT to take all procedures or negotiations related to the claim completely control); and (iii) refrain from settling the matter or making a mediation solution and refrain from making concessions or agreeing on any matter related to the dispute without the prior written consent of TGR-WRT.
With regard to the Website, TGR-WRT shall have no liability if the Products are sold out. TGR-WRT shall have no liability for typographical or image errors on the Website, such as inaccurate prices and price adjustments or errors in the Product description or technical specification. TGR-WRT has the right to correct any such errors and update information found on the Website. All images on the Website are for illustration purposes only. TGR-WRT is not liable for any information provided by third parties.

14. Code of conduct; anti-corruption

The Parties undertake to comply with the Applicable Law in connection with the performance of the Agreement and agree that such compliance represents an indispensable condition for cooperation in trust.
The Customer warrants that it shall comply with all Applicable Laws relating to anti-bribery, money-laundering and corruption, and the EU, UN, UK, and US regulations regarding sanctions and export control.
Each Party hereby undertakes that, at the date of the entering into force of the Agreement, itself, its directors, officers or employees have not offered, promised, given, authorized, solicited or accepted any undue pecuniary or other advantage of any kind (or implied that they will or might do any such thing at any time in the future) in any way connected with the Agreement and that it has taken reasonable measures to prevent subcontractors, agents or any other third parties, subject to its control or determining influence, from doing so.
The Parties agree that, at all times in connection with and throughout the course of the Agreement and thereafter, they will comply with and that they will take reasonable measures to ensure that their subcontractors, agents or other third parties, subject to their control or determining influence, will comply with the provisions set out below.
1. The Parties will prohibit the following practices at all times and in any form, in relation with a public official at the international, national or local level, a political party, party official or candidate to political office, and a director, officer or employee of a Party, whether these practices are engaged in directly or indirectly, including through third parties:
  1. “Bribery” is the offering, promising, giving, authorising or accepting of any undue pecuniary or other advantage to, by or for any of the persons listed above or for anyone else in order to obtain or retain a business or other improper advantage, for instance in connection with public or private procurement contract awards, regulatory permits, taxation, customs, judicial and legislative proceedings. Bribery often includes: (i) kicking back a portion of a contract payment to government or party officials or to employees of the other contracting party, their close relatives, friends or business partners or using intermediaries such as agents, subcontractors, consultants or other third parties, to channel payments to government or party officials, or to employees of the other contracting party, their relatives, friends or business partners.
  2. “Extortion” or “Solicitation” is the demanding of a bribe, whether or not coupled with a threat if the demand is refused. Each Party will oppose any attempt of Extortion or Solicitation and is encouraged to report such attempts through available formal or informal reporting mechanisms, unless such reporting is deemed to be counter-productive under the circumstances.
  3. “Trading in Influence” is the offering or Solicitation of an undue advantage in order to exert an improper, real, or supposed influence with a view of obtaining from a public official an undue advantage for the original instigator of the act or for any other person.
  4. “Laundering the proceeds of the Corrupt Practices” mentioned above is the concealing or disguising the illicit origin, source, location, disposition, movement or ownership of property, knowing that such property is the proceeds of crime.
  5. “Corruption” or “Corrupt Practice(s)”, as used in this section, shall include Bribery, Extortion or Solicitation, Trading in Influence and Laundering the proceeds of these practices.
2. With respect to third parties such as subcontractors the Parties should instruct them neither to engage nor to tolerate that they engage in any act of Corruption; not use them as a conduit for any Corrupt Practice; hire them only to the extent appropriate for the regular conduct of the Party's business; and not pay them more than an appropriate remuneration for their legitimate services.

If a Party brings evidence that the latter Party has been engaging in material or several repeated breaches of Section 14.3 or 14.4 above, it will notify the latter Party accordingly and require such Party to take the necessary remedial action in a reasonable time and to inform it about such action. If the latter Party fails to take the necessary remedial action or if such remedial action is not possible, it may invoke a defence by proving that by the time the evidence of breach(es) had arisen, it had put into place adequate anti-corruption preventive measures, as described in Article 10 of the ICC Rules on Combating Corruption 2011, adapted to its particular circumstances and capable of detecting corruption and of promoting a culture of integrity in its organisation. If no remedial action is taken or, as the case may be, the defence is not effectively invoked, the first Party may, at its discretion, either suspend or terminate the Agreement, it being understood that all amounts contractually due at the time of suspension or termination of the Agreement will remain payable, as far as permitted by Applicable Law.
The Parties undertake not to influence any decisions whatsoever by means of commissions, benefits or any other favours to the Parties' employees or representatives or on behalf of the respective other Party in relation to third parties. Gifts/promotional giveaways of minor value, which are generally considered unobjectionable and reasonable business lunch or dinner invitations in the scope of the usual business activity shall remain unaffected; this shall include invitations to motor sports events, where the inviting Party is participating. In addition, the Parties undertake to notify management of the respective other Party unsolicited of any of the Parties' employees or representatives attempting to obtain benefits or privileges of any type or scope whatsoever for the purpose of exerting influence.

15. Governing law and dispute resolution

The Agreement and all matters arising out of or in connection with it, including the dispute resolution clause shall be governed by the laws of Finland, excluding its choice of law provisions and the application of the Finnish Sale of Goods Act (355/1987) and the United Nations Convention on Contracts for the International Sale of Goods.
Any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be primarily solved through negotiations between the Parties. In the event no amicable settlement can be reached by means of negotiations, any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Central Chamber of Commerce. The number of arbitrators shall be one. The arbitration shall take place in Helsinki, Finland in the English language. However, if the country of establishment of both Parties is Finland, the language of the arbitration shall be Finnish.

16. Miscellaneous

Order of precedence. In the event of any discrepancy between the contractual documents, the order of priority shall be as follows: (1) data processing agreement (DPA), if applicable; (2) the written main agreement, if applicable; (3) TGR-WRT’s confirmed order; (4) TGR-WRT’s offer; (5) GTC for tailored Products and Services; (6) these GTC; and (6) the Customer’s order. In the event of any discrepancy between various parts of these GTC, and the general terms and conditions set out under B), C) and/or D) apply, then their order of priority shall be as follows: (1) the general terms and conditions set out under B), C) and/ or D) and (2) the general terms and conditions set out under part A).
Amendments. All changes to the Agreement including these GTC must be made in writing. Only TGR-WRT’s duly authorised representative has the right to accept changes made to the content of the Agreement (including these GTC) in a manner binding on TGR-WRT. If the Parties agree any changes to these GTC, their effectiveness will be limited to the specific Agreement.
Assignment. Neither Party may assign or transfer the Agreement or any of its rights or obligations to any third party without the prior written consent of the other Party. TGR-WRT may assign or transfer the Agreement in whole or in part to its group company or in connection with the sale or transfer of its business by notifying the Customer and provided that the transferee has undertaken to comply with the Agreement.
Waiver. A waiver by a Party concerning the other Party’s breach of the Agreement shall not be construed as a waiver of subsequent breaches against the same or another term of the Agreement.
Relationship of the Parties. Nothing contained in these GTC or in the relationship of the Parties shall be deemed to constitute a partnership, joint venture, or any other relationship between TGR-WRT and the Customer.
Severability. If a term of the Agreement is held invalid, this shall not affect the validity of the remainders of the Agreement. The invalid term shall be considered as expression of the Parties’ intent and such term shall be amended, as permitted by Applicable Law, to reflect the Parties’ intent.
Notices. All notices relating to the Agreement shall be made in writing in the English or Finnish language to a contact person nominated by each Party by registered letter or e-mail in accordance with the contact details given by such Party.

B) GENERAL TERMS FOR SALE AND DELIVERY OF PRODUCTS

17. Price

The price of the Products is stated in the Agreement. The price stated and/or agreed will exclude: (i) value added tax; and (ii) the costs of packaging, loading, transport, unloading, any insurances and services such as assembly services, unless expressly agreed otherwise in writing. Besides the price, TGR-WRT has the right to separately charge the aforementioned costs in full.
The total price of a new, unregistered vehicle in Finland consists of the purchase price and car tax. The purchase price of a used vehicle includes car tax. The Customer must pay the car tax of the new vehicle in connection with the payment of the purchase price as a separate individual payment. Car tax does not include value added tax. The Customer is responsible for all taxes and fees related to the vehicle and its use after the vehicle has been handed over to the Customer.
Should there be any new public charges payable by TGR-WRT, including changes to car taxation (where applicable), TGR-WRT shall have the right to change its prices correspondingly. Further, TGR-WRT shall have the right to amend its prices to correspond to a substantial increase in material or other related costs, such a substantial increase being 5% or more compared to the date of the accepted TGR-WRT’s offer.

18. Payment

Vehicles: The Customer shall pay the price of the vehicle in cash when handing over the vehicle, unless otherwise agreed in writing. The price to be paid in cash or its part is not acknowledged as paid by signing the Agreement, but a separate receipt must be drawn up for the payment. TGR-WRT is not obliged to hand over the vehicle to the Customer until the price agreed to be paid in cash or its part has been paid. TGR-WRT has the right to collect part of the price prior to handing over the vehicle, if an advance payment has been agreed by the Parties. If the price is not paid in cash when the vehicle is handed over or at other time agreed upon by the Parties, but the vehicle is sold in installments or the Parties agree on leasing the vehicle, the terms of the contract to be concluded later shall be followed to the extent that such terms deviate from the Agreement.

19. Delivery

Delivery of the purchased Products takes place according to the delivery term (Incoterms 2020) agreed by the Parties in writing. If the Parties have not agreed on the delivery term, the delivery term is FCA, [Salvesenintie 6, Jyskä 40420, Finland] (Incoterms 2020). The risk related to the Products passes at the time of delivery.
When all necessary information has been properly delivered to TGR-WRT in reasonable time before the delivery, TGR-WRT will use its best endeavors to comply with the delivery date quoted on the Agreement. TGR-WRT has the right to adjust the delivery date, when necessary, to the extent that the delivery by TGR-WRT depends on the performance of third parties such as government bodies or carriers.
If the Parties have not agreed in writing on the delivery time of the Products in the Agreement, the delivery time is deemed to start from the latest of the following: (i) the Effective Date; (ii) the time when TGR-WRT has received an acceptable security or advance payment agreed upon by the Parties; (iii) the time when TGR-WRT has received information necessary for the Customer’s delivery; or (iv) in case that the Product is a new vehicle, within six (6) months from the Effective Date.
TGR-WRT is entitled to store the Products for the account and risk of the Customer if the Customer does not accept the Products without an acceptable reason or fails to collect the Product at the agreed time.
TGR-WRT is entitled to make partial deliveries.

20. Change of title

Ownership rights shall be transferred to the Customer once the Customer has paid for the Products in full to TGR-WRT, including any damage, costs, and interest which TGR-WRT can claim from the Customer in relation to the Agreement. As long as the ownership of the Products has not been passed on to the Customer, the Customer is not entitled to grant any rights to the Products to a third party.
In case that the Customer has not made the full payment for the vehicle on time despite of a written request, or if it can be reasonably assumed that the Customer’s payment will be substantially delayed, and the Customer has not provided an acceptable security within a reasonable deadline set by TGR-WRT, TGR-WRT is entitled to take back the vehicle at the Customer’s expense.

21. Vehicle inspection and registration

The Customer is responsible for ensuring, in case that a vehicle shall be used in traffic, the roadworthiness of a vehicle used in traffic and, if required, for its inspecting and/or registering in an appropriate manner. Any inspecting and/or registering shall take place at the Customer’s own expense.
If the Customer purchases a vehicle to be used in competitions, the Customer shall be solely responsible for finding out any requirements set for competing. The Customer shall also be solely responsible for fulfilling such requirements and shall fulfil them at the Customer’s own expense.

22. Insurances

The Customer is responsible for obtaining any insurances, such as motor insurance for the vehicle at the Customer’s own expense.

23. Warranty

A used vehicle is provided “AS IS” i.e., in the condition and equipment it is at the time of delivery.
Unless otherwise agreed in the Agreement, TGR-WRT does not guarantee that the Product is suitable for any specific purpose regardless of whether the Customer has informed the intended use of the Product or not.
The fuel consumption of a new vehicle is declared in accordance with the EU standard (1999/100/EY). In practical driving situations the consumption depends, among other things, on the vehicle’s equipment, driving style and driving conditions, and probably differs from the EU consumption.

C) GENERAL TERMS AND CONDITIONS FOR RENTAL SERVICES

24. Rental object

TGR-WRT rents to the Customer the vehicle(s) specified in the Agreement (“Rental Object”). The Rental Object remains the exclusive property of TGR-WRT throughout the rental period. Without prior written agreement between the Parties, the Customer is prohibited from altering or removing any markings and indications of property rights, or logos attached to the Rental Object.

25. Reservations

The requirements and the terms for reservation (if applicable) of the Rental Object are subject to the negotiation of the Parties and will be agreed in detail in the Agreement.
Where reservation is applicable, unless otherwise agreed in the Agreement, the Customer:
1. acknowledges that TGR-WRT cannot and does not guarantee that there will always be vehicles available and that there is a possibility that the Customer may not start the rental period as reserved in an unexpected situation for which TGR-WRT has no fault; the cause for such situation includes but not limited to late return of vehicles by other customers.
2. undertakes to make reservations by specifying in advance the class and quantity of the vehicle, the commencement date and/or time of rental, the rental period, the place for handover of the vehicle, the place to return the vehicle, the name(s) of the driver(s), and other rental conditions.
Any change or cancellation of reservations shall be mutually agreed by both Parties in writing.

26. Rental period

The rental period is agreed in the Agreement. The rental period commences on the day (and/or time) of the confirmed handover and ends on the day (and/or time) of the confirmed return of the Rental Object.

27. Rent and adjustment thereof

The rent for the Rental Object and the contents of the rental service is agreed in the Agreement.
The rent includes only the rent for the Rental Object, unless otherwise provided in the Agreement that the rent includes, for example, other fee for the costs of any additional services and/or insurances taken out (if applicable). The stated and/or agreed rent excludes VAT or other payable government charges, unless expressly stated otherwise. In addition to the rent, TGR-WRT is entitled to charge the Customer the aforementioned costs and/or levies in full. The transport cost for the Rental Object and any other cost arises therefrom, if applicable, is agreed in the Agreement.
Unless the Agreement includes a different additional costs scheme, amendment to the rental period and/or delay by the Customer for the return of the Rental Object may give rise to an interim review of the rent or overall rent. Any charge in addition to the rent will be determined by TGR-WRT.

28. Delivery of Rental Object

The Rental Object will be delivered to the Customer and made available at the mutually agreed site. If no specific site is agreed, the Rental Object will be delivered and made available at TGR-WRT’s business site.
The Customer shall check the condition of the Rental Object upon delivery of the Rental Object and shall note any defect, missing parts or other issues to TGR-WRT. Any other defect that could not have been observed at the time of delivery shall be reported to TGR-WRT in writing within one day from the delivery. If TGR-WRT has not received any report on damage and/or defects at the time of delivery or, at the latest within one day after the delivery for the defect that could not have been observed at the time of delivery, the Rental Object shall be deemed to have been delivered in a good condition without damage and/or defects.

29. Obligations of TGR-WRT

TGR-WRT shall provide the Rental Object in usable condition and in material respects complying with Applicable Law. If the Rental Object does not work properly, the liability of TGR-WRT is limited to practically fastest possible repair of the Rental Object. TGR-WRT is not obligated to replace the Rental Object and is not liable for any loss of productivity or income or any erroneous work results that are due to a defect of the Rental Object. The assertion of claims for direct or indirect damages, such as lost profits, loss of orders or damage to the reputation is excluded.
TGR-WRT will provide the Customer with the explanations and instructions as deemed necessary by TGR-WRT for the use of the Rental Object. The instructions shall be deemed to have been properly given by TGR-WRT upon the receipt of such instructions by the Customer.

30. Use of Rental Object and obligations of the Customer

From the time of delivery at the specified site, the Rental Object and the use thereof are solely for the Customer’s account and risk.
The Customer shall use the Rental Object with due care and diligence, take all possible measures to secure the Rental Object against abuse or theft by third parties. The Customer shall use the Rental Object solely in accordance with its intended use and direct purpose and strictly observe TGR-WRT’s instructions, operational technology requirements, as well as all Applicable Law. The Customer undertakes not to exceed the usage capacity of the Rental Object.
The Customer may only allow the Rental Object to be used by those persons who demonstrably have the required expertise and qualifications to use the Rental Object. Such persons shall meet all legal requirements with regard to the use of the Rental Object, including but not limited to any licenses, permits, certificates or similar. The Customer shall ensure that any and all drivers for the Rental Object are at minimum age of 19 and have held driving licenses that are valid in Finland for at least one year without interruption and fulfil any and all applicable conditions and requirements and such driving licenses shall remain valid during the rental period. The Customer shall be responsible for any act or omission of the drivers and/or crew members and/or any other persons for the use of the Rental Object.
The Customer is not allowed to hand over the Rental Object to any third party. The Customer is not entitled to give any third party any rights to the Rental Object or to assign such rights under the lease; in particular, further lending, assigning or entrusting in any form of trust of the Rental Object is prohibited.
If the Rental Object is rented for an event, the Customer shall not use the Rental Object outside the event as specified in the Agreement, unless otherwise agreed.
The Customer shall not modify, alter, change or adjust any part of the Rental Object without written permission of TGR-WRT. Any repairs and/or the affixing of replacement parts by or on behalf of the Customer are only allowed with the express, advance permission of TGR-WRT. If TGR-WRT has not given it written permission, the costs of such will be for the account of the Customer, such without prejudice to TGR-WRT’s right to full compensation of damage in the event of damage caused by the Customer.
In the event of malfunction, damage or defect to the Rental Object, the Customer shall immediately cease the use of the Rental Object to the extent practically possible and refrain from further use of the Rental Object, and shall immediately report to TGR-WRT thereof and use its best endeavours to limit the damage to the extent possible. If the use of the Rental Object constitutes a safety risk, the Customer shall cease the use of the Rental Object until of the Rental Object has been inspected and, if necessary, repaired. TGR-WRT is entitled to inspect and/or repair the Rental Object as deemed necessary at sole discretion of TGR-WRT during the rental period.
In case of improper use of the Rental Object, TGR-WRT is entitled to suspend or termination the Agreement without any compensation to the Customer.

31. End of Agreement and return of Rental Object

The Customer shall return and/or make available to TGR-WRT the Rental Object, before or at the latest upon termination of rental period, in the manner set out in the Agreement and in the condition in which the Rental Object was made available to the Customer and/or which is satisfactory to and accepted by TGR-WRT.
If the Rental Object is returned in a condition, at sole direction of TGR-WRT, that requires additional cleaning, maintenance and/or other work from TGR-WRT or other parties, TGR-WRT is entitled to charge the Customer any additional fee incurred for such additional work, without prejudice to any other legal or contractual remedies available to TGR-WRT.

32. Damage and liability of the Customer

In the event that there is no fault on the Customer, the Customer is nevertheless liable for all damages caused to the Rental Object or arising as a result of the use of the Rental Object during the rental period. The Customer must take all measures possible to prevent or limit the damage of the Rental Object.

33. Insurance

Motor insurance will be taken out by the event organizer. The Customer or the user of the Services purchased by the Customer is liable for that the vehicle is not used in such a way that insurance liability would be activated. Any deductible provided for in the applicable insurance policy will be borne by the Customer. The right of recovery under the recourse procedure due to gross negligence is reserved.

D) GENERAL TERMS AND CONDITIONS FOR DELIVERY OF SERVICES

34. Term of Service

If Services, as defined herein or as referred to in the Agreement, are provided by TGR-WRT, the following terms and conditions shall apply.

35. Service fee

Depending on the Services to be performed by TGR-WRT for the Customer, the Service can be executed at a fixed contract price, at an hourly rate, or can be settled based on another measurable and agreed unit. Unless expressly specified otherwise, the agreed Service fee will be exclusive of value added tax or any other applicable government levies. Should there be any public charges payable by TGR-WRT, TGR-WRT shall have the right to change its prices correspondingly.
The performance of Services is based on performance under normal circumstances and during normal working hours. TGR-WRT is entitled to charge additional fees to the Customer for overtime, work performed outside of the normal working hours, travelling, or travelling time, and other extraordinary circumstances. If the Services cannot be performed without delay or are otherwise delayed for reasons attributed to the Customer, TGR-WRT is also entitled to charge the additional costs arising therefrom in accordance with the applicable fee rates.
If, in case of a fixed contract price, the Services differ from the details provided by the Customer on which the contract price was calculated, TGR-WRT has the right to charge the additional costs arising therefrom to the Customer.
If the Services are provided continuously, TGR-WRT has the right to adjust the price annually in accordance with the market prices.

36. Obligations of TGR-WRT

TGR-WRT shall perform the Services in accordance with the Agreement in all material aspects.
TGR-WRT will comply with all mandatory legislation, in particular safety legislation, and the performance of the Services will be of professional quality, and the Services will be performed with reasonable skill and care consistent with generally accepted industry standards.
Unless expressly stated otherwise in the Agreement, all times, periods, and time schedules pertaining to the performance of Services are an estimate and shall not be binding on TGR-WRT.
The Services will in all material aspects meet specifications, technical data, and requirements specified in the Agreement. To this end, TGR-WRT will in all material aspects observe the Customer's provided specifications and instructions; therefore, the Customer shall guarantee that such information and instructions are accurate, correct and complete. If this information turns out to be incorrect, the Customer shall be liable for the consequences resulting therefrom, including but not limited to any additional costs incurred, delays, and damage.

37. Obligations of the Customer

The Customer shall pay Service fees to the TGR-WRT without delay and as indicated in the respective invoice.
Upon the performance of the Services, or part thereof, the Customer shall immediately examine the deliverables of the Services.
Where applicable, the Customer’s own regulations and instructions are provided to TGR-WRT in good time and prior to the commencement of the work related to any Service, failing which TGR-WRT will not be bound by such regulations or instructions.
The Customer shall provide TGR-WRT with such information and/or materials that TGR-WRT may reasonably require for the performance of Services and shall ensure that such information is complete and accurate.
The Customer shall make sure that all obstacles present at the premises of the Customer or where the Services are to be performed have been removed well before the commencement of the work in relation to the Services. The Customer shall ensure that the Services can be performed without interruptions and obstacles and that no other work is performed that will prevent this.
The Customer shall obtain any permits, licenses and consents that may be required for the Services to be performed, and shall comply with all legislation, in particular safety legislation.
Where applicable, appropriate facilities, including storages, equipment etc. are available at no cost for TGR-WRT, or TGR-WRT’s staff, at the site where the Service is to be performed.
If the Customer fails to meet one or more of its obligations in full or in part included herein or under the Agreement and fails to remedy such breach within reasonable time at sole discretion of TGR-WRT, such failure will be deemed to constitute a material breach to the Agreement for which TGR-WRT is entitled to immediately terminate the Agreement and cancel the Services. Regarding factory visits or other corresponding Services where the Customer or its representative would be present in TGR-WRT’s premises, TGR-WRT reserves its rights to remove from its premises such person whose presence and/or behaviour at the premises would reasonably be construed as dangerous to him/herself or any other person, any future visit of such person may be rejected by TGR-WRT.

38. Detected non-conformances

Unless otherwise specified in the Agreement, the delivery of the Services shall be deemed accepted by the Customer, unless the Customer has notified TGR-WRT of any fault of defects in the delivery of the Services within five (5) days from the date on which TGR-WRT has delivered the Services. If the Customer has notified TGR-WRT of any fault of defects in the delivery of the Services within the aforementioned time limit, the TGR-WRT shall inspect such defects and submit the actions and timetable for remedying the non-conformances to the Customer.

39. Subcontractors

TGR-WRT shall always have the right to deliver Services, whether in full or in part, by engaging subcontractors.

40. Customer’s proposal for changing the Services

The Customer shall have the right to propose changes to the Services. Such proposals shall be made in writing and jointly agreed upon. The change proposal shall define the proposed change to the Service in sufficient detail.
TGR-WRT may refuse to implement the change to the Service if the change would have a material adverse effect on the TGR-WRT’s ability to fulfil its obligations under the Agreement.

41. TGR-WRT’s proposal for amending the agreed Services

TGR-WRT may propose changes to the Services by submitting a change proposal to the Customer, which shall include an estimate on the effect of the change on the Services, Service fees (based on a written calculation) and the delivery schedule of the Services.
TGR-WRT and the Customer shall negotiate the content of the change proposal concerning the amendment of the Service within twenty (20) days. During the negotiations, the Customer may propose changes to the content of the change proposal or accept or reject the change proposal. However, the Customer may not reject the change proposal insofar as it concerns amendments that must be made in response to the Customer’s change proposal or changes in the legislation.
If the Customer accepts TGR-WRT’s change proposal concerning the amendment of the Service, TGR-WRT shall implement the changes to the Services within the agreed time schedule.

42. Changes in legislation or an equivalent mandatory provision

If any mandatory law or equivalent mandatory provision that enters into force after the signing of the Agreement results in any change to the Services, the direct cost effects of this change, as substantiated by TGR-WRT, complete with reasonable overhead costs, shall be reimbursed by the Customer to the TGR-WRT in full.
The Customer shall be notified of the compensation claimed as a result of the change in writing. The decision on the reimbursement shall be made by TGR-WRT and the Customer.
Limitation of Liability

Unless otherwise expressly set out in the Agreement, the maximum aggregate liability for any claim or group of related claims in relation to the Services under the Agreement shall not exceed the aggregate Service fees paid to TGR-WRT by the Customer during six (6) months preceding the event giving rise to such claim.

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