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Terms and conditions of contract and delivery

Northbull Imports – Terms and Conditions of Service and Delivery (“Terms”)

1. PARTIES AND SCOPE OF APPLICATION

These Terms apply to the services provided by Northbull Imports/North Global Oy (“Operator”) to a customer (“Customer”) who orders a product, such as a mini excavator or other machinery, from a foreign third-party manufacturer through the marketplace provided by the Operator.

The Operator is not the seller, importer, manufacturer, or reseller of the goods, but acts as the operator of the commercial ordering and delivery process, as a marketplace, and as a logistics coordinator. A contract is formed when the Customer accepts the offer by paying the corresponding invoice. The Operator is not a party to the sale but provides the platform for the transaction. Responsibility for the transaction lies with the parties engaged in the trade.

Role definitions:

Customer = the ordering party

Manufacturer/Seller = the factory producing the product

Operator (Northbull Imports) = operator, service provider

2. ROLE

The Customer orders the product directly from a foreign manufacturer. The Operator is not a party to the sales contract for the goods but provides the following services on behalf of the Customer:

  • Ordering the products, handling payments and currency exchange
  • Forwarding the order and coordinating documentation with the manufacturer
  • Arranging communication with the manufacturer and supplier (communication with the buyer, negotiations with the supplier and contractors), arranging delivery of the goods to the buyer’s home or other agreed location
  • Customs clearance and import VAT processing on behalf of the Customer
  • Arranging transport insurance (if separately agreed)
  • Monitoring order fulfillment and quality control to the extent reasonably possible using available means and cooperation

3. ORDER PROCESS

  1. The Customer selects the product and accepts the offer.
  2. The Customer confirms the technical specifications, equipment, and delivery address in writing.
  3. The Customer pays 100% of the offered price in advance.
  4. A contract is formed between the Customer and the manufacturer under the stated terms.
  5. The Operator initiates the process on behalf of the Customer.
  6. The product is delivered from the manufacturer to the Customer.

4. PAYMENT TERMS

All payments are made 100% in advance unless otherwise agreed in writing. The Customer pays the price stated in the offer or invoice. The Operator is not obligated to deliver the product, reserve transportation, or initiate the delivery process if payments related to the invoice or order (including additional charges based on freight index adjustments) remain unpaid after the due date. This also applies to additional costs determined at the time of delivery that are based on changes in freight rates, port charges, insurance costs, or other delivery-related fees. If payment is not made on time, the Operator reserves the right to withhold delivery or release of the product from storage without separate notice.

Unless otherwise stated, the price may include the following items:

  • The factory price of the product and manufacturer charges
  • International and domestic transportation costs (sea, air, or road freight)
  • Customs duties, value-added tax, and other statutory taxes and charges
  • Documentation and forwarding services (e.g., B/L, customs documents, export clearance)
  • Transport insurance
  • The Operator’s service fee (fixed + commission including order coordination, communication, payment processing, transport management and customer service)

Indexed Freight Pricing

The freight portion stated in the offer or agreement is reviewed and finally confirmed when transport begins (e.g., container booking or bill of lading creation). Weeks or months may pass between ordering and delivery, during which actual freight prices may increase or decrease (for example due to fuel costs, container prices, force majeure, machine size, etc.).

The Shanghai Containerized Freight Index (SCFI) or other index indicators may be used as a reference to evaluate freight price developments. If this index has significantly increased at the time of delivery compared to the time of order, the Operator reserves the right to charge an additional 8–15% of the freight value when delivery begins. Correspondingly, if the actual freight costs are significantly lower than originally estimated, the corresponding savings may be credited to the Customer up to a maximum of 10% of the freight value based on the freight value on the purchase date.

This mechanism allows fair sharing of costs in a constantly changing market and global environment and protects the parties from unpredictable price fluctuations in international logistics.

Receipt of payment does not constitute an unconditional obligation to deliver the order if delivery is prevented due to reasons beyond the supplier’s control (such as payment service disruptions, currency restrictions, or official decisions).

Payment Processing Time and Impact on Delivery Schedule

Due to international payment practices, transfers between countries and banks may take a considerable amount of time. Delays in receiving payments may occur for example due to:

  • weekends, national and international holidays
  • bank internal processing times
  • currency transfer or payment intermediary delays
  • regulatory checks or additional verification of the source of funds

The Operator cannot influence the timing or delays of payment transactions. Therefore, the start of product production may also be delayed depending on when the manufacturer receives the payment and the manufacturer’s internal procedures. The Customer understands and accepts that the delivery timeline begins only from the moment the payment is credited to the manufacturer’s account, not from the moment the payment is sent to the Operator or the factory.

5. DELIVERY TERMS (INCOTERMS 2020 + DELIVERY PRACTICES)

International deliveries are by default made under Incoterms 2020 DDP (Delivered Duty Paid) terms unless otherwise agreed in writing.

Possible delivery terms include:

  • EXW – Customer collects the product from the factory
  • FCA – Manufacturer hands over the goods to the carrier
  • CPT / CIP – Carriage paid / Carriage and insurance paid
  • DAP / DPU – Delivery to destination (not unloaded or unpacked)
  • DDP – Door delivery with all duties and responsibilities handled on behalf of the Customer

Risk transfers according to the Incoterms rules. Under DDP delivery terms, risk transfers to the Customer only upon delivery.

Delivery Schedules

Delivery schedules are always estimates and are not binding for the Operator, manufacturer, or transport company. The delivery process begins only once all payments, documents, and required information have been received and confirmed. Schedule deviations may occur due to third parties, weather conditions, port congestion, customs, logistics chain disruptions, or other unforeseen factors.

Delivery Conditions

The Operator is not obligated to deliver the product or reserve transportation if payments related to the order (including index adjustments or additional charges) remain unpaid. If the Customer fails to provide required information (such as delivery address, importer identification number, or contact details) within the required timeframe, delivery may be postponed or rescheduled without compensation.

Responsibility for Receiving and Unloading

The Customer is responsible for ensuring that delivery can be received at the agreed destination. If delivery fails due to the Customer’s actions (for example if the recipient is not present), the Customer is responsible for any additional costs such as storage, redelivery, or waiting time.

Delivery in Case of Obstacles

The Operator has the right to postpone or delay delivery in the event of force majeure or logistical disruptions (such as weather conditions, strikes, congestion, or official orders). The Operator is not responsible for delays caused by circumstances beyond its control.

Customer Participation and Obligation to Provide Information

The Customer must provide all information required for delivery on time and ensure that delivery can be performed safely and smoothly. If necessary, the Customer must ensure compliance with local authority requirements and assist with official inspections or customs procedures.

6. LIMITATION OF LIABILITY

The Operator acts only as a marketplace, consultant, order management provider, and logistics coordinator in the supply chain between the Customer and the foreign manufacturer. The Operator is not responsible for promises, warranties, or actions of the manufacturer, factory, or third parties. The Operator is not a party to the product sales agreement and is not responsible for manufacturer errors or omissions. The Operator is not part of the goods sale or manufacturing agreement and assumes no responsibility for it. The Operator is not liable for direct or indirect damages and is not obligated to grant price reductions or compensation.

The Customer’s remedy in the event of a service error by the Operator is limited to requesting a refund of the Operator’s service fee, only to the extent that the service has materially not been performed due to the Operator’s own actions.

Unless explicitly agreed otherwise in writing, the Operator is not responsible for:

  • product characteristics, quality, defects, or deficiencies
  • product suitability for its intended use, safety, or technical functionality
  • actions, omissions, schedules, or failures of the factory or manufacturer
  • decisions, delays, errors, or omissions by third parties such as freight forwarders, carriers, customs authorities, ports, or other authorities
  • indirect or consequential damages such as loss of income, production interruptions, project delays, contractual penalties, or reputational damage
  • transport or loading errors once goods have been handed over to a third party according to the agreed delivery terms
  • requirements related to product registration, type approval, CE marking, or other national requirements or failure to meet such requirements
  • missing technical documentation such as exploded diagrams, service manuals, or spare parts lists
  • delays, errors, or costs resulting from the Customer’s own actions or omissions (for example incorrect delivery addresses, payment delays, failure to complete customs clearance)

The Operator’s total liability is always limited to its own service fee and only if the Operator is proven to have acted with gross negligence or intent.

The Operator has the right to terminate the agreement with the Customer if fulfilling the order becomes materially impossible, for example if the manufacturer cannot or refuses to deliver the product according to the Operator’s instructions or if the Customer fails to meet payment obligations.

7. SUBCONTRACTORS

The Operator has the right to use subcontractors and third-party service providers to perform services, including but not limited to factories, transport companies, freight forwarders, shipping lines, insurance companies, software and system providers, customs agents, and logistics operators.

The Customer understands and accepts that these third parties operate independently and are not under the Operator’s responsibility.

If a subcontractor makes an error or causes damage (for example loss or damage of goods, customs delays, scheduling delays, or system issues), compensation claims must be directed directly to the subcontractor or the insurance company. The Operator may assist the Customer in preparing a claim or damage report if agreed.

The Operator is not responsible for errors, omissions, or delays caused by subcontractors.

8. TRANSPORT DAMAGE AND INSURANCE

The Customer is responsible for inspecting the condition of the goods upon delivery. Transport damage or defects must be documented immediately in writing at the time of delivery (for example on the bill of lading or with photographs) and reported to the Operator, transport company and/or insurance company within the applicable deadlines.

If the Operator has arranged transport insurance on behalf of the Customer, reporting and documentation of damage must follow the instructions and deadlines provided by the Operator. The Operator has the right to require the Customer to fully follow these instructions in order to initiate the compensation process.

The Operator may, at its discretion, assist in preparing a compensation claim or delegate the claim process to the insurance company or another party on behalf of the Customer, but is not obligated to do so. The Operator is not responsible if compensation is not granted due to errors or delays by the Customer.

If insurance has not been taken or has been arranged independently by the Customer, all claims and responsibilities remain with the Customer.

9. SERVICE PROVIDER / OPERATOR RIGHTS, RIGHT TO SUSPEND SERVICE AND MODIFICATION TERMS

The Operator has the right to remove, modify, block, or suspend the service or part of it if it considers there to be justified reasons. The Operator reserves the right to suspend, postpone, or cancel a customer order in the following situations:

  • the manufacturer does not deliver the product or cannot otherwise operate
  • the customer does not provide required information or confirmations within the agreed schedule
  • there is a significant deviation, technical obstacle, regulatory requirement, or other reason preventing fulfillment of the agreement
  • Force Majeure circumstances

The Operator reserves the right to modify these Terms by notifying the Customer in writing, by email, or by publishing them on its website. Modified Terms enter into force seven (7) days after notification unless otherwise stated. The Customer accepts the changes by continuing to use the service or placing a new order after the notification date.

The Operator aims to provide the service during the announced service hours using reasonable efforts. Service interruptions may occur due to maintenance work, high user volumes, technical failures, cyber disruptions, or similar reasons. The Operator is not responsible for data loss, delays, or direct or indirect damages caused by such interruptions.

The Operator aims to provide a high-quality and reliable service but does not guarantee the accuracy, correctness, or continuous availability of the service or its content with respect to third parties and is not responsible for damages caused by service or content malfunction.

The Operator reserves the right to modify, remove, or add elements, features, or functions of the service or to discontinue the service entirely or partially without liability to the Customer.

The Operator also has the right to moderate or modify notices, advertisements, or other content provided by the Customer in the service if the content is not appropriate for the service, is incorrect, misleading, or otherwise unsuitable.

10. WARRANTY

If the manufacturer provides a warranty, responsibility and handling are solely between the Customer and the manufacturer. The Operator is not responsible for the fulfillment of manufacturer promises and is not a party to warranty or complaint processes. The Operator will assist the Customer to the best of its ability.

11. RETURNS AND CANCELLATIONS

All products are ordered and manufactured according to the individual specifications and requirements of the Customer from a foreign manufacturer. The products are therefore clearly customized and are not subject to the right of withdrawal or return under Chapter 6 of the Finnish Consumer Protection Act.

Cancellation of an order or return of a product is only possible with the written consent of the manufacturer. In such cases:

  • The Customer is responsible for all costs resulting from the cancellation or return. These may include production costs, administrative and processing costs, payment handling, freight, repackaging, customs procedures, manufacturer cancellation fees, and any incurred taxes.
  • The Customer agrees to fully compensate all direct and indirect costs incurred by both parties even if the order has not yet been delivered.
  • The Operator is not obligated to compensate the Customer or manufacturer for costs not caused by the Operator.

12. FORCE MAJEURE

The Operator is not responsible for delays, damages, or failure to fulfill obligations if they result from force majeure. Force majeure means an event beyond the Operator’s control that prevents the fulfillment of contractual obligations. Such circumstances may include:

  • war, civil unrest, terrorism, piracy
  • pandemics or virus epidemics
  • natural disasters, fires, storms, or floods
  • labor disputes, strikes, lockouts
  • transport or logistics chain disruptions
  • export or import bans, customs delays, or government decisions
  • cyber attacks, large-scale system failures, or energy supply interruptions

The Operator has the right to postpone the fulfillment of contractual obligations for the duration of the obstacle or terminate the agreement if fulfillment becomes impossible due to force majeure.

The Operator will notify the Customer of the obstacle and its estimated duration as soon as reasonably possible.

This force majeure clause is based on Sections 27–28 of the Finnish Sale of Goods Act (355/1987) and, where applicable, the international CISG Convention (United Nations Convention on Contracts for the International Sale of Goods, Article 79).

13. GOVERNING LAW AND DISPUTE RESOLUTION

This agreement is governed by the laws of Finland excluding its conflict of law rules. Any disputes shall be resolved in the District Court of Helsinki as the court of first instance. A consumer customer may alternatively bring the matter to the Finnish Consumer Disputes Board.

14. ACCEPTANCE AND BINDING EFFECT

The Customer accepts these Terms as binding by paying the invoice or accepting them in writing or through electronic signature if used. The Operator reserves the right to update the Terms unilaterally. New Terms become effective when published on the website or attached to a new offer or agreement.

If any part of these Terms is found invalid, the remaining Terms remain valid.

Additional Condition Regarding International Payment Transactions

The Customer accepts that due to international banking practices, transfers between countries and banks may take several days. Delays may occur due to weekends, public holidays, bank processing times, currency exchange procedures, or regulatory checks.

The manufacturing and delivery process begins only once the manufacturer has received the full payment in its account. The Operator cannot influence the timing of international payment transactions, and therefore all delivery timelines are calculated from the date the manufacturer confirms receipt of funds, not from the date the Customer initiated the payment.