Myyjäsopimus (englanniksi)
Sopimus on englanninkielinen. Englanninkielinen teksti on sitova.
Version 1.1 – valid from 30 October 2026
1. Parties and scope
1.1 This Agreement is between Texus Oy, business ID 3428904-1, Åkerlundinkatu 8, 33100 Tampere, Finland (“Texus”) and the company that registers as a seller on texus.fi (“Seller”).
1.2 It governs how the Seller offers industrial spare parts and other goods (“Products”) for sale through the Texus marketplace at texus.fi (“Marketplace”). The Annexes form part of this Agreement.
1.3 Only businesses may become Sellers. By registering, the person accepting this Agreement confirms that they are authorised to bind the Seller.
2. How the Marketplace works
2.1 Texus sells Products to buyers in its own name and for the Seller’s account (commission sale). Texus is the seller towards the buyer, issues the buyer’s invoice and handles payment, customer service, returns and complaints.
2.2 Ownership of a Product stays with the Seller until it passes directly to the buyer on delivery. Texus never becomes the owner of the Product.
2.3 Texus decides which Products are shown on the Marketplace and how they are presented, and may decline or remove a listing as set out in this Agreement. Used and Refurbished Products are offered only to business buyers.
2.4 The Seller arranges and pays the transport of each order with a carrier of its choice and sends the parcel to the delivery address given by Texus. The delivery charge the buyer pays for the Seller’s shipment belongs to the Seller (section 11.1), except as set out in sections 10.2 and 10.3.
2.5 The Seller shall not contact buyers directly about an order or present itself as the seller of a Product.
3. Seller account and information
3.1 The Seller shall give correct and complete company information: registered name, business ID, VAT number, registered address, bank account, contact person and, where required, the information listed in Annex D (tax reporting). The Seller shall keep this information up to date.
3.2 Texus is required by law to report certain information on Sellers and their sales to the Finnish Tax Administration (EU Directive 2021/514, “DAC7”). If the Seller has not provided the required information after the first request and two reminders, and at least 60 days after the first request, Texus may close the account and prevent re-registration, or withhold payments until the information is provided. Texus tells the Seller each year what it has reported.
3.3 The Seller is responsible for all activity under its account and shall keep its login details secret.
3.4 The users the Seller adds to its account may confirm values and send listings for approval on the Seller’s behalf. The Seller shall remove the access of a user who leaves the company without delay.
4. Listings and product information
4.1 The Seller shall describe each Product correctly and completely: manufacturer, manufacturer part number, condition (as defined in Annex C), quantity, known defects, missing parts or accessories, for electrical equipment whether it is tested and working, and any information needed for safe use.
4.2 Texus may offer tools that fill in product information automatically, for example from a part number, a photo or a file (“Suggested Information”). Suggested Information is a proposal only. It becomes part of the listing only when the Seller sends the listing for approval, and the Seller is responsible for it as if the Seller had written it.
4.3 Photos must show the actual Product offered, or be clearly marked as example photos. The Seller confirms that it has the right to use all photos and texts it uploads.
4.4 The Seller shall provide, where available: the manufacturer’s name, postal address and e-mail or web address; for a manufacturer outside the EU, the name and address of its responsible person in the EU; a product identifier (type, batch or serial number); and the safety warnings and instructions for the Product. The Seller confirms that, to its knowledge, the Product is not recalled, has not been modified and still carries its original safety markings. Texus uses this information to meet its product safety obligations (Regulation (EU) 2023/988).
4.5 The Seller shall not list Products that are stolen, counterfeit, recalled, dangerous, subject to export or sanctions restrictions, or otherwise prohibited by law or by the Marketplace rules published on texus.fi.
4.6 Each listing is published only after Texus approves it. If the Seller changes the name, brand, part number, condition or photos of an approved listing, the listing returns to approval. Changes to price and quantity take effect at once.
4.7 If the Seller does not know a value, it shall mark it “not verified” or delete it, and shall not guess.
5. Product condition and defects
5.1 The Seller shall choose the condition that matches the Product according to Annex C, and shall describe any defect, wear or missing item in the listing.
5.2 The Seller shall describe each known defect or deviation specifically, so that Texus can show it to the buyer and, for consumers, ask the buyer to accept it separately before ordering. General statements such as “as is” do not protect against consumer claims. A defect that is not described is the Seller’s responsibility under section 10.
6. Seller confirmations and responsibility for information
6.1 The Seller is obliged to enter correct information. Where the Marketplace asks the Seller to confirm a value, for example by ticking “I checked it on the part”, “Safety value: I checked it” or “I have checked all values below”, the Seller confirms that it has checked the value against the Product, its rating plate or the manufacturer’s documentation, and that the value is correct.
6.2 By confirming a value or sending a listing for approval, the Seller takes full responsibility for the correctness of that value and of the listing. Texus’s approval of a listing does not mean that Texus has checked the information, and does not transfer this responsibility to Texus.
6.3 The Seller shall compensate Texus for costs and losses caused by incorrect or incomplete information, including refunds to buyers, return and re-delivery costs, compensation Texus must pay to a buyer, and fines or claims from authorities to the extent the law allows them to be passed on. Texus may set these amounts off against payments due to the Seller as set out in section 11.3.
6.4 The Seller’s liability under section 6.3 is limited, per calendar year, to €10,000 or the total Seller Prices paid to the Seller in the previous 12 months, whichever is higher. The limit does not apply to: (a) values the Seller has confirmed as described in section 6.1, such as voltage, current, IP rating, ATEX marking and certificates; (b) intent or gross negligence; (c) stolen or counterfeit Products. The limit does not apply to the costs the Seller bears under section 10.
6.5 Texus keeps a record of each confirmation: what was confirmed, by which user, when, and under which version of this Agreement. The parties agree that this record is evidence of the confirmation unless shown otherwise. Texus may send the Seller a summary of its confirmations by e-mail.
6.6 If a confirmed value is changed after the confirmation, by the Seller or by Texus’s tools, the confirmation lapses and the value must be confirmed again before the listing is published.
6.7 This section allocates responsibility between Texus and the Seller. It does not limit Texus’s own obligations towards buyers and authorities.
6.8 The Seller shall indemnify Texus against claims by third parties, including buyers and authorities, arising from the Seller’s Products, photos or texts, or from the Seller’s breach of this Agreement or the law, including product liability, infringement of intellectual property rights and counterfeit, recalled or sanctioned goods. The indemnity covers the amounts Texus must pay and Texus’s reasonable costs of handling the claim, including legal fees.
6.9 Texus shall inform the Seller of such a claim without undue delay. The Seller shall take part in handling the claim at its own cost: it shall give Texus the information, documents and statements needed and, where the procedure allows, join the proceedings alongside Texus. Texus shall not accept or settle the claim without consulting the Seller, unless the law, an authority or a deadline requires a quicker decision.
7. Prices and Texus fee
7.1 The Seller sets a net price per Product (“Seller Price”), excluding VAT. This is the amount the Seller receives for each unit sold. If the Seller is registered for VAT, VAT is added to the Seller Price on the self-billed invoice (section 11.2).
7.2 The price shown to buyers is the Seller Price plus Texus’s fee of 15 % (“Listing Price”), rounded as set out in Annex A. VAT and delivery costs are added for the buyer. The fee is the difference between the Seller Price and Texus’s sale price; Texus does not invoice it to the Seller separately.
7.3 Texus may show a suggested price to help the Seller. The Seller decides its own Seller Price.
7.4 Texus may at its own cost offer discounts or campaigns to buyers. These never reduce the Seller Price.
8. Stock and orders
8.1 The Seller shall keep stock quantities correct. A Product in an accepted order is sold to the buyer and the Seller may not sell it elsewhere.
8.2 If the Seller cannot deliver a sold Product, the Seller shall inform Texus at once. Texus may charge the Seller 10 % of the Listing Price, at least €10, for each order cancelled because of the Seller.
9. Packing and dispatch
9.1 The Seller shall pack each order securely and hand it to a carrier of its choice usually within 2 and at the latest within 5 working days from the order notice, with the Texus packing slip in the parcel. The Seller gives Texus the carrier’s name and the tracking number.
9.2 The parcel shall contain only the Texus packing slip. The Seller shall not add its own invoice, price list, marketing material or contact details.
9.3 The Seller bears the risk of loss or damage caused by insufficient packing. The rules on packing, sizes and carriers are in Annex B.
10. Returns, complaints and defects
10.1 Texus handles all communication with buyers about returns, complaints and defects. The Seller shall answer Texus’s questions within 2 working days, give Texus a return address in the EU and accept returned Products there.
10.2 If a buyer withdraws from a purchase under a statutory right of withdrawal or a return right offered by Texus, the Product is returned to the Seller. Neither the Seller Price nor the delivery charge for that shipment is paid to the Seller, as Texus refunds them to the buyer. If Texus bears any cost of the return delivery, the Seller bears that cost. Amounts already paid to the Seller are set off against later payments as set out in section 11.3.
10.3 If a Product is defective, does not match the listing or was packed insufficiently, the Seller bears the refund of the Seller Price, the return and re-delivery costs and any compensation due to the buyer. In addition, Texus may charge the Seller a handling fee of 10 % of the Listing Price, at least €15, for each claim that Texus accepts under this section.
10.4 Texus decides how to settle a buyer’s claim, taking the law and fair customer service into account. Texus shall inform the Seller before accepting a claim of more than €500, except where the law requires a quicker answer.
10.5 The Seller’s responsibility under this section and section 6 lasts as long as Texus is liable towards the buyer under the law that applies to the sale; for consumers in Sweden this is three years from delivery.
11. Payment to the Seller
11.1 Texus collects the payment from the buyer. Texus pays the Seller Price and the delivery charge for the Seller’s shipment by bank transfer twice a month, on the 1st and 15th day, for each order delivered at least 14 days before the payment date. The delivery date is the date the carrier’s tracking shows the order as delivered. If the buyer has cancelled the order or made a complaint, payment for it waits until the matter is settled.
11.2 The Seller authorises Texus to issue, in the Seller’s name, the invoices for the Seller’s sales to Texus (self-billing, itselaskutus). Each invoice is marked “Itselaskutus / Self-billing”, numbered in a series of its own for the Seller, and shows the Seller’s VAT number and VAT treatment. The Seller may object to an invoice within 8 days of receiving it; otherwise the invoice is accepted. The Seller shall not issue its own invoices for the same sales and shall inform Texus at once of any change in its VAT registration.
11.3 Texus may set off against payments to the Seller any amounts the Seller owes under this Agreement that are due and quantified. Before a set-off Texus tells the Seller the reason and the amount in writing, and the Seller may object within 14 days. While a claim is disputed, Texus may hold back a reasonable amount until it is settled.
11.4 If an amount the Seller owes under this Agreement cannot be set off within 30 days after it is due, Texus may invoice it and the Seller shall pay within 14 days of the invoice date. Late payments bear interest under the Finnish Interest Act (korkolaki).
11.5 For the first 90 days after the Seller’s first sale, Texus may pay for orders delivered at least 30 days, instead of 14 days, before the payment date.
12. Product safety and recalls
12.1 The Seller shall inform Texus at once if it learns that a listed or sold Product may be dangerous, is recalled or does not meet legal requirements. Texus may remove the listing, inform buyers and authorities and take other measures the law requires. The Seller bears the costs.
13. Intellectual property and content
13.1 The Seller grants Texus a free, non-exclusive right to use, edit, translate and publish the photos and texts the Seller provides, for the Marketplace, search engines, price comparison services and Texus’s marketing, for as long as the listing exists and for orders already made.
13.2 Suggested Information produced by Texus’s tools belongs to Texus.
14. Personal data
14.1 Texus is the controller of buyers’ personal data. When the Seller ships an order, it processes the buyer’s name, delivery address and phone number on Texus’s behalf as a processor (GDPR Article 28), on the terms in Annex E.
14.2 The Seller shall use this data only for delivering the order, keep it secure, not use it for marketing, report a personal data breach to Texus within 24 hours, and delete the data within 3 months after delivery unless the law requires longer storage.
15. No circumvention
15.1 The Seller shall not offer to sell a Product to a buyer outside the Marketplace when the buyer found the Product through the Marketplace, for 12 months after the buyer’s first contact.
16. Listing order and Texus’s own stores
16.1 The order of search results depends mainly on how well a listing matches the search, product data quality, stock availability, price and delivery time. Sellers cannot pay for a better position.
16.2 Texus also sells its own products on the Marketplace through its stores Texus Automaatio and Texus Uusiutuva. These products are not subject to the 15 % fee and may be shown in the same results. Texus does not otherwise rank its own products higher than Seller products.
16.3 In its dashboard the Seller sees its own listings, orders, sales and payments. Texus keeps the search, buyer and sales data of the Marketplace and does not give the Seller data on other Sellers or their buyers.
17. Suspension and termination
17.1 The Seller may terminate this Agreement at any time with 14 days’ notice. Texus may terminate it with 30 days’ notice.
17.2 Texus may remove a listing, or suspend or terminate the Seller’s account with immediate effect, if the Seller materially breaches this Agreement, gives false information, repeatedly fails to deliver, or if the law or an authority requires it. Texus shall give the reasons in writing.
17.3 Orders accepted before the end of the Agreement shall be completed under this Agreement. Sections 6, 10, 11.3, 11.4, 12 and 14 continue to apply after termination.
17.4 Anyone can report a listing they consider illegal through the form on texus.fi. Texus decides on reports and tells the Seller the reasons for removing or restricting a listing. The Seller may ask Texus to review the decision.
18. Liability
18.1 Neither party is liable for indirect or consequential loss, such as lost profit or production stoppage, except in case of intent or gross negligence.
18.2 Texus’s total liability towards the Seller in a calendar year is limited to the Texus fees from the Seller’s sales during the previous 12 months.
18.3 These limits do not apply to the Seller’s obligations under sections 6, 10, 12 and 13. The Seller’s liability for incorrect information is limited only as set out in section 6.4.
19. Changes to this Agreement
19.1 Texus may change this Agreement by notifying the Seller by e-mail at least 15 days before the change takes effect. If the Seller does not accept the change, it may terminate the Agreement before the change takes effect.
20. Governing law and disputes
20.1 Finnish law applies. The parties shall first try to settle a dispute by negotiation. Disputes are finally settled in the Pirkanmaa District Court.
20.2 This Agreement is written in English. A translation is for information only.
Annexes
- Annex A — Fees and payment: Listing Price = Seller Price × 1.15; rounding: ≥ €10 to whole euros, < €10 to €0.10, never below the Seller Price; fee for orders cancelled because of the Seller (section 8.2): 10 % of the Listing Price, at least €10; handling fee for accepted claims (section 10.3): 10 % of the Listing Price, at least €15; payment schedule (sections 11.1 and 11.5); set-off and invoicing (sections 11.3 and 11.4).
- Annex B — Packing and delivery: the Seller ships with a carrier of its choice; Texus provides the packing slip and the delivery details for each order; the delivery charge per shipment follows the size classes (small, parcel, heavy, pallet) and is paid to the Seller, except as set out in sections 10.2 and 10.3; dispatch usually within 2 and at the latest within 5 working days; tracking number to Texus; pallet and dangerous goods only as agreed with Texus.
- Annex C — Condition definitions: New (unused, original packaging, from an authorised channel), New surplus (unused, may lack packaging or be from old stock), Used (working, signs of use, defects described), Refurbished (repaired or tested, what was done is described). Not-working, untested or for-parts goods are not listed.
- Annex D — Tax reporting information: legal name, registered address and country, business ID (trade register number), VAT number, bank account (IBAN) and account holder; Texus records the Seller Prices paid and the number of sales per quarter and reports them under the DAC7 rules.
- Annex E — Data processing: the GDPR Article 28 terms for the buyer data the Seller receives for shipping: Texus’s instructions, confidentiality, security, breach notice, deletion and Texus’s right to check.