Terms and Conditions of Sales and Delivery
These general terms and conditions of sales (hereinafter the General Terms and Conditions) constitute an annex of the order confirmation (hereinafter the Order Confirmation) entered into / agreed on between the Seller and the Buyer (hereinafter referred to individually as Party or together as Parties) and form an integral part thereof, which sets the conditions and procedure of the sales, transfer and payment for a product or products (hereinafter referred to as Product). Product specifications, quantity, price, possible discounts and delivery conditions are included in the Order Confirmation.
1. Purchase price and payment
1.1 The Buyer agrees to pay for the Product a purchase price (hereinafter referred to as the Purchase Price) payable as agreed in the Order Confirmation and based on the invoice issued by the Seller. The purchase costs are borne by the Buyer.
1.2 The Seller shall submit an invoice to the Buyer electronically by e-mail to the Buyer’s e-mail address, or by mail. The Buyer shall pay the Seller’s invoice within the period specified on the invoice starting from the issuance of the invoice.
1.3 The Buyer shall be obliged to notify the Seller of any claims regarding the invoice no later than within three working days following the issuing of the invoice. The Buyer shall have no right to submit any claims subsequently.
1.4 In the event that the Buyer undertakes to make an advance payment, the payment must be carried out within 30 calendar days from the issuance of the prepayment invoice. After the advance payment is carried out, the Seller shall issue the Order Confirmation to the Buyer. If the advance payment delays more than 30 calendar days, any other deadlines related to the delivery of the Product to the Buyer shall be postponed as well. New deadlines shall be determined in the Order Confirmation.
1.5 The obligation to pay for the Product is deemed to be fulfilled from the moment when the full amount of the Purchase Price specified on the invoice is received on the Seller’s bank account. In case of any outstanding amounts, first the interest and contractual penalties shall be deemed to have been paid, regardless of the explanation given in the payment order, and only then the remainder of the amount payable.
2. Terms and conditions for the transfer of the possession and ownership of the Product
2.1 The Product shall be delivered in accordance with the terms of delivery specified in the Order Confirmation. The Buyer undertakes to accept the Product at the agreed time and place. The Seller assumes that the destination (delivery address) given by the Buyer is correct. In the event that the Parties fail to reach an agreement with regard to the Order Confirmation within two (2) calendar days of the commencement of negotiations, all deadlines regarding the delivery of the Product to the Buyer shall be postponed. The Seller shall announce the new deadlines after the Order Confirmation has been agreed on.
2.2 In the event that the mode of transportation is not defined in the Order Confirmation, the Seller shall choose the most appropriate mode of transport at the expense of the Buyer.
2.3 The Seller shall reserve the right to deliver to the Buyer the Products of its product portfolio directly from the manufacturing plant located outside the Republic of Estonia, including the right to invoice the Buyer for associated transportation costs. With regard to the details of these direct deliveries included in the order, the terms of delivery “DAP delivered to the address specified, freight paid, Incoterms 2010” shall be applied.
2.4 All product information sheets and/or user manuals associated with the Product are available for each specific Product on the manufacturer’s website. The Seller will provide the Buyer with the hard copy of relevant documents only when specifically agreed so. The assemblies and complexes are addressed separately and the need for and thoroughness of the respective documentation will be agreed on with the Buyer before signing/confirming the Order Confirmation.
2.5 The delivery date shall be the date provided on the instrument of delivery or the CMR consignment note or the date of delivery of the goods to the Buyer by the courier/shipping company. By signing the said documents, the Buyer confirms that it has received the Product and familiarised itself with the documents specified in section 2.4, understood and agreed to them.
2.6 The Buyer shall have the right to refuse to accept the Product only if the Product does not meet the conditions agreed by the Buyer and set out in the Order Confirmation.
2.7 In the event that the Products get damaged during the transportation, the responsibility of which lies according to the terms of delivery with the Seller, the representative of the Buyer shall be obliged to submit to the Seller a written report on the findings of the damage, including the photographs taken of the damage, and an overview of what had been the anticipated conditions at the time the damage occurred, to be able to draw up a claim for damages. The Buyer shall return the Products in accordance with the written instructions given by the Seller.
2.8 The risk of accidental destruction and damaging of the Product shall pass from the Seller to the Buyer at the moment of delivery of the Product. If the Buyer does not accept/receive the Product at the agreed time and place, the risk of accidental loss and damage of the Product shall be transferred to the Buyer of the date the receipt was deemed delayed.
2.9 The ownership of the Product shall be transferred to the Buyer after the Purchase Price and all fees (including penalties, interest, transport costs) have been paid in full.
2.10 If the Buyer stores the Product in rented premises at the time when the ownership of the Product has not yet been transferred to the Buyer, the Buyer shall be obliged to inform the lessor of the Seller’s ownership upon storing the Product in the rented premises, in order to prevent the lessor from obtaining the right of pledge on the Product. The Buyer shall compensate for the damage caused to the Seller by the violation of the said obligation.
2.11 At the time when the ownership of the Product has not yet been transferred to the Buyer, the Buyer is not allowed to give the Product in the possession of third parties in any way or to sublease it without the Seller’s prior written consent.
2.12 The property rights of the product drawings and design solutions belong to the Seller and the Buyer shall not have the right to manufacture new analogous or similar products on the basis of these technical solutions or have them manufactured, regardless of whether the solution or part of it has been registered or not as a patent or utility model. Upon breach of this obligation, the Buyer shall pay to the Seller a contractual penalty in the amount equal to 1.5 times the cost of the Product. The Seller has the right to claim the contractual penalty no later than within four (4) months of the date when the Seller became aware of the violation described in this section. In addition, the Buyer shall also undertake to compensate the Seller all the damages exceeding the amount of contractual penalty (including lost profits).
3 Product compliance and warranty
3.1 Upon the receipt of the Product, the Buyer is obliged to immediately examine the Product or have it examined, and to report to the Seller of any defects of the Product in writing no later than within one (1) week following the delivery of the Product, and to adequately describe the defect in the report.
3.2 If the Buyer fails to report a defect of the Product that was visible on the delivery or which the Buyer should have noticed when accepting the Product, by the time set out in section.
3.1 of the General Terms and Conditions, or the Buyer has not described the defect accurately enough, the Buyer can not refer to the defect not submit any claims based on that.
3.3 The Buyer shall undertake to inform the Seller of the defects discovered after the delivery of the Product in accordance with section 3.7.
3.4 The Buyer undertakes to carry out all the technical inspections and tests necessary for the deployment of the Product and provided in the current legislation. As well as the installation of the Product.
3.5 The Seller shall give to the Product a warranty for a term of 12 months starting from the delivery of the Product to the Buyer. The delivery date shall be the date provided on the instrument of delivery or the CMR consignment note or the date of delivery of the goods to the Buyer by the courier/shipping company.
3.6 The warranty shall cover eliminating manufacturing, material or structure defects discovered on the Product or its individual details during the warranty period by the Seller. The Seller shall be obliged to replace the defective Product with a new one only if repairing of the Product or detail or replacing of a detail is not possible.
3.7 The Buyer shall be obliged to notify the Seller in writing about any defect discovered during the warranty period within 7 (seven) calendar days following the discovery of the defects, while providing a sufficient description of the defect.
3.8 The warranty shall not cover defects:
3.8.1 that have occurred due to normal wear and tear of the product;
3.8.2 that have occurred due to using the Product in conflict with its technical conditions, safety rules and intended purpose;
3.8.3 that have occurred due to disregarding the terms and conditions set out in the product information sheet and/or user manual, or the usage of spare parts not approved by the Seller;
3.8.4 that the Buyer has failed to notify the Seller of in writing within 7 (seven) days following the discovery thereof and/or the Buyer has not enabled the Seller to determine the reason for the defect pursuant to the General Terms and Conditions;
3.8.5 to the extent the expansion of which the Buyer could have reasonably prevented.
3.9 The warranty term of the Product shall expire before the prescribed time in the event that:
3.9.1 the product has been used in conflict with its intended use or product information sheet and/or user manual;
3.9.2 the product has not been maintained according to the instructions set out in the product information sheet and/or user manual.
3.10 The Buyer shall have the right to withdraw from the transaction and request the Product to be returned and the purchase price refunded only if the defect cannot be repaired or the part cannot be replaced and replacing the defective Product with a new one would not result in enabling the use of the Product as intended.
3.11 The warranty does not cover the transport, disassembly and re-installation costs.
3.12 The warranty does not cover for any direct or indirect damage caused by a defective Product.
3.13 The warranty of a Product or a part thereof that is replaced during the warranty period shall be valid until the expiry of the general warranty term of the Product.
3.14 Settling of a warranty claim takes place at the manufacturer’s place, unless otherwise agreed.
4 Liability of the Parties
4.1 The Parties shall be liable for any violation of the General Terms and Conditions and the Order Confirmation on the grounds and according to the procedure set out in the legislation of the Republic of Estonia.
4.2 The Seller shall not be liable for any loss or damage which has occurred to the Buyer in connection with the delayed delivery by the Seller, product defects or the rectification of deficiencies, including but not limited to any possible claims of third parties against the Buyer.
4.3 In case of any delayed payment due under the Order Confirmation or the General Terms and Condition, the Seller shall have the right to demand the Buyer interest in the amount of zero point two per cent (0.2%) of the outstanding amount per day for each day of delay until the full payment of the amount payable.
4.4 In the event that the Buyer fails to accept the Product at agreed time and/or place, the Seller shall have the right to demand the Buyer a contractual penalty of zero point zero five per cent (0.05%) of the purchase price of the Product for each day of delay with the delivery until the Product is appropriately accepted. In addition, the Seller shall be entitled to require the Buyer to compensate for expenses related to repeated delivery or transfer (such as transportation costs).
4.5 In the event that the Seller fails to deliver the Product at the agreed time and/or place, the Buyer shall be entitled to claim from the Seller a contractual penalty for the unduly delivered Product or its part of zero point two per cent (0.2%) per day, but at any event no more than ten per cent (10%) of the price of the undelivered Product or its part.
4.6 The payment of contractual penalty shall not exempt the Party of the fulfilment of its obligations set out in the General Terms and Conditions. The payment of contractual penalty may be required regardless of the actual damage and the violation excused. In addition to the contractual penalty, the Seller shall be entitled to additionally claim the Buyer for all losses and damages.
5 Term, amendment and termination
5.1 These General Terms and Conditions shall enter into force from the moment the Parties agree on the Order Confirmation or sign it and remain valid until all obligations arising from this have been properly fulfilled by the Parties.
5.2 The Order Confirmation may be amended and supplemented by an agreement between the Parties, and all amendments and supplements must be in writing and signed by both Parties.
5.3 The Seller shall have the right to withdraw from the transaction if the Buyer has failed to accept the Product at the time and place agreed, and will not do so within additional reasonable period of time given by the Seller.
5.4 The Buyer shall have the right, in addition to the grounds set out in section 3.10, withdraw from the transaction only if the Seller has failed to deliver the Product at the time and place agreed and will not do so within additional reasonable period agreed upon by the Parties, which may not be less than 14 calendar days.
5.5 In the event that the Seller withdraws from the transaction due to the violation by the Buyer or the Buyer withdraws from the transaction on a basis other than provided in the General Terms and Conditions, the Seller shall be entitled to keep the advance payment of the Purchase Price paid by the Buyer as contractual penalty.
6 Notifications between the Parties
6.1 All notifications between the Parties and related to the Order Confirmation or the General Terms and Conditions shall be made in a format which can be reproduced in writing (e-mail), except in cases where such notices are of informational nature only and communicating of which to the other Party does not have any legal consequences, or when the General Terms and Conditions specifically require written format. An informative notice may also be communicated over the phone. A notice sent shall be deemed received by the other Party on the next working day following the posting.
7 FINAL PROVISIONS
7.1 In all matters which are not regulated by the Order Confirmation or the General Terms and Conditions, the Parties shall be guided by the Law of Obligations Act and other legislation in force in the Republic of Estonia.
7.2 Disputes arising from the Order Confirmation or the General Terms and Conditions shall be attempted to be resolved by way of negotiations. In the event that an agreement is not achieved, the dispute shall be resolved by the Harju County Court.
7.3 By confirming the Order Confirmation, the Parties confirm that they have read the entire text of the General Terms and Conditions, and fully understand the contents of any of its provisions. The parties also confirm that none of the provisions of the General Terms and Conditions and the Order Confirmation will not unreasonably harm either of the Parties, and the rights and obligations of the Parties are balanced.
7.4 These General Terms and Conditions and the Order Confirmation shall enter into force after the Parties have confirmed that they have agreed on the provisions set out in the Order Confirmation as well as in the General Terms and Conditions.