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General conditions of purchase
This document is published and available on the Internet and, by agreement, also in paper form.
1. DEFINITIONS
1.1. Contract – the purchase and sale framework agreement concluded by the Buyer for the purchase of Goods or Services between the Buyer and the Seller, which consists of these General Terms and Conditions, Special Terms and Conditions and other Contract documents referred to in the Special Terms and Conditions. The General Terms and Conditions are part of the Contract if the Special Terms and Conditions refer to the General Terms and Conditions as part of the Contract, or if the Buyer has indicated in his order or other similar document before concluding the Contract that the General Terms and Conditions are also part of the concluded Contract.
1.2. General terms and conditions – this document, i.e. the general terms and conditions of purchase of Puumarket AS;
1.3. Buyer – Puumarket AS, registry code 10363212, office Väike-Männiku tn 11, 11216 Tallinn, Estonia;
1.4. Special Conditions – special conditions of the Contract concluded by the Buyer with the Seller for the purchase of Goods or Services, in which the application of these General Terms and Conditions has been agreed or in which the General Terms and Conditions have been referred to as part of the Contract. The Special Conditions can be (i) a document titled as such and signed by the parties, or (ii) an agreement for the purchase of Goods or Services concluded in another form, an order, etc., in which the General Conditions are referred to as part of the Contract;
1.5. Seller – a person (natural or legal) with whom the Buyer concludes an Contract for the purchase of Goods or Services;
1.6. Order – a delivery agreement between the parties for the delivery of specified Goods or Services by the Seller;
1.7. Order letter – a document or information reflecting the order for Goods or Services delivered by the Buyer to the Seller;
1.8. Goods – movable items sold by the Seller to the Buyer on the basis of the Contract;
1.9. Service – the service provided by the Seller to the Buyer on the basis of the Contract;
1.10. Parties to the Contract – Buyer and Seller;
1.11. Contract documents – General terms and conditions, Special terms and conditions, agreements between the parties related to the Contract and other documents referred to in the Contract (e.g. the Seller’s price list), which the Parties have agreed to be part of the Contract;
1.12. Offer – the sales offer submitted by the Seller to the Buyer. Unless otherwise stated in the Offer, the Offer is binding on the Seller during its validity. Unless otherwise stated in the Offer, the Seller’s Offer is valid for at least 30 days;
1.13. Complaint – a notice submitted by the Buyer to the Seller regarding the delivery of defective Goods or Services;
1.14. Objection to the Complaint – an objection to the Complaint submitted by the Seller to the Buyer in a form that allows at least a written reproduction and which contains at least the following information: a reference to the Complaint and clearly expressed objections to the defects specified in the Complaint with relevant reasons;
1.15. Price – the amount to be paid by the Buyer to the Seller for the Goods and/or Services agreed between the Buyer and the Seller on the basis of the Contract. The price is the price of the Goods or Services according to the Seller’s price list agreed by the parties, taking into account the agreed discounts, or if the Seller has made an Offer for the Goods or services to the Buyer, then the amount of the Seller’s Offer approved by the Buyer with the Order;
1.16. Delivery deadline – the deadline for the delivery of the Goods and/or the provision of the Service specified in the Order. The Contract may also provide for separate deadlines for the fulfillment of secondary obligations or partial fulfillment of the main obligation;
1.17. Warranty Period is the period from the acceptance of the Goods or Services by the Buyer’s End Client, during which the sales guarantee for the Goods or the performance guarantee for the Service is valid, during which the Seller’s responsibility for the defect is assumed. The Warranty Period also includes if the poor quality of the Goods or Services appears after the end of the Warranty Period, but during the Warranty Period, a defect of the same type has appeared, of which the Buyer has informed the Seller;
1.18. The Buyer’s End Client – the person with whom the Buyer has entered into a sales contract for the sale of Goods or Services supplied by the Seller;
2. GENERAL PROVISIONS
2.1. Capitalized words defined in subsections of Chapter 1 have the corresponding meaning within these General Terms and Conditions. If the same word is used with a small initial letter, then the corresponding word has a universal meaning.
2.2. The general conditions are an integral part of the Contract. The general conditions also extend to other agreements between the parties concluded after the conclusion of the Contract (e.g. barter transactions), on the basis of which the Buyer acquires Goods or Services from the Seller.
2.3. In the event of a conflict between the Contract documents, the Special Conditions and the Contract documents referred to in it take priority over the General Conditions. The Special Terms and Conditions of the Contract have priority over other documents of the Contract referred to in the Special Terms and Conditions. The Contract document concluded later in time has priority over the Contract document concluded earlier in time.
2.4. If the Buyer changes the General Terms and Conditions, then the amended General Terms and Conditions shall apply to the Contract from the moment the Buyer has informed the Seller about it and if ten (10) days have passed since the notification and the Seller has not objected to the change. In case the Seller does not agree to the change, the Seller shall notify the Buyer of this within ten (10) days from the Buyer’s of receiving notification. In this case, the parties start negotiations to change the terms of the Contract. If the Parties do not reach an agreement satisfactory to the Parties, the Seller has the right to terminate the Contract in an emergency within 45 days from the receipt of the notification regarding the change to the General Terms and Conditions.
2.5. Unless agreed otherwise, the Contract is concluded for an indefinite period. Either Party has the right to terminate the Contract in an orderly manner by notifying the other Party at least 90 days in advance. Termination of the contract does not affect the rights and obligations of the Parties that arose before the termination, including the execution of orders that have not yet been fulfilled.
2.6. The Contract may be amended or terminated in writing or in an equivalent form. Notifications submitted under the Contract must be made at least in a form that allows for written reproduction.
2.7. The Contract can be changed or terminated by the legal representatives of the Parties or persons authorized by them.
3. GENERAL REQUIREMENTS FOR THE SELLER
3.1. The Seller confirms that, as of the time of concluding the Contract, the Seller:
3.1.1. is permanently solvent and economically sustainable, against whom no insolvency proceedings have been initiated (including, but not limited to, bankruptcy proceedings or restructuring proceedings);
3.1.2. has the necessary licenses and permits for the delivery / production / provision of the Goods or Services;
3.1.3. there are no court proceedings or other proceedings in progress that could threaten the Seller’s ability to fulfill the Contract properly;
3.1.4. the Goods and/or Services offered to the Buyer by the Seller have all the certificates, approvals, registrations, labeling and other rights necessary for marketing in the European Union and they are safe;
3.2. If the circumstances related to the Seller change and any of the Seller’s confirmations given in the previous point 3.1 are no longer valid as of the time of execution of the Contract, the Seller undertakes to inform the Buyer immediately. In such a case, the Buyer has the right to require the Seller to provide a sufficient guarantee to ensure the fulfillment of the Seller’s obligations under the Contract.
3.3. During the validity of the Contract, the Seller undertakes to notify the Buyer thirty (30) days in advance of the following:
3.3.1. Change of the Seller’s contact person(s);
3.3.2. A change in the Seller’s name, location or partners/shareholders to a greater extent than 10%;
3.3.3. Change in the range of products offered by the Seller (new products, discontinuation of production, etc.);
3.3.4. Seller’s planned production stoppages;
3.3.5. Any other circumstances that prevent the Seller from fulfilling the Contract;
3.3.6. A corporate event related to the Seller, which may lead to a conflict of interest with the Buyer (acquisition of a competitor of the Buyer, etc.).
3.4. If the Seller experiences a delivery or production obstacle due to an unforeseen circumstance (unforeseen plant stoppage, etc.) that threatens the Seller’s proper execution of the Contract, the Seller shall notify the Buyer immediately, but no later than within three (3) working days.
4. PLACING ORDERS
4.1. A purchase (Order) binding on the Parties is deemed concluded if the Parties have exchanged overlapping statements of intent necessary for ordering the Goods or Services. If the Parties have agreed on the price list of the Goods or Services, then the Order is deemed concluded when the Buyer submits an Order Letter for the Goods or Services included in the Seller’s price list. In other cases, the Order is deemed concluded when the Seller submits a price offer for the Goods or Services to the Buyer and when the Buyer approves it (submits the Order Letter).
4.2. The Seller must complete the Order for Goods or Services under the conditions indicated in the Buyer’s Order Letter. The terms of the Buyer’s Order Letter must be in accordance with the terms of delivery of Goods or Services agreed by the Parties in the Contract, or in the absence of corresponding terms or, in the case of special agreements, with the terms of the Offer submitted by the Seller.
4.3. Upon receipt of the Order Letter, the Seller sends an order confirmation to the Buyer confirming the fulfillment of the Order. If the Seller is unable to fulfill the Order contained in the Buyer’s Order Letter in full or in part, the Seller must notify the Buyer immediately (at the latest during the next working day), specifying the terms of the Order that the Seller cannot fulfill properly able and indicating when proper execution of the Order would be possible (Seller’s rectification proposal).
4.4. In the case mentioned in the previous point, the Buyer has the right to either withdraw from the Order, accept the execution of the Order partially, or accept the execution of the Order under the conditions specified by the Seller in the rectification proposal. In the aforementioned situation, upon receiving a request for partial fulfillment of the Order, the Seller will properly fulfill the part of the Order that the Buyer wishes to receive. The parties acknowledge that the Buyer has no obligation to accept a rectification proposal from the Seller, as the Buyer may be in a delay in delivery to the End Customer of the Buyer and/or the Buyer may be able to order the corresponding service or goods from a third party.
4.5. A situation where the Seller is unable to fulfill the Order properly and the Buyer does not accept the Seller’s rectification proposal is considered a breach of the Seller’s Contract.
5. TERMS OF DELIVERY OF GOODS
5.1. The Seller must deliver the Goods and/or Service within the Delivery Deadline specified in the Order.
5.2. With the approval of the Buyer, the Seller may deliver the Goods and/or perform Services before the agreed Delivery Date.
5.3. In the event of a delay in the execution of the order, the Buyer has all the rights arising from the law, including, but not limited to, the right to demand compensation for the damage caused to the Buyer in connection with the delayed execution. At the same time, the Seller acknowledges that the violation of the Order may lead to the Buyer’s violation of the sales contract in front of the Buyer’s End Client and the use of legal remedies against the Buyer.
5.4. The place of fulfillment of the order is the destination of delivery of the goods specified in the order. Puumarket AS departments receive goods from Monday to Friday between 9:00 and 16:00. If the destination is not indicated in the Order, the place of fulfillment is the Buyer’s Männiku department, located at Väike-Männiku 11, Tallinn, Estonia. If desired, the Buyer has the right to receive the Goods directly from the Seller’s location.
5.5. The transfer of possession of the goods is fixed by the goods delivery document signed by both sides. If the recipient of the Goods is a person other than the Buyer, the Seller will not forward the invoice for the Goods or services to that person or reflect the price of the Goods on the shipping document of the Goods. The Buyer is obliged to inform the Seller of the name of the recipient of the Goods and the data necessary to identify the identity of the recipient when submitting the corresponding Order.
5.6. The goods must be packed by the Buyer in accordance with the terms of the Contract. Regardless of other agreements of the Parties, the Goods must in any case and always be packed in such a way as to prevent any damage to the Goods during its transport and/or loading and unloading of the Goods from the means of transport. The Seller also undertakes to deliver the Goods to the Buyer by means of transport,
which enables unloading with a forklift in the Buyer’s warehouse or at the place indicated by the Buyer. The Buyer has the right to make proposals to the Seller regarding the packaging of the Goods if the Buyer discovers that there is a risk of damage to the Goods in future cases. In accordance with general practice, the Seller undertakes to take back the reusable packaging of the Goods at his own expense if the Buyer wishes.
5.7. If the parties have not agreed otherwise, the Seller undertakes to pack and mark all deliveries of Goods separately in accordance with the Orders submitted by the Buyer.
5.8. Together with the Goods, the Seller undertakes to hand over to the Buyer:
5.8.1. The shipping document of the goods, which must contain a reference to the Order of the Goods and the quantity of the Goods; name of the Goods, manufacturer Product code, delivery address, amount of shipping packaging;
5.8.2. Product use and/or installation instructions and/or storage instructions in Estonian, except if the Seller has forwarded the relevant instructional materials to the Buyer electronically in advance or if they are included in the packaging of the Goods;
5.9. The Seller undertakes to mark the Goods and the packaging of the Goods with markings enabling the identification of the Goods (name of the goods, manufacturer’s product code, batch number, production date and/or shelf life, EAN code) and European Union standards, except if the Parties to the Contract have agreed on other marking requirements. In the case of sea transport of the Goods, the shipping company and ship name and other data enabling the identification of the ship must be indicated on the shipping documents and invoices.
5.10. If the Buyer refuses to sell the Goods delivered by the Seller (removes them from the assortment), the Buyer may demand from the Seller the repurchase of the unsold and non-defective Goods at the price at which the Buyer purchased them from the Seller.
6. QUALITY AND ENVIRONMENTAL REQUIREMENTS
6.1. The Goods and/or Service delivered by the Seller must fully meet all the quality requirements agreed in the Contract and the requirements established for the corresponding Goods or Services in the Republic of Estonia. The delivered Goods and/or Service must have the right to sell in the European Union.
6.2. Unless otherwise agreed by the Parties, the quality requirements of ISO 9001 apply to the quality of the Goods and Services, and the Goods and Services must comply primarily with the technical specification, declaration of conformity, certificate issued by the manufacturer and safety data sheet. The Seller is obliged to comply with all relevant directives and regulations of the European Union relating to the CE marking of the goods and, in cases where European Union legislation is not applicable, with all other relevant national and international provisions in force.
6.3. If the Parties have agreed on the sale of Goods produced by a specific manufacturer to the Buyer, the Seller may deliver another manufacturer’s product based on the Contract only by agreement with the Buyer.
6.4. If, in addition to the Contract documents, the Buyer has also accepted a sample of the Goods, its characteristics (i.e. function, recipe, appearance, properties, materials, production methods and place of production, etc.) cannot be changed without the written consent of the Buyer. In doing so, the Parties take into account that the Seller is a specialist in the relevant field when manufacturing the Goods and providing the Service, and the Seller is obliged to immediately inform the Buyer and propose necessary changes to the characteristics of the Goods or Services, if this is necessary in order for the Goods or Services to meet all the required conditions. The acceptance of the sample by the Buyer does not affect the liability of the Seller for the conformity of the Goods with the terms and conditions of the Contract (incl. warranty liability). The Seller has no right to hand over to the Buyer, as performance of the Contract, Goods manufactured by a third party in place of the Seller (so-called substitute goods) or manufactured in another Seller’s factory or other place of manufacture, without the Buyer’s explicit consent expressed at least in a format which can be reproduced in writing, if the Buyer accepts a sample of the goods.
6.5. Goods and Goods production must meet all environmental and other requirements applicable in the Republic of Estonia and be safe for both people and nature.
6.6. The rules applicable to the Goods above also apply to the Service, to the extent that they are inherently applicable.
7. TRANSFER OF POSSESSION AND OWNERSHIP OF GOODS AND CONSIDERATION OF SERVICE PROVIDED
7.1. Possession of the Goods is transferred to the Buyer in accordance with the provisions of the Contract and/or Order. The Goods must be handed over to the Buyer free of any rights of the Seller or a third party.
7.2. Along with the possession of the Goods, the risk of accidental destruction and damage related to the Goods also passes. Unless otherwise agreed, the Incoterms 2020 delivery clause DAP applies to the Contract. If a delivery clause has been agreed in the Special Terms and Conditions, then the transfer of possession of the Goods and the risk of accidental destruction and damage related to the Goods takes place in accordance with the delivery clause.
7.3. The transfer of ownership of the goods takes place simultaneously with the transfer of possession, unless otherwise agreed. The sale of goods is not subject to reservation of title.
7.4. Acceptance of the Goods and/or Service by the Buyer does not affect the Buyer’s right to rely on the breach of the Contract by the Seller and does not prevent the use of legal remedies.
8. INSPECTION OBLIGATION AND TESTING OF GOODS
8.1. After taking possession of the Goods, the Buyer undertakes to inspect the Goods within a reasonable time, taking into account the quantity of the Goods, the nature of the items and other circumstances. Generally, fourteen (14) days from the time the Buyer takes possession of the Goods is considered reasonable.
8.2. If the Buyer obtains possession of the Goods through a third party (e.g. the Goods are handed over by the Seller to the carrier), then the reasonable time for the inspection obligation starts from the moment the Buyer’s representative is able to inspect the Goods.
8.3. The Parties to the Contract do not expect that the Buyer will be able to identify all defects in the Goods during the inspection of the Goods, in particular hidden defects or such defects, which cannot be identified immediately as a result of a normal reasonable inspection upon receipt of the Goods in the field of trade.
8.4. If product testing is foreseen for the Goods, the Seller shall bear all relevant material costs related to the testing and personnel costs. The Seller informs the Buyer about the readiness for testing at least one week in advance and agrees on the testing date with the Buyer. If the Goods are not delivered on this date, the Buyer’s personnel costs related to testing shall be borne by the Seller. If repeated or additional testing is required due to identified defects, all related material and personnel costs shall be borne by the Seller.
8.5. The rules established above for the Goods also apply to the Service to the extent they are inherently applicable.
9. NOTIFICATION OF DEFECTS
9.1. If visible transport damage appears when the Buyer receives the Goods, the Buyer makes a note to that effect on the Goods’ shipping document.
9.2. The Buyer informs the Seller about other defects within a reasonable time by sending a Complaint to the Seller about the defect in the Goods. In general, five (5) days from the discovery of the defect is considered a reasonable notification period.
9.3. If there are repeated defects in the Goods or if there are defects in several items of Goods delivered within the framework of the fulfillment of one Order, it is sufficient for the Buyer to inform the Seller of the defects at least once within a reasonable time and in such case, the Buyer is not obliged to notify the Seller again of the same or similar defect upon discovery of each subsequent defect. In such a case, the Buyer shall inform the Seller with a summary notice of all defects discovered by that point within a reasonable time from the moment when the Buyer can reasonably expect that such defects will no longer be discovered in the Goods delivered within the framework of the same Contract (e.g. the entire batch of Goods has been inspected). However, such a consolidated notification does not exclude the possibility of notification of defects discovered later.
9.4. After receiving the Complaint, the Seller generally has the right to inspect the Goods with defects and to submit an Objection to the Complaint within a reasonable time. In general, seven (7) days is considered a reasonable time. The Seller does not have the right to inspect the Goods if this is not possible for objective reasons (for example, delaying the delivery of the Goods to the Buyer’s End-Orderer would be economically impractical, etc.). In such case, the Buyer shall document the defects of the Goods in another way (e.g. with photos) and provide the corresponding information to the Seller for inspection at the latter’s request.
9.5. If the Buyer detects defects in the Goods or Services and submits a Complaint to the Seller about it / marks the defect on the Goods delivery document and the Seller does not submit an Objection to the Complaint within the agreed time, then it is considered that the Seller has accepted the corresponding defect and the related responsibility.
9.6. Upon receipt of a Complaint, the Seller has no right to suspend the execution of the Order or otherwise violate the terms of execution of the Order without the corresponding request of the Buyer.
9.7. The rules established above for the Goods also apply to the Service, to the extent they are inherently applicable.
10.PRICE, INVOICING AND PAYMENT
10.1. The Buyer of the Goods undertakes to pay the Seller a fee (Price) for the Goods or Services after the Order has been duly fulfilled. The basis for the payment of the fee is the Seller’s invoice, which refers to the Goods or Service Order, and the Seller’s shipping document, which is the basis for the delivery of the Goods.
10.2. The payment term for the Seller’s Goods or Service invoices is stipulated in the Special Terms and Conditions or another Contract document. In the absence of other agreements, the payment term for the Seller’s Goods or Service invoices is 45 days. Other mutual financial requirements must be met within 14 days.
10.3. Unless otherwise agreed, the Buyer does not pay an advance payment.
10.4. Unless otherwise expressly agreed in the Contract, the Price of the Goods and/or Service includes, among other things, the cost of packaging, transport, transport insurance, customs declarations (if necessary) and unloading of the Goods.
10.5. The fee is deemed to have been paid from the moment the Buyer has made a payment order in the credit institution to his account manager in the corresponding amount.
10.6. The Seller does not send invoices together with the Goods, but separately electronically in an agreed manner. Additional services, additional requirements, etc. must be listed separately on the invoice. If the Seller’s invoices do not meet the requirements stipulated in the Contract or the law, the Buyer may demand that a new, proper invoice be sent, and an invoice that does not meet the requirements is not subject to payment. In the case of deliveries within the European Union, each invoice must include the net weight of the Goods and the VAT number of the Parties.
10.7. If the invoice submitted by the Seller reaches the Buyer later than within four (4) days from the date on which the invoice was drawn up, the Buyer has the right to delay the payment of the invoice by as many days as the invoice submission was delayed. Invoices that reach the buyer within 4 days are due for payment on the deadline indicated on the invoice, provided that the indicated deadline is in accordance with the Contract.
10.8. Payment for the Goods or Service does not deprive the Buyer of the right to rely on a breach of the Contract or a defect in the Goods and/or Service.
10.9. If the Seller’s price list is referred to as the basis of the price of the Goods or Services in the Contract, in the absence of a different agreement, it is assumed that the general price list of the Seller’s Goods and/or Services agreed between the Seller and the Buyer is valid for one (1) year. If the Seller does not notify one (1) month before the end of the validity of the current price list that he wishes to change his price list, the validity of the current price list will be extended by one (1) year. The Buyer’s discounts agreed between the parties are valid for the entire period of validity of the Contract.
10.10. The Seller is obliged to inform the Buyer of his wish to change his price list one (1) month before the current price list expires. The Seller’s new price list shall enter into force with respect to the Buyer upon conclusion of the relevant agreement. If an agreement is not reached, both parties have the right to terminate the Contract with a 45-day notice period, which does not give the Seller a reason not to fulfill the Orders made so far.
10.11. If the Parties have agreed in the Special Conditions on an annual bonus depending on the Buyer’s purchase volumes, the Seller will pay the annual bonus to the Buyer in one installment based on the calendar year no later than in the first month of the following year.
11. INTELLECTUAL PROPERTY
11.1. . If software or other intellectual property rights are part of the Goods or Services, the respective Goods or Services and the related intellectual property rights must be free of restrictions that prevent the Buyer or the Buyer’s End Customer from owning, using or transferring the Goods or Services to any country.
11.2. If protected intellectual property rights are associated with the Goods delivered by the Seller, then it is considered that together with the delivery of the Goods, the Buyer also acquires a license for the normal use of the Goods with indefinite term and without geographical restrictions. The license fee is included in the price of the Goods. The Buyer has the right to transfer the corresponding license to the acquirer of the Goods upon transfer of the Goods. The Seller guarantees that he has all the necessary rights regarding the above.
12. LIABILITY
12.1. The Seller is responsible and undertakes to keep the Buyer free from claims related to the sale of defective Goods or Services delivered by the Seller to the Buyer’s customers.
12.2. The Seller is responsible for ensuring that the type, quantity and quality of the delivered Goods or Services meet the conditions of the Order and the Contract, including that they are suitable for their intended use and comply with the requirements arising from legislation and relevant standards and norms. The Seller guarantees that the Goods are packaged and marked in accordance with the requirements in force in the Republic of Estonia.
12.3. Under the Contract, only property damage is subject to compensation.
12.4. If the Seller violates the Contract, including the terms of delivery of the Goods or Services specified in the Order (time limit, quantity, quality, etc.), the Buyer has the right to use the legal remedies provided for in the Law of Obligations Act, with the following exceptions:
12.4.1. In the event of a defect in the Goods or Service, the Buyer is free to decide, (i) whether he requires the Seller to eliminate the defect in the Goods or Service, or, if this is impossible, to replace the defective Goods, or (ii) accept the defective Goods or Service and reduce the price of the defective Goods or Service accordingly, or (iii) demands compensation for damage if it is not possible or practical to eliminate the defect in the Goods or Service.
12.4.2. The Buyer may withdraw from the Order if (i) the Seller is not able to eliminate the defect in the Goods or Service or to replace the Goods within the additional term determined by the Buyer, or (ii) if due to the nature of the defect or the use of the Goods, the replacement of the Goods is not possible or practical.
12.5. When withdrawing from the order, the Buyer returns the Goods received under the Order to the Seller. If the Buyer has not yet paid for the Goods, the Buyer has no obligation to pay. If the Buyer has paid, the Seller will return the payment. In other respects, the provisions on withdrawal from the contract in the Law of Obligations Act apply to withdrawal from the order. If the Buyer incurs damage due to withdrawing from the Order, the Seller compensates the damage caused to the Buyer.
12.6. Losses arising from the sale of defective Goods or Services to the Buyer, including claims submitted by the Buyer’s End-Customers against the Buyer in connection with the sale of defective Goods or Services, are considered foreseeable losses for the Seller and compensable by the Seller.
12.7. In addition to other legal remedies arising from the law and the Contract, the Buyer has the right to demand from the Seller a contractual penalty agreed in the Special Terms and Conditions in the event of a delay in the delivery of the Goods or Service by the Seller. Unless otherwise agreed, the Buyer has the right to demand a contractual penalty in the event of a delay in the execution of the Order in the amount corresponding to a quarter (0.25%) per day of the total cost of the delayed Goods or Services after the Order for each day of delay. The period when the use of the Goods or the transfer by the Buyer is prevented due to the right of a third party, for which the Seller is responsible to the Buyer, is also considered a delay in the delivery of the Goods or Service. If the daily rate of the penal fine mentioned in this point is less than 50 euros, then the daily rate of the fine sanction is 50 euros. A situation where the Seller is late with the delivery of some part of the Order by the deadline specified in the Order is also considered a delay in the delivery of the Goods or Service.
12.8. The Buyer has the right to demand from the Seller a contractual penalty of 0.25% of the Product Price per day for each day of delay, if the Seller delays processing the warranty claims of the creditor of the warranty relationship or liquidating the warranty deficiency. If the daily rate of the fine mentioned in this point is less than 50 euros, then the daily rate of the fine sanction is 50 euros.
12.9. Payment of a contractual penalty does not preclude the claim for compensation for damage exceeding the amount of the contractual penalty.
12.10. If the Buyer’s representative has to perform activities related to the Seller’s breach of the Contract, which he would not otherwise have to do (participation in inspections, expertises, etc.), the Seller will reimburse the Buyer for the corresponding cost. The compensation amount is determined based on the hourly price of the Buyer’s representative of 50 euros (not including VAT), to which the representative’s transportation, dispatch, etc. costs are added.
12.11. In case of delay in payment for the Goods or Services by the Buyer, the Seller has the right to claim the fine for delay in the rate agreed in the Special Terms and Conditions, in the absence of other agreements, in the rate stipulated in § 113 of the Law of Obligations Act.
13. SALES SUPPORT AND INSTRUCTIONAL MATERIALS
13.1.When delivering Goods or Services to the Buyer’s permanent selection of goods, the Seller provides the Buyer with the use and/or installation instructions and/or storage instructions for the Goods or Services in Estonian or another agreed language in good time (at least two weeks before the first delivery), so that the Buyer can make them available to the Buyer’s End Customers on its website. The instructions must be provided to the Buyer in electronic form in a format that enables data processing (MS Word, Excel, etc.). The product’s and/or Service’s instructions for use, maintenance, installation or storage must also include the product’s or service’s warranty conditions or a reference to the location of the warranty conditions.
13.2. The Seller undertakes to plan joint marketing activities for the presentation of the Goods or Services offered by the Seller, trainings, advertising and promotional events at the Buyer’s location or in the media according to the plan and budget agreed between the Parties.
13.3. The Seller is obliged to provide the Buyer with advertising materials for the Goods and/or Services (catalogues, advertising leaflets, product samples, billboards, etc.) in the amount agreed in the Special Terms and Conditions, with instructional materials necessary for resale in the local language and, at the Buyer’s request, also in English/Russian, and to update the advertising materials within a reasonable time after the occurrence of changes. If the Special Terms and Conditions do not specify more precise conditions for sales support, the Seller undertakes to supply the Buyer with advertising materials in the amount normally used in trade in the relevant field.
13.4. If the Seller does not provide the Buyer with the aforementioned materials, the Buyer has the right to order the corresponding materials at the Seller’s expense.
13.5. At the Buyer’s request, the Seller organizes product introduction trainings and educations for the Buyer’s sales staff (if necessary, also for the Buyer’s End Customers).
14. WARRANTY
14.1. The Seller provides a warranty for the sold Goods and Services. The warranty begins when the Goods or Services are handed over to the Buyer or the Buyer’s End Customer. In the absence of other agreements, the warranty is valid until the end of the twenty-fourth (24) month from the delivery of the Goods or Service to the Buyer’s End Customer. In the warranty relationship, the creditor is considered to be the person who approaches the Seller with a warranty claim, i.e. the Buyer or the person who has purchased Goods or Services delivered by the Seller from the Buyer.
14.2. It is assumed that any defect that appeared in the Goods or Services during the Warranty Period was present at the time of the transfer of the risk of accidental destruction and damage to the Goods or Services, and such Goods are substandard Goods or Services for which the Seller is responsible. During or after the warranty, the Buyer is not prevented from submitting claims related to the delivery of defective Goods or Services against the Seller on other grounds provided for in the Law of Obligations Act.
14.3. Both the Buyer and the Buyer’s End Client can submit a warranty claim related to the Goods or Service to the Seller. The Seller ensures the processing of the warranty claim and the liquidation of the justified warranty claim under the Seller’s warranty conditions, if the corresponding conditions were communicated in advance to the Buyer, or made available to the Buyer’s End Customer by the Seller together with the delivery of the Goods or Service. The Seller’s warranty conditions are considered to be made available to the Buyer’s End Customer if the warranty conditions of the Goods or Services are written on the packaging of the Goods or if they are included in paper form in the packaging of the Goods or if the packaging of the Goods or the instructions included in the packaging contain a reference to the location of the publication of the warranty conditions on the web.
14.4. If a warranty claim related to a defect in the Goods or Service is presented to the Buyer by the Buyer’s End Client, the Buyer has the right to forward the corresponding claim to the Seller for processing. In this case, the creditor in the warranty relationship is the Buyer’s end customer.
14.5. Unless otherwise stated in the Special Conditions or the Seller’s warranty conditions, the Seller undertakes:
14.5.1. upon receipt of a warranty claim, confirm receipt of the warranty claim to the creditor within the next working day at the latest and inform the creditor of the further processing of the warranty claim;
14.5.2. make a decision within one week and inform the creditor about whether, when and in what way the Seller will eliminate the defect that is the subject of the warranty claim;
14.5.3. liquidate the warranty claim or replace the defective Goods or Service within 14 days of receiving the warranty claim at the latest. If, based on the nature of the defect or the purpose of using the Goods, it is not possible to replace the defective Goods or eliminate the defect, the Seller will compensate the creditor for the property damage caused in connection with the lack of warranty;
14.6. The Seller may use a cooperation partner to process and fulfill warranty claims, if the Seller has informed the Buyer beforehand.
15. CONFIDENTIALITY
15.1. The terms of the Contract are confidential (except for the General Terms and Conditions) and disclosure of the Terms of the Contract to third parties without the consent of the other Party is prohibited. The parties have the right to disclose the terms of the Contract to their auditors, accountants and legal advisors, provided that the said persons are subject to the corresponding obligation of confidentiality. The parties have the right to publish the terms of the Contract in court proceedings to protect their rights in a dispute with the other party to the Contract, but in such a case, the party is still obliged to publish only the necessary information and to do everything reasonably possible to protect the interests of the other party in terms of confidential information.
15.2. The Seller undertakes to keep confidential all information that becomes known to him in connection with the Contract or pre-Contract negotiations (including the Buyer’s trade secret), except if it is publicly available or legally known to him in another way, without extending the obligation to maintain confidentiality. The Buyer’s trade secret includes, among other things, the terms of contracts concluded by the Buyer, purchase prices, pricing policy, salary data, suppliers, business plans, decisions of management bodies, etc. The Seller will use the data that has become known to him only for the purpose of fulfilling the Contract. The Seller also keeps confidential the drawings, samples, models, etc. handed over to him by the Buyer. The Seller protects all such data and documents from access by third parties and obliges its personnel working with them to fulfill the same obligation of confidentiality. The provisions concerning confidentiality and data protection remain in force even after the execution of the Contract and the termination of the Contract.
15.3. The Seller is allowed to refer to the Contractual business relationship with the Buyer in informational and advertising materials only with the prior express written consent of the Buyer.
16. LAW AND JURISDICTION APPLICABLE TO CONTRACT
16.1. Estonian law applies to this Contract, except for the United Nations Convention on Contracts for the International Sale of Goods (CISG).
16.2. Disputes arising from the Contract shall be resolved by the Parties through negotiations. If this is not successful, the dispute will be finally settled at the Arbitration Court of the Estonian Chamber of Commerce and Industry in Tallinn based on the rules of this Arbitration Court.
16.3. The composition of the Arbitration Court that resolves the dispute is formed as three (3) members.
16.4. The Parties undertake to select one arbitrator within the term set by the Council of the Arbitration Court of the Estonian Chamber of Commerce and Industry. Each Contracting Party proposes to the arbitrator chosen by them to choose a third arbitrator together with the arbitrator chosen by the other Contracting Party, who will be the chairman of the Arbitration Court in the settlement of the dispute. If the arbitrators selected by the Parties to the Contract have not selected a third arbitrator within the term set by the Arbitration Court Council of the Estonian Chamber of Commerce and Industry, the third arbitrator (chairman) shall be appointed by the Arbitration Court Council of the Estonian Chamber of Commerce and Industry. If the Parties to the Contract do not form the Arbitration Court in accordance with the provisions of this clause and the Arbitration Court Regulations, the Arbitration Court Council of the Estonian Chamber of Commerce and Industry shall form the Arbitration Court.
