1. GENERAL

1.1. These general terms and conditions of sale of goods (hereinafter: Terms and Conditions) serve as a basis for all agreements resulting from the sale of Goods which are sold by the Seller.

1.2. The relationships between the Seller and the Buyer that are related to the sale shall be based on offers, price lists, orders, contracts, credit agreements, terms and conditions of sale, legislation, correspondence between the Seller and the Buyer and good trading practices. The terms and conditions differing from these Terms and Conditions are possible only by the corresponding agreement of the parties which has been executed in writing.

2. QUALITY OF GOODS

2.1 The Seller shall ensure the conformity of Goods with the established quality requirements on the basis of certificates approving the quality indicators of suppliers or the factory.

2.1.1 If the Buyer requests a particular product-specific certificate, the Buyer shall inform the Seller thereof before placing an order, specifying which certificate is required.

2.2 The Buyer shall immediately inspect the purchased Goods and notify the Seller of sub-standard Goods no later than within 14 calendar days after the receipt of the Goods.

2.3 If the Goods prove to be sub-standard then the Seller, at the Buyer’s request, shall replace the Goods within the agreed timeframe. If it is not possible to replace the Goods, the Seller shall buy back the Goods.

2.4 If the Parties do not reach an agreement concerning the quality of Goods, an expert may be called to determine the quality of Goods. The culpable party shall pay the costs of expert analysis.

3. DELIVERY AND RECEIPT OF GOODS

3.1 In order to buy the desired Goods, the Buyer shall place an order with the Seller in a store or over the phone or by email.

3.2 The quantity and range of Goods shall be determined according to the Buyer’s order and shall be recorded in the shipping documents (bill of delivery, invoice-delivery note, invoice). The price of Goods, according to the price group established by the Buyer, shall be indicated on the invoice.

3.3 The delivery of Goods shall take place in the Seller’s store or, by agreement between the Parties, at the location determined by the Buyer.

3.4 Upon transporting the Goods to the location determined by the Buyer, the transportation costs shall be paid according to the Parties’ prior agreement.

3.5 The delivery of Goods from the Seller to the Buyer shall be executed by an invoice, an invoice-delivery note or a bill of delivery.

3.6 The Goods are deemed to be delivered from the moment when the Buyer’s representative has confirmed the invoice/invoice-delivery note/bill of delivery submitted by the Seller’s authorised representative by his/her signature. The risk of accidental loss of or damage to the Goods shall transfer from the Seller to the Buyer from the moment of delivery of the Goods. If the Goods are transported to the Buyer by a carrier, the obligation to deliver the Goods to the Buyer is deemed to be performed when the Goods are handed over to the carrier.

3.7 We sell on credit to the legal persons registered in the Commercial Register of the Republic of Estonia who do not have any payment defaults or tax arrears.

4. SETTLEMENT

4.1 Payment for the Goods shall take place either in cash to the Seller’s cash register or by transfer to the Seller’s bank account.

4.2 The Buyer is required to pay for the Goods which have been delivered to the Buyer on the basis of an invoice according to the agreed terms of payment. “Payment” means the receipt of money on the bank account indicated by the Seller in the invoices.

4.3 If the Buyer does not duly and fully pay for the Goods or exceeds the credit limit (in case a credit limit has been established for the Buyer), the Seller shall have the right to unilaterally change the term of payment into an advance payment.

4.4 If the amounts received by the Seller are not sufficient to fulfill all the obligations of the Buyer, all invoices that are due for payment shall be deemed to have been paid first, in accordance with the order in which they become due, starting from the earliest. After that all overdue charges shall be deemed to have been paid.

4.5 After payment of obligations in accordance with point 4.4. prepayment invoices and the raimaining invoices, of which the due date has not yet arrived, that have been issued to the Buyer shall be deemed deemed to have been paid.

5. RIGHTS AND OBLIGATIONS

5.1 If the Buyer does not duly pay for the Goods (as agreed), the Seller has the right to claim overdue charge 0.1% per day from the outstanding amount.

5.2 Overdue charge shall be calculated from the following day the Payment due date until the date of actual payment (inclusive).

5.3 The Buyer is obligated to pay the overdue charge invoices submitted by the Seller on equal terms with other invoices.

5.4 If the Buyer delays the payment of the selling price, the Seller has the right, irrespective of the Buyer’s consent, to assign the claim to a company providing collection services or submit an application for debt collection to a bailiff. Upon filing the corresponding claim, the Buyer shall compensate, within 10 days, to the Seller as a compensation for damages for all costs incurred by the Seller in order to collect the arrears of payment from the Buyer.

5.5 If the Buyer delays the payment of invoices for more than 30 days, the Seller has the right to forward the information concerning the Buyer’s payment default to AS Krediidiinfo and other cooperation partners.

5.6 The amounts overpaid by the Buyer shall remain as advance payment and shall be settled with future invoices for the Buyer. The statute of limitation for a claim is three years. If the Buyer requests a refund, the Seller has the right to deduct a service fee of 5 (five) euros per refund from the amount returned to the Buyer.

5.7 High quality goods are not exchanged or bought back.

6. MISCELLANEOUS TERMS AND CONDITIONS

6.1 All differences of opinion between the Seller and the Buyer shall be strived to settle by negotiations between the Parties. If the negotiations fail to achieve results, the dispute shall be settled pursuant to the procedure provided for by the legislation of the Republic of Estonia.

7. FORCE MAJEURE

7.1 Non-performance by a Party of an obligation arising from this Contract of Sale is excused if the non-performance by a Party is caused by force majeure. Force majeure are circumstances which are beyond the control and which, at the time the contract was entered into, the Party could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which the Party could not reasonably have been expected to overcome. The Party whose activities upon performance of its contractual obligations have been impeded due to force majeure is obligated to immediately notify the other Party thereof in writing. Non-performance is excused only for the period during which force majeure impeded performance of the obligation.