GENERAL CONDITIONS FOR THE SALE OF GOODS
1. OBJECT OF THE CONTRACT AND DEFINITIONS
1.1. These General Conditions for the sale of Goods (hereinafter the General Conditions) shall determine the basic conditions for the sale of Goods between the Seller and the Purchaser.
1.2. For the purposes of the General Conditions, the following terms shall have the following meanings:
“Price List” List, which specifies a selection of the range of the goods offered by the Seller and the prices of which the Purchaser shall be guided by upon submitting Orders
“Goods” Products offered by the Seller, the range and the prices of which are specified in the Price List (Annex 1 to the Contract)
“Sales Contract” Part of the Contract, which, inter alia, specifies the details of the Purchaser and the Seller and the Credit Limit
“Term for Payment” Term for paying for the Goods as determined within the Sale Contract.
“Seller” AS Vipex, Registry Code 10170170
“Purchaser” Person specified as the purchaser within the Sale Contract
“Order” Order for goods submitted by the Purchaser to the Seller, which the Purchaser shall forward directly to the sale representative of the Seller by facsimile, e-mail to the address email@example.com or in writing; after the Seller’s confirmation the Order shall determine the variety, volume and the delivery location of the ordered Goods.
“Working Day” Every day of the week from Monday to Friday, except days, which are holidays pursuant to the Public and National Holidays Act.
1.3. The Sales Contract together with these General Conditions, Price List and other Annexes (hereinafter jointly referred to as the Contract) shall determine the rights and obligations of the Seller and the Purchaser in the course of the sale of Goods. The General Conditions effective at any moment of time, published on the Internet website of the Seller, and the Price List are inseparable parts of the Contract, no matter whether the General Conditions and the Price List are directly added to the Sale Contract or not.
1.4. These General Conditions are standard terms and each Order submitted by the Purchaser and confirmed by the Seller shall be considered as an independent sale contract, in respect of which the provisions of the Contract shall be applied. Amendments to the General Conditions, Price List, Term for Payment or Credit Limit shall not apply to these Goods, with regard to which the Seller has confirmed the respective Order of the Purchaser before the amendment has entered into force.
2. ORDER, DELIVERY AND TRANSFER OF GOODS
2.1. Annex 2 to the Contract are specifies the exact addresses of the places of business of the Purchaser, other contact details if necessary and the representatives of the Purchaser in respect of each place of business, who are entitled to submit Orders to the Seller on behalf of the Purchaser for delivery of Goods to the respective place of business and/or who has a right to accept the Goods on behalf of the Purchaser in the respective place of business and to perform any acts in connection with the acceptance of the Goods (including examination of the Goods and notifying the Seller of any non-conformity of Goods). The Purchaser shall immediately notify the Seller in writing of changes in the representatives, by sending to the Seller the amended Annex 2. The persons listed in Annex 2 shall be deemed to be the representatives of the Purchaser and their authorisations to perform the acts specified in this Clause valid until the Purchaser has not notified the Seller of any change in the representatives in the manner described above. If the statements or behaviour of the person acting as a representative of the Purchaser make the Seller reasonably believe that the person acting as a representative has a right (authorisation) to perform the acts specified in this Clause, the aforementioned person shall be deemed to be the representative of the Purchaser and his/her authorisation to perform acts specified in this Clause as valid.
2.2. In case the Purchaser wishes to change the places of business specified in Annex 2 to the Contract, including adding or excluding the places of business or changing their contact details, then the Purchaser shall notify the Seller thereof in writing by sending to the Seller the amended Annex 2. The amendments concerning the places of business shall enter into force as of the respective confirmation from the Seller to the Purchaser.
2.3. Ordering the Goods shall take place by submission of Orders by the Purchaser. The Seller shall deliver the Goods specified in the Order to the Purchaser by the delivery date shown in the confirmation of the Order to the place of business specified in Annex 2 to the Contract, which the Purchaser has indicated upon submission of the respective Order. The Purchaser shall bear the expenses of delivery of the Goods in compliance with the Price List of the Seller if the parties do not agree upon using a delivery method of the Goods other than the one provided above. The Seller shall transfer to the Purchaser, together with the Goods, all accompanying documents that belong to the Goods. The Purchaser shall accept the ordered Goods at the place of business specified in the Order on any Working Day between [9.00 – 17.00]. Upon delay in the acceptance of the Goods or not allowing the transfer of the Goods, the Purchaser shall compensate to the Seller for all the damages caused by such activity, including loss of profit.
2.4. Upon delivery of the Goods to the Purchaser, the representative of the Purchaser shall sign the respective written delivery document composed by the Seller (assembly list, delivery note, invoice-delivery note), by specifying therein among others his/her given name and surname and the date of signature. The Goods shall be deemed to be delivered to the Purchaser pursuant to the Contract and the risk of accidental loss of or damage to the Goods transferred to the Purchaser as of signing the referred delivery document of the Goods by the representative of the Purchaser. The right of ownership of the Goods shall be transferred from the Seller to the Purchaser upon the full payment of the purchase price.
3. EXAMINATION OF GOODS AND DEFECTS
3.1. Upon acceptance of the Goods, the Purchaser shall immediately examine the delivered Goods, including the conformity of its volume to the provisions of the Contract. The Purchaser shall immediately notify the representative of the Seller, who is present at the delivery, of the defects of the Goods and these shall be fixed in the delivery document of the Goods.
3.2. In case the Goods are packaged in a manner that the immediate examination is not possible, the Purchaser shall notify the Seller not later than during the next Working Day after the Purchaser becomes aware or should become aware of the defect, by submitting a sufficiently precise description of the defect. In any case the Purchaser shall notify the Seller of such non-conformity of the Goods not later than within five (5) Working Days as of the transfer of the Goods by the Seller to the Purchaser.
4. LIST OF GOODS, PRICE OF GOODS, PAYMENT OF PRICE, MONETARY OBLIGATIONS
4.1. The Seller shall have at all times a right to add new Goods to the Price List or to exclude some Goods from the Price List.
4.2.The Purchaser shall pay to the Seller for the Goods the price stipulated in the effective Price List.
4.3. The Seller shall have a right to unilaterally amend the prices specified in the Price List at any time. Above all, the Seller shall have a right to unilaterally amend the prices specified in the Price List in the event the legal acts and/or the expenses of acquisition of the Goods for the Seller change, primarily the prices to be paid by the Seller to the manufacturer or other person and/or taxes and/or fees in connection with export or import of Goods and/or other expenses and/or change the expenses related to storage of the Goods and/or the expenses related to delivery of the Goods to the Purchaser. In the event of the aforesaid changes, the Seller shall have a right to amend the prices inasmuch as the expenses that the Seller has to bear to perform the Contract increase due to the aforementioned changes. If possible, the Seller shall notify the Purchaser of the amendments in the Price List within a reasonable period of time before introducing the amendments by specifying the date when the amendments will become effective.
4.4. The Purchaser shall pay to the Seller for the Goods within the Term for Payment by bank transfer or in cash in compliance with the invoice-delivery notes submitted by the Seller. The Purchaser shall also perform all other monetary obligations arising from the Contract, including the expenses for the delivery of Goods. A monetary obligation of the Purchaser arising from the Contract shall be considered to be performed when the Seller has fully received the owed amount of money. In the event the Purchaser is required to pay to the Seller for the Goods on the basis of several different invoices-delivery notes, the payment obligations shall be considered to be performed from the paid amount in the order of falling due thereof. In the event the Purchaser is required to pay expenses and fines for delay to the Seller in addition to the principal monetary obligation, the Buyer is deemed to discharge first the expenses, then the fines for delay due and finally the principal obligation.
4.5. In the event the Purchaser fails to perform a monetary obligation arising from the Contract, including delay in the performance of a monetary obligation, the Seller shall have inter alia the right to:
4.5.1 withhold delivery of the Goods to the Purchaser ordered by the latter until the Purchaser has entirely performed its monetary obligation; the Seller shall have the same right also in case the Purchaser confirms the performance or offers a sufficient collateral to secure the performance; and/or
4.5.2. grant an additional term for the Purchaser to perform the obligation; and/or
4.5.3. demand from the Purchaser a payment of a fine for delay in the amount of 0.5% of the sum not paid by the due date for each delayed calendar day; and/or
4.5.4. lower unilaterally the Credit Limit or terminate granting of credit, by notifying the Purchaser thereof immediately, but not later than within three (3) Working Days as of lowering the Credit limit or terminating the granting of credit.
4.6. In the event the Purchaser fails to perform a monetary obligation arising from the Contract and fails to perform the obligation also during an additional term granted by the Seller, then the Seller shall have the right to:
4.6.1. unilaterally shorten the Term for Payment by notifying the Purchaser thereof not later than one (1) Working Day before the shortening of the Term for Payment will become effective; and/or
4.6.2. demand from the Purchaser an immediate payment of all unpaid invoices issued to the latter or the payment thereof by the term determined by the Seller (despite of the initial term for payment of the invoice); and/or
4.6.3. cancel the Contract immediately without any advance notice by informing the Purchaser thereof with the respective written declaration of cancellation.
4.7. In the event the Purchaser fails to perform a monetary obligation arising from the Contract, the Seller shall have a right, in addition to other rights arising from the Contract or law, to demand compensation of all expenses incurred for collection of the debt.
5. CREDIT LIMIT
5.1. The Seller shall have a right to sell Goods to the Purchaser on credit, by specifying the Credit Limit in the Sales Contract. When determining the Credit Limit, the Seller shall be guided by the turnover potential, supply frequency and Term for Payment of the Purchaser, the Seller’s assessment on the financial risks of the Purchaser and other similar circumstances.
5.2. The Purchaser shall have a right to order Goods from the Seller only if the value of the ordered Goods together with the sum of all unpaid invoices issued by the Seller to the Purchaser (despite of the fact whether or not the due date of the amount has arrived) does not exceed the Credit Limit or equals to the Credit Limit.
5.3. In addition to the grounds stipulated in Clause 4.5.4, the Seller shall have a right to unilaterally lower the Credit Limit or terminate granting of the credit also in case the Purchaser fails to perform any principal obligation arising from the Contract, the turnover potential of the Purchaser has decreased according to the assessment of the Seller or the financial risk of the Purchaser has increased according to the assessment of the Seller. The Seller shall notify the Purchaser of lowering the Credit Limit not later than one (1) Working Day before the lowering of the Credit Limit will become effective.
6. VALIDITY, AMENDMENT AND CANCELLATION OF THE CONTRACT
6.1. The Contract shall enter into force as from the date of the signing thereof by the Parties and shall be concluded for an unspecified term.
6.2. The Contract may be amended only by a written agreement between the Parties unless the Contract grants the Party’s right to unilaterally amend the Contract or to amend the Contract in some other form.
6.3. The Seller shall have a right to unilaterally amend the General Conditions. The Seller shall publish the amended General Conditions on its Internet website, by notifying the Purchaser of the amendment of the General Conditions via its Internet website not later than fourteen (14) calendar days before the amendments will become effective. In the case of disapproval of amending the General Conditions, the Purchaser shall have a right to cancel the Contract before the amendments enter into force, by notifying the Seller thereof with a respective written declaration of cancellation not later than seven (7) calendar days in advance. The right to cancel the Contract shall terminate if the Purchaser does not present a declaration of cancellation before the amendments of the General Conditions enter into force.
6.4. The Party shall have a right to cancel the Contract at any time, without giving reasons for the cancellation, by notifying the other Party thereof with a respective written declaration of cancellation not later than thirty (30) calendar days in advance.
6.5. In the event the Purchaser fails to perform any principal obligation arising from the Contract and fails to perform the obligation also during an additional term granted by the Seller, then the Seller shall have a right to cancel the Contract with a respective written declaration of cancellation without any advance notice. In case a bankruptcy petition is filed with respect to the Purchaser or the property of the latter is seized either partly or entirely, the Seller shall have a right to cancel the Contract by notifying the Purchaser thereof with a respective written declaration of cancellation not later than one (1) Working Day in advance.
6.6. Cancellation of the Contract on any ground arising from law or the Contract shall not influence the payments for the already performed Orders in compliance with the Contract. The rights and obligations arising from the Contract by the date of its cancellation shall remain effective.
7. COMMUNICATION OF NOTICES
7.1. The Party shall present all Contract related notices to the other Party by using either the contact details specified in the Sale Contract or the amended contact details, which have been notified in accordance with Clause 8.3. This shall not be applied in the events, when the Contract foresees the publication of information on the Internet website. The Seller shall present all notices stipulated in the Contract or the notices relating to the Contract to the Purchaser in the above-mentioned manner and Seller shall have no obligations to present the notices stipulated in the Contract or the notices relating to the Contract to the representatives of the Purchaser separately at each place of business. The previous sentence shall not concern the confirmation of Orders.
7.2. If the Contract prescribes a written form for the notice, then the notice can be communicated either by means of registered or ordinary mail, courier, personal delivery, telefax or a non-digitally signed e-mail. In other cases the notice can be communicated either by a non-digitally signed e-mail or telefax. The notices relating to the termination of the Contract cannot be communicated by telefax.
7.3. The Party shall immediately notify the other Party in writing of amendments in the Party’s address or contact details specified in the Sales Contract.
8. OTHER CONDITIONS
8.1. This Contract shall be governed by and construed in accordance with the laws of Estonia, without prejudice to private international law clauses. Any dispute arising from the Contract or relating to the Contract, which cannot be resolved by negotiations between the Parties, shall be resolved by the Harju County Court in accordance with the domestic laws of the Republic of Estonia.
8.2. Neither Party shall disclose the content of the Contract to third persons in the case it is not stipulated in the Contract, unless prior written consent has been obtained from the other Party, and also disclose the non-public information concerning the other Party, which has become evident in the course of performance of the Contract. Disclosure of information by the Party for the purpose of fulfilling the mandatory requirements arising from law shall not be deemed to be a breach of the aforementioned obligation. The Party shall ensure that the obligation stipulated in this clause will also be performed by its employees, representatives, advisers and other persons whom the Party uses in its economic activity or for performance of the obligations arising from the Contract.
8.3. The rights and legal remedies of the Seller, as stipulated in the Contract, are not exhaustive and do not exclude using other rights and legal remedies arising from law. In the event of breach of obligations the Seller shall be entitled to use either separately or jointly all legal remedies arising from the Contract that can be used simultaneously.
8.4. If the Party is entitled to demand from the other Party the payment of a fine for delay in the cases provided for in the Contract, then this Party shall be entitled to give a notice to the other Party that it demands the payment of fine for delay within three (3) months as of the date when the entitled Party became aware that the right to demand fine for delay arose. The Party obliged to pay the fine for delay, compensate for damages or expenses, shall pay the fine for delay and compensate damages or expenses due pursuant to the Contract, within fourteen (14) calendar days as of the receipt of the respective request from the entitled Party.