VITALIGHT PROJEKT OÜ GENERAL TERMS OF THE Sales Contract
These VITALIGHT PROJEKT OÜ Sales Contract terms (hereinafter Terms) are valid for all legal persons (hereinafter Buyer) in civil legal relationship with VITALIGHT PROJEKT OÜ (hereinafter Supplier), together referred to as parties, who buy items (hereinafter Items) on terms fixed in the Contract). The Items must conform to valid quality requirements, standards and operational conditions.
Relationship between the Buyer and VITALIGHT PROJEKT OÜ related to deliveries are based on the Sales Contract, these general terms of the Sales Contract, other agreements between the parties, laws and other legislative acts that do not contradict with Estonian legislation, primarily from the good faith principle and these terms. General terms form and integral part of the Sales Contract entered into between the Buyer and VITALIGHT PROJEKT OÜ.
1. The Supplier shall deliver the products fixed in the price list or custom-made products (hereinafter Item/Items) to the Buyer with the price fixed in the offer, Sales Contract or the price list.
2. An order approved by the Supplier forms the basis for receiving the Items by the Buyer. The Supplier undertakes to send the order confirmation to the Buyer in writing or in a form which can be reproduced in writing (on paper by mail, via fax or in an electronic format) to the address indicated in the order. The Supplier fixes the names, quantities, prices and delivery times of the Items on the order confirmation.
3. Only the persons authorized by the Buyer can place the orders. The list of persons authorized by the Buyer is specified in the Annex of the Sales Contract. The Buyer undertakes to inform the Supplier immediately about changing the authorised persons.
4. The Items are delivered according to the delivery terms of the Sales Contract and the items are transferred in a manner agreed upon during the sales process. Buyer’s representative verifies reception of Items with his or her signature.
The place of delivery of Items and shipping costs paid by the Buyer are specified upon placing an order.
The risk of accidental loss and damage is generally transferred from the Supplier to the Buyer at handing over the Items. The risk of accidental loss and damage is transferred to the Buyer also when it does not accept the ordered Items from the Supplier.
If the Supplier uses the carrier services for delivery of Items to the Buyer’s location, the obligation of delivery of Items to the Buyer is deemed as completed upon delivery to the carrier.
COMPLIANCE AND TRANSFER OF ITEMS AND CLAIMS
5. The Items must comply with the conditions fixed by the manufacturer, must be packaged and/or stored on pallets, and, if necessary, fixed with film. The Items must meet the requirements of a certain type of Items that are established for the Items and/or be in compliance with the certificate of conformity or the certificate. The Buyer has the right to refuse from reception of items that do not conform to the agreements and/or the generally accepted quality requirements and operational conditions.
5.1. The Buyer shall check the conformity in quantity and quality of the consignment delivered by the Supplier/transporter at reception of the Items. The Buyer is obliged to check the completeness of Items at reception to be sure that it includes the ordered Items. Discrepancies in the accompanying documents and/or coordinated order in respect of conformance and/or quality in nomenclature, quantity, packaging of the Items observed at reception of the Items are fixed during the delivery-receipt in the report prepared by the representatives of the Supplier/shipping company and Buyer that is attached to the proving signed accompanying documents. A remark about compilation of the report is added to the accompanying documents.
5.2. Checking the quantity and/or quality of Items inside the packaging takes places at opening the consignment. If there are any inaccuracies or substandard issues concerning the quantity and quality of the Items inside the packaging, the Buyer is obliged to stop the sales and inform the Supplier orally as well as additionally in writing (by registered mail, e-mail) within 48 (forty eight) hours, and call for the Supplier’s representative.
The Supplier is obliged notify the decision about arrival of the representative orally as well as confirm it in writing in an above-agreed manner 48 (forty eight) hours after receiving the notification or give consent to unpack the Items and formalize the report orally or confirm this in writing in the above-agreed manner.
The report must be submitted to the Supplier latest within 5 (five) days from detecting the poor quality or quantitative deficiency.
If the parties fail to reach an agreement concerning the substandard Items inside the packaging, an expert or impartial representatives accepted by the parties are involved in the examination of Items and preparation of the report no later than within five days from submitting the notice about detection of substandard quality or shortage notification.
6. The Buyer is obliged to:
6.1. Pay for the Items on deadlines fixed in the Sales Contract; When the Buyer delays with payment for the Items, the Buyer pays an interest of 0.05% per day, but not more than 18% from the outstanding amount a year, if the Supplier submits a respective claim.
6.2. Notify the Supplier of all claims received about the Items.
6.3. Inform the Supplier about the changes made in the course of the work process, vacation periods and the restructuring of the private limited company, which could affect performance of the procedures agreed in the Sales Contract. If possible, the Supplier considers the changes in the Buyer’s activities.
7. The Supplier is obliged to:
7.1. Replace the defective goods at its own expense in case of a justified claim;
7.2. Adhere to the prices established in the offer, catalogs, price list or agreed in the Sales Contract at signing the Sales Contract.
7.3. Compensate all the deficiencies appearing in quantity, quality, assortment, etc. to the Buyer from the date of fixing the specified deficiency in the report indicated in clause 5.1. or 5.2. by replacing the defective or missing Item with the new item at its own expense if the Item is replaceable and present in the Supplier’s warehouse. If it is the custom-made item or the item must be ordered from the manufacturer separately, the Supplier informs the Buyer about it within 10 calendar days from the due term of replacing the Items. If it is not possible to replace the items or sell the Items, the Supplier will compensate the damage financially. The pre-requisite for returning the Items by the Buyer is a prior relevant consent of the Supplier.
7.4. Inform the Buyer about the changes made in the course of the work process, vacation periods and the restructuring of the company, which could affect performance of the procedures agreed in the Sales Contract. If possible, the Buyer considers the changes in the Supplier’s activities.
CONFIDENTIALITY AND CONSEQUENCES OF BREACH OF CONTRACT
8. The Supplier and the Buyer shall not disclose or transfer the know-how or business secrets which have become known to them due to cooperation to the third parties. In case of Buyer’s failure to comply with the obligation to pay on time, the Supplier shall be entitled to assign the claim against the Buyer to the third party. The Buyer is obliged to compensate the collection and court expenses related to failure to perform the payment obligation to the Supplier.
9. Ownership of the items is transferred from the Supplier to the Buyer after full payment of the purchase price and reception by the Supplier. The parties may agree in the Sales Contract as opposed to what is provided for in this section.
10. Upon initiating the liquidation or bankruptcy proceeding towards the Buyer, the latter is obliged to return to the Supplier not fully paid Items in its possession.
11. The warranty period starts at delivery of Items to the Buyer and ends after 5 (five) years for the products of Vitalight Projekt OÜ. Warranty is applied for the Items that are stored and installed according to the valid rules and requirements. The warranty does not apply when it comes to natural wear and tear of the items or in connection with non-compliant storage, maintenance or relocation. Returned Items must be correct and complete and in the original package.
12. Regarding the warranty liability, the Buyer must submit the following documents with the defective Items:
- The existence of a Sales Contract and documents verifying transfer of possession of the Items;
- Documents verifying ownership;
The pre-requisite for returning the Items is always a prior relevant consent of the Supplier.
SCOPE OF LIABILITY
13. The Parties are responsible for breach of contractual obligations if this was caused wrongfully. The parties are responsible for failure to perform obligations towards each other only to the extent of direct damage.
DISPUTE SOLVING, CONTRACT CANCELLATION AND FORCE MAJEURE
14. Disputes arising from the Sales Contract are resolved by negotiations. In case of failure to agree, the interested party has the right to address the court or the arbitration court for resolution of the dispute.
15. Parties to the Sales Contract have the right for contractual termination. A party cancels the contract with the cancellation statement to the other party with a two months’ written notice. Financial obligations and warranty claims arising from the Sales Contract that have occurred until entry into force of the cancellation, must be completed.
16. If the Parties fail to comply with contractual obligations and the negotiations do not produce the desired results, the parties have the right to extraordinary cancellation of the contract with a 10 days’ prior notice, whereas all obligations and orders of the Sales Contract before the cancellation must be undeniably fulfilled by the parties.
ENTRY INTO FORCE, AMENDMENT AND CLOSING PROVISIONS OF THE CONTRACT
17. The Sales Contract takes effect at the moment of signing. When the general terms change, the Supplier is obliged to inform the Buyer about the amendments of the General terms, if necessary, specify the Sales Contract terms and draw up a new Sales Contract or a corresponding annex to the Sales Contract. Specified terms and amendments are mandatory annexes of the contract.
18. All amendments and supplements of the Sales Contract shall be formalised in writing and signed by the persons of the parties with authorisations.
19. Amendments, price lists, orders, order confirmations, reports, records, additional agreements and invoice-consignment note, concluded amendments are the supplementary annexes of the Sales Contract. List of Buyer’s authorized persons who are entitled to place orders for the Supplier. Buyer’s and Supplier’s contact persons who are responsible for solving problems arising from the Sales Contract are fixed on the first page of the Sales Contract, in sub-clause Contact persons.
Representatives of the Buyer and Supplier provide documents upon concluding the Sales Contract on request of the other party that verify authorisation’s of the representative and the identity document of the representative. The provided ID document and document certifying the authorisation are mandatory annexes of the Sales Contract.