1. Object

1.1 These general sales conditions (hereinafter General Conditions) are an integral part of the order confirmation (hereinafter the Order Confirmation) concluded between the Seller and the Buyer (hereinafter each separately as the Party, and jointly as the Parties), in which the terms and conditions of and the procedure for the sale and delivery of products (hereinafter the Product) by the Seller to the Buyer, and the payment for the Product are agreed. The specifications, quantity, price, possible discounts and terms of delivery of the Products are set out in the Order Confirmation.

2.  Purchase price and payment of purchase price

2.1  The Buyer undertakes to pay the purchase price of the Product (hereinafter the Purchase Price) pursuant to the Order Confirmation and the invoice issued by the Seller. The Buyer bears the responsibility of the payment of the Purchase Price.

2.2 The Seller shall deliver the invoice to the Buyer, upon the delivery of the Product to the Buyer at the latest. In the event of a payment for the Product by way of an advance payment, the Buyer shall make the advance payment in accordance with the Order Confirmation. The Seller shall send the Buyer the respective invoice as on the day of the receipt of the advance payment in the Seller’s bank account. On the Buyer’s respective request, the Seller shall also issue an invoice to the Buyer by e-mail, by sending it to the e-mail address communicated by the Buyer beforehand.

2.3 The Buyer is obligated to inform the Seller of any complaints related to the invoice not later than on the working day following the issuing of the invoice. Later claims submitted by the Buyer will not be considered.

2.4 If the Buyer fails to make an advance payment within the term provided for in the Order Confirmation, all other terms relating to the delivery of the Product to the Buyer shall also be postponed. The Seller shall communicate the new delivery deadlines to the Buyer immediately after the receipt of the advance payment in the Seller’s bank account.

2.5 The obligation for the payment for the Product shall be considered as performed as of the full receipt of the Purchase Price indicated on the invoice in the Seller’s bank account. In the event of any overdue sums, regardless of the description given in the payment order, the default interest and contractual penalties are deemed to be paid first, and thereafter the remaining sums are payable.

3.  Terms and conditions for the transfer of possession and ownership of the Product

3.1  The delivery of the Product shall take place in accordance with the terms of delivery set out in the Order Confirmation. If the Order Confirmation signed by the Buyer is not transmitted to the Seller, or if the Buyer has not agreed with the Order Confirmation in another format that can be reproduced in writing within five (5) working days of its submission to the Buyer by the Seller, all the deadlines pertaining to the delivery of the Product to the Buyer indicated in the Order Confirmation shall also be postponed, by the time of the delay of signing. The Buyer undertakes to accept the Product at the agreed time and destination. The Seller presumes the correctness of the destination (delivery address) given by the Buyer.

3.2 All the user manuals relating to the Product are available on the Seller’s website. The Seller shall deliver the respective documents to the Buyer on paper, provided that this has been agreed separately.

3.3 Upon delivery of the Product, the Parties shall sign a written deed of delivery and a receipt in two copies, by which the Buyer confirms that it has received the Product and the documents specified in Clause 3.2, and has read, understood, and agreed to them. The Parties shall also deem a CMR (Convention on the Contract for the International Carriage of Goods by Road) signed by the Parties as a deed of delivery and receipt of the Product.

3.4 The Buyer has the right to refuse to accept the Product only if the Product does not correspond to the terms and conditions specified in the Order Confirmation signed by the Buyer.

3.5 The risk of accidental destruction and damage of the Product transfers from the Seller to the Buyer upon the delivery of the Product to the Buyer. If the Buyer does not accept the Product at the agreed time and destination, the risk of accidental destruction and damage of the Product shall transfer to the Buyer as of the day of the delay of the acceptance.

3.6 If, according to the Order Confirmation or the terms of delivery, the Buyer is liable for the transportation of the Product, the carrier of the Product shall exercise the Buyer’s rights and fulfil its obligations specified in Clauses 3.1 to 3.5. In such an event, the risk of accidental destruction and damage of the Product is considered as transferred to the Buyer as of the delivery of the Product to the carrier by the Seller.

3.7 The ownership of the Product shall transfer to the Buyer after the full payment of the Purchase Price of the Product and all other charges (incl. contractual penalties, default interest).

3.8 If the Buyer places the Product on any leased premises at a time when the ownership of the Product has not yet transferred to it, the Buyer shall inform the leaser of the Seller’s right of ownership upon placing the Product on the leased premises at the latest, in order to prevent the leaser’s right of pledge in relation to the Product. The Buyer is obligated to fully compensate the Seller for any damage caused by a violation of the specified obligations.

3.9  During the time when the ownership of the Product has not yet transferred to the Buyer, the Buyer may not grant third parties possession or sub-use of the Product in any manner, without the prior written consent of the Seller.

3.10 The right of ownership of the Product drawings and construction solutions belong to the Seller, and the Buyer does not have the right to create new analogous or similar products, or to have such products made on the basis of the Product’s technical solutions, regardless of whether the solutions or a part thereof has been registered as a patent or a utility model or not. Upon a violation of this obligation, the Buyer shall pay the Seller a contractual penalty to the extent of the Purchase Price of the Product for each product made. The Seller has the right to file a contractual penalty claim within four (4) months, as of the date of the Seller becoming aware of a violation described in this clause.
The Buyer shall also undertake to compensate the Seller for the amount of damages in excess of the total penalty (incl. lost profits).

4. Product quality compliance with terms and conditions

4.1  The Product must comply with the requirements of Directive 2006/42/EC of the European Parliament and the Council. The Parties have agreed that Product samples, descriptions or models must be used only for the approximate determination of the quality.

4.2  Upon acceptance of the Product, the Buyer is obligated to immediately inspect the Product, or have it inspected, and to inform the Seller of any defects of the Product in writing within one (1) week at the latest, as of the date of the delivery of the Product to it and, in the event of informing the Seller of a defect, to describe the defect in sufficient detail.

4.3  If the Buyer does not notify the Seller of a defect of the Product which was visible at the time of delivery of the Product, or which the Buyer should have noticed after receiving the Product within the term specified in clause 4.2 of the General Conditions, or if the Buyer fails to describe the defect in sufficient detail, the Buyer may not rely on the Product being deemed as defective, nor submit any claims on the basis of a defect.

4.4  The Buyer undertakes to inform the Seller of defects detected after the delivery of the Product, pursuant to Clause 5.3.

5. Warranty

5.1  The Seller shall provide the Product with a warranty, according to the provisions of the instruction manual of the Product. The warranty period for parts sold or delivered by the Seller is twelve (12) months. The warranty period for used Product sold by the Seller is three (3) months, unless otherwise agreed in the Order Confirmation. The warranty term starts upon the delivery of the Product or the parts to the Buyer, where the time of delivery is the date indicated on the deed of delivery and the receipt or the CMR.

5.2  The warranty covers the elimination by the Seller of any production, material or construction defects detected in the Product or its individual details during the warranty period. The Seller is obligated to replace the defective Product with a new one only if the repairing of the Product or a detail, or the replacing of a detail, is not possible.

5.3 The Buyer shall undertake to inform the Seller in writing of any defects detected during the warranty period within seven (7) calendar days as of becoming aware of the defect, and to describe the defect in sufficient detail.

5.4  The Seller is obligated to carry out an expert assessment to identify the cause(s) of the defect within fourteen (14) working days after the receipt of the notice specified in clause 5.3. In the event of a defect covered by the warranty, the Seller shall eliminate it within twenty (20) working days from carrying out the expert assessment. If the expert determines that the Seller is not responsible for the occurrence of the defect, the Buyer shall bear the costs relating to the examination within fourteen (14) calendar days from the Seller sending the respective invoice to the Buyer, or to the e-mail address given to the Seller by the Buyer.

5.5  The performance of repair work under the warranty shall take place at the delivery address which is specified in the Order Confirmation. Major repairs shall be carried out on the Seller’s territory. The cost of transportation of the Product to the warranty repairs location is borne by the Buyer. The Buyer shall bear the cost of any repairs exceeding the terms and conditions of the warranty repairs and the transportation costs.

5.6  The following defects are not covered by the warranty:

5.6.1  defects arising from the natural wear and tear of the Product or its spare parts;

5.6.2  defects arising from the characteristics or damages of the road cover;

5.6.3  defects arising from the use of the Product in conflict with its technical conditions, security rules and purpose, which are provided in the instruction manual of the Product;

5.6.4  defects arising from disregarding the rules and/or the obligations for the maintenance of the Product, or by using spare parts which are not accepted by the Seller;

5.6.5  defects arising from a traffic accident;

5.6.6  defects which the Buyer has not informed the Seller of in writing within seven (7) calendar days, as of the emergence of the defect, and/or the Buyer has not given the Seller a chance to identify the cause of the defect in accordance with the General Conditions.

5.6.7  expansion of defects, to the extent to which the Buyer could have reasonably prevented such an expansion.

5.7  The Product warranty term shall terminate before the prescribed time as of the time when:

5.7.1 the Product has been independently repaired, without coordinating such a repair with the Seller in writing beforehand;

5.7.2 the construction of the Product has been changed, or additional equipment and/or spare parts have been installed without coordinating such an installation with the Seller in writing in advance.

5.7.3 the product has not been maintained according to the manual.

5.8  If the Seller, in spite of repeated (at least 2 times) written inquiries by the Buyer, fails to perform its warranty obligations arising from the General Conditionsor from the Order Confirmation, the Buyer shall have the right to eliminate the Product’s defect at the Seller’s expense. The Buyer must inform the Seller in writing at least five (5) working days before the replacement or repair of a defective Product, and submit to the Seller a calculation of the presumed reasonable costs.

5.9  The Buyer may withdraw from the transaction and demand the taking back of the Product and return of the Purchase Price only if the defect cannot be eliminated or if the part cannot be replaced, or also when the replacement of the defective Product with a new Product would not produce the results that would allow for the intended use of the Product.

5.10 The warranty of the Product or its replaced part during the validity of the warranty period is valid until the expiry of the overall warranty period of the Product.

6. Parties’ liability for a breach of the Order Confirmation or the General Conditions

6.1  The Parties are liable for a breach of the Order Confirmation or General Conditions on the grounds and pursuant to the procedure provided for in the legislation of the Republic of Estonia and this General Conditions.

6.2  The Seller is not liable for any costs or damage suffered by the Buyer which is caused by a delay in the delivery of the Product by the Seller or the Product’s defects or the eliminating of the Product’s defects, including, but not limited to, any possible claims of third parties against the Buyer.

6.3 In the event of the delay of any payment payable under this General Conditionsor the Order Confirmation, the Seller has the right to charge the Buyer default interest at the rate of zero point two per cent (0.2%) of the overdue sum per day of the delay, until the full payment of the overdue sum.

6.4 If the Buyer does not accept the Product at the prescribed time and/or destination, the Seller has the right to demand that the Buyer pay a contractual penalty at the rate of zero point zero five per cent (0.05%) of the Purchase Price of the Product per day of the delay until the due acceptance of the Product. In addition, the Seller shall be entitled to require the Buyer to pay compensation for the costs related to the repeated delivery or transfer (such as transportation costs).

6.5 If the Seller does not deliver the Product at the prescribed time and/or destination, the Buyer has the right to demand that the Seller pay a contractual penalty at the rate of zero point two per cent (0.2%) per day, in any case not exceeding ten per cent (10%) of the Purchase Price of the Product or the part of the Product not delivered.

6.6 Payment of the contractual penalty does not release the Party from the performance of the obligations provided for in the General Conditions or the Order Confirmation. The contractual penalty may be claimed regardless of the actual damage and whether the breach can be excused. In addition to the contractual penalty, the Seller has the right to demand that the Buyer provide additional compensation for related damages as well.

7.  Term, amendment and termination

7.1  These General Conditions enter into force as of the agreeing of the Parties to the Order Confirmation or the signing of the Order Confirmation, and are in force until the due performance of all obligations arising from it by the Parties.

7.2 The Order Confirmation may be amended and/or supplemented upon the Parties’ agreement, and all amendments and supplements must be made in writing and signed by both Parties.

7.3  The Seller has the right to withdraw from the transaction if the Buyer has not accepted the Product at the agreed time and place and fails to do so within a reasonable additional term determined by the Seller.

7.4 In addition to the grounds set out in Clause 5.9, the Buyer has the right to withdraw from the transaction only if the Seller has not delivered the Product at the agreed time and place and fails to do so within a reasonable additional term agreed between the Parties, which may not be shorter than thirty (30) calendar days.

7.5 If the Seller cancels the transaction due to the Buyer’s breach, or the Buyer withdraws from the transaction on any grounds other than those set out in these General Conditions, the Seller has the right to retain the advance payment of the Purchase price made by the Buyer as a contractual penalty.

8. Notices between Parties

8.1  Notices between the Parties in connection with the Order Confirmation or the General Conditions must be submitted in a format which can be produced in writing (e-mail, fax), except in cases when such notices are merely informative and the sending of the notice to the other Party does not result in any legal consequences, or if the written form of the notice has been prescribed in a specific provision of the General Conditions. An informative notice may also be given by phone. The message sent is deemed received by the other Party on the working day following the dispatch.

9. Final provisions

9.1  For any matters not regulated by the Order Confirmation or the General Conditions, the Parties are guided by the Law of Obligations Act and other legislation in force in the Republic of Estonia.

9.2 Any disputes arising from the Order Confirmation or the General Conditions are subject to resolution by way of negotiations. Failing an agreement, the dispute shall be resolved in Harju County Court.

9.3 With the confirmation of the Order Confirmation, the Parties warrant that they have read the entire text of the General Conditions and fully understand the contents of all of its provisions. The Parties also warrant that no provision of this Order Confirmation or the General Conditions will unreasonably harm either Party, and that the rights and obligations of the Parties are balanced.

9.4 These General Conditions and the Order Confirmation will enter into force after the Parties’ confirmation that they have agreed with the provisions of the Order Confirmation, as well as the provisions of the General Conditions.

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