General Terms and Conditions of Sale and Warranty
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- General Terms and Conditions of Sale and Warranty
1. GENERAL CLAUSES
1.1. Application. These General Terms and Conditions of Sale and Warranty (hereinafter referred to as the General Terms and Conditions) apply to all sale transactions concluded between the Seller and the customer i.e. the Buyer, as well as to the negotiations preceding the transaction and the post-transaction relations, including the sales warranty.
1.2. Differences. Should there be differences between the General Terms and Conditions and the Offer, the Offer will prevail. Should there be differences between the General Terms and Conditions and the Framework Agreement, the Framework Agreement will prevail. Should there be differences between the Offer and the Framework Agreement, the Offer will prevail.
1.3. Besides the General Terms and Conditions and the Agreement, the legal relations of the Parties are regulated by the legislative provisions of the Republic of Estonia and, in case of existence of a separate Framework Agreement, also by that Framework Agreement.
1.4. The General Terms and Conditions are available on the Seller’s website at the address: http://avaeksperdid.ee/en/about-us/general-terms-conditions-sale-warranty/ at the office, at Kalda 9a, Tallinn; or in the stores in Tallinn – Kadaka tee 44 and Pärnu mnt. 139a.
1.5. Where the context so requires, the words in the singular form in the General Terms and Conditions shall mean plural and vice versa. The headings of the clauses of the General Terms and Conditions are only there to facilitate reading, and do not in any way affect the interpretation of the contents of the clauses.
1.6. Each clause of the General Terms and Conditions shall be interpreted together with the other clauses of the General Terms and Conditions, following the meaning and purpose of the General Terms and Conditions.
Seller – Avaeksperdid OÜ; registry code: 11155705; registered office: Kalda 9a, Tallinn. The Seller is also the warrantor.
Buyer – Any natural or legal person, who buys a Product or a Service or would like to get an Offer.
Party or Parties – The Seller and the Buyer separately or together.
Offer – A price quotation (bid) and an invoice together, submitted by the Seller to the Buyer in a format, which can be reproduced in writing (a document called “Offer – Invoice”), regarding the sales and purchase conditions and price of the Product and/or Service, under which the Seller shall oblige to sell, during the period of time of validity of the Offer, the Product and/or Service to the Buyer at the offered conditions and for the offered price. The Offer is valid during the period indicated in it or, in the absence of the corresponding indication, for 30 (thirty) calendar days, starting from the day following the date of presentation of the Offer.
Order – An Offer of the Seller, accepted by the Buyer, or an Order prepared by the Seller and signed by the Buyer (a document called “Order – Invoice”) constitutes the Order of the Buyer to the Seller.
Agreement – The documents of the agreement between the parties consist of the Offer and/or the Order, the current General Terms and Conditions and the Framework Agreement (if it has been concluded separately), and other documents that in their nature accompany the contractual relations of the Parties (for example, the technical documents and information of the Parties, added to the Offer or the Order). The Parties deem that the Agreement shall be concluded from the moment when the Buyer has signed the Order, or when the Seller has received the Customer’s clear acceptance of the Offer in a form that can be reproduced in writing, for example, “The Offer is suitable, I will order it” or the like, from which moment the General Terms and Conditions shall become binding for the Parties without having to be separately signed.
Framework Agreement – A written Sales and Purchase Contract, concluded between the Seller and the Buyer, for the agreement on conditions of cooperation of permanent nature for the sale and purchase of a Product and/or a Service (payment period, credit limit, prices and/or permanent discounts for product groups or products/services, etc.).
Product – A product, separately or together with a Service, offered to the Buyer by the Seller.
Service – Services offered by the Seller to the Buyer, such as advisory services when making choices; design; the transport, installation, maintenance, repair, etc. of a Product.
Period of performance of the Agreement – The period for calculating the due date (in days), or the due date (the date), when the Product and/or Service must be ready to be delivered to the Buyer in the Seller’s warehouse, store (shop), place of installation or at another agreed upon location.
Legal relations – Legal relations, which arise between the Buyer and the Seller.
General Terms and Conditions – The present general terms and conditions of sale and warranty, which may be specified, supplemented or amended in the Framework Agreement or the Offer (see also clause 1.2. “Differences”).
Technical documents and other information – All the drawings, technical documents and other necessary information about the Products, the production, installation, use, maintenance, etc., that one Party has submitted to the other Party prior to the conclusion of the Agreement, or after the conclusion of the Agreement, if that is what it says in the Offer, the Framework Agreement or the General Terms and Conditions. The above-mentioned documents shall be referred to as the annex of the Agreement. In case the Parties have exchanged a number of technical documents, or other information, the document referred to in the Offer or, in the absence of that, in the document that is the most recent chronologically, shall be deemed to be binding.
4. ORDERING A PRODUCT AND/OR A SERVICE
4.1. To order a Product and/or a Service, the Buyer will submit to the Seller a free-form request (query) in writing, by e-mail, or orally, on the basis of which the Seller shall make the Buyer an Offer or shall formalise an Order, which states the name of the Product/Service, a brief product information (dimensions, material, colour, etc.), prices, the Period of performance of the Order, terms of payment, and other important conditions.
4.2. The Buyer shall establish that the products and services contained in the Order meet the Buyer’s wishes. If necessary, the Buyer shall ask from the Seller specific questions or materials regarding the product information or other conditions presented in the Offer or Order, and shall examine the product samples in the Seller’s stores or production facilities. The technical documents, and other important information shall be added to the Offer or the Order and it shall constitute the annex to the Agreement.
4.3. If the Buyer is satisfied that the Product/Service offered by the Seller complies with their wishes and the other proposed conditions are suitable, then the Buyer shall accept the Offer of the Seller or shall sign the Order, which shall be deemed as the conclusion of the Agreement. By conclusion of the Agreement, the Buyer confirms of being in the desired extent aware of the characteristics, completeness and purpose of the Product or the Service, and that the ordered Product or Service is suitable to the Buyer and corresponds to the Buyer’s demands. The Buyer confirms, by concluding the Agreement, that the Seller has answered all the questions of the Buyer and the Parties’ final agreement regarding the Product’s or Service’s characteristics, completeness, composition and other relevant conditions has been stipulated in the Offer, accepted by the Buyer, or in the Order, signed by the Buyer.
4.4. If the Buyer submits to the Seller Technical documents and other information (the layout of the premises, drawings of premises/products, dimensions of the openings/products or other information necessary for the accurate performance) for the production, ordering, installation, etc. of the Products, these shall form annexes to the Agreement, and the Buyer shall be responsible for their correctness. If the Product, produced/supplied or installed on the basis of the Buyer’s Technical documents or other information, does not meet the expectations of the Buyer, or the installation is not possible etc., and the Buyer wants to modify the Product or the installation or the installation is postponed etc., the Buyer shall pay the accompanying expenses to the Seller.
4.5. The Seller will commence performing the Agreement (the Buyer’s Order) after the receipt by the Seller of the advance payment that is noted in the Order (see also the General Terms and Conditions, clause 8), unless otherwise provided for in the Order or the Framework Agreement. If the Buyer does not pay the advance payment on time or within three working days after the expiry of the deadline, the Parties shall consider the Agreement as cancelled by the Buyer, and no longer binding for the Parties. If the Buyer pays the advance payment with a delay, and the Seller still takes the Order into processing, the Agreement shall be deemed to be valid, except for the periods of performance (see clause 6.2.).
5. TRANSPORT AND INSTALLATION
5.1. If the Agreement (Order) prescribes that the transport and/or installation of the Product is provided by the Seller, the Buyer shall oblige to ensure the appropriate conditions for the reception and installation of the Product: unobstructed and safe access of the transport and the Seller’s representatives to the installation site (opening locked gates, retraining domestic animals, removal or covering of loose or fragile objects, etc.); dry/dust-free spaces; the possibility to use electricity/lighting; cables installed in the agreed upon places and manner for a Product that has electricity connection.
5.2. If the conditions stipulated in clause 5.1. are not met, the Seller has the right to refuse the provision of the Service until the corresponding conditions are created. The Buyer is obliged to compensate the Seller the costs of unnecessary transport.
5.3 If the Buyer has not complied with the obligations of clause 5.1. for ensuring the appropriate conditions (including preparatory work), but still wants the Service to be provided at their own risk, the Seller may provide the Service, if it does not pose a risk to people or does not violate the law (the Seller decides it on the basis of the specific circumstances). If the Seller decides to provide the Service, it will take place solely and only at the risk of the Buyer, in respect of which, the Buyer shall waive the right of claim against the Seller in the event of any damage.
6. PERIOD OF PERFORMANCE OF THE AGREEMENT
6.1. The information about the period of performance of the Agreement is noted in the Offer and/or the Order. If a period in days is stipulated as the period for calculating the period of performance, the counting of the period starts from the working day following the date when the advance payment of the Buyer was received by the Seller, or from the day following the date of confirmation of the Order (Agreement without advance payment) by the Buyer. In case after the receipt of the advance payment or the confirmation of the Order, it is necessary to carry out measuring work for the supply or installation of the Product, the period of performance is calculated starting from the working day following the day the measurements were taken.
6.2. The Seller has the right to unilaterally change the period of performance of the Agreement if the Buyer has not conducted payments on time, has not ensured the conditions necessary for the provision of the Service in accordance with the General Terms and Conditions, clause 5.1., or other obligations of the Buyer, resulting from the Agreement or the Framework Agreement, are not fulfilled. The Seller will propose to the Buyer a new period of performance of the Agreement at the earliest possible opportunity, but no later than within 7 days after the Buyer has complied with their obligations.
6.3. If the period of performance of the Agreement, offered by the Seller on the basis of clause 6.2., is not suitable for the Buyer, the Seller shall propose to the Buyer at least 3 (three) new options on different days within 30 days, and the Parties shall agree upon a new period of performance suitable for both Parties within a reasonable time but not later than within 30 days from the original period of performance stipulated in the Agreement. If the Parties do not find a new period of performance of the Agreement, suitable for both Parties, then both Parties have the right to withdraw from the Agreement by notifying the other Party in writing of their withdrawal from the Agreement.
6.4. If the Buyer or the Seller withdraws from the Agreement on the basis of the General Terms and Conditions, clauses 6.2., 6.3. or 9.4. (due to the failure of the Buyer to fulfil their obligations), the Buyer shall oblige to compensate the Seller for all costs incurred due to the withdrawal from the Agreement. The Seller shall calculate the above-mentioned costs on the basis of their accounting data, shall subtract them from the amount paid by the Buyer and shall return the rest of the money to the Buyer as soon as possible, but not later than within 30 days. If the Buyer has not paid the advance payment or the advance payment does not cover the costs of the Seller, the Buyer shall oblige to pay the costs exceeding the advance payment to the Seller on the basis of an invoice within 14 days of the invoice issue date.
6.5. If the Seller realises in the course of the work that the period of performance of the Agreement cannot be met, the Seller shall inform the Buyer immediately and the Parties shall agree upon a new period of performance in a form that can be reproduced in writing (e-mail). If the new period of performance proposed by the Seller exceeds the original period of performance by more than 30 days, the Buyer has the right to withdraw from the Agreement and the Seller is obliged to return the advance payment paid by the Buyer no later than within 14 days, unless the delay is caused by force majeure.
7.1. The prices of the Products/Services are listed in the Seller’s price lists, in the Offer and the Order. If the Parties have entered into a separate Framework Agreement containing price agreements, then the prices shall be calculated according to the Seller’s price list, based on the Framework Agreement. If the Offer and Framework Agreement prices are different, the Offer prices shall be valid. The prices include the cost of the packaging necessary for the transportation of the Product. The price of the Product does not include the transport to the location of the customer or place of installation; these are offered in the Offer and shown in the Order as separate Services. If it is not otherwise stated in the Offer, the default delivery condition included in the price is always the Seller’s warehouse at the address Kalda 9a, Tallinn, or the Seller’s store (shop) if the Parties have so agreed upon.
7.2. The Seller has the right to change prices unilaterally. The changes shall enter into force on the date of the making of the changes or on the date determined by the Seller. The changes of the prices are not retroactive regarding Agreements that have been concluded prior to the change of the prices; such Agreements can be changed only by the agreement of the Parties. Price changes do not change the provisions agreed upon in the Framework Agreement.
8. TERMS OF PAYMENT
8.1. The Seller shall start executing the Agreement (the Buyer’s Order) after the receipt of the advance payment to the Seller’s account, unless agreed upon otherwise (in the Agreement, the Framework Agreement). The amount of the advance payment is stipulated in the Offer and the Order. Generally, the Seller proposes an advance payment in the amount of 50%, and the remaining 50% shall be paid when the Product is delivered, or if the Product has to be installed, 2 working days before the agreed upon day of installation.
8.2. If the Product is delivered to the Buyer in the Seller’s warehouse or store (shop), the Buyer shall oblige to pay the part of the price of the Product/Service that is not yet paid, by card payment or in cash on site or with a bank transfer to the account of the Seller by the time of the delivery. The Parties may have concluded a separate Framework Agreement with a period of payment and credit limit; the Framework Agreement shall prevail, if the Offer does not list a period of payment or credit limit that differs from the Framework Agreement. If the Offer contains terms of payment that are different from the Framework Agreement, then the Offer prevails.
8.3. If it has been agreed upon in the Agreement that the Seller shall provide transport of the Product to the Buyer and/or installation of the Product in a location agreed upon with the Buyer, the Buyer shall oblige to pay the part of the amount of the Agreement not yet paid (a total of 100% of the value of the Agreement) to the Seller no later than 2 working days before the agreed upon day of the installation. If the Buyer’s payment is delayed, the Seller may suspend the performance of the Agreement and the Parties shall agree upon a new period of the performance of the Agreement. The Buyer can, if they so wish, collect the Product before the installation of the Product from the Seller’s warehouse at Kalda 9a, Tallinn, when 100% of the fee for the Product has been received by the Seller, or can agree upon the delivery of the Product and payment of the unpaid portion in the Seller’s store (shop).
8.4. All the sums payable by the Buyer are deemed to have been duly paid to the Seller, if the corresponding amount has been received by the Seller’s bank account or has been paid in the Seller’s office/warehouse or store (shop) on the spot with a payment card or in cash at the Seller’s checkout.
8.5. If the Buyer does not pay for the Product and/or Service in the way agreed upon, or by the deadline agreed upon, the Seller is entitled to demand payment from the Buyer and to suspend performance of the Agreement (see provisions regarding the periods of performance in clause 6.2.).
8.6. In addition to what is stipulated in clause 8.5., the Seller has the right to demand from the Buyer a punitive interest of 0.15% (zero point fifteen percent) of the amount that includes VAT, not paid by the due date, for each day of the delay.
9. DELIVERY OF A PRODUCT AND/OR A SERVICE
9.1. The Seller delivers the Product/Service to the Buyer based on the delivery terms indicated in the Agreement (Order). If the Agreement does not indicate otherwise, the Seller’s office/warehouse or store is always the default term of delivery.
9.2. The Buyer obliges to ensure the presence of the Buyer or their representative at the delivery of the Product/Service, to check the conformity of the Product/Service to the Agreement at the moment of the delivery and to accept the Product/Service. The acceptance is proved by the signature of the Buyer or the Buyer’s representative regarding the acceptance on the Order or on the delivery note.
9.3. If defects or other non-conformities of the Product/Service with the Agreement emerge at acceptance, the Seller shall formalise the Non-conformities Act, which shall be signed by both Parties (see also the General Terms and Conditions, clause 10, “Warranty”). In addition, the representative of the Seller will take photos of the visible non-conformities in the presence of the Buyer and shall add them to the Act later in the office. The Seller shall oblige to resolve the non-conformity in accordance with the legislation.
9.4. If the Buyer has no possibility to check the Product/Service at the moment of delivery, the Buyer obliges to check the Product and inform the Seller of the visible shortcomings at the earliest opportunity, but not later than 7 (seven) days from the delivery of the Product to the Buyer. In the event of consumer sale, the consumer shall notify the Seller of the lack of conformity of the thing to the conditions of the agreement within two months after learning about the non-conformity.
9.5. The Buyer is obliged to collect the Product from the Seller’s warehouse or store (shop) no later than within 7 (seven) working days starting from the day following the date of fulfilment of the Order. If the Buyer has not collected or accepted the Product in 7 (seven) days, the Buyer shall oblige to pay, should the Seller so request, a compensation of 0.1% (zero point one percent) of the price of the Order per day, starting from the eighth day exceeding the deadline, unless otherwise agreed, in order to cover the costs of the storage of the Product.
9.6. If the Buyer has not accepted the Product within the period referred to in clause 9.5., the Seller may offer to the Buyer a further period of up to 30 (thirty) calendar days (this shall not affect the Seller’s right to request the storage fee listed in clause 9.5.). The Seller shall inform the Buyer of granting an additional time limit for the Buyer to accept the Product. If the Buyer does not accept the Product during the additional time limit allocated by the Seller, it shall be deemed as the cancellation of the Order by the Buyer and the Seller has the right to withdraw from the Agreement and to sell the Product to third parties, or dispose of it (throw away) at the expense of the Buyer. In such a case, the Seller shall not return advance payments and other paid sums of money to the Buyer; they shall be considered a contractual fine and shall be kept by the Seller fully to cover the costs. If the corresponding amounts do not cover the costs incurred by the Seller for the execution of the Agreement, the Seller shall submit to the Buyer an invoice for the amount not covered by the fees received from the Buyer (General Terms and Conditions, clause 6.4.).
9.7. If the Seller has not delivered the Product/Service to the Buyer within 30 (thirty) calendar days of the date of the deadline for fulfilling the Order and the Buyer has fulfilled all of their obligations, the Buyer shall have the right to, either:
9.7.1. Demand a punitive interest from the Seller, amounting to 0.15% per day for every day following the 30 days, for the corresponding Product or Service that is delayed, and of their amount (not for the entire Agreement cost), but not more than the amount paid by the Buyer to the Seller for this particular Product or Service, or;
9.7.2. Withdraw from the Agreement, by submitting a corresponding written application to the Seller and demand a refund of the advance payment and other fees paid, which the Seller obliges to return no later than 7 days after the receipt of the claim. If the Seller is late returning the Buyer’s advance payment or other fees, the Seller has the right to demand from the Seller a punitive interest on the delayed sum, in the amount of 0.15% a day of the total amount of the delayed payment.
9.8. The risk of accidental destruction of and damage to the Product is transferred to the Buyer at the moment of the delivery of the Product/Service. If the Product’s installation does not occur on the day of the delivery of the Product, the Buyer is required to ensure that the Product, delivered to the location agreed upon with the Buyer, is preserved undamaged and clean, up to the installation, and the risk of accidental destruction and damage shall be borne by the Buyer.
9.9. If the Product is transported by the Buyer, or a third person authorised by them, the risk of accidental destruction of or damage to the Product shall be transferred to the Buyer from the moment the Product is handed over to the Buyer for transport.
10. SETTLEMENT OF DISPUTES
10.1. The disputes between the Buyer and the Seller shall be resolved in the course of negotiations between the Buyer and the Seller. If the settlement of the dispute by way of negotiations is not a success, the dispute shall be resolved, in the first instance, by the Harju County Court, except if otherwise stipulated in the Framework Agreement.
11. SALES WARRANTY
11.1. The Seller will provide the Product they sold a sales warranty (hereinafter referred to as the Warranty) of a minimum of 12 months. The Seller may also provide to the Product a longer Warranty period, if so indicated in the Seller’s Offer which is part of the Agreement. The Warranty period starts from the day following the date of delivery of the Product to the Buyer. During the Warranty period, the Seller obliges to repair for the Buyer a defective Product or a Product which does not conform to the Agreement in any other manner free-of-charge or, if it fails, or is not possible, then replace it with an equivalent product within 30 (thirty) calendar days starting from the day following the date of receipt of the claim noted in clause 10.4.
11.2. The Warranty extends to: product’s structural design, its finishing, the Seller’s installation work. The Warranty is valid provided that the Product has been used and maintained in accordance with the instructions and the purpose of the Product, and during the installation of the Product, the Product’s installation manual has been followed, if the Product was not installed by the Seller.
11.3. The Warranty does not extend: to the natural wear and tear of the Product; to the physical damage arising from the use of the Product or other causes, including intentional or unintentional damage; to damages caused by unforeseeable circumstances, such as natural phenomena; to a Product that has been handled using unsuitable finishing agents or detergents; to damages caused at the liability of the Buyer by the improper storage of the Product; to a Product that was improperly installed, and to the damages caused by the installation mistakes (if not installed by the Seller).
11.4. To execute the rights arising from the Warranty, the Buyer shall inform the Seller of the defects detected during the Warranty period as soon as possible, but not later than 30 (thirty) days after the moment when the Buyer became aware, or should have become aware, of the deficiency, by submitting to the Seller a written claim, the form of which is available on the Seller’s website at the address: http://avaeksperdid.ee/en/contact/
11.5. In the claim, please indicate the name of the defective Product/Service and the description of the flaw and if possible, include photograph(s), in order to expedite the claims’ settlement process. A document indicating the time of delivery of the Product/Service (Order, invoice, delivery note) has to be added to the claim.
11.6. The same warranty conditions stipulated in clause 10 of this document are valid for repaired or replaced Products as are valid for new Products. After the repair or replacement of the Product, the Warranty period shall not start from zero, but the original Warranty period will remain in force.
11.7. The Warranty offered by the Seller shall not preclude or restrict the Buyer’s statutory rights, the rights resulting from the Agreement or the Framework Agreement. Please send the claims to and contact in Warranty issues the Seller’s store where the Product was purchased, or customer service at the sales office: phone: + 372 677 6027, address Kalda 9a, 11625, Tallinn.