General conditions of sale and warranty

1. OVERVIEWS

1.1. Application. These General Terms and Conditions of Sale and Warranty (hereinafter General Terms and Conditions) apply to all sales transactions concluded between the Seller and its customer Buyer, as well as to pre-transaction negotiations and post-transaction relations, including the sale guarantee.

1.2. Differences. In the event of differences between the General Conditions and the Offer, the Offer shall prevail. In the event of any discrepancy between the General Conditions and the Framework Agreement, the Framework Agreement shall prevail. In the event of any discrepancy between the Offer and the Framework Agreement, the Offer shall prevail.

1.3. In addition to the General Terms and Conditions and the Agreement, the legal relations of the Parties shall be governed by the laws and regulations of the Republic of Estonia and, in the event of the existence of a separate Framework Agreement, by the Framework Agreement.

1.4. The General Terms and Conditions can be found on the Seller’s website at: https://avaeksperdid.ee/meist/muugi-ja-garantii-uldtingimused/ , in the office at Kalda 9a Tallinn or in the Salons in Tallinn – Kadaka tee 133 and Pärnu mnt. 139a.

1.5. Where the context so requires, words in the singular in the General Conditions will be plural and vice versa. The headings of the clauses of the General Conditions are for ease of reading only and shall in no way affect the interpretation of the content of the clauses.

1.6. Each clause of the General Terms shall be interpreted in conjunction with the other clauses of the General Terms in the light of the spirit and purpose of the General Terms.

2. DEFINITIONS

Seller – Avaeksperdid OÜ, registration code 11155705, location: Kalda 9a. The seller is also a guarantor of the sale.

Buyer – any natural or legal person who buys a Product or Service or who requests an Offer.

Party or Parties – The Seller and the Buyer separately or jointly.

Offer – a written reproducible quotation (offer) and an invoice made by the Seller to the Buyer together (a document called “Offer – Invoice”) for the Product and/or Service and the terms and price of the sale-purchase, on which the Seller undertakes to sell the Product and/or Service to the Buyer on the terms and at the price offered during the validity of the Offer. The Offer shall be valid at the time indicated therein or, in the absence of such indication, for a period of 30 (thirty) calendar days from the day following the day on which the Offer is submitted.

Order – The Buyer’s order to the Seller is the Seller’s Offer accepted by the Buyer or the Order (a document called “Order – Invoice”) prepared by the Seller and signed by the Buyer.

Contract – The documents constituting the contract between the Parties are the Offer and/or the Order, these General Terms and Conditions and the Framework Agreement (if separately entered into) and other documents inherent to the contractual relationship between the Parties (for example, the Parties’ Technical Documents and information attached to the Offer or Order). The Parties shall be deemed to have entered into the Contract as from the moment the Buyer has signed the Order or the Seller has received the Customer’s acceptance of the Offer expressly in writing in a form that can be reproduced, for example “The Offer is suitable, I order”, etc., from which moment the Parties shall also be bound by the General Terms and Conditions, which shall not be signed separately.

Framework Agreement – A written Purchase and Sale Agreement concluded between the Seller and the Buyer for the purpose of agreeing on the terms of cooperation of a permanent nature for the sale and purchase of a Product and/or a Service (payment term, credit limit, prices and/or fixed discounts per product group or product/service, etc.).

Product – A product offered by the Seller to the Buyer separately or together with the Service.

Service – Services provided by the Seller to the Buyer, such as advice on selection, design, layout, transport, installation, maintenance, repair, etc. of the Product.

‘Period for performance of the Contract’ means the period for calculating the time limit (in days) or the time (date) by which the Goods and/or Services must be ready for delivery to the Buyer at the Seller’s warehouse, showroom (shop), installation site or other agreed location.

Legal Relationship – the legal relationship between the Buyer and the Seller.

General Terms and Conditions – these General Terms and Conditions of Sale and Warranty, as they may be specified, supplemented or modified in the Framework Agreement or the Offer (see also section 1.2. “Differences”).

Technical documents and other information – all drawings, technical documents and other necessary information concerning the Products, production, installation, use, maintenance, etc., provided by one Party to the other Party before the conclusion of the Contract or after the conclusion of the Contract if so specified in the Offer, the Framework Contract or the General Conditions. Such documents shall be deemed to be additional to the Contract. In the event that the Parties have exchanged a number of technical documents or other information, the document referred to in the Offer or, in the absence thereof, the chronologically most recent document shall be considered binding.

4. ORDERING A PRODUCT AND/OR SERVICE

4.1. In order to order a Product and/or a Service, the Buyer submits to the Seller a free-form written, e-mail or oral request (inquiry), on the basis of which the Seller makes the Buyer an Offer or draws up an Order, which includes the name of the Product/Service, brief product information (dimensions, material, colour, etc.), prices, the deadline for fulfilling the Order, payment terms and other important conditions.

4.2. The Buyer shall ensure that the products and services included in the Order meet the Buyer’s requirements. If necessary, the Buyer shall ask the Seller for clarifying questions or materials about the product information or other terms and conditions set out in the Offer or Order and shall examine samples of the products in the Seller’s showrooms or production facilities. Technical documentation and other relevant information shall be attached to the Offer or Order and shall form an annex to the Contract.

4.3. If the Buyer is satisfied that the Product/Service offered by the Seller meets his/her requirements and the other terms and conditions offered are suitable, the Buyer accepts the Seller’s Offer or signs the Order, which is deemed to be the conclusion of the Contract. By entering into the Contract, the Buyer confirms that he is aware of the characteristics, completeness and purpose of the Product or Service to the extent requested and that what he has ordered is suitable for him and meets his requirements. By entering into the Contract, the Buyer confirms that the Seller has answered all questions raised by the Buyer and that the final agreement of the Parties on the characteristics, completeness, composition and other essential terms of the Product or Service is fixed in the Offer accepted by the Buyer or in the signed Order.

4.4. If the Buyer submits to the Seller for the production, ordering, installation, etc. of the Products Technical Documents and other information (location plan, drawings of the premises/products, dimensions of the openings/products, etc., necessary for the precise execution of the request), they shall constitute annexes to the Contract, the accuracy of which shall be the responsibility of the Buyer. If the Product produced/delivered or installed on the basis of the Technical Documents or other information provided by the Buyer does not meet the Buyer’s expectations or the installation is not possible, etc., and the Buyer requests a modification of the Product or the installation, or the installation is delayed, etc., the Buyer shall pay the costs incurred by the Seller.

4.5. The Seller shall execute the Contract (the Buyer’s Order) upon receipt by the Seller of the advance payment fixed in the Order (see also clause 8 of the General Conditions), unless otherwise provided in the Order or the Framework Agreement. If the Buyer fails to pay the advance payment on time or within three working days after the expiry of the time limit, the Parties shall be deemed to have terminated the Contract and the Parties shall no longer be bound by it. In the event that the Buyer pays the advance payment late and the Seller nevertheless accepts the Order for performance, the Contract shall nevertheless be deemed to be in force except with regard to the time limits (see clause 6.2).

5. TRANSPORT AND INSTALLATION

5.1. If the Contract (Order) provides for the transport and/or installation of the Product by the Seller, the Buyer undertakes to ensure suitable conditions for the reception and installation of the Product: unhindered and safe access for transport and the Seller’s representatives to the place of installation (opening of locked gates, restraint of pets, removal or covering of loose or fragile objects, etc.); dry/cloud-free premises; possibility to use electricity/lighting; cables are installed in the agreed place and manner;

5.2. In the event of non-compliance with the conditions set out in clause 5.1., the Seller has the right to refuse to provide the Service until such conditions are created. The Buyer is obliged to compensate the Seller for unnecessary transport costs.

5.3 If the Buyer has not fulfilled its obligations under clause 5.1 to provide suitable conditions (including making arrangements), but still wishes to provide the Service at its own risk, the Seller may provide the Service, provided that there is no risk to persons and no breach of law (to be decided by the Seller on the basis of the particular circumstances). In the event that the Seller decides to provide the Service, it shall be solely and exclusively at the risk of the Buyer, in connection with which the Buyer waives any right of claim against the Seller in the event of any damage.

6. DEADLINE FOR PERFORMANCE OF THE CONTRACT

6.1. Information on the time limit for performance of the Contract is included in the Offer and/or the Order. If the period for the calculation of the term is indicated as a period in days, the calculation of the period for the Seller shall start from the working day following the receipt of the advance payment from the Buyer or from the day following the day of confirmation of the Order by the Buyer (Contract without advance payment). In the event that, after receipt of the advance payment or confirmation of the Order, it is necessary to carry out measurements for the delivery or installation of the Product, the period shall start to run from the working day following the day on which the measurements are carried out.

6.2. The Seller has the right to unilaterally modify the term of performance of the Contract if the Buyer has not paid the payments on time, has not provided the conditions necessary for the provision of the Service in accordance with clause 5.1 of the General Terms and Conditions or has not fulfilled other obligations of the Buyer arising from the Contract or the Framework Agreement. The Seller shall offer the Buyer a new term for performance of the Contract as soon as possible, but not later than 7 days after the Buyer has performed its obligations.

6.3. If the new deadline for performance of the Contract proposed by the Seller under clause 6.2 is not suitable for the Buyer, the Seller shall offer the Buyer at least 3 new possible deadlines on different days within a period of 30 days and the Parties shall agree on a new deadline suitable for both Parties within a reasonable period of time, but not later than 30 days from the initial deadline of the Contract. In the event that the Parties do not agree on a mutually convenient new deadline for the performance of the Contract, each Party shall have the right to withdraw from the Contract by giving written notice of withdrawal to the other Party.

6.4. If the Buyer or the Seller withdraws from the Contract on the basis of clauses 6.2, 6.3 or 9.4 of the General Terms and Conditions (as a result of the Buyer’s failure to perform its obligations), the Buyer undertakes to reimburse the Seller for all costs incurred as a result of the withdrawal. The Seller shall calculate these costs on the basis of its accounting records, deduct them from the amount paid by the Buyer and return the remaining money to the Buyer as soon as possible but not later than 30 days. If the Buyer has not paid the advance or if the advance does not cover the Seller’s costs, the Buyer undertakes to pay to the Seller the costs in excess of the advance on the basis of an invoice within 14 days of issue of the invoice.

6.5. If in the course of the work the Seller finds out that it is not possible to meet the deadline for performance of the Contract, the Seller shall immediately inform the Buyer thereof and the Parties shall agree on a new deadline in writing in a reproducible form (e-mail). If the new deadline proposed by the Seller exceeds the original deadline by more than 30 days, the Buyer shall have the right to withdraw from the Contract and the Seller shall be obliged to return the advance paid by the Buyer within 14 days at the latest, unless the delay is caused by force majeure.

7. PRICES

7.1. The prices of the Products/Services are set out in the Seller’s price lists, the Offer and the Order. If the Parties have concluded a separate Framework Agreement with price agreements, the prices shall be calculated on the basis of the Seller’s price list under the Framework Agreement. If the prices of the Offer and the Framework Agreement differ, the Offer prices shall apply. The prices include the cost of the packaging necessary for the transport of the Product. The price of the Product does not include transport to the customer’s location and installation, which are offered in the Offer and shown separately as Services in the Order. Unless otherwise stated in the Offer, the default delivery term included in the price is always at the Seller’s warehouse at Kalda 9a in Tallinn or at the Seller’s showroom (shop) if the Parties have so agreed.

7.2. The seller has the right to change prices unilaterally. The changes shall take effect from the date on which the changes are made or on a date fixed by the Seller. Changes in prices shall not have retroactive effect on Contracts concluded before the change in prices, they can only be changed by agreement of the Parties. Changes to the prices do not alter what has been agreed in the Framework Contract.

8. PAYMENT TERMS

8.1. The Seller shall execute the Contract (Buyer’s Order) upon receipt of the advance payment to the Seller’s account, unless otherwise agreed (in the Contract, Framework Agreement). The amount of the advance payment is set out in the Offer and the Purchase Order. As a general rule, the Seller shall offer payment of 50% of the Advance Payment and the remaining 50% upon delivery of the Product or installation on the Product 2 working days before the agreed installation date.

8.2. If the Product is delivered to the Buyer in the Seller’s warehouse or showroom (shop), the Buyer undertakes to pay the unpaid part of the price of the Product/Service before delivery by payment card or cash on the spot or by bank transfer to the Seller’s account at the time of delivery. The parties may have a separate Framework Agreement with a payment period and a credit limit, in which case the Framework Agreement shall prevail unless the Offer specifies a different payment period or credit limit from the Framework Agreement. If the Offer contains payment terms different from the Framework Agreement, the Offer shall prevail.

8.3. If the Contract provides for the Seller to transport the Product to the Buyer and/or to install the Product at a place agreed with the Buyer, the Buyer undertakes to pay the outstanding part of the Contract amount (in total 100% of the Contract price) to the Seller no later than 2 working days before the agreed installation date. In the event of a delay in payment by the Buyer, the Seller may suspend performance of the Contract and the Parties shall agree on a new date for performance. The Buyer may, if he/she so wishes, come to the Seller’s warehouse at Kalda 9a Tallinn to pick up the Goods himself/herself before the installation of the Goods, or agree to deliver the Goods and pay the unpaid part of the price at the Seller’s showroom (shop), provided that 100% of the price for the Goods has been paid to the Seller.

8.4. All sums payable by the Buyer shall be deemed to have been duly paid to the Seller when the corresponding amount has been credited to the Seller’s current account or has been paid at the Seller’s office/warehouse or on the spot in the Salon (shop) by payment card or in cash to the Seller’s cashier.

8.5. If the Buyer fails to pay for the Product and/or Service in accordance with the agreed procedure or by the agreed deadline, the Seller has the right to demand payment from the Buyer and to suspend performance of the Contract (see clause 6.2 in relation to deadlines).

8.6. In addition to the provisions of Clause 8.5., the Seller shall be entitled to charge the Buyer a late payment penalty of 0.15% (zero point fifteen percent) of the amount of the VAT due for each day of delay.

9. DELIVERY OF THE PRODUCT AND/OR SERVICE

9.1. The Seller delivers the Product/Service to the Buyer on the delivery terms indicated in the Contract (Order). Unless otherwise stated in the Contract, the default delivery term is always the Seller’s office/warehouse or showroom.

9.2. The Buyer undertakes to ensure the presence of the Buyer or the Buyer’s representative at the delivery of the Product/Service, to check the conformity of the Product/Service with the Contract at the moment of delivery and to accept the Product/Service. Acceptance shall be evidenced by the signature of the Buyer or the Buyer’s representative
on the Order acknowledging acceptance or on the delivery note.

9.3. Upon receipt of defects of the Product/Service or other non-conformities with the Contract, the Seller shall draw up a non-conformity report to be signed by both Parties (see also General Terms and Conditions, p. 10 “Warranty”). In addition, the Seller’s representative shall take photographs of the non-conformities visible in the presence of the Buyer and shall subsequently add them to the file at the office. The Seller undertakes to remedy the non-conformity in accordance with the law.

9.4. If the Product/Service cannot be inspected by the Buyer at the moment of delivery, the Buyer undertakes to inspect the Product and to notify the Seller of any visible defects as soon as possible, but not later than 7 (seven) days after delivery of the product to the Buyer. In the case of a sale to the consumer, the consumer must notify the seller of the non-conformity of the goods with the terms of the contract within two months of becoming aware of the non-conformity.

9.5. The Buyer undertakes to remove the Product from the Seller’s warehouse or salon (shop) within 7 (seven) working days at the latest, counting from the day following the day of the Order execution deadline. If the Buyer has not removed or accepted the Goods after 7 (seven) days, the Buyer undertakes to pay, at the Seller’s request, a compensation of 0.1% (zero point one percent) per day of the Order price to cover the costs of storage of the Goods from the eighth day after the due date, unless otherwise agreed
.

9.6. If the Buyer has not taken delivery of the Goods within the time limit referred to in Clause 9.5, the Seller may offer the Buyer an additional time limit of up to 30 (thirty) calendar days (this shall not affect the Seller’s right to charge the deposit fee referred to in Clause 9.5). The Seller shall notify the Buyer of the granting of an additional period for acceptance of the Goods. If the Buyer fails to take delivery of the Goods even within the additional time period granted by the Seller, the Buyer shall be deemed to have abandoned the Order and the Seller shall be entitled to withdraw from the Contract and to dispose of the Goods to third parties or to dispose of (discard) the Goods at the Buyer’s expense. In such a case, the Seller shall not refund to the Buyer the advance payment and other sums paid, which shall be deemed to be a contractual penalty and shall be fully covered by the Seller. If the corresponding amounts do not cover the costs incurred by the Seller in performing the Contract, the Seller shall invoice the Buyer for the amount by which the corresponding costs exceed the fees received from the Buyer (clause 6.4. of the General Conditions).

9.7. If the Seller has not delivered the Goods/Service to the Buyer within 30 (thirty) calendar days from the date of the Order and the Buyer has fulfilled all its obligations, the Buyer shall be entitled to either:

9.7.1. charge the Seller interest on late payment at the rate of 0.15% per day for each day after the expiry of 30 days on the amount of the corresponding late payment for the particular Goods or Services (not the total amount of the Contract), but not more than the amount paid by the Buyer to the Seller for the particular Goods or Services; or;

9.7.2. to withdraw from the contract by submitting a written request to the Seller to this effect and to claim the reimbursement of the advance payment and other fees paid, which the Seller undertakes to reimburse no later than 7 days after receipt of the request. If the Seller is late in returning the Buyer’s advance payment or other charges, the Buyer shall be entitled to claim from the Seller interest on the overdue amount at the rate of 0.15% per day of the total amount overdue.

9.8. The risk of accidental destruction of or damage to the Product shall pass to the Buyer at the moment of delivery of the Product/Service. If the installation of the Product does not take place on the same day as the delivery of the Product, the Buyer shall be obliged to ensure that the Product delivered to the place agreed with the Buyer is undamaged and clean until the installation and the risk of accidental destruction and damage shall be borne by the Buyer.

9.9. If the Goods are transported by the Buyer or by a third party authorised by the Buyer, the risk of accidental destruction of or damage to the Goods shall pass to the Buyer from the moment of delivery of the Goods for transport.

10. DISPUTE SETTLEMENT

10.1. Disputes between Buyer and Seller shall be settled by negotiation between Buyer and Seller. If the settlement of disputes by negotiation is unsuccessful, the dispute shall be settled at first instance in the Harju County Court, unless otherwise provided in the Framework Agreement.

11. SALES GUARANTEE

11.1. The Seller shall provide a minimum 12-month sales warranty (hereinafter referred to as the “Warranty”) for the Product sold. The Seller may also provide a longer Warranty Period for the Product if so stated in the Seller’s Offer which forms part of the Contract. The Warranty Period shall commence on the day following the day of delivery of the Product to the Buyer. During the Warranty Period, the Seller undertakes to repair or, if this fails or is not possible, to replace the defective or otherwise non-conforming Product free of charge to the Buyer with an equivalent Product within thirty (30) calendar days from the day following receipt of the claim referred to in Clause 10.4.

11.2. The warranty extends to: the construction of the product, – the finish, the installation work of the Seller. The warranty is valid on condition that the Product has been used and maintained in accordance with the instructions and for the intended purpose and that the Product has been installed in accordance with the Product installation instructions, unless the Product has been installed by the Seller.

11.3. The guarantee does not apply: natural wear and tear of the Product, physical damage to the Product, whether caused by use or otherwise, including intentional or unintentional breakage, damage caused by unforeseeable circumstances e.g. forces of nature, damage to the Product treated with an inappropriate finish or cleaning agent, damage caused by incorrect storage at the Buyer’s risk, damage caused by incorrect installation of the Product, and damage caused by incorrect installation (if not installed by the Seller).
The so-called “thermo-cracking” of window glazing which can be caused by the additional heat generated by the use of window coverings and many other factors that cannot be foreseen by the window covering vendor (this needs to be taken into account during the design process and, if necessary, the use of tempered glass or not keeping window coverings in front of the window for long periods or continuously in hot weather, etc.).

11.4. In order to exercise the rights under the Warranty, the Buyer shall notify the Seller of defects occurring during the Warranty as soon as possible, but not later than 30 (thirty) days after the Buyer became or should have become aware of the defect, by submitting a written claim to the Seller, the form of which is available on the Seller’s website at: https://avaeksperdid.ee/kontakt/.

11.5. In the complaint, please include the name of the defective Product/Service and a description of the defect and, if possible, a photo(s) in order to expedite the complaint resolution process. The complaint must be accompanied by a document showing the time of delivery of the Product/Service (Order, invoice, delivery note).

11.6. Repaired or replaced Goods shall be subject to the same warranty terms set forth in this Section 10 as new Goods. After the Product has been repaired or replaced, the Warranty Period will not start over but will remain the original Warranty Period.

11.7. The Warranty provided by Seller does not exclude or limit Buyer’s rights under law, the Contract or the Framework Agreement. In case of complaints and warranty issues, please contact the Seller’s Salon where the product was purchased or the customer service of the sales office at tagasiside@avaeksperdid.ee , phone +372 677 6027, address.