This present Contract-offer is an offer from Varvikas Grupp OU
company (registry code 14760743), hereinafter referred to as "the Seller"
, represented by the Board Member Aleksandr Tikhanovskii, acting based the Charter, addressed to all legal entities and individual entrepreneurs, hereinafter referred to as "the Buyer",
who intend to conclude with the Seller a contract for the delivery of Goods, under the conditions specified below
1. THE DEFINITIONS
1.1. The terms of this Contract (Offer) shall govern the relationship between the Seller and the Buyer and shall implement the following definitions:
1.1.1. Offer - this document (Contract) is posted on the Internet at_______________ (hereinafter referred to as the Seller’s website). According to the Treaty, the words «Offer» and «Contract» are equivalent.
1.1.2. Acceptance - full and unconditional acceptance of the Offer by taking the actions specified in article 3.1. of the Contract.
1.1.3. The Seller is Varvikas Grupp OU (registry code 14760743), a legal entity under Estonian law, which placed the present Offer.
1.1.4. The Buyer is a legal entity (or individual entrepreneur) that has concluded the contract by acceptance of the present Offer under the terms and conditions stated hereunder.
2.SUBJECT OF THE CONTRACT.
2.1. In accordance with the Contract, the Seller undertakes to transfer to the Buyer`s property, and the Buyer undertakes to accept and pay for the Goods (hereinafter referred to as "the Goods") in the quantity and assortment according to the Buyer’s Orders.
2.2. The range of the Goods and the price at which the Seller undertakes to deliver the Goods to the Buyer under this Contract are indicated in the Seller’s price list.
2.3. The quantity and price of the Goods to be delivered shall be stated in an invoice.
2.4. The property right of the Goods passes to the Buyer at the time of the Goods' transfer to the Buyer.
2.5. The risk of accidental destruction of the Goods is borne by the owner of the Goods under the applicable European Union (EU) law.
2.6. In case of delivery of incomplete Goods or Goods of an inappropriate assortment, the buyer is entitled to waive both incomplete Goods and Goods which do not meet the conditions of assortment, as well as all the Goods transferred simultaneously. Such waiver shall not be deemed to constitute a waiver of performance of an obligation and shall not result in termination of the Contract.
2.7. If the Buyer has not waived the Goods that do not match to the Assortment clause and the delivery of such item of the Goods under the Contract is to be executed in the following delivery periods, the Goods shall be set off against the Goods subject for delivery of these periods.
2.8. The Goods are purchased by the Buyer for subsequent sale.
2.9. The seller guarantees:
- full compliance with the proper conditions of storage of the Goods before its transfer to the Buyer;
- full compliance with regulations on materials and products imported into the European Union;
- full proper performance of production quality and safety control, compliance with the requirements of regulatory and technical documents for the conditions of manufacture and turnover of the Goods;
- mandatory EU import certificates
3. CONCLUSION OF THE CONTRACT.
3.1. A Contract shall be deemed to have been concluded at the time of payment by the Buyer of an invoice(s) in the order stipulated in the present Contract.
3.2. By acceptance of the Contract in the manner specified in paragraph 3.1. of the Contract, the Buyer confirms and guarantees full awareness, consent and unconditional acceptance of all terms of this Contract.
3.3. The Buyer is fully aware that acceptance of the Contract and payment of the invoice(s) are tantamount to conclusion of the Contract under the terms set out in the Contract.
3.4. The Offer shall take effect from the time of posting on the Internet on the Seller’s website until the Offer is withdrawn.
4. PRICE OF THE GOODS
4.1. Once the Seller received the Buyer’s Order and necessary quantity of the Goods are available in stock, the Seller forms an invoice.
4.2. The price of the Goods quoted in invoices is set in Euro.
4.3. Payment shall be made by the Buyer in euros, by bank remittance to the Seller’s account, unless otherwise agreed by the Parties.
4.4. The Seller may unilaterally increase the price of the Goods by posting price lists quoting current prices on the Seller’s website.
5.1. The Buyer undertakes to pay 100 % advance payment for each ordered amount of the Goods collected to the Buyer`s order.
5.2. The Buyer makes payment of the Goods by funds transfer to the Seller’s current account within 3 (three) bank days of receipt of the invoice.
5.3. The Buyer’s obligation to pay for the Goods is discharged after the funds are credited to the the Seller’s current account.
5.4. The Seller is entitled to request from the Buyer a copy of the bank remittance with the bank’s performance note as a proof of payment for the Goods
6. RIGHTS AND OBLIGATIONS OF THE PARTIES.6.1. The Seller is obliged to:
6.1.1. Within 5 (five) working days after the receipt of the Order for the Delivery of the Goods from the Buyer, notify the Buyer on the availability of the Goods at the Seller’s warehouse and provide the Buyer with invoice for the ordered Goods.
6.1.2. Transfer the Goods to the Buyer in appropriate quality and in the quantity and assortment required by this Contract. 6.2. The Buyer is obliged to:
6.2.1. Pay the price of the Goods on 100% prepayment clause.
6.2.2. To carry out proper quantity, assortment and quality inspection of the Goods, within the time limits established by this Contract.
6.2.3. Perform all necessary actions to ensure acceptance of the Goods.
7. CONDITIONS AND TERMS OF DELIVERY.
7.1. The delivery of the Goods is carried out in lots based on Orders of the Buyer and availability of Goods in the Seller's stock at the Seller’s warehouse.
7.2. The Buyer’s order must contain the name (assortment), the quantity of the Goods, the terms of delivery and the address of delivery of the Goods.
7.3. The Buyer`s Order mentioned in the articles 7.1 - 7.2 of the present Contract shall be executed according to price-list posted on the web site of the Seller and valid as of the date of the Order placement.
7.4. At the Buyer the delivery of the Goods shall be effected by:
7.4.1. Pick-up from the Seller’s warehouse, located at:
Address: Liivalao, 11
ZIP: 11 216
7.4.2. Delivery of the Goods outside Tallinn is carried out by transport companies at the Buyer`s choice and at the Buyer`s (Consignee`s) expense.
7.5. The shipment of the goods shall be executed in the quantity and assortment specified in the consignment notes for the Goods.
7.6. The delivery obligations of the Seller shall be deemed to have been fulfilled as of the moment of transfer of the Goods to the authorized representative of the Buyer.
7.7. The packaging of the Goods shall ensure its safety during transportation provided its reasonably careful handling.
8. ACCEPTANCE OF GOODS.
8.1. The acceptance of the Goods by quantity, assortment and quality shall be executed at the time of the transfer of the goods to the Buyer.
8.2. In the event of non-conformity of the quantity, quality or assortment of the Goods to the Order, the Buyer shall immediately notify the Seller on the actual quantity and assortment of the Goods accepted as well as on non-conforming Goods.
8.2. In case of delivery shortage, the Seller shall reimburse the shortage in subsequent deliveries of the Goods.
8.3. During acceptance, the buyer shall make sure that information on the content, manufacturer, expiry date (if applicable), storage and use conditions, as well as other prescribed information, is available on the Goods and the transport packaging.
8.4. In case the delivery exceeds the quantity specified in the Order, the Buyer shall choose:
-to pay the Goods at the price determined for the Goods in the consignment note not later than 5 (five) bank days from the date of acceptance of the Goods. In case of late payment of the Goods the Buyer shall pay penalty of 0,1% of the amount of the Goods for each calendar day of delay based on a written demand (claim) issued by the Seller.
- assumes custody of the excessive Goods. The Seller is obliged to dispose of the goods within 10 (ten) working days from the date of custody start.
8.5. In case a quality defect is detected, the Buyer shall notify the Seller in writing (by fax or e-mail) within 5 (five) working days after the discovery.
8.6. During the period specified in article 8.5. the Buyer prepares a photo report and a written description of the kind and quantity of the defective Goods and sends it to the Seller by e-mail.
8.7. The seller is obliged to replace the defective Goods with Goods of proper quality provided the claims of the Buyer are grounded. If the required Goods are not available at the Seller`s disposal the Seller shall either replace the defective goods by other type or category of Goods provided the Buyer`s consent or provide a discount to the Buyer.
8.8. The Goods replacement shall be performed with shipment of the next lot of Goods.
9. QUALITY OF THE GOODS.
9.1. The Seller shall guarantee the quality of the Goods and appropriate conditions of its storage before transfer to the Buyer.
9.2. If the Goods are found to have defects in quality during their sale through the retail chain of the Buyer and provided that the defects of the Goods could not be discovered by the Buyer at the time mentioned in article 8.1. of this Contract, the Buyer is obliged to swiftly notify the Seller on the detected defects of the Goods.
9.3. Upon the discovery of defective Goods, representatives of the Buyer and Seller shall compose and sign a Damage report.
9.4. If the Seller challenges a delivery of defective Goods the Parties shall engage an independent expert to identify the production or other nature of the Goods' deficiencies. The expert services shall be paid at the expense of the Buyer, and in case the examination of the Goods proves that the inadequate quality of the Goods occur through fault of the manufacturer of the Goods or the Seller, that is to say, before the delivery of the Goods to the Buyer, the costs of the services of the expert shall be compensated by the Seller.
9.5. The Seller shall be liable for the defects in the Goods provided the Buyer proves that the defects of the Goods occur prior to their delivery to the Buyer or for reasons arising prior to that time. In this case, the Seller undertakes to replace the goods of inadequate quality within 15 (fifteen) working days from the date of the signing of the Damage report or the receipt of a resolution of an independent expert.
10. RESPONSIBILITY OF THE PARTIES.
10.1. Parties shall be liable under applicable EU law for failure or improper performance of obligations under this Contract.
10.2. None of the Parties of the present Contract shall be liable to the other Party for failure to fulfill the obligations arising from circumstances occurring beyond the will and power of the Parties and impossible to be reasonably foreseen or avoided, including a declared or actual war, civil strife, epidemics, blockades, earthquakes, floods, fires and other natural disasters, acts of public authorities and actions of state power representatives.
10.3. An official paper issued by authorized state body shall be deemed to be a sufficient proof of the existence and duration of the force majeure.
10.4. A Party that fails to perform its obligation as a result of the act of force majeure shall immediately notify the other Party of the impediment and its impact on the performance of obligations under the Contract.
10.5. If the Buyer refuses to accept the Goods in violation of p. 8.1. the Contract, the Buyer undertakes to pay to the Seller a penalty of 10 (ten) per cent of the value of such Goods.
11. SETTLEMENT OF DISPUTES.
11.1. All disputes and disagreements between Parties arising during the period of this Contract shall be settled by the Parties through negotiations.
11.2. In the event of disputes and disagreements not being settled by negotiation, the dispute is to be settled in court of Tallinn. Full compliance with the pre-trial claim procedure is mandatory. The time limit for responding to a claim is 10 (ten) working days from the date of its receipt by corresponding Party.
11.3. In everything else not provisioned for in this Contract, the Parties shall be guided by the applicable EU legislation.
12. VALIDITY PERIOD AND AMENDMENT OF AN OFFER
12.1. This Agreement shall enter into force on the date of payment of the invoice(s) by the Buyer and shall remain in force until full performance of the obligations undertaken by the Parties.
12.2. The Seller shall have the right to modify the terms of the Offer or to withdraw the Offer at any time at its discretion.
12.3. All changes to Offers refer to the Orders received after these changes, except where such changes are required by the applicable law.
12.4. Termination of the Offer on any ground shall not relieve the Parties of liability for breaches of the terms of the Offer arising during its validity and performance.
12.5. Documents transmitted by electronic means have the same legal force as their originals.
13. PERSONAL DATA.
13.1. In order to fulfil the terms of the Contract, the Buyer agrees and consents to the processing of personal data in accordance with applicable law, subject to the conditions and directed to proper performance of the Contract. Personal data means personal information which the Buyer provides independently and deliberately for the purpose of acceptance and performance of this Contract.
13.2. The Seller shall guarantee the confidentiality of the Buyer’s personal data and shall provide access to personal data only to those employees who require this information in order to fulfil the terms of the Contract, ensuring that such persons respect the confidentiality of personal data and the security of personal data in their processing.
Address and bank details of the SellerVarvikas Grupp OU
Address: Estonia, Harju maakond, Tallinn, Lasnamäe linnaosa, Katusepapi tn 4/1, 11412
Phone: + 372 610 42 69
e-mail: [email protected]
VAT number: EE102176285
Account with TBB pank
Bank address: VANA-VIRU 7, 15097 TALLINN, ESTONIA
IBAN: EE140000009320065687______________________ Aleksandr Tikhanovskii