Sales terms and conditions

INTRODUCTION

General terms and conditions is a document, which establishes the basis and rules of the relationship between AS Standard and a Buyer and general conditions for the transactions between AS Standard and a Buyer.

DEFINITIONS

Pricelist means a document that lists all the prices of standard products and services and which is authorised by the Seller.

Price quotation means a written offer submitted by the Seller to the Buyer about the sale and purchase conditions of a Product and/or Service, which the Seller undertakes to sell to the Buyer during the validity time of the quotation of the Product and/or Service.

Contract means a written agreement between the Seller and the Buyer to sell and purchase a Product and/or Service.

Seller means Aktsiaselts Standard.

Buyer means each physical or legal person, who buys or expresses her/his intention to buy Products or Services offered by the Seller.

Parties are the Seller and the Buyer named together.

Service means a service, which the Seller offers to the Buyer, if the Buyer has asked for it and which is making a room planning, an inner decoration design, transporting of a sold Product and/or mounting it in the location agreed upon with the Buyer.

Order means a price quotation signed by the Buyer and the Seller (also bearing signatures that have been exchanged by fax machine), which the Seller starts to fulfil and which is deemed to be a sales and purchase agreement between the Buyer and the Seller of a certain Product and/or Service.

Time of the order completion means the term, when the Product and/or Service offered has to be ready to be delivered to the Buyer.

Product means furniture that the Seller sells to the Buyer.

Legal relations mean such legal relations that arise between the Buyer and the Seller, if the Buyer buys Products of the Seller or uses the Seller’s Services.

General conditions are these general sales conditions.

1. GENERAL PROVISIONS

1.1. These general conditions apply to all Legal relations.

1.2. In addition to these General conditions the Legal relations are regulated by the legislative acts of the Republic of Estonia, and in case there are also an Order and a Contract, the Contract.

1.3. General conditions are made available at the Seller’s furniture showroom at Pärnu Road 139C in Tallinn, or on the Seller’s homepage on Internet.

1.4. If the General conditions contradict an Order, the provisions of the Order shall apply. If the General conditions or an Order contradicts a Contract, the provisions of the Contract shall apply.

1.5. If the context requires so, the words in singular in the General conditions are deemed to be in plural and the other way round. The headings of the clauses of the General conditions are to facilitate reading and have no effect on the content of the clauses.

1.6. Each clause of the General conditions will be interpreted together with the other clauses of the General conditions, taking into account the meaning and objective of the General conditions.

2. STANDARD AND CUSTOM PROJECT PRODUCTS

2.1. Standard product is a Product the price of which is listed in the Pricelist and/or in the products` catalogue of the Seller.

2.2. A Custom project product is a Product that differs from a Standard product or which is made according to the drawings or models of the Buyer, or which is made with a finish that differs from the finish used on a Standard product or what has different measurements. Standard products are deemed Custom project products, if they are not listed in the Pricelist, although they may be found in the products` catalogue.

2.3. When the Seller has made a Custom project product for the Buyer by the order of the Buyer and in accordance with the drawings, measurements, models or other instructions of the Buyer (hereinafter Instructions), and if by this Custom project product that was made in accordance with these Instructions or by the use of these Instructions have been violated the rights of intellectual property of third persons, the Buyer is required to compensate all damages to the Seller that may arise out of such violation of the rights of third persons to the Seller.

3. PRICE QUOTATION

3.1. Price quotation shall be valid during its validity period. In case there is no mention of a validity period in the Price quotation, the Price quotation shall be valid for 30 (thirty) calendar days from the moment the Seller has submitted the Price quotation to the Buyer.

4. ORDERING A PRODUCT AND/OR SERVICE

4.1. In order to buy a Product and/or Service, the Buyer will submit a request (enquiry) to the Seller. The Seller will submit a Price quotation concerning the Product and/or Service mentioned in the request to the Buyer, where in addition to the price of the Product and/or Service is shown the time of completion and other relevant conditions.

4.2. If the Parties have agreed on the Price quotation regarding the relevant conditions referred to in subclause 4.1., the Parties shall sign the Price quotation. The Price quotations shall be signed by a person authorised by the Buyer and this person shall present documentation to the Seller proving the authorisation (a letter of authorisation or other document proving the authorisation, including registry data printout). The Price quotation that is signed by both Parties shall be considered to be an agreement of sale and purchase of a Product/Service or an Order, which may also have been concluded by exchanging signed documents by fax machine. In the Order, the Buyer shall appoint a person, who is authorised to receive the Product and/or Service.

4.3. If a position plan for the products to be mounted, the scale of the rooms or other documentation that is needed to fulfil the request correctly accompanies the price quotation or the Buyer’s written request, these documents are deemed to be inseparable part of the Order. The Buyer shall be responsible for the correctness of these documents.

4.4. If a separate written sale and purchase contract (hereinafter Contract), where additional conditions will be included, shall be concluded for the sale and purchase of the Product/Service, the Buyer and the Seller will follow the conditions set in the Contract when the Products and/or Services are sold and purchased.

5. TIME FOR ORDER COMPLETION

5.1. Time for order completion is set in the Order as provided for in subclause 4.1. of the General conditions.

5.2. If the Buyer has not provided conditions for fulfilling the Order as set in subclause 8.7. of the General conditions or has not fulfilled other obligations arising out of the Order, the Seller has the right to change the term of the Order one-sidedly. The Seller shall immediately inform the Buyer about the new term after the Buyer has fulfilled all her/his obligations arising out of the Order.

5.3. If the Buyer does not agree to the new term, the Buyer has the right to terminate the Order, informing of it the Seller in writing not later than within 3 (three) working days from the moment the Buyer received the Seller’s written notice. If the Buyer does not inform the Seller about her/his not agreeing to the new term within the before mentioned time, the new term of the order completion shall be considered to be accepted.

5.4. If the Buyer shall terminate the Order in accordance to subclause 5.3. of the General conditions, the Buyer is required to compensate the Seller all damages that have been arisen due to the termination of the Order.

6. PRICES

6.1. Standard product and service prices are listed in the Pricelist, which is authorised by the Seller. The prices in the pricelist do not include value added tax and the price of the pallet of the product. The price of the packaging is included in the price listed in the Pricelist.

6.2. The Buyer undertakes to return the pallet of the product immediately after the Product is delivered to her/him. If the Buyer does not return the pallet of the Product immediately to the Seller after its delivery, the Buyer is required to compensate the price of the pallet to the Seller. Buyers, who do not use the Seller’s transport services, shall have to return the pallets within 30 days. The Seller shall submit an invoice for the pallets not returned.

6.3. The Seller reserves the right to make changes in the Pricelist one-sidedly. The amendments take effect on the day they are introduced, or on the date set by the Seller. The changes to the Pricelist do not have retroactive effect regarding the orders that were concluded before the amendments in the Pricelist.

7. PAYMENT CONDITIONS

7.1. The Seller has the right to ask from the Buyer prepayment for the Product/Service in the amount agreed upon beforehand with the Buyer before the start of fulfilling the Order.

7.2. In case of a Standard product Order, the Buyer shall undertake to make a payment to the Seller before the start of fulfilling the Order in the amount demanded by the Seller, but not less than 30% of the price set in the Order. In case of a Custom project product Order, the Buyer shall undertake to make a payment to the Seller before the start of fulfilling the Order in the amount demanded by the Seller, but not less than 50% (fifty per cent) of the price set in the Order.

7.3. If the Product is given over to the Buyer in the Seller’s warehouse, shop, etc., the Buyer is required to pay the portion of the price of the Product to the Seller by the time the transfer of the Product takes place. The Seller shall submit to the Buyer a prepayment notice in accordance with the law, and an invoice, after the money transfer is made.

7.4. If there is an agreement in the Order that the Seller shall deliver and/or mount the Product in the location indicated by the Buyer, and/or in provision of other Service, the Buyer is required to pay the portion of the price of the Order not yet paid to the Seller not later than in 3 banking days before the term of the completion of the Order. If the Buyer delays the payment of the price indicated in the Order, the term of completion of the Order shall be postponed by the number of days delayed.

7.5. All the sums to be paid by the Buyer shall be considered paid as required, if the relevant amount has been transferred to the bank account of the Seller or it has been paid in cash to the Seller.

7.6. If the Buyer refuses to pay the sum for the Product and/or Service as required, the Seller has the right to demand the Buyer to pay the relevant amount.

7.7. In addition to that provided for in subclause 7.6. the Seller has the right to demand the Buyer to pay a fine for delay 0,1% (point one per cent) of the amount not paid on time for each day delayed.

8. TRANSFER OF A PRODUCT AND/OR SERVICE

8.1. Transfer of a product is a transfer of the Product to the Buyer in the Seller’s warehouse, shop, etc. If the Buyer and the Seller have agreed that the Seller shall have to deliver the Product to the Buyer, the Seller agrees to transfer the Product to the Buyer in the location, where the Product is transported in compliance with the agreement between the Buyer and the Seller. The Seller undertakes to give over to the Buyer all documents that accompany the Product (handling instructions, assembly instructions, letter of warranty etc) along with the Product.

8.2. The signature of the person authorised by the Buyer shall certify the reception of the Product on the Products delivery note, where the name of the Product and amount (number of packages) are stated. Upon reception of the Product, the representative of the Buyer has to prove his/her authority.

8.3. The Buyer is required to receive and/or transport the product out of the Seller’s warehouse within 7 (seven) working days from the date of Order completion. If the Buyer has not transported the Product out of the warehouse or has not received the Product within eight days after the completion date of the order, the Buyer is required to compensate the Seller the costs of warehousing the Product by paying a fine of 0,1% (point one per cent) of the price indicated on the Order for each day.

8.5. If the Seller does not make the Product available to the Buyer within the set term, the Buyer has the right to demand the Seller a fine for delay of 0,1% (point one per cent) of the price of the Product indicated in the Price quotation for each day delayed.

8.7. If the Buyer and the Seller have agreed that the Seller will mount the Product, the Buyer undertakes to ensure the conditions that are required for the reception and mounting of the Product (the rooms are fully built, adequate room temperature, dry rooms, free and safe access, power and lighting available).

8.8. The Seller and the Buyer shall draw a document of transfer and reception of the delivery of the Service. The document of the transfer and reception shall be drawn up just after the Service is performed and after the Buyer has signed this document, the Service is considered to be received by the Buyer.

9. TRANSFER OF RISKS

9.1. Risk of accidental ruin and damage of the Product shall be transferred to the Buyer at the moment the Product is given over in accordance with subclause 8.1. of the General conditions. If the Buyer and the Seller have agreed that the Seller will mount the Product, the risk of accidental ruin and damage of the Product shall be transferred to the Buyer at the moment the document of transfer and reception is signed. If the product is not mounted on the same day as the delivery of the Product, the Buyer has to ensure that the Product shall remain in its original packaging at the place of delivery agreed upon with the Buyer in the Order until the Product is mounted, and the Buyer bears the risk of accidental ruin.

9.2. If the Buyer or a third person authorised by the Buyer transports the Product, the risk of accidental ruin shall be transferred to the Buyer at the moment the Product is given over to the Buyer for transport.

10. WARRANTY

10.1. The Seller shall give a five-year warranty (hereinafter Warranty) to the Products sold. Warranty period shall commence on the next day after the day the Product was given over to the Buyer. During the period of warranty, the Seller is required to replace free of charge or repair within 60 (sixty) calendar days a defective Product or a Product that in some other way is not in compliance with the Order as of the reception of the reclamation mentioned in subclause 10.5.

10.2. To the products the Seller resells, warranty given by the producer company shall apply.

10.3. Warranty shall be valid on condition that the product has been used for its intended purposes, handled in accordance with the handling instructions, and that assembling instructions accompanying the Product were followed when the Product was mounted.

10.4. Warranty does not cover normal wear and tear of the Product. Warranty does not cover the differences in the texture of wood and in tones of the Products covered by natural veneer.

10.5. To execute the rights arising out of the warranty, the Buyer has to inform the Seller about defects that have emerged during the warranty period within reasonable time, from the moment the Buyer was aware or should have been aware of the fault, submitting a written reclamation to the Seller.

10.6. The reclamation should contain the name of the defective Product or the name of the components of the defective Product and a description of the fault. The delivery note received from the Seller or other document proving the purchase of the Product must accompany the reclamation.

10.7. Warranty conditions stated in this clause that apply to new products also apply to the replaced products.

10.8. Warranty shall not exclude or limit the right of the Buyer to use other legal protection means arising out of legislation or a Contract.

11. PROTECTION OF INTELLECTUAL PROPERTY

Documents given to the Buyer (for example drawings, sketches, plans etc) are and will remain intellectual property of the Seller. It is not allowed to copy these documents or to give them to third persons for use.

12. RESOLVING DISPUTES

12.1. Negotiations between the Buyer and the Seller shall be used to resolve disputes between the Buyer and the Seller.

12.2. If disputes can not be resolved by negotiations, the dispute shall be resolved in the Harju County, but excluding the case when the Contract states otherwise.