1 DEFINITIONS AND PRINCIPLES OF INTERPRETATION
1.1 Unless otherwise specified in the General Terms and Conditions or the context requires, the following capitalized terms are used in these General Terms and Conditions with the following meanings:
1.1.1 General conditions – these general terms and conditions of sale of products and services.
1.1.2 Seller –Fifaa AS or another company belonging to the Fifaa AS group.
1.1.3 Buyer – the person to whom the Seller sells Products and/or Services.
1.1.4 Half – Seller or Buyer.
1.1.5 Parties – Seller and Buyer.
1.1.6 Consumer – a natural person Buyer who makes a transaction that is not related to the conduct of independent economic or professional activities.
1.1.7 Proposal – A proposal made by the Buyer to the Seller to obtain an Offer.
1.1.8 Offer – An offer made by the Seller to the Buyer regarding the terms and conditions of sale of the Product and/or Service.
1.1.9 Order –The Buyer's agreement with the Offer submitted by the Seller and/or the price list for the Products and Services published by the Seller.
1.1.10 Contract –Enforced Order.
1.1.11 Products – Products sold by the Seller and listed on the Seller's website www.fifaa.ee
1.1.12 Services – Services provided by the Seller, which are listed on the Seller's website www.fifaa.ee
1.1.13 Goods – A product delivered by the Buyer to the Seller, which the Seller modifies and/or supplements as part of the provision of the Service.
1.1.14 Violation Notice – Notice submitted by the Buyer of a breach of the Agreement by the Seller.
1.1.15 Working day – all days of each calendar week from Monday to Friday, except for public holidays and national holidays established by the laws of the Republic of Estonia.
1.2 If the meaning of any term set out in clause 1.1 has been expanded, specified or amended in a specific clause of the General Terms and Conditions, the corresponding term shall be interpreted together with that set out in the corresponding clause.
2 SCOPE AND GENERAL PRINCIPLES OF COOPERATION
2.1 These General Terms and Conditions apply to all sales transactions of Products and/or Services concluded between the Seller and the Buyer. If the Parties conclude a separate written sales contract, the General Terms and Conditions shall apply to the extent that they do not contradict anything separately agreed in the sales contract.
2.2 By concluding the Agreement, the Buyer agrees to these General Terms and Conditions. The General Terms and Conditions form an integral part of the Agreement.
2.3 The Seller has the right to unilaterally amend the General Terms and Conditions.
2.4 The Parties shall, when performing the Agreement, act towards each other in accordance with the principles of good faith and reasonableness and shall take into account the interests of the other Party in all respects. A Party shall cooperate with the other Party in such manner as is necessary for the other Party to perform its obligations under the Agreement and to achieve the objectives of the Agreement.
2.5 A Party undertakes to immediately inform the other Party of any problem related to the performance of the Agreement or any other significant circumstance that may affect the rights or obligations of the Parties or the performance of the Agreement.
2.6 Unless otherwise provided in the Agreement, the Parties undertake to fulfill all obligations arising from the Agreement, not only to do their best to fulfill the respective obligations.
2.7 When selling a Product and/or Service to a Consumer, the Parties shall proceed from the provisions of the law on sales to consumers and/or consumer employment contracts.
3 CONCLUSION OF THE AGREEMENT
3.1 The Buyer submits a Proposal to the Seller for the Product and/or Service. The Seller undertakes to review the Proposal and submit an Offer to the Buyer. The Seller's Offer is valid for the period indicated therein or 7 days from its submission.
3.2 The Agreement between the Seller and the Buyer is based on the Buyer's consent to the terms and conditions presented by the Seller.
An Order that has been duly formalized and entered into force with the Offer and by the Seller. If the Order is not based on the Seller's Offer, the Order becomes binding upon its separate confirmation by the Seller.
3.3 The Order shall enter into force upon receipt of the advance payment amount required from the Buyer or upon separate confirmation of the Order by the Buyer if no advance payment has been required from the Buyer.
3.4 The Buyer may cancel or change the Order free of charge before the Order enters into force. Changes cannot be made to an Order that has entered into force; changes will be issued as a new Order.
4 CONTRACT PRICE AND PAYMENT TERMS
4.1 The price of the Product and/or Service and the terms of payment are set out in the Agreement and on the invoice drawn up on the basis of the Agreement. VAT is added to the price in accordance with the VAT rate valid in the Republic of Estonia.
4.2 The Buyer undertakes to pay an advance payment of 50% of the Contract amount.
4.3 The Buyer undertakes to pay the final amount of the Agreement, less the advance payment, upon receipt of the Goods that were the subject of the Product and/or Service. If this is not possible due to the agreed delivery or payment method, the Buyer undertakes to pay the final amount of the Agreement 5 days before the expected delivery date of the Product and/or Service.
4.4 If an invoice is disputed, the Buyer is obliged to pay the undisputed part of the invoice by the due date.
4.5 The Buyer's payment under the Agreement shall be deemed to have been made upon receipt of the payment into the Seller's bank account. The Buyer shall bear all costs related to payment of the invoice.
4.6 In the event of delay in fulfilling any financial obligation provided for in the Agreement, the Seller has the right to:
4.6.1 to demand from the Buyer a late payment interest of 0.1% (zero point one percent) of the amount not paid on time for each day of delay from the date the obligation becomes due until the full payment of the amount not paid on time;
4.6.2 suspend the delivery of the Product and/or Service until the obligations are fulfilled, including refusing to fulfill an Order that has already entered into force but has not yet been fulfilled;
4.6.3 to withhold the Goods delivered by the Buyer to the Seller until the full payment of the outstanding amount on time;
4.6.4 assign the debt claim to third parties;
4.6.5 to demand compensation from the Buyer for expenses related to debt collection. The Seller has the right, in accordance with the valid price list, to demand from the Buyer a fee for storing the Goods that were the subject of the Product and/or Service in the Seller's warehouse.
5 DELIVERY TIME
5.1 The calculation of the delivery period for the Product and/or Service begins from the moment of conclusion of the Agreement.
5.2 If it is necessary to carry out trial work after the conclusion of the Agreement, the calculation of the delivery period for the Product and/or Service begins from the moment of confirmation of the results of the trial work. The results of the trial work are confirmed by the Buyer.
5.3 The delivery date of the Product and/or Service is fixed in the Agreement. The Seller shall inform the Buyer of the completion of the Product and/or Service using the contacts provided by the Buyer.
5.4 If there is any obstacle (including, but not limited to, failures in the Seller's supply channels, actions or inactions of the Seller's contractual partners or the Buyer, etc.) for which the Seller is not responsible
and which prevents the Seller from delivering the Product and/or Service in accordance with the agreement in clause 8.1, then the Seller shall not be liable for any delay in delivering the Product and/or Service caused by the above and the deadline for delivering the Product and/or Service shall be extended by the number of days during which the Seller's activities were hindered for the aforementioned reasons, or by another deadline that is necessary for the Seller to deliver the Product and/or Service due to the obstacle that occurred.
5.5 The Seller shall inform the Buyer of any extension of the deadline for the delivery of the Product and/or Service pursuant to clause 5.4 of the Agreement immediately upon learning of the grounds for the extension of the deadline, stating in the relevant notice both the reason for the extension of the deadline and the new deadline for the delivery of the Product and/or Service.
6 QUALITY
6.1 Samples, descriptions and models of the Product and/or Service are used to roughly determine the quality of the Product and/or Service. In the absence of the above, the quality of similar products and/or services is taken into account. In the case of a Product made of natural material, the natural variability of the material is also taken into account.
6.2 If the Service is provided for Goods supplied by the Buyer, the Buyer undertakes to deliver to the Seller 5% more Goods than the final quantity agreed upon in the Agreement and to be delivered to the Buyer. Failure to return the aforementioned stock of Goods (i.e. 5%) to the Buyer shall not be considered a breach of the Agreement by the Seller.
6.3 If the Service is provided to the Buyer's Goods, the Buyer does not provide the Seller with complete and correct information about the ingredients, components and materials of which, the Seller does not guarantee the achievement of the final result of the Service (including quality) agreed in the Agreement and is not liable for any possible damage incurred by the Buyer.
6.4 The Seller is not responsible for the suitability or fitness for purpose of the Products and/or Services.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Intellectual property rights to all intellectual property objects created by the Seller under the Agreement shall belong to the Buyer from the moment of their creation. If, by law, the rights cannot belong to the Buyer, but remain with the Seller or its employee or other author (e.g., the author's personal rights), then the Seller grants the Buyer permission to exercise the relevant rights to the maximum extent permitted by law from the moment of creation of the relevant objects.
7.2 The Buyer has the right to use the intellectual property rights set out in this Chapter 7 at its own discretion without any temporal, territorial or other restrictions, including the right to transfer the said rights to a third party at any time.
7.3 The fee for granting the rights set out in this Chapter 7 is included in the fee payable to the Seller and the Seller (including its employees, other contractual partners and authors) has no right to demand any additional fees either during the term of the Agreement or in the future.
8 TRANSFER AND RECEPTION
8.1 The Seller undertakes to deliver the ordered Product and/or Service to the Buyer no later than the last day of the delivery period agreed in the Agreement.
8.2 The Buyer undertakes to ensure the presence of himself or a representative authorized by the Buyer upon the delivery of the Goods that were the subject of the Product and/or Service and to receive the Goods that were the subject of the Product and/or Service.
8.3 The Buyer undertakes to check the conformity of the quantity and quality of the Goods that were the subject of the Product and/or Service with the Agreement at the time of delivery of the Goods that were the subject of the Product and/or Service. The Seller must be notified immediately of any defects discovered. If the condition of the Goods that were the subject of the Product and/or Service cannot be checked at the time of delivery, the Buyer undertakes to notify the Seller of any visible defects that appeared on the Goods that were the subject of the Product and/or Service no later than 3 days after the delivery of the Goods that were the subject of the Product and/or Service to the Buyer. Subsequent claims regarding visible defects in the Goods that were the subject of the Product and/or Service will not be satisfied.
8.4 If the Buyer or a person designated by the Buyer in accordance with clause 8.2 of the General Terms and Conditions unjustifiably refuses to accept the Goods that were the subject of the Product and/or Service, the Seller shall prepare a unilateral act to this effect and forward it to the Buyer, and the Buyer shall compensate the Seller for the costs and damages incurred as a result of the unjustified refusal to accept the Goods that were the subject of the Product and/or Service.
9 RISK OF ACCIDENTAL LOSS AND DAMAGE AND TRANSFER OF OWNERSHIP
9.1 The risk of accidental loss or damage to the Goods that were the subject of the Product and/or Service shall be transferred from the Seller to the Buyer upon delivery of the Goods that were the subject of the Product and/or Service.
9.2 Ownership of the Product shall be transferred from the Seller to the Buyer upon full payment for the Product in accordance with the provisions of Chapter 4.
9.3 Until the moment of transfer of ownership of the Product to the Buyer and/or full payment for the Service, the Buyer is obliged to:
9.3.1 store the Product and/or the Goods that were the subject of the Service carefully, preventing their damage and destruction;
9.3.2 not to transfer possession and ownership of the Goods that were the subject of the Product and/or Service to a third party;
9.3.3 In the event of a transfer of possession or ownership of the Product, notify the third party of the Seller's reservation of ownership and ensure that the third party assumes the same obligations in this regard as the Buyer;
9.3.4 immediately notify the Seller of any circumstances that may cause the destruction or damage of the Goods that were the subject of the Product and/or Service.
10 WARRANTY
10.1 The sales warranty is valid in accordance with the terms and conditions of the Product sales warranty provided by the Seller.
10.2 The Seller does not provide a guarantee for the Service, the final result of the Service, or the Goods that were the subject of the Service in the case of orders where the Service was provided for the Buyer's Goods.
11 RESPONSIBILITY
11.1 The Parties are liable for failure to fulfill or improper fulfillment of their obligations in accordance with the procedure provided for by law, unless the Agreement and/or the General Terms and Conditions provide otherwise.
11.2 If the Buyer wishes to rely on a breach of the Agreement by the Seller, he is obliged to notify the Seller thereof no later than 7 days after the Buyer became or should have become aware of the relevant breach. The Notice of Breach must contain the Buyer's details, order number (if possible), name of the defective Product and/or Service, time of occurrence of the defect, description of the breach and the Buyer's explicit claim and other information necessary to assess the circumstances and justification of such claim. A document proving payment for the Product and/or Service and photographs of the defect (if possible) must be attached.
11.3 The Party that has breached the Agreement undertakes to compensate the other Party for direct material damage caused by the breach. The Parties have agreed that lost income, any non-material damage and indirect damage (including damage caused as a result of the Buyer's economic activities being suspended or disrupted, damage caused to third parties, damage caused as a result of the loss of the opportunity to conclude an agreement or to receive other benefits, etc.) are not subject to compensation.
11.4 The Seller shall always be entitled to remedy any breach of the Agreement provided that it notifies the Buyer of its intention to remedy no later than 10 days after receipt of the Notice of Breach and shall remedy the breach of obligation within a reasonable time, which shall in any event be at least 30 days, after notification of the intention to remedy. The Buyer shall not in any event have the right to refuse or object to the remedy. The Buyer shall only have the right to use other legal remedies after the Buyer has submitted a Notice of Breach and the Seller has not cured the breach to be remedied in accordance with this clause.
11.5 The Seller is not liable for breach of the Agreement to the extent that:
11.6.1 The non-compliance of the Product and/or Service and/or Goods with the terms and conditions of the Contract has arisen after the risk of accidental destruction and damage has passed to the Buyer;
11.6.2 The Buyer could have reasonably avoided or reduced the damage related to the breach of the Agreement;
11.6.3 The Buyer shall be entitled to compensation for any damage related to the breach of the contract by the insurer;
11.6.4 The breach of the Agreement was caused by the actions or inaction of the Buyer or persons related to him or her, or by a circumstance arising from the Buyer or another event, the risk of which is borne by the Buyer;
11.6.5 The Buyer knew or should have known about the defects of the Product and/or Service and/or Goods when the Product and/or Service and/or Goods were delivered to him, but did not disclose this to the Seller.
11.6.6 Non-performance or improper performance of the contract is due to circumstances beyond the Seller's control (force majeure).
12 APPLICABLE LAW AND JURISDICTION
12.1 The general provisions and the Agreement are subject to the laws of the Republic of Estonia.
12.2 The Parties shall attempt to resolve disputes arising from and/or related to the Agreement through negotiations. If negotiations fail, disputes shall be resolved in Harju County Court. If the Buyer is a Consumer, the Consumer has the right to turn to the Consumer Disputes Committee of the Consumer Protection and Technical Supervision Authority instead of the court after negotiations fail.