1. GENERAL PROVISIONS
These general terms and conditions of Stelvi OÜ, registry code 14758367
("Seller" or "Party") ("General Terms and Conditions") form an integral part of the sales contract ("Contract between the Seller and each of the Seller's customers ("Purchaser" or "Party") for products ("Product" or "Products").
2. CONCLUSION OF THE CONTRACT
The Contract is deemed to have been entered into if the Purchaser has approved an order for the Products submitted by the Seller (“Order”) and/or paid an advance invoice issued by the Seller.
3. PERFORMANCE OF THE CONTRACT
3.1. The Seller shall commence the performance of the Agreement after receipt of the advance payment of the Order to the Seller's current account. The Seller shall perform the Contract by the terms of the Contract.
3.2. The Seller shall execute the Contract by the deadline specified in the Contract. For the performance of the Contract, it is considered that the Seller has prepared the Products specified in the Contract and makes it possible for the Purchaser to receive the Products.
4. TRANSFER OF PRODUCTS
4.1. The Seller shall inform the Purchaser when the Product is ready for delivery.
4.2. The delivery of the promotional gift by the Seller to the Purchaser takes place either (a) by the courier service, delivered to the location of the Purchaser or the parcel terminal, or (b) at the location of the Seller, or (c) in another manner agreed by the Parties.
4.3. When using the courier service, the Parties consider that the Product has been transferred to the Purchaser from the delivery of the Product to the carrier (courier service provider). The Seller informs the Purchaser of the delivery of the Product to the delivery carrier, including the name of the carrier, the date of delivery, and the estimated time of arrival.
4.4. The delivery of the Products at the location of the Seller shall take place with the prior Contract with the Seller.
4.5. The Seller has the right to refuse to deliver the Products until the Purchaser has made full payment for the Products to the Seller.
4.6. The Purchaser undertakes to accept the possession of the Products within seven days (7) of the notice given by the Seller in section 4.1 of the General Conditions.
4.7. In case the Purchaser delays the acceptance of the Products, the Seller has the right to store the Products at the expense of the Purchaser. If the Purchaser is delayed in receiving the Products for more than 14 calendar days, the Seller has the right to cancel the Contract extraordinarily and demand the Purchaser to reimburse the Seller for all costs incurred in the performance and cancellation of the Contract.
4.8. The Seller has the right to refuse to execute the Order or to suspend the execution of the Order until the Purchaser has paid the Seller the contractual payments by the Contract.
5. POSSESSION AND OWNERSHIP OF PRODUCTS
5.1. The possession of the Products and the risk of damage and destruction shall be transferred from the Seller to the Buyer from the moment of delivery of the Product to the Buyer or, in case of delay in the Buyer's acceptance, from the moment of delay in the Buyer's acceptance.
5.2. The ownership of the Product will be transferred from the Seller to the Purchaser from the moment when the Purchaser has duly paid all payments specified in the Contract.
6. PRICES, PAYMENT AND PAYMENT TERMS
6.1. The seller's homepage, price lists and quotes have prices without VAT. If there is no specification of the price, the price shall be deemed to have been reported without VAT.
6.2. The Purchaser undertakes to pay a contractual payment (“Payment”) to the Seller based on the Order according to the Contract.
6.3. The Purchaser undertakes to pay 50% of the payment as prepayment according to the prepayment invoice sent by the Seller together with the Order.
6.4. The Purchaser undertakes to pay 50% of the payment before the delivery of the goods produced by the Seller based on the Order according to the invoice submitted by the Seller.
6.5. The due date for payment of invoices shall be 7 (seven) calendar days from the date of submission of the invoice.
6.6. The invoice is deemed to be paid upon receipt of the Payment sum into the Seller's current account.
6.7. In delaying the Payment, the Purchaser undertakes to pay a fine for the delay of 0.07% of the delayed amount per day until the full payment of the debt.
7. CONFORMITY OF PRODUCTS WITH THE CONTRACT, ELIMINATION OF DEFICIENCIES
7.1. The Purchaser is obliged to immediately inspect the Product upon receipt of the Products and, if there is a defect, notify the Seller thereof in a form that can be reproduced in writing. The Parties consider the reasonable deadline provided for in § 220 of the Law of Obligations Act to be 7 days, during which time the other Party must be notified of possible defects and the description of the deficiencies shall be submitted.
7.2. The Seller shall be liable for defects in the Products which the Seller knew or should have known at the time of delivery of the Products, provided that the Purchaser informed the Seller of the defect in the Products within the period specified in clause 7.1 of the General Conditions.
7.3. In the event of a dispute between the Parties regarding the conformity of the Products with the Contract, the Purchaser undertakes to prove the non-conformity with the Contract.
7.4. If there is a defect in the Product and the Seller has informed the Seller of this by the procedure agreed under the General Conditions, the Seller shall eliminate the defect of the Product if possible and shall not cause the Seller unreasonable costs or unreasonable inconvenience in view of the value of the matter and the significance of the non-conformity. Substitution of the Product can be required by the Purchaser if non-compliance is a fundamental breach of the Contract.
8. ENTRY INTO FORCE, VALIDITY AND TERMINATION OF THE CONTRACT
8.1. The Contract concluded with the confirmation of the Order shall enter into force from the confirmation of the Order and shall remain in force until the Parties fulfil their obligations under the Contract. The Contract entered into by the conclusion of the Special Conditions shall enter into force, be valid and terminate by the procedure set out in the Special Conditions. By concluding the Contract, the Parties shall consider the Contracts before the conclusion of the Contract to be invalid.
8.2. A Party has the right to terminate the Contract extraordinarily in the event of a material breach of the Contract by the other Party. In the event of a material breach, the Party undertakes to notify the other Party in advance without delay and in writing, to give a reasonable period to remedy the breach and to warn that, if the breach is not remedied, it will extraordinarily terminate the Contract.
8.3. If the Contract is exceptionally terminated by the Purchaser, all the Purchaser's financial obligations under the Contract shall become due on the date of termination of the Contract.
9. PROCESSING OF PERSONAL DATA
9.1. The Seller processes the personal information provided by the Purchaser as an authorized processor of the Purchaser to perform the Contract and the processing of personal data for that purpose is considered as documented instruction of the Purchaser regarding the processing of personal data.
9.2. The Purchaser is the controller of the personal data, and the Seller is the authorized processor.
9.3. When processing personal data, the Parties shall comply with the requirements of the legislation in force.
10. AMENDMENT OF GENERAL CONDITIONS
10.1. The Seller has the right to unilaterally change the General Terms and Conditions. Amendments and additions shall enter into force when the new version of the General Terms and Conditions has been published on the Seller's website and 14 calendar days have passed since then.
11. MESSAGES
11.1. Notices related to the Contract shall be forwarded by telephone, e-mail or mail to the contacts specified in the Contract. A claim for breach of the Contract shall be made in writing.
11.2. A written notice sent by post shall be deemed to have been received by the other Party if 3 (three) calendar days have passed since the posting.
12. APPLICABLE LAW AND DISPUTE SETTLEMENT
12.1. The laws in force in the Republic of Estonia apply to the Contract.
12.2. The Parties shall aim to resolve disputes arising from the Contract by negotiation.
12.3. If the Parties fail to reach an agreement as a result of the negotiations or the negotiations are interrupted, the Parties have the right to apply to the Harju County Court for the protection of their rights.
13. ADDITIONAL INFORMATION AND CONTACTS
Additional information can be obtained by +372 5626 6941 or by e-mail at info@stelvi.eu
