Valid from 26.06.2023

FRAMEWORK TERMS AND CONDITIONS OF THE SALES CONTRACT

These Framework Terms and Conditions (hereinafter referred to as Framework Terms) form an integral part of the sales contract entered into by {page:reg_firm_name} (hereinafter referred to as Seller, registry code {page:reg_firm_nr}, address {page:reg_firm_address}) with its customers (hereinafter referred to as Buyer) through the electronic environment www.originaalosad.ee.

• 1. Purpose and object of the Framework Terms
  • 1.1 The Seller shall sell and the Buyer shall purchase the goods and services provided by the Seller (hereinafter referred to as Goods) in accordance with the procedure and conditions stipulated in the Framework Terms.
  • 1.2 The purpose of the Framework Terms is to regulate the relationship between the Seller and the Buyer in case the Buyer purchases the Goods offered by the Seller. Buyer places orders to the Seller and the Seller executes the respective orders based on the Framework Terms. Seller and Buyer enter into a sales contract by placing and confirming an order (hereinafter referred to as Contract) for each specific sales transaction.
  • 1.3 Range of services and products forming the Goods is not fixed and it may vary over time. The Seller shall have the right to unilaterally change the assortment of the Goods at any time, including discontinuing the provision of any product or service. Received orders shall be executed in accordance with this Contract.
  • 1.4 The exact quantity and assortment of the Goods to be sold to the Buyer shall be determined by the order placed by the Buyer to the Seller under the Contract

• 2. Placing an order
  • 2.1 In order to purchase the Goods, the Buyer shall place an order to the Seller through the Seller's electronic environment www.originaalosad.ee. The order must include:
    - which product in the Seller's product range is ordered by the Buyer;
    - quantity of the product to be ordered;
    - price of the ordered product;
    - description of the product to be ordered;
    - unique code of the product being ordered.
  • 2.2 The Buyer places orders based on an individual username and password issued by the Seller. Buyer shall have the right to change the password, but it shall not affect the Buyer’s rights and obligations under this Contract. All orders placed through this User ID are considered Buyer’s orders and shall be binding to Buyer. The Buyer shall bear the risk of possible misuse, unauthorized use and theft of the username and password.
  • 2.3 The Seller shall submit a confirmation of the receipt and an acceptance of the order in the Seller's electronic environment or by e-mail indicated on the username immediately after the receipt of the Buyer’s order. A sales contract for a specific order shall be deemed to have been entered into with the order confirmation.
  • 2.4 The approximate delivery date of the Goods depends on the type and manufacturer of Goods and is determined in the Seller's electronic environment. This delivery date is indicative, is not a binding contract term and the Seller shall not be liable for any failure to comply with it. The Buyer has the right to cancel its order only in agreement with the Seller.
  • 2.5 In case that it is impossible to fulfil the order under the conditions specified in the order, in particular in the quantity or assortment specified in the order or within the indicative delivery date shown in the electronic environment of the Seller, the Seller shall notify the Buyer thereof immediately after the appearance of the impossibility to fulfil the order, but not later when the delivery term has expired. In this case, the failure to perform or improper performance of the order shall not be deemed a breach of the sales contract.

• 3. Price of Goods and payment terms
  • 3.1 The Buyer undertakes to pay for the Goods in accordance with Seller's valid price list, which is available at www.originaalosad.ee. The Seller has the right to make unilateral changes in the price list. Changes in the price list do not apply to orders approved by the Seller before the price list is changed. The last sentence does not apply if the ordered Goods are not available in stock - in that case the Seller has the right to change the price upon agreement with the Buyer and the Buyer shall have the right to cancel the order if an agreement is not reached
  • 3.2 The Seller shall be entitled to invoice the Buyer for the ordered Goods immediately after the order has been confirmed in accordance with clause 2.3.
  • 3.3 The Buyer shall pay the Seller for the goods on the basis of the invoice issued by the Seller at the latest within the term indicated on the invoice. Payment of the purchase price shall be deemed to be effected when the amount indicated on the invoice is received to the bank account of the Seller. The Seller has the right to suspend subsequent orders that are due after the due date for the previous order until the obligations related to the previous order have been fulfilled.

• 4. Transfer of Goods, ownership and risk
  • 4.1 The Seller shall make the Goods available to the Buyer at the address communicated by the Buyer to the Seller upon registration in the Seller's electronic environment (hereinafter referred to as Place of Delivery). The Seller shall arrange the delivery of the Goods to the Place of Delivery and the transportation costs related to the delivery of the Goods shall be borne by the Seller. The place of delivery is {page:reg_firm_address}, unless otherwise agreed by the parties.
  • 4.2 The Buyer is obliged to accept the Goods at the Place of Delivery on the agreed date (incl. time). In case the Place of Delivery is at the Buyer or is determined by the Buyer, the Buyer undertakes to accept the Goods at the Place of Delivery during the normal business hours of the Buyer, including during normal office hours of Place of Delivery. The Seller has the right to withdraw from the Contract and demand a contractual penalty from the Buyer in the amount of the price of the Goods, in case the Buyer does not accept the ordered Goods at least two agreed times or within 15 calendar days after the agreed due date. The contractual penalty shall be added to the claim for payment of the price of Goods and the purpose of the contractual penalty is to compel the Buyer to fulfil its obligations and not to compensate for the damage. In any event, the Seller shall keep the Goods for not more than two months after the agreed due date.
  • 4.3 The Seller's transfer obligation shall be deemed to be fulfilled upon delivery of the Goods to the Buyer. The risk of accidental loss and damage of the Goods shall pass to the Buyer upon fulfilment of the Seller's obligation to deliver.
  • 4.4 The delivery of the Goods shall be formalized by the instrument of delivery and receipt, by signing of which the Goods shall be deemed to have been received. An invoice signed by the Buyer stating the quantity of the Goods to be delivered shall also be deemed to be the instrument of delivery and receipt. The Buyer confirms that the Buyer has carefully examined the items and is aware of their condition by signing this instrument. The Buyer undertakes to state any found defects of the Goods in the instrument of delivery and receipt and/or on the invoice. The Buyer's acknowledgment of receipt of the Goods in the electronic environment www.originaalosad.ee shall also be equated with the instrument of delivery and receipt or the invoice. The Buyer shall be deemed to have received the Goods and has no claims about the Goods in case the Buyer does not sign the instrument of delivery and receipt or invoice of Goods and does not confirm them in the electronic environment within 7 days from the date of issuance of the Invoice.
  • 4.5 Ownership of the Goods is transferred from Seller to the Buyer upon full payment of the purchase price by the Buyer and upon fulfilment of other obligations related to performance of the Contract to the Seller (ownership reservation). This Contract shall not be considered a conditional disposition by the Parties
  • 4.6 The Buyer shall be obliged to observe the restrictions on transactions imposed by the EU, Estonia and other countries and international law for the delivery of goods to sanctioned countries and to third parties for use in such countries. It is prohibited to resell spare parts, accessories and services (contracts) and vehicles to sanctioned countries. This includes countries such as Cuba, Ukraine's Crimea region, the so-called Donetsk and Luhansk People's Republics, Iran, North Korea, Russia, Syria; the list is non-exhaustive. If the Buyer breaches this obligation, the Seller shall not be liable in any way.

• 5. Quality of Goods and reporting of defects
  • 5.1 The Goods shall be of the quality normally expected of such type of Goods and shall meet the standards established by law, quality certificates and other quality requirements for the Goods.
  • 5.2 Upon receipt of the Goods, the Buyer undertakes to carefully check their conformity with the terms and conditions of the Contract, in particular whether the Goods are in conformity with the assortment and are in the correct quantity. If the Goods do not comply with the terms of the Contract, the Buyer shall immediately, but not later than within one day, inform the Seller thereof in writing and describe the defect with sufficient precision. Should the Buyer fail to comply with this obligation, the Buyer may not subsequently rely on the non-compliance of the Goods with the Contract or make any claim to the Seller in this regard. In order to invoke a hidden defect in the quality of the Goods which the Buyer could not detect in the course of regular and careful inspection of the Goods, the Buyer shall immediately, but not later than two days after the discovery of the defect inform the Seller in writing and describe the defect sufficiently. The hidden defect is not an assortment and quantity of the Goods.
  • 5.3 In case the Buyer notifies the Seller of the lack of conformity of the Goods in accordance with the agreed procedure and within the term, a bilateral instrument on the defects of the Goods shall be prepared within five (5) days in the presence of the representatives of the Seller and the Buyer. The instrument is prepared at Seller’s location, at Tähesaju tee 27/29, 13917 Tallinn, Eesti, unless otherwise agreed. The Buyer shall ensure that the Seller is able to acquaint itself with the Goods sold when preparing the instrument. In case the Seller's representative fails to appear within five (5) days to review the Goods and prepare the instrument, the Buyer shall have the right to prepare a unilateral instrument, which shall be in this case the basis for filing a claim with the Seller. Failure by the Buyer to appear for preparing of the instrument or failure to provide the Seller with an opportunity to inspect the Goods sold shall result in the Buyer losing the right to rely on the non-conformity of the Goods with the Contract.
  • 5.4 The Buyer may not offset the amount paid for defective Goods against other amounts due under the Contract.
  • 5.5 Upon cancellation of the order or otherwise, if the Buyer has to return the ordered Goods to the Seller, the Goods shall be in the same condition and packaging as at the time of delivery. The Buyer shall bear the direct costs of returning the Goods. In the event of deterioration of the Goods, the Buyer shall be liable for any diminished value resulting from the use of the item, unless The Buyer has used the item solely to ascertain the nature, characteristics and functioning of the item. In order to ascertain the nature, characteristics and functioning of the item, the Buyer should only handle and use the item as it would normally be permitted to do at the Seller's representative office.
  • 5.6 The Buyer shall not be entitled to cancel the order of Goods or return the Goods after the order has been placed, whether or not the Goods have been accepted or not. In such case the Seller may make a discount to the Buyer upon settlement.

• 6. Liability
  • 6.1 The Seller shall be liable for the non-compliance of the Goods with the contractual conditions if the non-conformity exists at the time of the transfer of the risk of accidental loss and damage to the Buyer (see clause 4.3).
  • 6.2 The Seller shall not be liable for the non-conformity of the Goods to the Contract if the non-conformity is due to the Buyer's actions or omissions, in particular the Buyer's violation of the conditions of maintenance, storage or operation of the Goods, or other circumstances that the Buyer can influence or for which the Buyer is responsible for.
  • 6.3 It is assumed that each Contract and order is divisible into parts. In case the Seller violates the Contract only in part (e.g., in respect of the Goods or order), then the Buyer has the right to withdraw from the Contract only in respect of the respective part or detail and in remaining part the Contract and the order is subject to performance and the Buyer must pay for it.
  • 6.4 The Buyer is not entitled to demand replacement of the Goods or refund of the price paid if the defect in the Goods is not significant, if the defect can be repaired or if replacement of the Goods is unreasonably expensive or time consuming for the Seller.
  • 6.5 The Contract may not be withdrawn if the Party entitled to withdraw has not withdrawn within one month after becoming aware of the material violation or when the Party had to become aware of it.
  • 6.6 In the event that the Goods do not comply with the terms and conditions of the Contract, the Buyer has the right to claim compensation for such damage that is directly related to the non-conformity of the Goods. The Buyer shall not be entitled to claim damages related to the use of non-conforming Goods or damage to other items.
  • 6.7 The period of warranty against defects is 6 months. The Buyer shall immediately notify the Seller of any defects discovered during the warranty period and take measures to prevent any further damage to the Goods, otherwise the Buyer shall lose the rights arising from the warranty. The Seller's warranty obligation shall not apply to the extent that the Goods are defective due to a violation of the rules governing the operation or storage of the Goods, as well as other circumstances which the Buyer can influence or for which the Buyer is responsible. When notifying the occurrence of a warranty event, the Seller shall, within a reasonable time, explain to the Buyer the remedies and procedures, and the documents that the Buyer must provide to prove the defect. The Buyer shall bear the cost of identifying any defect that may be addressed during the warranty period.
  • 6.8 In case of delay in the performance of a financial obligation or breach of any other obligation, the Seller shall be entitled to demand from the Buyer a default interest of zero point two percent (0.2%) of the overdue financial obligation for each day of delay or zero point one percent (0.1) of the value of the Goods for each day of delay of an obligation, in case of breach of Buyer's other obligation. The purpose of the penalty for late payment is to compel the Buyer to fulfil its obligations and not to compensate for the damage.
  • 6.9 The Seller is liable under the sales guarantee only if the Buyer proves the defect in the Goods at the official representative of the respective manufacturer, following all the manufacturer's requirements and procedures for handling the Goods and identifying the defect. The Buyer shall bear the costs related to the identification of the defects to be addressed during the warranty period.

• 7. Guarantee
  • 7.1 The Buyer's representative who has signed this Agreement and the General Terms and Conditions shall personally guarantee all the Buyer's obligations to the Seller arising from the Agreement and the General Terms and Conditions. The Buyer shall be liable up to a maximum of EUR 10 000.

• 8. Force majeure
  • 8.1 Non-performance or improper performance of the obligations under the Contract shall not be considered a breach of the Contract if it was caused by a circumstance beyond the control of the Parties, could not and should not have been foreseen or prevented (force majeure). Force majeure circumstances include, in particular, wars, enemy’s action, fires, general strike, natural disasters, export-import bans, restrictions imposed or modified by the government or any other public authority, including granting or enactment of such rules, conditions and acts which changes the fulfilment of the Contract with its originally agreed terms and costs, or compliance with which shall lead to an obligation to comply with any additional restrictions or requirements that are material to the Seller in providing the Services or selling the Goods.
  • 8.2 Notwithstanding the occurrence of force majeure, the Parties are obliged to take reasonable measures to prevent and reduce the damage that may have occurred. In case the circumstance of force majeure is temporary, the breach of the obligation shall be excusable only for the period during which the circumstance prevented fulfilment of the obligation.
  • 8.3 A Party whose performance of its obligations under this Contract is prevented by circumstances of force majeure shall immediately notify the other Party.
  • 8.4 In case the circumstances of force majeure persist for more than 90 calendar days, this Contract shall be deemed to have been terminated because of the impossibility of performance. In this case, neither Party shall be entitled to claim compensation from the other Party for damage caused by non-performance or improper performance of the Contract.

• 9. Confidentiality
  • 9.1 The Framework Terms and Contracts placed under the Framework Terms, in particular the sales data, shall be confidential and shall not be published without the written consent of the other Party. Disclosure of the information contained in the Framework Terms and in the Contract to the representatives of the Parties, shareholders, employees or any other person involved in the execution of the order, as well as auditors and persons exercising public authority with the relevant competence shall not be considered a violation of the confidentiality requirement.
  • 9.2 A Party that violates the confidentiality requirement set out in clause 8.1 of the Contract undertakes to pay the other Party a contractual penalty of 10,000 (ten thousand) euros.

• 10. Applicable law and dispute resolution
  • 10.1 The law of the Republic of Estonia shall apply to the conclusion, performance, modification, termination and interpretation, settlement of any dispute relating to the Framework Terms or the Contract, its breach, termination or invalidity.
  • 10.2 Disputes arising under the Framework Terms and Contract shall be settled by negotiations and by agreement between the Parties. If negotiations fail, disputes arising will be finally settled in the courts of the Republic of Estonia.

• 11. Final provisions
  • 11.1 All notices relating to the Agreement between the parties must be given in the Seller's electronic environment. Anything submitted via other channels shall have no legal effect.
  • 11.2 Upon entry into this Contract, any prior agreements between the Parties relating to the subject matter and purpose of this Contract and any other agreements shall cease to be effective. Previous agreements between the Parties not governed by the Framework Terms shall be effective only to the extent that they are specifically agreed in the Contract. The provisions of law shall apply to the part not regulated in the Framework Terms or in the Contract.
  • 11.3 The Seller has the right to unilaterally amend these Framework Terms. The changes apply to orders placed after the changes have been announced on www.originaalosad.ee. For orders placed before this date, the version of the Framework Terms in force at the time of ordering shall apply.
  • 11.4 If any provision of the Framework Terms or Contract is void or invalid or otherwise inapplicable, it shall not invalidate the other provisions of the Framework Terms or the Contract. In such a case, the invalid or inapplicable provision shall be deemed to be replaced by a provision which is as close as possible to the invalid or inapplicable provision. The Parties shall do their utmost to ensure that the Framework Terms or Contract shall remain as valid as possible such as was the intention of the Parties when entering into the Contract.
  • 11.5 The Parties confirm that they understand the terms and conditions of the Framework Terms and the Contract unambiguously and understand the rights and obligations arising from the Contract. The Parties confirm that they have agreed upon the terms and conditions of the Contract as a result of negotiations, taking into account the rights and interests of both Parties as provided by the law and ensuring that the terms and conditions arising from the Framework Terms and the Contract shall correspond to the actual and anticipated will of the Parties.