GENERAL PROVISIONS AND DEFINITIONS OF THE TERMS AND CONDITIONS OF SALE
These terms and conditions of sale (hereinafter the ‘Terms of Sale’) govern all purchase and sale transactions to be concluded between GENOKE Trading OÜ, registry code 12828945 (hereinafter the ‘Seller’) and the buyer (hereinafter the ‘Buyer’), unless otherwise agreed.
Each clause of the Terms of Sale will be interpreted in conjunction with the other clauses, in accordance with the spirit and purpose of the Terms of Sale.
If the parties wish to deviate from the Terms of Sale in any part, this shall be agreed upon separately. The respective special terms and conditions apply where such a contract has been concluded in writing.
In addition to the Terms of Sale, purchase and sale transactions are also governed by the laws and regulations of the Republic of Estonia.
The terms used in these Terms of Sale have the following meanings:
Email address – the Buyer’s email address is the email address of the Buyer’s authorised contact person, as specified in the loyal customer application. The email address of the Seller is: info@genoke.com
Price – the price of the product or service as stated in the price list or price quote provided by the Seller to the Buyer.
Credit limit – the total amount requested by the Buyer from the Seller and officially approved by AS KredEx Krediidikindlustus, up to which the Buyer may order products and services from the Seller.
Contract – a written agreement between the Seller and the Buyer setting out the special terms and conditions of the sale and purchase transactions of products and/or services.
Seller – Genoke Trading OÜ.
Buyer – a natural or legal person who purchases or expresses a wish to purchase the products or services sold by the Seller.
The Parties – the Buyer and the Seller together.
Service – a service provided by the Seller to the Buyer at the latter’s request.
Order – a request to purchase products or services, submitted by the Buyer to the Seller generally in a format which can be reproduced (including as an email).
Product – the materials offered by the Seller.
PRICES
The prices of the products and services are set out in the price list or price quote provided by the Seller to the Buyer. The prices do not include VAT, transport, or the cost of pallets for the products or, where necessary, the cost of repackaging materials.
The Seller reserves the right to make unilateral changes to the price list. The changes will take effect on the date specified by the Seller or upon the expiry of the period set out in the contract concluded between the Buyer and the Seller. Changes to the price list do not apply retrospectively to orders placed before the price list was changed.
A price quote is valid for the period specified therein. Unless the validity period is specifically stated in the price quote, the quote remains valid for 30 (thirty) calendar days from the date on which the Seller submits the price quote to the Buyer.
ORDER PROCESSING, ENTRY INTO FORCE, CANCELLATION, AND WITHDRAWAL
To purchase a product and/or service, the Buyer sends an inquiry or order to the Seller’s email address, specifying which products or services and in what quantities the Buyer wants to purchase. The delivery address, together with the details of the Buyer’s representative, must also be specified upon receipt of the ordered products, along with the desired delivery time.
Only the Buyer’s authorised representatives are entitled to order the product. The authorisation may be based either on the contact person specified in the loyal customer application submitted by the Buyer or on a power of attorney issued separately by the Buyer to the Seller for this purpose. If a person’s right to represent the Buyer expires, the Buyer is obligated to immediately notify the Seller thereof.
The Seller will respond to the order within three (3) days of receiving it at the latest. Once the Seller accepts the order for fulfilment, the Seller will send a confirmation of the order to the Buyer’s email address.
The Seller will agree with the Buyer on any changes relating to the product or the order. In the event of a product shortage at the Seller’s warehouse, the Seller shall treat the Buyer’s order as a priority when restocking.
The order takes effect once the Seller has sent an order confirmation to the Buyer’s email address. If, according to the order confirmation, an advance payment is a prerequisite for the acceptance of the order, the order takes effect upon receipt of the relevant advance payment by the Seller.
Orders may also be placed and accepted verbally. In this case, the order enters into force when the Seller sends a written order confirmation to the Buyer’s email address and the Buyer does not send a written objection to the order to the Seller’s email address on the next business day at the latest. If, according to the order confirmation, an advance payment is a prerequisite for the acceptance of the order, the order takes effect upon receipt of the relevant advance payment by the Seller.
No changes can be made to an order that has entered into force; the changes will be formalised as a new order.
The order may be withdrawn only in the cases provided by law or the Terms of Sale.
In the event of withdrawal by the Buyer, any advance payment made will not be refunded, and the Buyer is obligated to compensate the Seller for all losses incurred as a result of the withdrawal from the order.
If the Buyer delays the acceptance of the product for more than 30 days, the Seller is entitled to cancel the order and transfer the product. In such a case, the advance payment will not be refunded and the Buyer is obliged to compensate the Seller for all losses incurred.
TERMS OF PAYMENT
The Seller has the right to request an advance payment from the Buyer for the product/service prior to fulfilling the order, by issuing an advance payment invoice to the Buyer for the amount payable.
If the Buyer delays the payment of the advance payment invoice, the deadline for fulfilling the order is postponed by the number of days by which payment of the advance payment invoice is delayed.
The Buyer may apply for a credit limit from the Seller by submitting a loyal customer application to the Seller. If the Seller accepts the request, the relevant agreement between the Parties is deemed to have been concluded, and all relations related to the sale of the product/service are governed by these Terms of Sale. The parties may agree on different terms than the Terms of Sale by entering into a separate written contract for this purpose.
All invoices and payments are submitted electronically by the Parties. Each invoice shall be marked with a purchase order number.
Products and services ordered within the credit limit must be paid for within the agreed payment term.
All sums payable by the Buyer shall be deemed to have been duly paid to the Seller when the relevant amount has been credited to the Seller’s bank account.
If the Buyer fails to pay the amount due for the product and/or service in accordance with the terms, the Seller is entitled to demand payment of the relevant amount from the Buyer.
In addition to the provisions of clause 4.7, the Seller has the right to charge the Buyer interest on any amounts not paid by the due date (excluding advance payments) to the extent prescribed by law.
DELIVERY AND HANDOVER OF THE PRODUCT
Upon the entry into force of the order, the Seller shall notify the Buyer of the expected delivery date of the ordered product. The delivery period for the product begins on the day following the date the order takes effect. If additional information is required to fulfil the order, the delivery period for the product commences on the day following the date on which the Buyer submits the final details.
If the Seller becomes aware that the delivery deadline cannot be met, the Seller shall immediately inform the Buyer thereof and agree on a new delivery deadline.
The Seller delivers the product to the Buyer under the DAP Incoterms® 2020, in accordance with the details specified in the order. Transport costs will be added to the invoice. The Buyer has the right, subject to agreement with the Seller, to use its own transportation to deliver the ordered product.
The handover of the product to the Buyer from the Seller’s warehouses takes place on the previously agreed delivery date and at the agreed address. The product shall not be handed over to the Buyer until it has been paid for in full, or a sales document with an agreed payment deadline has been issued, and the documents confirming the receipt of the product have been signed.
The Buyer undertakes to accept the product within three (3) working days of the delivery date.
The Seller is entitled to charge the Buyer a fee for storing the product in the Seller’s warehouse in accordance with the current price list, should the Buyer’s storage of the product in the Seller’s warehouse continue for more than 7 (seven) days after the delivery deadline has passed.
The product’s shipping package must always include a delivery note containing the order number and details regarding the ordered products and quantities.
The Buyer undertakes to check, within a reasonable period of time following the handover or delivery of the product, that the product and its quality and quantity comply with the order. The Buyer must notify the Seller of any defects discovered immediately, but no later than within 5 (five) working days from the delivery of the product to the Buyer. Subsequent claims regarding any defects will not be considered.
The Buyer has the right to reject products that differ from the type, quantity, or quality indicated in the order.
Ownership of the product passes from the Seller to the Buyer upon handover of the product, but not before full payment of the price of the product.
LIABILITY OF THE SELLER
The Seller is liable for any defects in the product that existed at the time of handover.
The risk of accidental loss or damage to the product passes to the Buyer upon delivery of the product. If the product is transported by the Buyer or a third party authorised by the Buyer, the risk of accidental loss of and damage to the product passes to the Buyer from the moment the product is handed over for transport to the Buyer.
The Seller shall not be liable for any defects in the product arising from the Buyer’s fault or negligence (e.g. defects resulting from a breach of the conditions governing the transport, storage, installation, use, or maintenance of the product).
FILING AND RESOLVING COMPLAINTS
If the quantity or quality of the purchased product is not satisfactory, the Buyer has the right to file a complaint with the Seller about the non-conformity.
The complaint must be submitted in writing or in a format that can be reproduced in writing, and must state:
The product name and quantity to which the complaint relates.
The complainant as well as the time and place of detecting the default.
More detailed information supporting the complaint regarding the product’s defects and/or faults (e.g. transport, storage, and/or installation conditions, lot numbers, quantities, etc.).
Calculation of the amount claimed for the quantity of the product disputed in the complaint.
Together with the complaint, the Buyer must provide the Seller with the following documents and information substantiating the claim:
A product inspection report stating the date of manufacture/expiration date and details of the defects forming the basis of the complaint.
A copy of the delivery note and the sales invoice.
Photos or video footage demonstrating the product’s non-conformity and quantity, as well as any information on the product’s labels and packaging proving the origin, characteristics, etc. of the product.
In the event of complaints regarding product quality – an expert report drawn up by a competent independent expert body, if the Seller so requires.
The Seller undertakes to review the complaint and respond to it within 5 (five) working days of receiving it. If the Seller accepts the complaint, the Seller undertakes to repair or replace the product at its own expense within a reasonable time.
PRODUCT INFORMATION, CONFIDENTIALITY, AND INTELLECTUAL PROPERTY
All intellectual property relating to the products (including texts, photos, product descriptions, drawings, samples, instructions, technical and calculation reports, etc.) belongs to the Seller, and its use without the Seller’s consent is not permitted.
Marketing and sales materials provided by the Seller to the Buyer may only be used to promote the sale of the Seller’s products.
The Seller has the right to ask the Buyer to provide photos or other materials of the Seller’s products or their use and to use these materials in the Seller’s marketing activities.
The Parties undertake to keep confidential all information disclosed to them in the course of the sale of the product/service or during pre-sale negotiations (including price lists, price quotes, contractual terms, technical drawings, sketches, plans, etc.).
The provisions relating to confidentiality and intellectual property remain in force even after the fulfilment of the order or termination of the Contract.
SETTLEMENT OF DISPUTES AND APPLICABLE LAW
Any disagreements and disputes between the Parties will be resolved through negotiations.
If no agreement is reached through negotiations, the Parties have the right to use all legal remedies arising from the law.
These Terms of Sale and all other documents relating thereto are governed by and interpreted in accordance with the laws of the Republic of Estonia. Any disputes arising under these Terms of Sale fall within the exclusive jurisdiction of the Estonian courts.
VALIDITY AND AMENDMENT OF THE TERMS OF SALE
In the event of a conflict between the Terms of Sale and the terms and conditions of the contract, the terms and conditions of the contract shall take priority over the Terms of Sale.
The invalidity of an individual provision of the Terms of Sale does not exempt the Parties from compliance with other provisions. In the event of such a circumstance, the Parties shall use their best endeavours to agree on a term that would fulfil the purpose of the repealed provision to the greatest extent possible.
The Seller has the right, by notifying the Buyer, to unilaterally amend the Terms of Sale. If the Buyer does not agree with the changes, the Buyer has the right to withdraw from the order.
