Terms & Conditions
GENERAL TERMS AND CONDITIONS FOR SUPPLY OF GOODS
Applicability and Acceptance
These General Terms and Conditions for Supply of Goods (hereinafter: Terms and Conditions) shall apply to all offers, orders and transactions for the supply of goods and services by the IMD Engineering OÜ to the purchaser. Any modifications or deviations from the present document must be specifically and mutually agreed.
Definitions
Seller
– private limited liability company IMD Engineering OÜ (12336194 , Meeliku 23/1-13 13915, Tallinn Estonia)
Purchaser
– person who has concluded or will potentially conclude the transaction to purchase the Goods
from the Seller, i. e. inter alia, person who has placed the order to the Seller
Parties
– the Seller and the Purchaser together
Goods
– products (or any part of them), services, tools and materials set out in the offer or order
Key Provisions
Article 1 – Offers
1.1 All offers provided by the Seller to the Purchaser are free of charge and are valid for 30 days from the date sent to the Purchaser unless specifically mentioned otherwise. However, offers are not binding on the Seller and the offered Goods might not be available during the whole period of the validity of the offer.
1.2 The content of the offer will be binding on the Seller only after parties are deemed to have entered into an agreement in accordance with Article 2.5 of current Terms and Conditions. The offer will be binding on the Seller to the extent indicated in the confirmation referred to in Article 2.3 of current Terms and Conditions.
1.3 Quoted prices for goods are (unless agreed otherwise):
a) In Euro
b) Excluding VAT and/or other taxes applicable
c) Excluding packaging materials and certificates
d) Excluding packing, storage fees and freight costs, loading and unloading, and cooperating with customs formalities (these costs are provided separately on request and payable additionally)
e) Based on supplies and services under reasonable conditions and rational time of delivery
一 If the Purchaser raises the urgency of the order and/or delivery in the process, the Seller has the right to adjust charges accordingly
Article 2 – Order
2.1 The Purchaser is deemed to have placed an order if the Purchaser accepts the Seller’s offer within 30 days at least in a format which can be reproduced in writing (e.g., via email).
2.2 Once the Purchaser has placed an order in accordance with Article 2.1 of current Terms and Conditions, the content of the order and current Terms and Conditions will be considered binding on the Purchaser and the Purchaser has a right to withdraw from the order only in accordance with current Terms and Conditions.
2.3 The order placed by the Purchaser will be considered binding on the Seller only from the moment the Seller has confirmed the respective order.
2.4 The Seller shall be obliged to send a confirmation regarding the acceptance or refusal of the order no later than 7 days after receiving the order. If the Seller will not provide a confirmation or refusal within this period, the confirmation shall be deemed not to have been provided.
2.5 Once the Seller has confirmed the order, the parties shall be deemed to have entered into the agreement and current Terms and Conditions shall apply on both parties.
2.6 The Seller may advise the Purchaser, but it remains the Purchaser’s sole responsibility to ensure that the correct parts and services are ordered.
Article 3 – Certificates
All products are by default without certification. If such are required, this should be made clear in an initial enquiry and/or request, and/or purchase order, giving reasonable time to provide needed certificates.
All costs for certificates shall be covered by the Purchaser.
Article 4 – Delivery and Freight
4.1 Terms of delivery of the Goods, including, but not limited to, estimated delivery time, distribution of delivery costs between the parties and appliable terms of Incoterms®, are provided by Seller in the offer or shall be agreed by the Seller and the Purchaser separately. In case the Seller and the Purchaser has not agreed on delivery terms, applicable terms of delivery shall be EXW as per Incoterms® 2020.
4.2 Risk and title of the Goods shall pass from the Seller to the Purchaser according to the agreed Incoterm.
4.3. The time of delivery (or a delivery date) is always estimated only, whilst given in good faith, is not a deadline, unless specifically stated otherwise. Failure to meet the deadline for delivery will never, not even after giving notice of default, entitle the Seller to compensation.
4.4. If the Goods are in a delay more than 8 weeks from the agreed due date, the Purchaser may give notice to terminate the agreement as regard such Goods, if they have not been delivered to the Purchaser within 10 days of receipt of such notice by the Seller. However, the Purchaser has no right to terminate the agreement if the Seller provide an evidence that the delay was not caused by the Seller.
Article 5 – Price and Payment conditions
5.1. The agreed price for the Goods shall be paid to the Seller as an advance payment unless the parties have agreed otherwise.
5.2. The payment shall be made in accordance with the terms agreed by the parties, including, but not limited to, in the accepted order, quotation or offer.
5.3. The payment shall be made to the bank account stipulated in the invoice(s) issued by the Seller. All local bank charges in the Seller’s country shall be borne by the Seller, and the same charges in the country of Purchaser shall be borne by the Purchaser.
5.4. With the prior consent of the Seller, the payment can be settled on behalf of the Purchaser by another entity. In such case the Purchaser shall notify the Seller in writing about the payer’s details and provide sufficient information to the payer to carry out a transaction. The Seller has a right to request full detailed information about the third party, and the Purchaser, on the other hand, shall be ready to provide such information to the Seller upon request within the requested terms, within mentioned by the Seller time and not later. The Seller has a right to accept or decline receival of the payment from the third party at its own discretion. Nominating a third party to cover the invoice shall not change due date and/or terms of payment in the initial invoice.
5.5. If payment of any sum is delayed, the Purchaser shall pay interest on the amount unpaid during the period of delay. The interest shall be 0,5 (zero point five) % of the price of the Goods for each week of delay.
Article 6 – Receipt of goods and Claims
6.1. The Purchaser shall examine the Goods or have the Goods examined as soon as possible after receipt of delivery and shall notify the Seller in writing of any lack of conformity of the Goods at first occasion but not later than within 3 three working days from the receipt of delivery about any visual defects and within 7 seven working days from receipt of delivery about any inner and/or hidden defects, faulty or unsuitable items. If there are missing items and/or wrong quantities, such must be reported in writing to the Seller not later than within 3 three working days after receipt.
6.2. The Purchaser shall provide a detailed description and evidence of the lack of conformity (photos, documents, reports, etc) when giving notification thereof. Regarding any visible damages or deformation of the package, such shall be reported in the act created and issued by the courier at the moment of delivery at place, and such act should be immediately sent over to the Seller for further investigation and/or claim procedure.
6.3. The Purchaser shall have no remedy for lack of conformity if he fails to notify the Seller thereof within the aforementioned period of time or if he fails to provide a sufficiently detailed description of the lack of conformity when giving notification thereof.
6.4. The Seller shall not be liable for the following defects:
a) arising out of any incorrect design or parameters provided and/or stipulated by the Purchaser;
b) caused by improper use or faulty maintenance, incorrect mounting, repair, or alterations carried out by the Purchaser;
c) defects caused by corrosion, ice formation, thermal shocks, fouling or scaling;
d) defects arising out of normal wear and tear or deterioration.
6.5. If non-conformity of the Goods exists, which the Seller is liable for, the Seller shall at his opinion:
a) Replace the Goods with conforming Goods,
b) Repair the Goods, without any additional expense to the Purchaser, or
c) Reimburse to the Purchaser the price paid for the non-conforming Goods and thereby terminate the agreement as regards those Goods.
Article 7 – Cancellation and reacceptance
7.1. Without prejudice to Article 4.4 of current Terms and Conditions, the Purchaser shall only be able to terminate the agreement and/or the order if the Seller consents to it. In case of such termination, the Seller may withhold an amount of the price paid or to be paid for the ordered Goods. The Seller determines such amount at its own discretion.
7.2. All expenses in connection to cancellation and reacceptance are to be carried out by the Purchaser.
Article 8 – Settlement of disputes
Any dispute, controversy or claim arising out of or relating to the sale of the Goods shall be resolved through negotiations. If the Parties fail to resolve the disputes relating to the sale of the Goods through negotiations, the dispute shall be resolved in Harju County Court (Harju Maakohus) in accordance with the laws of Republic of Estonia.
Article 9 – Force-majeure
9.1. The Seller and the Purchaser is not liable for a failure to perform any of his obligations in so far as he proves:
a) That the failure was due to an impediment beyond his control, and
b) That he could not reasonably be expected to have taken into account the impediment and its effects upon his ability to perform at the time of the conclusion of the agreement, and
c) That he could not reasonably have avoided or overcome it or its effects.
9.2. A party seeking relief shall, as soon as practicable after the impediment and its effects upon his ability to perform become known to him, give notice to the other Party of such impediment and its effects on his ability to perform. Notice shall also be given when the ground of relief ceases.
9.3 Failure to give either notice makes the Party thus failing liable in damages for loss which otherwise could have been avoided.
9.4. Without prejudice to Article 6 of the Terms and Conditions, a ground of relief under this Article relieves the Party failing to perform from liability in damages, from penalties and other contractual sanctions.
9.5 If the grounds of relief subsist for more than six months, either Party shall be entitled to terminate the agreement with notice.
Article 10 – Confidentiality
The Purchaser shall not, during the validity of the agreement or any time thereafter, misuse, disclose or reveal to a third party or its employers, directly or indirectly, any trade secrets of the Seller, technical and financial information, prices applied under the agreement or any other information which has been given to the Purchaser in confidence.
Article 11 – Applicable law
These General Terms and Conditions for Supply of Goods and any other non-contractual obligations arising out of, or in connection with it, or any other questions relating to the sale of the Goods which are not expressly or implicitly settled by the provisions contained in current Terms and Conditions or in accepted order, quotation or offer itself shall be governed by the laws of the Republic of Estonia.