General Terms and Conditions of Sales

INTRODUCTION

The general terms and conditions are a document that defines the basic principles and procedure of the relations between AS Standard (hereinafter: the Seller) and the Buyer, and the general conditions for conducting transactions between AS Standard and the Buyer

DEFINITIONS

The price list is a document confirming the prices of standard products and services approved by the Seller.

A price offer is a written offer made by the Seller to the Buyer regarding the conditions of purchase and sale of the Product and/or Service, under which the Seller undertakes to sell the Product and/or Service to the Buyer during the validity of the Price Offer of the Product and/or Service.

The contract is a written agreement concluded between the Seller and the Buyer for the sale and purchase of the Product and/or Service.

The Seller is Aktsiaselts Standard.

Buyer is any natural or legal person who buys or expresses a desire to buy Products or Services sold by the Seller.

The parties are the Seller and the Buyer together.

The service is the service that the Seller provides to the Buyer at the latter’s request and which consists of the Seller making a room plan / interior design solution for the Buyer, transporting and/or installing the sold Product at the place agreed with the Buyer.

The order is a Price Offer signed by the Buyer and the Seller (including with signatures exchanged by fax) or confirmed in a form that allows reproduction (including as an e-mail), which the Seller undertakes to fulfill and which is considered a purchase-sale agreement between the Buyer and the Seller for a certain Product and/or Service.

The order fulfillment deadline is the deadline when the Product and/or the provided Service must be ready for handover to the Buyer.

The product is furniture sold by the Seller to the Buyer.

Legal relationships are legal relationships that arise between the Buyer and the Seller when the Buyer purchases the Seller’s Products or uses the Service provided by the Seller.

The general conditions are these general sales conditions.

1. GENERAL TERMS

1. These General Terms and Conditions apply to all legal relationships.
   1. In addition to the General Terms and Conditions, legal relations are governed by the legal regulations of the Republic of Estonia and the Order, and if there is an Agreement, the Agreement.
   1. The general terms and conditions can be found at the Seller’s showroom located Veerenni 24, Tallinn, or on the Seller’s website on the Internet.
   1. If the General Terms and Conditions conflict with the Order, what is fixed in the Order shall apply. If the General Terms and Conditions or the Order are inconsistent with the Agreement, what is fixed in the Agreement shall apply.
   1. Where the context so requires, words in the singular in the General Terms shall mean the plural and vice versa. The headings of the clauses of the General Terms and Conditions are only for ease of reading and do not affect the interpretation of the content of the clauses in any way.
   1. Each point of the General Terms and Conditions is interpreted together with other points of the General Terms and Conditions, based on the meaning and purpose of the General Terms and Conditions.

2. REGULAR PRODUCT AND PROJECT PRODUCT

• A regular product is a Product whose price is included in the Price List and/or the Seller’s product catalog.
  • A Project Product is a Product that differs from the Standard Product, or that is manufactured according to the drawings or samples provided by the Buyer, or that is manufactured with a finish and/or dimensions different from the Standard Product required by the Buyer. Project products are also Standard products that have been removed from the Price List, although they may still be in the product catalogs.
  • In the event that the Seller has manufactured the Project Product at the order of the Buyer on the basis of the drawings, measurements, samples provided by the Buyer or other instructions given by the Buyer (hereinafter the Instructions), and in the event that the Project Product completed on the basis of such Instructions or the use of the Instructions infringes the intellectual property rights of third parties, the Buyer is obliged to compensate To the Seller all damages caused to the Seller by such violation of the rights of third parties.

3. PRICE OFFER

• The price offer is valid within the period specified in it. In the event that the deadline for its validity is not separately indicated in the Price Offer, the Price Offer is valid for 30 (thirty) calendar days from the date the Seller submits the Price Offer to the Buyer.

• REQUEST TO PURCHASE A PRODUCT OR A SERVICE

• To purchase the Product and/or Service, the Buyer submits a request (request) to the Seller. Regarding the Product and/or Service indicated in the request (request), the Seller submits a Price Offer to the Buyer, stipulating in it, in addition to the price of the Product and/or Service, the deadline for completion and other important conditions.
  • If the Parties have reached an agreement in point 4.1. stated in the Price Offer containing important conditions, the Parties sign the Price Offer. On behalf of the buyer, the Price Offer is signed by an authorized person of the Buyer and provides the seller with a document certifying authorization (power of attorney or other document certifying authorization, including a printout of registry data). The Price Offer signed by the parties is considered the Product/Service purchase-sale agreement or Order concluded between the Buyer and the Seller, whereas the Order may also be concluded through the exchange of signed documents by fax or in another form that enables reproduction. In the order, the person authorized by the Buyer to accept the Product and/or Service is specified.
  • If the position plan for the arrangement of the Products requested by the Buyer, the scale of the premises or other documentation necessary for the exact fulfillment of the request is attached to the Price Offer or the Buyer’s written statement of request, the said documents are part of the Order as integral parts. The Buyer is responsible for the correctness of the mentioned documents.
  • If for the purchase and sale of the Product/Service, a written purchase and sale agreement containing additional conditions is concluded between the Buyer and the Seller (hereinafter the Agreement), then the Buyer and the Seller proceed according to the conditions stipulated in the Agreement when buying and selling the Products and/or Services.

5. ORDER FULFILLMENT DEADLINE

• The deadline for fulfilling the order is stipulated in the Order in accordance with point 4.1 of the General Terms and Conditions.
  • If the Buyer has not ensured the necessary conditions for the provision of the Service in accordance with clause 8.5 of the General Terms and Conditions or has failed to fulfill other obligations arising from the Order, the Seller has the right to unilaterally change the deadline for the execution of the Order. The Seller shall notify the Buyer of the new deadline for the execution of the Order immediately after the Buyer has fulfilled its obligations arising from the Order.
  • If the Buyer does not agree to the new deadline for the execution of the Order, he can withdraw from the Order by notifying the Seller of the withdrawal in writing in a form that allows reproduction no later than 3 (three) working days after receiving the Seller’s written notification. If the Buyer does not notify the Seller of his disagreement within the deadline, he is considered to have accepted the new deadline for completing the Order.
  • If the Buyer withdraws from the Order in accordance with clause 5.3 of the General Terms and Conditions, he undertakes to compensate the Seller for all losses incurred due to the withdrawal from the Order.

6. PRICES

• The prices applicable to regular products and services are given in the Price List established by the Seller. The prices specified in the price list do not include VAT or the cost of the Product pallet. The prices stated in the price list include the cost of the packaging.
  • The Buyer undertakes to return the Product pallet to the Seller immediately after receiving the Product. If the Buyer does not immediately return the Product pallet to the Seller after receiving the Product, he undertakes to compensate the Seller for the cost of the Product pallet. Buyers who do not use the transport service provided by the Seller must return the pallets within 30 days at the latest. The Seller submits an invoice for unreturned pallets.
  • The seller has the right to unilaterally make changes to the Price List. Changes take effect from the day the changes are made or on the deadline set by the Seller. Changes to the price list do not have retroactive effect on Orders confirmed before the price list was changed.

7. PAYMENT TERMS

• The Seller has the right to demand an advance payment for the Product/Service from the Buyer before starting to fulfill the Order to the extent agreed with the Buyer.
  • In the case of an Order for a regular product, the Buyer undertakes to pay the Seller an advance payment to the extent requested by the Seller, but not less than 30% (thirty percent) of the Order price, before the Seller begins to fulfill the Order. In the case of an Order for a project product, the Buyer undertakes to pay the Seller an advance payment to the extent requested by the Seller, but not less than 50% (fifty percent) of the Order price, before the Seller begins to fulfill the Order.
  • If the Product is handed over to the Buyer in the Seller’s warehouse, store, etc., the Buyer undertakes to pay the unpaid part of the Product price to the Seller by the time the Product is handed over. Regarding the amount to be paid, the Seller provides the Buyer with an advance payment notice that meets the requirements of the law and, after receiving the money, an invoice.
  • If it has been agreed in the Order that the Seller will deliver the Product and/or install the Product at the place agreed with the Buyer and/or provide another Service, then the Buyer undertakes to pay the unpaid part of the Order price to the Seller no later than 3 banking days before the due date of the Order. If the Buyer delays the payment of the Order price, the deadline for the execution of the Order is postponed by the number of days the payment of the Order price is delayed.
  • All sums to be paid by the Buyer are deemed to have been duly paid to the Seller, if the corresponding amount has been received on the Seller’s bank account.
  • If the Buyer refuses to properly pay the amount due for the Product and/or Service, the Seller has the right to demand payment of the corresponding amount by the Buyer.
  • In addition to the provisions of clause 7.6, the Seller has the right to demand from the Buyer a late payment of 0.1% (zero point one percent) of the amount not paid on time for each day of delay.

8. HANDING OVER OF A PRODUCT AND/OR A SERVICE

• Handing over the product means making the Product available to the Buyer in the Seller’s warehouse, store, etc. If the Buyer and the Seller have agreed that the Product must be delivered to the Buyer by the Seller, the Seller undertakes to hand over the Product to the Buyer at the place where the Product will be transported according to the agreement between the Buyer and the Seller. Together with the Product, the Seller is obliged to hand over to the Buyer all documents belonging to the Product (furniture handling instructions, assembly instructions, warranty letter, etc.).
  • Acceptance of the Product is evidenced by the signature of the Buyer’s authorized representative on the Product delivery note, which indicates the Product’s name and quantity (number of packages). When receiving the product, the Buyer’s representative must prove his authority.
  • The Buyer is obliged to receive the Product and/or remove it from the Seller’s warehouse within 7 (seven) business days from the due date of the Order. If the Buyer has not taken the Product out of the warehouse or received it after eight days from the due date of the Order, the Buyer undertakes to pay the Seller a fine of 0.1% (zero point one percent) of the Order price for each day to cover the costs of keeping the Product in the warehouse.
  • If the Seller does not allow the Buyer to receive the Product within the specified time limit, the Buyer has the right to demand from the Seller a late payment of 0.1% (zero point one percent) of the Product price stated in the Price Offer for each day of delay.
  • If the Buyer and the Seller have also agreed on the installation of the Product by the Seller, the Buyer undertakes to ensure the creation of suitable conditions for the reception and installation of the Product (complete structural readiness of the premises, sufficient room temperature, dry rooms, free and safe access, possibility to use electricity and lighting).
  • Regarding the transfer of the service, the Seller and the Buyer draw up a transfer-acceptance deed. The handover-acceptance deed is formalized immediately after the Service is provided, and the Service is considered accepted by the Buyer from the moment it is signed.

9. TRANSFER OF RISKS

• The risk of accidental destruction and damage to the Product is transferred to the Buyer at the moment of handing over the Product in accordance with Clause 8.1 of the General Terms and Conditions. If the Buyer and the Seller have also agreed on the installation of the Product by the Seller, the risk of accidental destruction and damage to the Product is transferred to the Buyer upon signing the Service handover-acceptance deed. If the installation of the Product does not take place on the same day as the delivery of the Product, the Buyer is obliged to ensure that the Product delivered to the place agreed in the Order is kept in its original packaging until installation, and the risk of accidental destruction is borne by the Buyer.
  • If the Product is transported by the Buyer or a third party authorized by him, the risk of accidental destruction of the Product passes to the Buyer from the moment the Product is handed over to the Buyer for transport.

10. PROTECTION OF INTELLECTUAL PROPERTY

1. The documents handed over to the buyer (eg drawings, sketches, plans, etc.) are and remain the intellectual property of the Seller. They are not allowed to be copied or made available to third parties.

11. SOLVING ARGUMENTS

1. Disputes between the Buyer and the Seller will be resolved through negotiations between the Buyer and the Seller.
   1. If the dispute cannot be resolved through negotiations, the dispute will be resolved in the Harju County Court, except unless otherwise stipulated in the Agreement.