General conditions for the supply of products and services of Green Industry Services
- The scope of deliveries and/or services (hereinafter referred to as „Supplies“) shall be determined by the written declaration of both Parties. General Terms and conditions of the Purchaser shall be only if and when expressly accepted by Green Industry Services OÜ (hereinafter “GIS”) in writing.
- We herewith reserve any industrial property rights and/or copyrights pertaining to offers, drawings and other documents (hereinafter referred to as “Documents”). The documents shall not be accessible without the Supplier’s prior consent and shall, upon request, be returned to us without undue delay if the contract is not awarded. Sentences 1 and 2 shall apply correspondingly to documents of the purchaser; this may, however, be made available to third parties to which Green Industry Services has rightfully transferred Supplies.
- Partial deliveries shall be allowed, to the extent they are reasonable for the Buyer.
Prices and terms of payment
- Prices in general shall be ex works and exclude packaging; value added tax shall be added at the then applicable rate.
- Payments shall be directed cost-free to our bank account. Monetary claims are to be paid upon invoice with the time specified on the invoice. In case of default interest rate shall be applied for late payment.
- The Purchaser may set off only those claims that are updisputed or against which no legal recourse is possible.
Retention of title
- Items pertaining to the supplies shall remain our property until our each and every clain against the Purchaser on account of the Business connection has been fulfilled.
- For the duration of the retention of title, teh Purchaser may not pledge the retained goods o ruse them as Security, and resale shall be possible only for resellers in the ordinary course of their Business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfulling its obligation to effect payment.
- The purchaser shall inform Green Industry Services forthwith of any garnishment, seizure or other act of interference by third parties.
- Where the Purchaser fails to fulfil its duties, including failure to make payments due, Green Industry Services shall be entitled to cancel the contract and take back the retained goods in the case of a continued failure, following expiry of a reasonable time set by the Supplier; this statutory provision that a time limit is not needed remain unaffected. The Purchaser shall be obliged to surrender the Retained Item.
Deadlines for Supplies; Delay
- Deadlines set for Purchaser can only be met if all Documents to be provided by the Purchaser, the necessary permits and approvals, especially concerning plans, are received in time and if the agreed payment terms and other obligations of the Purchaser are fulfilled. If these conditions are not met in a timely manner, the established deadlines should be reasonably extended; this does not apply if Green Industry Services is responsible for the delay.
- If non-compliance with the deadlines is due to force majeure such as mobilization, war, terrorist attacks, insurgency or similar events, such as a strike or lockout, the time limits shall be extended accordingly.
- The Buyer’s claims for damages in connection with the delay in Deliveries, as well as claims for damages in return for the fulfilment of obligations, are excluded. This condition does not apply in cases of liability based on wilful acts, gross negligence or as a result of death, bodily harm or damage to health. Termination of the contract by the Purchaser by law is limited to cases where Green Industry Services is responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
- At the request of Green Industry Services, the Buyer, within a reasonable period of time, terminates the contract due to the delay in Deliveries, or insists on their delivery.
Transfer of the risk
- Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows: at the time when the Purchasers are shipped or picked up by the carrier. Upon the request of the Purchaser, Green Industry Services shall insure the supplies against the usual risks of transportation at the Purchaser’s expense.
- The risk shall pass to the Purchaser if dispatch or shipping is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Purchasers.
Receipt pf supplies
The Purchaser shall not refuse to receive Supplies on the basis of minor defects.
Defects as to quality
Green Industry Services will be liable for quality defects (hereinafter referred to as „Defects“) for a period of 12 months from the date of shipment or receipt of Shipments by the carrier as follows:
- All parts or services in which the Defect becomes apparent during the limitation period must, at the discretion of the Supplier, be repaired, replaced or provided again free of charge, taking into account the expired operating hours, provided that the cause of the Defect already existed at the time of transfer of risk.
- Claims for Defects are subject to a 12-month limitation period from the commencement of the limitation period. This provision does not apply in the event of harm to life or health, as well as in the case of wilful or gross failure to fulfil obligations or wilful concealment of a Defect. Applicable law regarding suspension, suspension and renewal of limitation periods remains in force.
- Purchaser’s notice of the Defect must be provided to Green Industry Services in writing without undue delay.
- In the event of claims for a Defect, the Buyer may withhold from payments an amount commensurate with the value of the Defect. The Buyer has no right to delay payments if his claim for a Defect has expired. Unreasonable notices of a Defect give Green Industry Services the right to claim reimbursement of its costs by the Buyer.
- Green Industry Services shall be given the opportunity to carry out additional work on the execution of the contract within a reasonable period.
- If such additional work on the execution of the contract is not possible, the Buyer has the right to terminate the contract or reduce the remuneration, regardless of any claims for damages that he may have in accordance with article 10.
- In cases of Defects expressed as slight deviations from the agreed quality, slight decrease in usability, natural wear and tear or damage arising after the transfer of risk as a result of improper or negligent handling, excessive stress, unsuitable equipment, non-observance of assembly instructions or special external influences not provided for contract, claims are not accepted. Claims based on Defects related to incorrect changes, installation / removal or repairs made by the Buyer or third parties, and their consequences are also excluded.
- The Buyer shall not be make a claim for costs incurred in the course of additional work on the execution of the contract, including the cost of travel, transportation, labour and materials.
- In addition, with respect to claims for compensation, the provisions of article 10 (Other claims for compensation for damage) apply. Any other claims of the Buyer against the Purchaser or its agents or any such claims in excess of the requirements provided for in art. 7, based on the Defect, are excluded.
Industrial property rights and copyright; Defects in title
- Unless otherwise agreed, the Supplier provides the Deliveries in the country of place of delivery without infringing any industrial property rights or copyrights of third parties. If a third party makes a valid claim against the Purchaser and used in accordance with the contract, the Buyer may terminate the contract or reduce the remuneration in accordance with the applicable statutory provisions.
- The Buyer’s claims are excluded if he is responsible for the violation of the delivery terms.
- The Buyer’s claims are also excluded if the violation of the delivery terms is caused by specifications made by the Purchaser, a type of use that the Purchaser did not foresee or purchasing that have been changed by the Buyer or are used in conjunction with goods not provided by the Purchaser.
- In the case of other violations of the ownership of Art. 8 applies according to changes.
- Any other claims of the Buyer against the Purchaser or its agents or any such claims in excess of the requirements provided for in art. 8, on the basis of a violation of property rights are excluded.
Impossibility of performance; adaptation of Contract
- If delivery is not possible, Green Industry Services and the Purchaser shall have the right to terminate the contract.
- In cases where events within the meaning of Art. 4 clause 2 significantly change the economic value or content of the Supplies or have a significant impact on the commercial activities of the Supplier, the contract shall be adapted taking into account the principles of reasonableness and good faith. In cases where this is not due to economic reasons, Green Industry Services has the right to terminate the contract. If the Supplier intends to exercise his right to terminate the contract, he shall notify the Buyer thereof without undue delay after assessing the consequences of the event; this provision also applies even if the extension of the delivery time has been previously agreed with the Purchaser.
Other claims for damages
- Any claims for damaged and reimbursement of expenses the Purchaser may have (hereinafter referred to as „Damage claims“), based on whatever legal reason, including infringement of duties arising in connection with the contract or tort, shall be excluded.
- The above shall not apply in the case of mandatory obligation under the Estonian law. However, claims for damages resulting from a breach of a fundamental contractual clause are limited to the alleged contractual damage, unless such damage is caused by intent or gross negligence or is based on liability for injury to life or health. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.
- To the extent that the Purchaser has a valid claim for damages in accordance with Article 10, it shall be time-barred upon expiration of the limitation period applicable to Defects in accordance with Article 8, paragraph 2.
Venue and applicable law
- Sole venue for all disputes arising directly or indirectly out of the contract shall be place of business of Green Industry Services. However, we may also bring an action at the Purchaser’s place of the.
- This agreement and its interpretation are governed by Estonian substantive law.
The legal invalidity of one or more provisions of this contract shall in no way affect the validity of remaining provisions. This provision shall not apply if continuing the contract would represent an unreasonable hardship for one of the parties.