Conditions and terms of sale

    1. Nature of the Conditions and Terms of Sale
      1.1 EcoBox OÜ (hereinafter referred to as the Seller) sells and the Buyer buys products and services (hereinafter referred to as the Goods) in accordance with the procedure and conditions provided for in the conditions of sale (hereinafter referred to as the Conditions and Terms of Sale). Conditions and Terms of Sale apply to the written and oral agreements between the parties unless otherwise agreed by the parties.
      1.2 Upon conflict between the offer made by the Seller (i.e. special conditions of the contract) and these Conditions and Terms of Sale, the provisions of the offer approved by the Buyer shall take precedence over these Conditions and Terms of Sale.
    2. Entry into contract
      2.1 On the basis of the data provided by the Buyer, the Seller shall draw up an offer for the Buyer in a format which can be reproduced in writing. The Seller’s offer shall be valid within a term specified therein, or if no term has been specified, within thirty (30) days from the date of the offer.
      2.2 The contract shall be deemed to have been entered into and the obligation of the Seller to produce, sell and hand over the Goods shall arise when the Buyer has approved the offer. The Buyer undertakes to approve an offer by submitting a written acceptance or in a format which can be reproduced in writing.
      2.3 Each offer approved by the Buyer shall be deemed to be an independent contract. Should the Buyer wish to make changes in the quantity or items of the Goods or in other terms and conditions, the initial contract shall be deemed to have been amended only in case it has been explicitly agreed to replace the previous offer, in part or in full, with a new offer. The Buyer undertakes to compensate the Seller for the costs of amending the contract.
    3. Delivery of Goods
      3.1 The Seller undertakes to hand the Goods over to the Buyer on the last day of the delivery date at the latest. The Seller shall inform the Buyer when the Goods are ready to be handed over.
      3.2 Handing over of the goods will take place in accordance with the conditions specified in the offer, or, if no conditions have been set out in the offer, handing over will take place by making the Goods available at the location of the Seller. The Goods shall be packaged into a traditional packaging, unless a separate arrangement has been made on that.
      3.3 The Buyer shall submit to the Seller a list of persons authorised to take delivery of the Goods, whereas the Buyer undertakes to inform the Seller immediately of any changes in the list of authorised representatives and shall bear the risks associated with delays in informing or failures to inform. The parties have agreed that the list referred to is not exhaustive and the authorised representatives of the Buyer shall be deemed to include, inter alia, the persons who have at least once taken delivery of the Goods on behalf of the Buyer and the invoiced amount for those has been paid to the Seller by the Buyer. It is also presumed that a person taking delivery of the Goods at the place of delivery indicated in the offer is authorised, whereas this person could not only be the Buyer’s employee, but also the employee of the Buyer’s partner (carrier), contracting authority or subcontractor.
      3.4 Upon any impediments (including, but not limited to, the activity or failure to act, etc. by the Seller’s partners or the Buyer) which the Seller is not responsible for and which impede timely fulfilment of an order by the Seller, the Seller, for abovementioned reasons, is not liable for delays in handing over the Goods, and the deadline for handing over the Goods will extend by the number of days the activity of the Seller was hindered for the abovementioned reasons. The Seller shall immediately inform the Buyer of the extension of the delivery deadline, whereas the notice to that effect shall state the reason for extending the deadline as well as the new deadline for the delivery of the Goods.
      3.5 The Goods shall be handed over to the Buyer with a delivery note.
      3.6 Unless otherwise agreed in the approved offer, the Buyer is obliged to take delivery of the Goods at the latest within fourteen (14) days from the Seller’s notice that the Goods are ready to be handed over. If the Buyer does not take delivery of the Goods within the specified time, the Goods shall, however, be deemed to have been handed over to the Buyer as from the day following the deadline and thereby the risk of accidental loss and damage of the Goods shall be deemed to have transferred to the Buyer, and the term for notifying of the lack of conformity of the Goods starts to run and also arises the obligation of the Buyer to pay for the Goods. In addition to the above, the parties agree that if the Buyer fails to take delivery of the Goods within a term specified in the contract, the Seller shall be entitled to require compensation for resulting material damage from the Buyer and/or contractual penalty for covering the costs for storage in the amount of 0,05% of the price of the Goods not taken proper delivery of for each day until the transfer of the direct possession of the Goods.
      3.7 The Buyer is entitled to refuse to take delivery of the Goods and withdraw from an order of the Goods by submitting a corresponding written request to the Seller, if handing over of the ordered Goods have delayed, due to circumstances caused by the Seller, for more than thirty (30) days from the delivery date specified in the approved offer.
    4. The Buyer’s obligation to examine the Goods. The quality of the Goods and remedy of non-conformity
      4.1 The Buyer undertakes to immediately examine the Goods upon receipt.
      4.2 Notations on quantity, quality of the Goods and/or damage to the Goods resulting from transportation should be immediately entered on a delivery note. Upon failure to enter the notations on a delivery note, the Buyer loses the right to rely on defects found during visual examination and it is presumed that the defects have been caused by inappropriate handling of the Goods by the Buyer.
      4.3 The Buyer undertakes to carry out full examination of the Goods within two (2) working days from handing over of the Goods. The Buyer is obliged to inform the Seller of any hidden defects the Seller is liable for within fourteen (14) days from becoming aware of non-conformity, but in any case no later than sixty (60) days from handing over the Goods. The notification shall be sent in a format which can be reproduced in writing. The notification shall include information on the offer and the Goods, as detailed description of the defect as possible, and the photos demonstrating the defect. The Buyer undertakes to allow the examination of the defective Goods by the Seller.
      4.4 The Seller is obliged to form an opinion on the defect of the Goods within fourteen (14) days from the receipt of the Buyer’s notification. Upon a dispute between the parties whether the Seller is liable for a defect of the Goods, the Buyer is entitled to request that an independent expert be involved. In case an independent expert finds that the Seller is liable for the defect of the Goods, the costs related to the expert’s work shall be covered by the Seller, otherwise by the Buyer.
      4.5 In case the Seller is liable for non-conformity of the Goods, it is the Sellers obligation to, at his discretion, either remedy the non-conformity of the Goods within a reasonable time or compensate the Buyer for the damages caused by the breach of contract.
      4.6 The Seller is entitled to request that the Buyer should transfer the ownership and possession of the non-conforming Goods to the Seller.
      4.7 In addition to other grounds provided by the law and the contract, the Seller is not liable for non-conformity of the Goods or the damage caused to the Buyer by this, if:
      4.7.1 Non-conformity arises after the risk of accidental loss or damage has transferred to the Buyer;
      4.7.2 Non-conformity of the Goods is caused by inappropriate handling or abnormal use of the Goods;
      4.7.3 Non-conformity of the Goods is caused by some other circumstance than manufacturing defect, including any external effect or third person (such as mechanical damage, chemical substances, other environmental problems, etc.) or the event caused by force majeure or the circumstance resulting from the Buyer or the person related to the Buyer;
      4.7.4 The Buyer has not followed the procedure for notifying of non-conformity of the Goods specified in the contract, including the deadline, or has not allowed the Seller to examine the defective Goods;
      4.7.5 The Buyer has not duly paid to the Seller for the Goods;
      4.7.6 The Buyer could reasonably have avoided or reduced non-conformity of the Goods and the resulting damage.
    5. Price of Goods and conditions of payment
      5.1 Price of goods and the deadlines for payment shall be specified in the offer. Price of goods shall be shown in the offer taking into account specific amounts and conditions, and it does not automatically extend to further or new orders.
      5.2 The Seller shall send the Buyer an invoice by electronic means or, at the Buyer’s request, a paper invoice by mail. The invoice shall be deemed to have been received by the Buyer not later than three (3) days from the date of issuance by the Seller.
      5.3 Upon delays in performing any monetary obligations set out in the contract the Seller is entitled to request an interest of 0,05% on the outstanding amount for each delayed day.
      5.4 When making the payments, regardless of the explanations on the payment order, contractual penalties will be deemed to have been paid first, then interests, then costs related to the recovery of debts, and then outstanding debt for the Goods.
    6. Liability of the Seller
      6.1 The Seller is liable for non-performance of a contractual obligation if its non-performance is wrongful.
      6.2 Upon non-performance of the contract, the Seller is liable only for direct material damage suffered by the Buyer and to the extent that can be certified by documents. The Buyer shall not be compensated for loss of profit, any non-patrimonial damage, and indirect damage (including damage resulting from disruption to economic activity of the Buyer or as a result of losing opportunity to conclude a contract or to gain a benefit, damage to third parties, etc.) by the Seller.
      6.3 The limitation period for any contractual claims by the Buyer against the Seller regarding any order of the Goods is six (6) months from the date of handing over the Goods to the Buyer.
      6.4 The Seller’s total liability (i.e. the total of the Buyer’s claims) in relation to each order of the Buyer is limited to the amount equal to the selling price paid by the Buyer for each particular order.
      6.5 The limitations regarding liability set out in the contract are not applicable if the Seller intentionally fails to perform a contractual obligation.
    7. Intellectual property
      7.1 In case the Buyer’s order is based on specific requests of the Buyer, inter alia regarding packaging design, or textual elements, trademarks, illustrations, figures etc. used in design, the Buyer undertakes to ensure and assume responsibility that by complying these specific requests the intellectual property rights and any other rights of a third person are not violated, and the Seller is not obliged to check the given circumstances itself. In case a third person files any claim against the Seller in relation to manufacturing of the Goods following specific requests of the Buyer (including violation of intellectual property rights), the Buyer undertakes to immediately take all necessary measures on its own account to protect the Seller from such claims; the Buyer is also obliged to compensate the Seller for all the expenses resulting from such claims, including costs for legal assistance and other losses.
      7.2 An offer drawn up by the Seller and the figures, photos, models and sample products forming part of or attached to the offer are an intellectual property of the Seller and its contractual partners. Without a prior written consent from the Seller, the Buyer has no right to copy the above, to forward it to a third person or use it for any other purpose than considering the offer of the Seller for giving acceptance.
      7.3 Unless explicitly agreed otherwise by the parties, all the intellectual property rights related to the Goods created by the Seller and/or its contractual partners (including the rights to the design, etc.) remain to the Seller and/or its contractual partners, and the Seller shall not give the Buyer any intellectual property rights related to the Goods under the contract other than the right of disposal and use of the Goods to be handed over.
    8. Communication of notices
      8.1 All offers, acceptances, requests, notifications and other relevant information (hereinafter referred to as the Notices) shall be communicated to the other party in a format which can be reproduced in writing using the contact details submitted to the Seller or commercial register by the party. The persons listed in the offer and in the acceptance of offer shall be regarded as authorised representatives of the parties.
      8.2 A written notice is deemed to have been duly delivered if the notice has been handed over to the representative of the other party against the signature or sent to the registered office of the other party via mail and three (3) working days have passed from handing the notice over to the post office. A notice sent to an e-mail address is deemed to have been delivered if it has been sent to the e-mail address submitted by the party and one (1) working day has passed since sending the notice.
      8.3 In urgent matters it is allowed to communicate oral notices, including via phone. Communication of oral notices shall be confirmed by an e-mail within two (2) working days at the latest.
      8.4 A Party is obliged to immediately inform the other Party of any changes in its contact details. The contact details shall be deemed to have changed upon receipt of such notice.
    9. Other conditions
      9.1 This contract shall be subject to Estonian laws. United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
      9.2 The parties shall strive to resolve all contractual disputes by negotiations. If those negotiations fail, the disputes shall be resolved in the court of the registered office of the Seller.