General conditions of sale for business customers

General conditions of sale for business customers

Effective from 2022-03-01

1. Scope of application

1.1 These general conditions of sale for business customers (the „General Conditions”) apply to any sales contract (the „Contract”) under which Auroom OÜ (the „Seller”) sells its goods (the „Products“) to a buyer (the „Buyer“) acting in a commercial or professional capacity, irrespective of the manner in which the Contract is concluded and irrespective of the Products covered by the Contract. By placing an order or concluding a Contract, the Buyer confirms that he undertakes to comply fully and unconditionally with the General Conditions. Any other or additional terms and conditions, including the Buyer’s general conditions, shall apply to the Contract only if separately agreed in writing by the Seller and the Buyer (the „Parties”) in each individual case.

1.2 If the Buyer is a natural person acting outside his/her economic or professional capacity (a consumer), the Parties may, by mutual agreement, apply these General Conditions to the Contract to the extent that this does not prejudice the consumer’s statutory rights.

2. Products

2.1 Products. Products include (a) various types of saunas, including infrared saunas, steam saunas, traditional saunas, barrel saunas, and sauna accessories, including prefabricated stage modules, sauna doors, panel coverings, headboards, special shaped parts, and (b) all other Products manufactured by or on behalf of the Seller and sold to Buyers. The Products are either the products sold ordinarily (the „Standard Products”) or Products specially manufactured for the particular Buyer, including custom-made saunas, products having a special profile, etc. (the „Custom Products”).

2.2 Product catalogue. A list of the Standard Products manufactured and sold by the Seller is set out on the Seller’s website, in a price list and/or in a product catalogue made available to the Buyer on Seller’s initiative or at Buyer’s request (the „Catalogue”). The Seller reserves the right to modify the range of Products from time to time at its sole discretion. When placing an order, the Buyer shall refer to the list of Products currently in force.

2.3 Quality and completeness. The Seller warrants that the quality of the Products complies with the Seller’s quality standards in force at the time of the conclusion of the Contract and that the Products comply with their specifications in force at the time of the conclusion of the Contract.

3. Ordering

3.1 Standard Products. The Buyer can place an order for the Standard Products by e-mail. In the order, the Buyer must indicate the desired delivery destination of the Products and the preferred delivery time.

3.2 Custom Products. To buy a Custom Product, the Buyer must ask the Seller for a quotation by e-mail. The quotation issued by the Seller shall be valid for thirty (30) calendar days, unless otherwise stated therein. The Buyer shall place an order for the Custom Products by confirming its acceptance of the quotation to the Seller by e-mail.

3.3 Confirmation of orders. The Contract is deemed to be concluded when the Seller has confirmed the order. The Seller confirms the order or refuses to confirm it within seven (7) calendar days. In the order confirmation, the Seller specifies the terms and conditions of delivery of the goods. If the order confirmation contains changes or additional terms compared to the order or the quotation, the Contract shall be deemed to have been concluded unless the Buyer notifies the Seller within five (5) calendar days of receipt of the order confirmation that he does not accept the changed or additional terms proposed by the Seller.

4. Prices and payment procedures

4.1 Prices. Prices for the Standard Products are based on the price list in force at the time of the conclusion of the Contract. Price lists are market-based and prices may vary from country to country, territory to territory or type of customer. The Seller reserves the right to change prices at any time at its sole discretion. If a price list has been previously communicated to the Buyer, the Seller undertakes to inform the Buyer of any price changes at least one (1) month in advance. The prices of Custom Products shall be set out in the quotation issued by the Seller. Unless otherwise stated in the price list or quotation, the prices shall include the packing costs of the Products to be delivered, but shall exclude transport and insurance costs, value added tax, customs duties and any other costs of customs clearance.

4.2 Payment terms. Payment for Products must be made either in advance or within the agreed period. In the case of Custom Products whose price exceeds 10 000 € (ten thousand euros), the Buyer is obliged to pay 50% of the price before the start of manufacturing of the Products and the balance of the purchase price shall be paid when the Products are ready for transport but before loading, unless otherwise agreed in advance by the Parties. Payments must be made by bank transfer to the bank account indicated by the Seller. Bank charges shall be borne by the Buyer. Payment shall be deemed to have been made when the corresponding amount has been credited to the Seller’s bank account.

4.3 Delay in payment. If the Buyer fails to make any payment on time, the Seller is entitled to charge interest on late payment at the rate of 0.1% of the outstanding amount for each calendar day of delay. If the Buyer fails to pay on time and is more than 7 days overdue, the Seller has the right to suspend or cancel the order.

4.4 Unilateral deductions. The Buyer may not make any unilateral deductions from the amounts shown on the invoice or set off any claim of the Seller against any claim of its own without the Seller’s prior written consent.

4.5 The order in which financial commitments are met. Unless otherwise agreed by the Parties in respect of a particular payment or set-off, all payments made in discharge of pecuniary obligations shall be deemed to have been made first in respect of the costs of collection of the debt, then in respect of any other costs to be recovered, then in respect of default interest and Contractual penalties which have already become payable, and finally in respect of the principal obligation.

5. Delivery

5.1 Delivery clauses. Unless otherwise stated in the price list, the quotation, or the order confirmation, or unless otherwise agreed by the Parties at least in a form that can be reproduced in writing, the Products shall be delivered under the terms of the Incoterms® 2020 delivery clause FCA from the Seller’s Production facility located in Kastre county, Estonia.

5.2 Time of delivery. Normal delivery times for Products are set out in the price list or quotation. The delivery time for a specific order will be specified by the Seller in the order confirmation. The delivery period starts on the day the Seller confirms the Buyer’s order, but not before the Seller receives the required advance payment. In the case of Custom Products, the delivery period shall not begin until all technical questions relating to the manufacture of the Products or the performance of the order have been settled between the Parties. If any subsequent changes by the Buyer to the relevant information or documentation cause a delay in the manufacture of the Products, the delivery time shall be extended by the corresponding period.

5.3 Exact time of delivery. If the Parties agree that the Seller will arrange for the transport of the Products, the Seller will notify the Buyer of the exact time of delivery of the Products with reasonable advance notice.

5.4 Taking delivery. The Buyer must take delivery of the Products at the time and place specified in accordance with these General Conditions. If the Buyer refuses to take delivery or delays taking delivery, the Seller is entitled to a contractual penalty of 0.1% of the price of the corresponding Products per day. The Buyer shall reimburse the Seller, at the Seller’s request, for all costs and losses incurred by the Seller as a result of the Buyer’s failure to take delivery on time, including the costs of storage and insurance.

6. Reservation of ownership

Ownership of the Products remains with the Seller until full payment of the purchase price. During this period, the Buyer may resell the Products only if it is acting as an authorised reseller of the Seller and only in the ordinary course of his business to a bona fide Buyer.

7. Inspection and reporting of non-compliance

7.1 Inspection. The Buyer must immediately inspect or have inspected the Products delivered. The inspection must include checking the quantity and quality of the Products and their conformity with the accompanying documents. The Buyer must also ensure that there is no external damage to the Products or their packaging.

7.2 Notification of non-compliance. In the event that the Products delivered do not conform to the nomenclature, quantity or quality stated in the order, or if the Products or their packaging are damaged, the Buyer must (a) exclude the use of the Product or supply of the Products to the Buyer’s customers, (b) take all reasonable steps to prevent further damage, and (c) notify the Seller immediately, but in no event later than seven (7) calendar days after the date on which the Seller discovers or should have discovered the non-conformity. The Buyer must describe the nonconformity and, if possible, provide photographs or other evidence.

7.2 Notification of non-compliance. In the event that the Products delivered do not conform to the nomenclature, quantity or quality stated in the order, or if the Products or their packaging are damaged, the Buyer must (a) exclude the use of the Product or supply of the Products to the Buyer’s customers, (b) take all reasonable steps to prevent further damage, and (c) notify the Seller immediately, but in no event later than seven (7) calendar days after the date on which the Seller discovers or should have discovered the non-conformity. The Buyer must describe the nonconformity and, if possible, provide photographs or other evidence.

8. Complaint resolution

8.1 Buyer’s complaints. If the Buyer has notified the Seller of the non-compliance of the Products supplied in accordance with the provisions of Section 7, the Seller undertakes, at its sole discretion, either (a) to remedy the non-conformity, (b) to refund to the Buyer the purchase price paid for the Products ordered but not delivered, or (c) to reimburse the Buyer for the costs incurred by the Buyer in remedying the non-conformity and agreed with the Seller in advance.

8.2 Buyer’s customers’ complaints. All complaints relating to the Products received by the Buyer from persons to whom the Buyer has resold the Products shall be settled by the Buyer. If the complaint relates to a defect for which the Seller is responsible, the Buyer must notify the Seller of the complaint within seven (7) calendar days of receipt of the complaint. Such complaints shall be settled by separate agreement between the Buyer and the Seller, taking into account, inter alia, the terms of any warranty (see Section Error! Reference source not found.). The Seller will reimburse any additional costs incurred by the Buyer or its customer (including transport costs) only if agreed by the Parties prior to the incurrence of such costs. If the Buyer’s customer complains directly to the Seller, the Seller has the right, at his discretion, either to forward the complaint to the Buyer, to refer the Buyer’s customer to the Buyer or to settle the complaint independently.

8.3 Exclusions of liability. The Seller shall not be liable for any non-conformity of the goods with the Contract caused by their installation or reworking without following the installation or reworking instructions communicated or made available by the Seller to the Buyer. The Seller shall be relieved of liability for any defect in the Product if the Buyer or the Buyer’s customer starts or continues to install or rework the defective Product before receiving a response and further instructions from the Seller or allows any third Party to do so.

9. Warranty

9.1 Seller’s warranty. The Seller warrants the Products in accordance with the terms of its standard warranty at the time of the conclusion of the Contract. These conditions may vary from one type of Product to another. Please contact the Seller for more details.

9.2 Buyer’s warranties. If the Buyer, when selling the Products, advises its customers and/or offers or arranges for the installation and/or maintenance of the Products to its customers, the Buyer shall be fully liable to its customers for the information and services it provides. Buyer may give any warranties and representations to its customers only on its own behalf. The Seller shall not be liable to the Buyer’s customers for any representations or warranties given to them by the Buyer. The Buyer shall indemnify the Seller against all loss or damage, including loss of profit and non-pecuniary loss or damage, suffered by the Seller as a result of the Buyer’s breach of its obligations under this clause.

10. Confidentiality

10.1 “Confidential Information” means any non-public information disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”) or otherwise made known to the Recipient in the course of the precontractual negotiations and/or performance of the Contract. Confidential Information includes, in particular, product information, prices and order terms.

10.2 The Recipient will use the Confidential Information only for the preparation of the Contract, the performance of its obligations under the Contract or applicable law, or to substantiate its claims in a legal dispute with the Discloser (all together the “Purposes”). Without the prior written consent of the Disclosing Party, the Recipient may disclose Confidential Information only to persons used in its commercial or professional activities who have a need-to-know arising from the Purposes, or for the performance of its legal obligations. The obligation of confidentiality shall not apply to information which a Party can prove to have originated from itself or to have received from a third Party without having been aware of the breach of the obligation of confidentiality or without having had a reasonable expectation that it would be exposed to such a breach.

11. Intellectual property and product information

11.1 Seller’s intellectual property rights. The Seller does not assign or license to the Buyer any intellectual property rights owned by or licensed to the Seller, including patents, utility models, registered and unregistered designs or trademarks, applications for registration of any of the foregoing or rights to apply for registration of any of the foregoing, copyrights, trade secrets, know-how, or rights to trade names or domain names.

11.2 Creative works. Unless otherwise expressly agreed by the Parties on a case-by-case basis, all drawings, designs, architectural design documents and other creative works, documents and data created by Seller for Buyer or at Buyer’s request (“Creative Works”) shall remain the exclusive property of Seller and Seller shall be entitled to use the Creative Works in its business, manufacturing, and marketing activities.

11.3 Photographs and other recordings. Unless expressly agreed by the Parties in each individual case, the Seller has the right to take photographs and other recordings of the Products before, during and after installation, or to request the Buyer to provide such photographs and other recordings. The Seller shall be entitled to use such photographs and other recordings for marketing purposes.

11.4 Use of product information. Buyer may not, without Seller’s prior written permission, publicly use photographs, plans, manuals or other product information provided by Seller, unless such use is reasonably necessary for the legitimate resale of the Products.

11.5 Promotional materials. Buyer may use any promotional material received from Seller only for the purpose of marketing the Products offered by Seller.

12. Data protection

12.1 The Agreement does not oblige or authorise either Party to process, on behalf of the other Party, any data that can be used to identify natural persons (“Personal Data”). Neither the conclusion nor the performance of the Agreement shall give rise to a controller/processor relationship within the meaning of the EU General Data Protection Regulation 2016/679 (GDPR) between the Parties.

12.2 A Party may process the Personal Data of members of the other Party’s management bodies, employees, Contractors, Contractors’ and consultants to the extent necessary for the Purposes set out in Section 10.2, while ensuring compliance with all legal requirements and the Party’s own organisational requirements and treating such Personal Data as Confidential Information in the meaning set out in Section 10.1.

13. Limitation of liability and force majeure

13.1 Without limiting the liability of either Party for loss or damage caused intentionally or by gross negligence, the contractual liability of either Party to the other Party is limited to (a) the liability for direct pecuniary loss caused by the breach of the Contract and (b) the total amount paid or payable under the Contract, exclusive of any interest for late payment provided for in the Contract.

13.2 A Party’s failure to perform or delay in performing any obligation under the Agreement is excusable if and to the extent caused by force majeure, provided that the affected Party (a) takes all reasonably practicable steps to minimize the damage to the other Party and (b) notifies the other Party of such fact at the earliest reasonable opportunity. Force majeure is a circumstance beyond the control of the debtor and which the debtor could not reasonably be expected to take into account or to avoid at the time of entering into the Contract or the non-contractual obligation, or to overcome the impediment or its consequence. Force majeure does not include strikes by one Party’s employees or omissions by one Party’s subcontractors or other business partners.

14. Final provisions

14.1 No waiver. Failure or delay by a Party to exercise any right under the Contract shall not be deemed a waiver of that or any other right, nor shall the exercise of any right in whole or in part preclude the further exercise of that right.

14.2 Entire agreement. The Contract contains all of its terms and conditions and supersedes all prior agreements, understandings and understandings between the Parties relating to the subject matter of the Contract. The Annexes listed in the Contract and the applicable amendments to the Contract shall be deemed to be integral parts of the Contract.

14.3 Invalidity of a condition. If any term of the Contract is found to be invalid or unenforceable, the remainder of the Contract will remain valid and enforceable, and the Parties will make a good faith and reasonable attempt to replace that term with a valid and enforceable term.

14.4 Notices. Notices provided for in or relating to the Contract shall be given in a form that can be reproduced in writing in Estonian or in another language agreed between the Parties, unless a different form is provided for in the Contract or by law. Notices sent to the e-mail addresses of the Parties or their contact persons specified in the Contract or its Annex shall be deemed to have been received on the working day following the day on which they were sent. The contact details of a Party and its contact persons shall be deemed to be valid unless that Party has notified the other Party of any change.

14.5 Amendments. Any amendments to the Contract shall enter into force upon signature by the authorised representatives of both Parties, unless the Parties have agreed on a different date of entry into force.

14.6 Transfer of contract. A Party may transfer its rights and obligations under the Contract, in whole or in part, to a third Party only with the prior written consent of the other Party. Consent shall not be required in the case of an assignment of all or part of a pecuniary claim.

14.7 Applicable law. The Contract shall be governed by the laws in force in the Republic of Estonia, without regard to its conflict of laws rules. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

14.8 Dispute resolution. The Parties will try to resolve their disagreements through bona fide negotiations. In the event of failure to reach an agreement, the dispute shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry on the basis of the rules of summary procedure in its rules. The place of arbitration shall be Tallinn and the language shall be Estonian or, at the request of either Party, English.