Approved on: 28.01.2020.
1. SCOPE OF THE TERMS
General terms (hereinafter - the Terms) of the Sales agreement (hereinafter - the Agreement) govern the general terms and conditions of purchase transaction between SIA ''ESELO” (hereinafter - ESELO) as a seller and any ESELO client (hereinafter - the Client) as a purchaser.
ESELO and the Client (hereinafter jointly - the Parties) in addition to these Terms can agree on specific conditions of cooperation (hereinafter - the Special Terms), which contains distinct provisions provided by ESELO and approved by the Client.
The Terms and the Special Conditions are an integral part of the Agreement. All documents developed on the basis of the Terms and Special Conditions are considered to be integral part of the Agreement.
ESELO has the right to make amendments in the Terms or supplement them, by informing about it the client electronically at the e-mail address indicated in the Special Conditions. The up-to-date version of the Terms is available on the ESELO’s webpage www.eselo.lv and is legally binding to the Parties without signing.
New edition of Terms comes into force starting from the next month following the day of publication of new Terms on the ESELO’s website and issuance of the relevant notice on the new version to the Client. Until the entry into force of the Terms, the legal relationship between the Parties arising from the Agreement shall be governed by the previous version of the Terms.
2. AGREEMENT ON THE SPECIAL TERMS
2.1. In order agree on specific additional provisions, the Client sends a request (hereinafter - the Request) to the ESELO on the electronic address: firstname.lastname@example.org for the preparation of the Special Conditions and conclusion of the Agreement. Upon receiving the Request, ESELO can request from the Client the necessary information for the preparation of the Special Conditions.
2.2. ESELO prepares a Special Terms' offer for a particular period of time or for the particular Client’s order, on the basis of the Request and information provided by the Client.
2.3. In the case Special Terms are prepared the Agreement comes into force as of the moment when the authorised representatives of the Parties have signed the Special Conditions. Upon coming into force of the Agreement the Client makes the order(s), in accordance with the procedure described in the Terms.
2.4. If the Parties do not agree on a Special Terms, the relationship between the Parties is governed solely by these Terms, as well as the legislation of the Republic of Latvia.
3.1. The Client orders goods by submitting to the ESELO a written order (hereinafter - the Order), specifying goods, their quantity, place of delivery (if not indicated then delivery take place in ESELO’s central warehouse Maleju street 1a, Riga).
3.2. Not later than the next the day of the receipt of the Order, ESELO approve the registration or reject the Order, if the Order cannot be executed, without indication of the decision.
3.3. If, taking into consideration the content and the value of the Order, ESELO can provide to the Client more favourable prices, a respective ESELO commercial offer (hereinafter –the Commercial Offer) is sent to the Client on the next working day following the registration of the Order or other agreed period. Unless provided otherwise in the Commercial Offer, it is valid for 30 calendar days from the day it is sent. In this case the Order is deemed as settled on the day, when the Client accepts the Commercial Offer.
3.4. If it is not possible to make a Commercial Offer within the Order, the Order is formalised by applying prices provided in the ESELO catalogues, available on ESELO webpage.
3.5. Performance of the Order is binding on the ESELO from the day when the Client’s Order is registered and/or conformation of the Commercial Offer is received.
3.6. If the accepted Order cannot be technically implemented and fulfilled, ESELO will inform the Client of it immediately. Performance of such Order is not binding on the ESELO and the Client cannot request its fulfilment.
3.7. After making of the Order the Client does not have the right to refuse purchase of the goods, unless a mutual agreement of the Parties on cancellation of the Order is reached.
3.8. If the Order contains goods that are not readily available at the ESELO warehouse, ESELO, confirming the Order, has right to define different end delivery term for such goods, as well as provide for the Client the obligation to make full or partial prepayment of such Order.
3.9. If the Client 1) refuses to from the Order after registration of the Order, which is approved in accordance with the Clause 3.5 of the Terms, or 2) does not take goods within 3 calendar weeks from the ESELO notice regarding arrival of the goods at the ESELO warehouse, ESELO does not return received prepayment from the Client. In case the Client has not made a prepayment, ESELO has the right to request a compensation for losses in amount of 20% of the Order's amount, wherein it is considered that these losses have been incurred and ESELO is released from the obligation to prove the existence of losses and its calculation.
4.1. For the purposes of the Agreement, including both, General and Special terms, confidential and non-disclosable information to the 3rd parties is: any information and data available for the Client of confidential nature (including content of the Client's order or ESELO Commercial offer), and any other information identified as confidential.
4.2. In case of a breach or partial fulfilment of the obligations of confidentiality, the Client pays ESELO a contractual penalty in the amount of 2000 (two thousand) EUR and indemnifies damages caused by such breach to ESELO within 14 (fourteen) days after receipt of a grounded notification from ESELO on the breach of the confidentiality obligation. Payment of the contractual penalty does not relieve from the fulfilment of obligations under the Agreement.
4.3. The confidentiality terms are in force for the duration of the Agreement and one year after its termination irrespective of the reason.
5. PRODUCTS’ PRICES
5.1. Prices of the goods offered by ESELO are provided in catalogues available at ESELO webpage www.eselo.lv.
5.2. Taking into consideration the contents and the value/quantity of goods in the Client's Order, ESELO is entitled to express a Commercial Offer with prices differing from the ones provided in the catalogue. However, the prices provided in such Commercial Offer are applicable only to the products provided in it (the specifications and quantity) and are only binding, if the Client has accepted it within the term provided by ESELO.
5.3. If ESELO does not provide a special Commercial Offer the prices provided in the catalogue valid on the day when the Client's Order is made shall apply.
5.4. ESELO has the right to make changes in the prices provided in the catalogues at any time, as well as any other changes in the catalogues in relation to the information about goods. The changes do not apply to already approved Orders.
6. TERMS OF DELIVERY
6.1. Unless provided otherwise in the approved Offer, delivery of the Order is made in accordance with the routes developed my ESELO (available on ESELO webpage) and the time for delivery starts running in accordance with the provisions of the Clause 3.5 of these Terms.
6.2. Orders which amount exceeds EUR 200 (two hundred euro) excluding value added tax (VAT), in the territory of Latvia are delivered free of charge. Parties agree separately on the price for the delivery of the Orders in amount lower than the aforementioned one, considering expected place, time of delivery, and content of the Order.
6.3. If the Parties have agreed that the Client will receive ordered goods from ESELO warehouse, the Client takes them within the term provided in the Order, or, if it is not specified, within 3 (three) weeks after receiving the ESELO notice regarding arrival of the goods at the ESELO warehouse.
6.3.1. If this term of receipt of the Order is not observed, ESELO is entitled to charge the costs of keeping the Order in the warehouse for each such day of delay – EUR 0,25 (twenty-five euro cents) for each occupied square meter of the warehouse.
6.3.2. If the Client hinders receipt of the Order at least 3 (three) weeks, in addition to paragraph 3.9., ESELO has the right to apply a contractual penalty in amount of 20% of the Order's amount and to dispose of the Order at its discretion, including rights to dispose the Order or goods to third parties for free price and to request from the Client the difference between purchase price of goods specified in the Order and amount obtained in result of disposal.
6.4. ESELO may unilaterally suspend the delivery of any Order, if the Client has not fully paid the agreed delivery prepayment amount stated in the Special Conditions, or, if the Client is late on paying invoices issued by ESELO, or the credit limit provided to the Client in the Special Conditions has been exceeded or can be exceeded as a result of the delivery of the Order. ESELO has unilateral rights to set off any payments from the Client to firstly cover any sums outstanding and unpaid by the Client and only then use the funds for payment of the Order.
6.5. , Parties agree on the delivery terms separately in case of executing a non-standard Order, where the length of the cargo to be delivered exceeds 6 m, or in case of delivery of heavy cargos, when special unloading equipment is required, or in case of measuring long cables.
6.6. In cases when for the fulfilment of the Order the loading or unloading of goods requires special equipment, ESELO such costs are added to the price of the Order.
6.7. ESELO and the client must inform the other Party immediately about the possibility that the delivery/receipt of the goods could be delayed, as well to inform about the reasons for the delay and the new delivery/receipt date.
6.8. Delay in the planned delivery, if notified to the Client does not give the right to the Client to bring claims against ESELO nor to revoke the Order.
6.9. Where Parties have not agreed on terms of delivery, delivery is made to the warehouse determined by ESELO.
7. ACCEPTANCE AND VERIFICATION OF THE GOODS
7.1. The delivery and acceptance of the supplied goods is formalised by mutual signing a bill of lading.
7.2. The Client in the Order indicates a person that is entitled to accept the goods, at the address indicated by the Client or at the ESELO warehouse, and sign the documents on receipt of the goods. If a specific person, entitled to accept the goods, is not indicated in the Order, ESELO is entitled to submit the goods to any Client's representative without requiring to provide approval for a special authorisation.
7.3. Upon receipt of the goods the Client immediately carefully examines, whether the goods, their quantity, equipment and labelling are in accordance with the bill of lading, and whether goods (the packaging) don't have a visual defects.
7.4. By signing the invoice for the goods, the Client confirms the compliance of the goods with the provisions of the Clause 7.3 of the Terms, and undertakes not to raise any claims regarding the confirmed goods.
7.5. In case of noncompliance of the goods (with quality requirements and/or technical specifications) the Client has right to return or exchange good, according to the provisions determined in the Section 8 of the Terms.
7.6. By signing the bill of lading for the goods all risk related to damaging goods, loss of the products or destruction and the responsibility for storing goods is transferred to the Client.
7.7. If the Client procures the products with an aim of selling it further to the subjects of the Consumer rights protection law the Client undertakes full responsibility in respect of consumers in relation to any of their claims regarding nonconformity of the goods.
8. RETURN OF THE GOODS
8.1. By mutual agreement between Parties, the Client may return the goods back to ESELO for pre-agreed return value, which in this case will reduce the Client’s payment obligations towards ESELO. Return of goods is possible only if agreed with the ESELO sales manager; otherwise the Client's obligation to pay is not reduced.
8.2. ESELO may accept the goods returned by the Clients at a reduced value, considering the costs incurred by ESELO in transporting and other measures taken with respect to the particular goods, defining the reduction amount unilaterally, but not more than 20% from the original value of the goods.
8.3. Responsible for the costs of transportation for return of the products is that Party who returns the goods. The delivery must be accompanied with a return bill of lading in which following information must be indicated: (i) name of the person, with whom the return has been agreed upon; (ii) reason for returning; (iii) correct name and quantity of the goods; (iv) number of the ESELO’s bill of lading or invoice; (v) the number of the Order.
8.4. The return will be accepted only goods, which are suitable for resale and are in the manufacturer's original packaging. Possibility of resale shall be evaluated by the ESELO expert.
9. PAYMENT OF THE ORDER
9.1. The Client pays ESELO for the Order in accordance with the invoice or the bill of lading issued by ESELO in compliance with the payment conditions and terms provided in the Special Conditions or the Order.
9.2. ESELO has the right to request from the Client full or partial prepayment invoice before prior to completion of the Order or before transferring the goods to the Client.
9.3. The Order is deemed as paid up on the day when the payment arrives and ESELO's bank's current account or when a cash payment is made.
9.4. If the Client fails to pay the invoice in the prescribed term, ESELO is entitled to request and receive from the Client default interest 0,2% of the delayed amount for each day of delay. In this case payments received from the Client will first be transferred to cover the payment of interest, then towards payment of the principal debt.
9.5. In the case of payment default ESELO has the right to refer the case to out-of-court debt recovery service providers. In such case the Client shall reimburse to ESELO the costs related to provision of such services.
10. PROPERTY RIGHTS
10.1. ESELO retains the property rights of the goods until complete fulfilment of the Client's payment obligations. Until the Client has not paid for the goods, it is not entitled to alienate them or encumber them with rights in rem. The Client undertakes all risks and responsibility related to storage, possession, oversight and/or usage of goods from the moment of delivery of the goods, in accordance with the applicable Incoterms rules, and as of that date undertakes full responsibility for damages caused to the goods. In case of detay of fulfilment of the Client’s payment obligations, ESELO may at any time claim back the goods in the ownership of ESELO and the Client ensures that ESELO has a possibility to take over the goods in places owned or controlled by the Client, as well as from any third parties.
10.2. The Client undertakes all necessary measures to protect ESELO property rights. The Client undertakes to inform also third parties regarding ESELO's retention of rights to title. It is forbidden to deal with goods, including pledge the goods, which are owned by ESELO without the ESELO’s written consent.
10.3. ESELO may prohibit the Client from setting up or alienating the goods that are property of ESELO. If the goods are processed, installed or built-in in other equipment or facilities, ESELO owns a pledge right over such equipment or facilities until the goods are fully paid.
10.4. For the violation of property rights cause by the Client, ESELO is entitled to request from the Client to compensate losses, as well as a contractual penalty 20% in the amount of the Order and/or to suspend the execution of other orders.
11.1. If noncompliance of the goods with quality requirements and/or technical specifications is found, the Client immediately, but no later that 1 (one) month from transfer of Order, sends to ESELO a written notice indicating the incompliance or defect of goods included in the Order, the number of the Order and number of bill of lading, adding a non-compliant / defective goods.
11.2. ESELO consider the Client’s notice within the shortest possible period of time and inform the Client whether the notice is justified. If the notice is justified, the ESELO inform the Client about replacement of the non-compliant product or reimbursement of the value of goods.
11.3. The goods, whose flaws have incurred after their handover to the Client, and, especially, if the flaws were easily noticeable at the moment of their handover to the Client, will not be replaced and ESELO will not compensate for their value.
11.4. At any event, the responsibility of ESELO for the flaws, defects and inconsistency of the goods to the specification is limited to the respective value of the defective and/or inconsistent goods or the replacement of the goods, and ESELO shall not be liable to the Client or third parties for any direct or indirect damages based on the aforementioned.
11.5. The goods delivered by ESELO are covered by the effective warranty of quality in the extent and term as specified by the manufacturer of the goods. The expiry of the warranty term is determined counting from the day of handing over the goods to the Client, however, the warranty shall be effective only when the Client has complied with all of its payment obligations against ESELO.
11.6. Each of the goods are subject to the warranty terms determined by its manufacturer (can be found at the manufacturer's website or gotten by special request).
11.7. The Client must timely acquaint with the manufacturer's warranty terms prior to the submission of the Order. Upon making the Order, the Client accepts the manufacturer's warranty terms. ESELO is not responsible for fulfilment of the manufacturer's warranty provisions. The warranty is valid only if the product warranty provisions, particularly in respect of the use and installation.
12. FORCE MAJEURE
12.1. Parties are not liable for non-compliance with the terms of an Agreement, default or partial performance, if it is caused by circumstances independent of the Parties, that could not be predicted and/or controlled by the affected Party by applying reasonable means and that makes the commitment impossible (Force Majeure circumstances).
12.2. Party that is under the impact of Force Majeure immediately, but no later than 3 (three) days after the occurrence of the circumstances, notifies the other Party.
12.3. After this notification Parties agree on further actions regarding these circumstances. If Parties are not able to agree on further actions and/or Force Majeure circumstances persists more than 90 (ninety) days, Parties can terminate the Agreement by 3 (three) days prior written notice.
13. LIMITATION OF LIABILITY
14.1. Parties are not liable for indirect damages, such as: loss of production, unearned income or anticipated savings.
13.1. Parties have the right to terminate the Agreement unilaterally in case:
- of liquidation, reorganisation, insolvency or in case of initiation or proclamation of legal protection process to the other Party, as well as
- if the other Party commits material breach of the provision of the Agreement and within 10 days after sending a written complaint has failed to prevent the violation, as well as
- by unilateral notice 30 days in advance.
14. OTHER PROVISIONS
14.1. Any document related to the Agreement, including the claim, notification must be in writing, in paper or electronic form, addressed to the contact address specified in the Special Terms.
14.2. Any disputes and disagreements that may arise or will arise between the Parties during the execution of the Agreement the Parties shall settle by mutual negotiations. In case settlement of the dispute cannot be reached in this way, the dispute, arising out of the Agreement (the Terms and/or the Special Conditions), will be decided at the complaining Party's choosing either in the court of the Republic of Latvia or at the Baltic International Arbitration Court (Gertrude Str. 7, Riga, LV-1010) in accordance with the Rules of this Arbitration, by one arbitrator, in Latvian language, applying the laws of the Republic of Latvia.
14.3. About the changes in name, legal address, payment information, e-mail and other details necessary for the performance of the Agreement, Parties inform each other in writing as soon as possible, but no later than 5 (five) days before changes occur (if possible). The Party that violates this obligation is liable for damages that may incur to it or the other Party in this connection.
14.4. Unless otherwise specified in the Agreement, the annexes, amendments and supplements to the Agreement shall be made in writing, in paper form or electronical, signed by authorized representatives of the Parties and thereafter become an integral part of the Agreement
14.5. There Terms are drafted in Latvian and English, of which, in case of conflict, the Latvian language shall prevail. Should any of the Terms set out herein contravene the provisions set out in the Special Terms, the provisions of the Special Terms shall prevail.