General terms and conditions

Valid from 5 April 2019

GENERAL PROVISIONS

These general terms and conditions (hereinafter referred to as the ‘general terms’) of ROI OÜ, registry code 10060150 (hereinafter referred to as the ‘seller’ or the ‘party’) form an integral part of the sales agreement (hereinafter referred to as the ‘agreement’) for a promotional gift (hereinafter referred to as the ‘gift’) between the seller and customer (hereinafter referred to as the ‘buyer’ or the ‘party’).

In the case of contradictions between the documents of the agreement, the parties shall proceed according to the following order: (1) the order, (2) special terms, and (3) the general terms.

ENTERING INTO THE AGREEMENT

The agreement is considered entered into if: (1) the parties have entered into a framework agreement (hereinafter referred to as the ‘special terms’) or, (2) the buyer with whom special terms have not been entered into, has confirmed the gift order (hereinafter referred to as the ‘order’) submitted by the seller and/or paid the advance payment invoice issued by the seller.

PERFORMANCE OF THE AGREEMENT

The seller shall perform the agreement after the advance payment for the order is received into the seller’s bank account. The seller shall perform the agreement in accordance with the terms of the agreement.

The seller shall perform the agreement by the term specified in the agreement. The agreement is considered performed when the seller has produced the gift specified in the agreement and enables the buyer to accept the gift.

DELIVERY OF GIFT

The seller shall notify the buyer when the gift is ready for delivery.

The seller shall deliver the gift to the buyer either: a) by courier service to the buyer’s location or a parcel machine, or b) at the seller’s location, or c) in another manner which the parties have agreed upon.

In the case of using a courier service, the parties consider that the gift has been delivered to the buyer once the gift has been handed over to the carrier (the provider of the courier service). The seller shall notify the buyer that the gift has been handed over to the carrier, including the name of the carrier, the date of delivery and the estimated time of arrival.

The delivery of the gift at the seller’s location shall take place by prior agreement with the seller.

The seller has the right to refuse the delivery of the gift until the buyer has paid the seller for the gift in full.

The buyer shall accept the gift into their possession within 14 (fourteen) days from the seller’s notification specified in clause 1 of the general terms.

If the buyer delays accepting the gift, the seller has the right to store the gift at the buyer’s expense. If the buyer delays accepting the gift for more than 14 (fourteen) calendar days, the seller has an extraordinary right to cancel the agreement and request compensation from the buyer for all costs the seller incurred due to the performance and the cancellation of the agreement.

The seller has the right to refuse or suspend the execution of the order until the buyer pays the seller in accordance with the agreement.

POSSESSION AND OWNERSHIP OF THE GIFT

The possession of the gift and the risk of damage and destruction are transferred from the seller to the buyer from the moment the gift is handed over to the buyer or, in the case of delays in acceptance, from the moment the buyer is considered to be delaying the acceptance.

The ownership of the gift is transferred from the seller to the buyer from the moment the buyer has duly made all payments specified in the agreement.

6. FEES AND TERMS OF PAYMENT

The buyer shall pay the seller a fee (hereinafter referred to as the ‘payment’) based on the order in accordance with the agreement.

The buyer shall pay 50% of the payment as advance payment according to the advance payment invoice the seller issued with the order.

The buyer shall pay 50% of the payment before the delivery of the product that the seller produced according to the invoice the seller issued. The seller shall submit the invoice with the notification specified in clause 1 of the general terms.

The term for the payment of invoices is 7 (seven) calendar days from the submission of the invoice.

The invoice is considered paid when the payment amount is received into the seller’s bank account.

In the case of delays in payment, the buyer is obliged to pay the seller interest on arrears of 0.07% of the delayed amount per day until the debt is paid in full.

COMPLIANCE OF THE GIFT WITH AGREEMENT, ELIMINATION OF DEFICIENCIES

Upon receipt of the gift, the buyer shall immediately inspect the gift and, in the case of deficiencies, notify the seller thereof in a format which can be reproduced in writing. The parties consider the reasonable period of time provided for in section 220 of the Law of Obligations Act to be 14 (fourteen) days, during which the other party must be notified of the possible deficiencies and describe them.

The seller is responsible for the deficiencies of the gift that the seller was or must have been aware of at the time of delivery, provided that the buyer notified the seller of the deficiencies within the time limit specified in clause 7.1 of the general terms.

If a dispute arises between the parties over the gift’s compliance with the agreement, the buyer shall prove the lack of compliance with the agreement.

If the gift is deficient and the buyer has notified the seller of it in accordance with the procedure established in the general terms, the seller eliminates the deficiency of the gift if that is possible and does not cause the seller unreasonable expenses or unreasonable inconvenience considering the value of the thing and the importance of the non-compliance. The buyer can request replacement of the gift if the non-compliance is a material breach of the agreement.

ENTRY INTO FORCE, VALIDITY AND TERMINATION OF THE AGREEMENT

An agreement entered into by confirming the order enters into force from the moment the order is confirmed and is valid until the parties perform their obligations as stated in the agreement. An agreement entered into by agreeing on special terms enters into force, is valid and expires pursuant to the procedure provided for in the special terms. Upon entering into an agreement, the parties consider agreements made prior to entering into the agreement invalid.

A party has an extraordinary right to terminate the agreement in the case of material breach of the agreement by the other party. The party shall notify the other party of a material breach in advance and in writing, give a reasonable term to rectify the breach and warn that if the breach is not rectified, they will extraordinarily terminate the agreement.

If the agreement is extraordinarily terminated by the buyer, all financial obligations of the buyer become collectible on the date the agreement becomes invalid.

PROCESSING OF PERSONAL DATA

The seller processes the personal data submitted by the buyer as the buyer’s authorised processor in order to perform the agreement, and personal data processed for this purpose is considered to be the buyer’s documented instruction to process personal data.

The buyer is the controller of personal data and the seller is the authorised processor.

When processing personal data, the parties comply with the requirements or applicable legislation.

AMENDMENT OF GENERAL TERMS AND CONDITIONS

The seller has the right to unilaterally amend the general terms. Amendments and additions enter into force 14 (fourteen) days after the new version of the general terms is published on the seller’s website.

NOTIFICATIONS

Notices related to the agreement are forwarded by telephone, e-mail or post to the contacts specified in the agreement. Claims arising from a breach of the agreement shall be made in writing.

A written notice sent by post is considered received by the other party after 3 (three) calendar days of its posting.

APPLICABLE LAW AND SETTLEMENT OF DISPUTES

The valid legislation of the Republic of Estonia is applicable to the agreement.

The parties aim to resolve disputes arising from the agreement through negotiations.

If the parties do not reach an agreement through negotiations or the negotiations are interrupted, the parties have the right to turn to the Harju County Court to protect their rights.