GLOBAL TERMS AND CONDITIONS OF SALES – TAMADA OÜ

 

 

These general conditions of sale govern all relations between:

1.- TAMADA OÜ, registration code: 14108333, address: Katusepapi 4 114 12 Tallinn Estonia duly incorporated, registered according to the laws of Estonia.

(Hereinafter referred to as the “Seller”)

2.- Your customers (hereinafter referred to as the “Customer”)

These general conditions of sales cancel and replace any other previously issued.

Any contrary provision, contained in the general conditions of purchase of Customer will not be valid, and cannot repeal these general conditions of sale of the company.

The acceptance of this offer / pro -forma / order by the Customer will mean acceptance of each and every one of the terms and in the same conditions, and its annexes, on the following terms and conditions:

1.- APPLICABILITY:

These global and conditions of sales (“Terms”) applies of the entire agreement regarding the Products and / or Services and it’s can only be modified or supplemented by a separate written agreement between the Company (Seller) and the Customer. They excluded all remaining limits and conditions, express or implied, present or past (including any statement contained in brochures or on printed information Seller). Unless written has been agreed otherwise expressly and specifically, The Seller only undertakes contract with The Client under these terms and conditions and will not accept further terms and conditions.

The acceptance of this offer / pro-forma / order by the customer, based on the “Customer” section of the same, it means the acceptance of each and every one of the terms and conditions therein and its annexes.

The general conditions of sales cancel and replace any other previously issued. Any contrary provision, contained in the general conditions of purchase of Customer will not be valid, cannot repeal these general conditions of sale of the company.

Unless otherwise agreed in writing, Seller may deliver and / or perform the contract in part and any error to perform or delivery or any breach of contract by Seller affect any other delivery.

If any provision of this agreement shall be unlawful, void or unenforceable, will continue to herein as possible given the maximum allowed by law and effectiveness, if not possible, it shall be unwritten.

2.- DELIVERY AND/OR EXECUTION:

Delivery times are relative. The Client cannot claim any amount for the breach by The Seller.

No returns will be accepted, with the exception in exceptional cases unless authorized in advance by the Seller and in writing.

If at least the returns is accepted by The Seller, this will be decide if it’s relevant or not the refund of the amount of The Client.

3.- PRICES AND PAYMENT:

The form of payments will be specified in the order accepted by The Client or by Pro-Forma invoice by The Client. Such payment may refer by specific conditions in Annex to the Present Global Terms and Conditions Sales.

The Seller reserves the right to change the financial conditions of this offer/pro-forma/order in the case of Surety Insurance had changed its credit opinion on the Client.

The Seller reserved the right to cancel sales, Pro-Forma and contract if The Seller verified due and unpaid bills of The Client.

The products will be ownership of the Seller upon The Client will pay the total of the prices off the products, which including expenses, interest and additional expenses. It will not constitute a payment within the meaning of the present clause delivering cost and obligations. However, the ricks are being transferred to The Client until delivery to transport company (INCOTERMS CPT).

In the case of Bankruptcy or court-ordered liquidation of the Client, The Seller could claim the ownership of the Products sold. The Client is obligated to not pledge the Products or use them as collateral, resell, or modify them, until it paid the amount of the prices. The Seller could claim the unpaid price of The Client customers. The Client shall provide information and data of their customers without being able to oppose any confidentiality clause to that effect.

The Seller could endorse The Clients amounts received as payment of any debt of The Seller, whatever was the cause and independently asserted appropriation by The Client. Under no circumstances The Client could withholding the payment of quota deduction or compensation of any bill or invoice.

It will be considered conclusive evidence of delivery of the Products, a Bill of Landing, a receipt on board, a consignment not, a receipt from the carrier or the delivery note of the Products signed by the customer (The Client), CRM, or any other document which shall be deemed, to prove such delivery.

4.- GUARANTIES:

The Seller will guarantee his products sold to The Client defined and limitations under the Global Terms and Conditions of Sales; The Client declares to know all the terms and conditions on the date of signing.

The Client shall examine the Products delivered by The Seller as soon as received the delivery of the Products and at the latest in eight (8) working days following the effective delivery to the Client. If The Client observes that such Products are not appropriately tailored to the contract within The Client and The Seller, the first must notify to the Seller in writing and clearly and irrefutably manner, expressing their disagreement with the Products and communicating the defect or lack of observation, and The Seller may take the appropriate and necessary actions for the correction. This correction will occur (if The Seller considers necessary) in the manner, form, amount and terms which The Seller seems appropriate.

If the Products will be damaged in transit, The Client (The Buyer) will be communicate to the Seller

at the time to unloading the Products to recoup by The Seller by the way to seems appropriate. There is no possibility to communicate the damaged mentioned in time mentioned in the previous clause (eight working days). Such communication can be made at the direction agreed in the transport document to be submitted in the unloading the Products. Without this mention, The Seller will be relieved of all responsibility.

5.- OTHER LIMITATION OF THE GUARANTIES:

The Seller’s liability shall be limited to the direct material damage caused by The client, excluding immaterial or indirect damages, moreover, lost of profit, losses exploitations, benefit, affect trade, lose of income. The Seller’s liabilities are limited to the amount of the price paid for the products concerned, with the exception for personal injury and grave misconduct.

The Seller doesn’t have any liable for any damage that may result from an improper use of the Product.

Products are sold to be used in accordance with the specification. The Seller does not warrant that the Products are suitable for a particular purpose or to a desired by The Client, and The Client shall deemed to be satisfied with the Products as they are.

The Seller shall not be liable in any way for:

• The incompatibility of the Products supplied by The Seller with Products from other manufactures or suppliers;

 

• Inadequate or improper preparation or product application work with other products or equipment or default of the Product to The Client or third
• Any changes shall not be accepted after five (5) business days from the signing of the contract/Pro-forma/order.

6.- CIRCUMSTANCES BEYONG THE CONTROL OF THE SELLER:

The Seller’s obligation shall be suspended automatically and without formalities and responsibility release in case of Force Majeure events subsequently of signed contract and involve the granting of the contract. Its considered as Force Majeure: war, riots or revolution, labour disputes, strikes in industries or directly or indirectly to activity linked trade, insurmountable demands and another circumstances such as requisition, seizure, lack of transportation, unemployment of these means, the provisions of a legislative, regulatory or other provide restrictions on use of energy, if these others circumstances are independent of the will of the parties. If The Seller invokes any

circumstances described above, The Seller shall inform to the Client in writing their intervention and cessation.

The Seller shall not be liable for any breach of contract related to circumstances beyond The Seller’s reasonable control and which prevent or hinder the performance of the contract. However, the Seller, when considers reasonable and without incurring on any liability, could suspend or terminate some of all the obligations under the contract if those Seller’s obligation have been materially affected.

7.- RESPONSABILITY AND OWNERSHIP TITLE:

The Client shall not use any trademark or trade name or use by The Seller in connection with the Products sold without prior approval of The Seller.

For the validity and formal engagement of this offer/ Pro-Forma/ Order, is an essential requirement to send by The Client an email to info@tamada.group each and every one documents signed by manual signature and a person who is authorized to engage The Client and seals; it is not available signatures and pre-printed labels of by electronic signature.

8.- CLAIMS TO THIRD PARTIES AND INSURANCE CLAIMS:

Each party shall communicate immediately to the other, any claim which is resulting from the execution of the contract, which will adjust to the reasonable requirements of the other party to minimize and/or avoid further claims and its allow to the other party to fill up any claim and/or initiate negotiations to an agreements by reasonable terms.

Rights and obligations arising from this contract cannot be assigned by The Client without prior written consent of The Seller.

All notices must be in writing, addressed figures of the Client or The Seller contract and its considered delivered on the first working day following that its delivered by email or fax. Acceptance’s Client on delivery notes or any other documents do not constitute a notice of The Client to The Seller.

9.- GOVERNING LAW. DISPUTE RESOLUTION:

All matters arising out of or relating to this Agreement is governed by and construed in accordance with Estonian Law. The Client accepts the Estonian jurisdiction for the exclusive benefit of The Seller as set out in Brussels I Regulation, which concerning the jurisdiction in cases of complaints/claims or disputes to Seller’s domicile.

The Seller could submit any claims to any court which considers competent in jurisdiction.

10.- DATA PROTECTION AND CONFIDENTIALITY:

In compliance of European Law known as GDPR Protection of Personal Data, The Company (The Seller) informs you, that your personal data will be processed in our File CUSTOMERS, with the aim of maintaining business relationships, accounting, and financial management, and to send commercial and courtesy which might be interested including electronic communications. The Client may use its right to access, make alterations, cancellation, and opposition by sending in writing to the following address:

TAMADA OÜ, : Katusepapi 4 114 12 Tallinn Estonia

 

PARTICULAR CONDITIONS. ANNEX I

TERMS AND FORMS OF PAYMENT.

 

1. Acceptance of the present Pro-Forma/ invoice by The Client, means the acceptation of every one of the Terms and Conditions therein and its
2. By signing this Pro –forma/ invoice by The Customer (The Client) means to be agree to pay the percentage specified in the Pro-forma or the entire amount specified in the order, both accepted by The Client. Once the price has been paid as specified therefore, it will be commencing the manufacturing process of the

The deadline for delivery of the product will start counting from the day it becomes effective the first part of the payment stated. If such day is a public holiday or non-business, the delivery of the product will commence from the next business day.

The payment shall be made to the TAMADA OÜ account; the amount paid will not be returned to The Customer (The Client) under any circumstances.

3. Once the products are manufactured and ready for shipment, TAMADA OÜ. will notified it in writing, via fax or e-mail to The Client or by e-mail or fax number which certain in the Pro-Forma or
4. Once the communication is sent, The Customer (The Client) must to pay the remaining amount of the total of the Pro-Forma or invoice within thirty (30) days, by a bank transfer to the TAMADA OÜ bank account.
5. If after the expire of that 30-day period TAMADA OÜ had not received the remaining amount to pay by the Client, it shall not to be fulfil the delivery by The Seller and this shall be entitled to retain the products.

If the payment is made belatedly, without a sixty days (60) has passed since the communication by The Seller (mentioned on Clause 3 of the Present Annex), TAMADA OÜ is authorise to increase the remaining amount to be paid by 0,2% per day of delay, without prejudice to take concretes actions to compensate the damages suffered to The Seller.

Expired the aforementioned period of sixty days (60), if the remaining amount has not paid to The Seller (TAMADA OÜ), this shall entitled to increase the remaining amount 20%, without prejudice to take concretes actions to compensate the damages suffered to The Seller. On these circumstances, neither the paid amounts will be returned to The Client, neither the order will be served, nor the ownership of the products will not be transferred. The payment shall be not considered paid by The Client to TAMADA OÜ until the entire amount is into the bank account of TAMADA OÜ as firmly.

6. The order will not, under any circumstances, partially
7. This applies in matters that are not standardise herein, The Commercial Law , of Estonia, which establishing measures on combating late payment in commercial
8. The Client expressly waives his own jurisdiction, submitting at TAMADA OÜ jurisdiction where is on the Commercial Code of Estonia, according to Estonian Law, for settling any disputes that could may arise in the present Pro-Forma.
9. By signing the present, The Client expressly declares to aware of The Global Terms and Conditions of Sales here in and particularly the clause 8