Terms and Conditions of Sales and Delivery

Home

1. Application and definitions

1.1 These General Terms and Conditions of Sales and Delivery determine the principal terms and conditions of sales and delivery of the Goods between the Seller and the Buyer and apply to all sales transactions of the Goods to be entered into between the Seller and the Buyer. The latest version of this “General Terms and Conditions of Sales and Delivery” can be found and downloaded from https://www.wolf-group.com/terms_and_conditions.

1.2 In an Order, the Seller and the Buyer may agree on the terms and conditions that specify or amend the General Terms and Conditions. In such an event, the terms and conditions of the Order shall prevail over the General Terms and Conditions. Upon confirming an Order, the Buyer shall consent to the General Terms and Conditions to the extent on which the Parties do not agree otherwise in the Order. The General Terms and Conditions along with the confirmed terms and conditions of an Order shall form a Contract between the Parties.

1.3 In any issues not governed by the Contract, the Parties shall be guided by the provisions of EXW (the Seller’s factory or warehouse) Incoterms 2020.

1.4 For the purposes of the General Terms and Conditions, the following definitions shall be used in the following meaning:

Goods and Services mean the products offered by the Seller;

Contract means the contract of sale of the Goods that has been entered into between the Seller and the Buyer and consists of the General Terms and Conditions and the contracts of sale that are to be entered into separately on each occasion and that are deemed to have been entered into after the Seller has confirmed an Order in accordance with clause 2.4 of the General Terms and Conditions;

Seller means /private limited company/ Wolf Group OÜ (registry code 10167362) or a company related to Wolf Group OÜ if so agreed upon in an Order;

Buyer means the person with whom the Seller enters into a Contract;

Party or Parties mean(s) the Buyer and the Seller separately or together;

Order means an order placed to the Seller by the Buyer for the delivery of the Goods that the Buyer sends to the Seller by e-mail, in the web environment or in another manner at least in a format that can be reproduced in writing. If the Seller has confirmed an Order, the Order shall determine the assortment, prices and quantity of the ordered Goods, the time and place of delivery, a prepayment (if this has been agreed upon), contact details of the Buyer and other terms and conditions necessary for the delivery of the Goods, including the terms and conditions that specify or amend the General Terms and Conditions;

General Terms and Conditions mean these general terms and conditions of sales and delivery;

Record of Transfer and Receipt means a document (packing slip) on the basis of which the Seller transfers the Goods to the Buyer and in which the number of the Order and the assortment and quantity of the Goods shall be set out.

2. Entry into Contract

2.1 The Buyer shall place an Order to the Seller for ordering the Goods.

2.2 After receiving an Order, the Seller shall consider the terms and conditions of the Order and, if necessary, shall specify or negotiate on them with the Buyer. The Parties have to achieve an agreement on the essential terms and conditions of an Order: the assortment, price and quantity of the Goods, the time and place of delivery, a prepayment (if this has been agreed upon), contact details of the Buyer and other terms and conditions necessary for the delivery of the Goods, including the terms and conditions that specify or amend the General Terms and Conditions.

2.3 The Seller’s price list effective at the moment of placing an Order shall apply to the ordered Goods, unless otherwise agreed upon in the Order.

2.4 The Seller shall confirm an Order with confirmation that has been submitted at least in a format that can be reproduced in writing (e.g. by e- mail) and starting from the receipt of which the Contract shall be deemed as having been entered into under the terms and conditions provided for in the General Terms and Conditions and in the Order.

3. Information and labelling of Goods

3.1 The prices, weights, measurements, volumes and other data of the Goods as well as the product information in catalogues, brochures, advertising and price lists have been provided as guidelines and they shall be binding on the Seller only if a clear reference has been made to them in the Contract.

4. Delivery terms

4.1 Unless otherwise agreed upon by the Parties in an Order, the Goods shall be delivered pursuant to EXW (the Seller’s factory or warehouse) Incoterms 2020. The exact place and time of delivery shall be agreed upon in an Order.

4.2 The time of delivery starts from the latest day specified below:

4.2.1 the date of confirmation of the Order;

4.2.2 the day when the Seller obtained from the Buyer or a person authorised by the latter all the information and permission that is necessary in order to start production and/or delivery;

4.3 the day when the Buyer shows that, in accordance with the Contract, it has opened a credit or made a prepayment.

4.4 The time of delivery shall be approximate. The Seller shall inform the Buyer of the exact time of delivery and of when the Buyer can come and get the Goods at least 1 to 3 working days in advance by e-mail. The Seller shall also inform the Buyer of a delay in the delivery. The Seller shall not be liable for a delay in the time of delivery if the delay has not been caused by circumstances that depend on the Seller.

4.5 The Seller and the Buyer will agree on Incoterms and according to that delivery of the Goods and allow access to the place of delivery.

4.6 Partial delivery and follow-up deliveries are possible. If the Goods are delivered in parts, each part-delivery shall be regarded as a separate Contract. The Buyer shall have no right to withdraw from a Contract concerning a part-delivery due to a delay in an earlier part-delivery or a defect, smaller quantity or any other deficiency thereof.

4.7 The quantity of the delivered Goods may differ up to 10% from the quantity agreed upon in an Order. In such an event, the amount payable by the Buyer shall be adjusted according to the quantity actually delivered or the rest of the Goods shall be delivered as a follow-up delivery, as the Buyer wishes.

4.8 If the Parties have agreed that the Seller is obliged to organise transport of the Goods, the Seller shall not be liable for damage that arose for the reason that the delivery of the Goods was postponed due to circumstances that depend on the transport operator.

5. Transfer and receipt of Goods, transfer of right of ownership

5.1 Upon handing over the Goods, the Seller shall submit Packing Slip and Convention on the Contract for the International Carriage of Goos by Road (CMR) to the Buyer. Seller must deliver the Goods to the Carrier with necessary information and documents (Packing slip, CMR etc) and make sure, that the Goods are protected and suitable for loading and handling without further damage to property or people.

5.2 The Goods handed over to the Buyer shall be deemed as received by the Buyer if the Buyer has not submitted any claims in respect of the transferred Goods within 15 calendar days of signing the Packing slip and / or CMR at least in a format that can be reproduced in writing (e.g. by e-mail) in compliance with clause 7.2 of the General Terms and Conditions. If the Seller hands the Goods over to the transport operator specified by the Buyer, the term of 15 calendar days for submitting claims shall start from handing the Goods over to the transport operator.

5.3 The Buyer shall be liable for timely receipt of the Goods. If the Buyer does not receive the Goods at the agreed time, the Seller shall have the right to demand that the Buyer pay compensation for the storage, transport and insurance of the Goods as well as for other expenses and damages that the Seller had to incur due to the Buyer’s delay.

5.4 The ownership of the Goods shall transfer to the Buyer after payment for the Goods (in the event of overdue invoices also after payment of the default interest) or after the Goods have been handed over, depending on which event occurs later.

5.5 The Seller’s samples, test samples, drawings, formulas and work equipment that have been made available to the Buyer shall not be handed over to the Buyer with this Contract, except if this has been agreed upon separately.

5.6 No intellectual property rights to the Goods or to any parts thereof and no intellectual property rights related to the drawings, formulas, structures or technical documents related to the manufacture thereof or no respective licences shall be transferred to the Buyer with this Contract. The Buyer may use the objects of the intellectual property right that have been handed over or made available to it only for the purpose prescribed to this end and may not copy or hand these over to any third party without the Seller’s prior written consent.

6. Price of Goods and payment

6.1 The Seller shall have the right to change the prices set out in the price list, catalogues and elsewhere without giving any advance notice thereof, except if the prices have been clearly fixed for a certain period of time.

6.2 The Buyer shall pay all the taxes, charges and other fees related to the sale, delivery and transport of the Goods. If the Seller pays the aforementioned fees instead of the Buyer on the basis of an agreement between the Parties, the Buyer shall compensate the Seller for the fees within 30 calendar days of the submission of a respective request to the Buyer.

6.3 The Buyer shall pay for the Goods on the basis of an invoice submitted by the Seller to the bank account and by the due date indicated on the invoice.

6.4 The Seller shall have the right to demand that the Buyer make a prepayment before the start of the time of delivery. If the Seller has asked the Buyer to make a prepayment and submitted an invoice for the prepayment to the Buyer, the Seller shall not start the delivery of the Goods before the Buyer has paid the invoice for the prepayment and the prepayment has been credited to the Seller’s bank account or after the Buyer has submitted to the Seller a payment order certifying that the prepayment has been made.

6.5 If the Buyer delays with making any payment, the Seller may postpone the performance of its obligation until the Seller has received the respective payment, except if the Buyer’s delay has been caused by violation of the Contract by the Seller.

6.6 If the Buyer has not paid an invoice by the due date indicated on the invoice, the Seller shall have the right to demand a default interest at the rate of 0.1% of the overdue amount per day.

6.7 The Seller shall have the right not to confirm a new Order placed by the Buyer before the Buyer has paid all the invoices issued to it earlier.

7. Liability

7.1 The Seller shall only be liable for the direct material damage caused to the Buyer. The Seller’s liability shall, in any event, be limited to the value of the Order with regard to which the damage has arisen. If the Seller delays with the execution of an Order for less than 14 days, the Seller’s liability arisen in connection with that shall be limited to 20% of the value of the Order in question. The limitation of the Seller’s liability shall be applicable to the largest extent permitted by law.

7.2 If the delivered Goods have any deficiencies, the Seller shall replace the defective Goods provided that the Buyer has inspected the Goods within the term provided for in clause 5.2 of the General Terms and Conditions and notified the Seller of the deficiencies no later than within 5 working days of detecting the deficiencies at least in a format that can be reproduced in writing (e.g. by e-mail). The notification given by the Buyer shall include a clear reference to the deficiencies and their sufficiently exact description as well as pictures or other relevant materials certifying the existence of the deficiency, if possible. The Seller shall have the right to examine the Goods that have deficiencies and check the existence of the deficiencies. The Seller shall not assume any liability for such deficiencies that have arisen as a consequence of incorrect storage conditions that disregard the Seller’s guidelines, in the course of loading or transporting the Goods or due to other circumstances not depending on the Seller as well as for such deficiencies that could have been detected when the Goods were handed over. The Goods shall be replaced at the expense of the Seller. The Parties shall agree on more detailed terms and conditions of replacement (incl. delivery terms) of the Goods separately, at least in a format that can be reproduced in writing (e.g. by e-mail).

7.3 If the Buyer wants to obtain from the Seller any technical advice, assistance or guidelines for work with the Goods, the Seller shall not be liable for any damage arisen as a consequence of such advice, assistance and work.

7.4 Non-performance or improper performance of the obligations arising from the Contract shall not be deemed a violation of the Contract if this has been caused by Force majeure. Force majeure is not deemed to include changes in economic conditions and amendments to laws. A Party whose activities upon the performance of contractual obligations have been hindered due to Force majeure shall immediately inform the other Party thereof as soon as possible at least in a format that can be reproduced in writing (e.g. by e-mail). If the circumstances of Force majeure last for more than 3 months, the Contract shall be deemed ended due to the impossibility to perform it. In such an event, the Parties shall have no right to claim from each other compensation for any damage caused by the non-performance or improper performance of the Contract. The Buyer shall pay the Seller for the Goods that have been handed over by the moment the Contract ends and that the Buyer has received or that the Buyer is obliged to receive.

8. Term and amendment of Contract

8.1 The Contract shall take effect from the moment the Seller confirms the Order in accordance with clause 2.4 of the General Terms and Conditions to the performance of the contractual obligations.

8.2 The Contract may be amended by agreement between the Parties that has been made at least in a format that can be reproduced in writing (e.g. by e-mail).

8.3 The Buyer shall have the right to withdraw from the Contract without granting any additional term if:

8.3.1 The Goods are not in compliance with the terms and conditions of the Contract and the replacement of the Goods is not possible or fails at least on two successive occasions;

8.3.2 The Seller delays with the execution of an Order for more than 45 calendar days.

8.4 The Seller shall have the right to withdraw from the Contract without granting any additional term if:

8.4.1 The Buyer delays with making any partial payment, incl. a prepayment, for more than 30 calendar days;

8.4.2 The Buyer delays with the receipt of the Goods for more than 14 working days;

8.4.3 The Buyer is declared bankrupt.

8.5 If the Contract ends for any reason other than that caused by violation of the Contract by the Seller, the Buyer shall pay for the expenses that the Seller has incurred in good faith for the delivery of the Goods by the moment the Contract ends.

9. Applicable law and resolution of disputes

9.1 The Contract shall be governed by the law of the Republic of Estonia. This Contract shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

9.2 Any disputes and disagreements arisen upon performance of the Contract shall be resolved by way of negotiations between the Parties. Failing agreement, the dispute shall be resolved by the Court of Arbitration of the Estonian Chamber of Commerce and Industry in Tallinn in accordance with the Rules of the Court of Arbitration. The decision shall be final and binding on the Parties.

10. Final Provisions

10.1 The Parties shall maintain confidentiality of the terms and conditions of the Contract and all the information learned about the economic activities and financial position of the other Party on the basis of the Contract or in the course of pre-contractual negotiations. Confidential information shall also be deemed to include any and all information that the Parties would not have learned had they not entered into the Contract.

10.2 Notices between the Parties and related to the Contract shall be communicated at least in a format that can be reproduced in writing (e.g. by e- mail).

10.3 A delay in the enforcement of a right or the performance of an obligation arising from the Contract shall not mean waiver of the right or obligation. The separate or partial enforcement or exercise of any right shall not preclude the enforcement or exercise of the right to the remaining extent or the exercise of any other right and/or performance of any other obligation.

10.4 The Seller shall have the right to amend the General Terms and Conditions at any time. Amendments to the General Terms and Conditions shall not amend the Contracts whose part is the General Terms and Conditions in effect earlier.

10.5 The nullity of any provision of the Contract shall not bring along the nullity of the entire Contract.

10.6 The Parties may not assign the rights or obligations arising from the Contract without the other Party’s prior written consent. The Seller may assign its claims against the Buyer in order to collect arrears from the Buyer (e.g. use the collection services).

10.7 The Parties shall inform each other of any conditions or circumstances that may affect or hinder the performance of the Contract.

10.8 The Seller might procure or produce certain materials for exclusive use in Buyer’s products. These exclusive materials are purchased or produced according to minimum quantities previously agreed between the Seller and the Buyer and are kept in stock by the Seller for usage in future purchase orders from the Buyer. The Seller has the right to invoice the Buyer for the excess inventory of these materials, including all costs and expenses (incl. all costs related to production, design, storage, disposal, demolition, etc. if applicable) related to any unused labels, packaging materials, and/or raw materials of products produced or purchased by the Seller exclusively for the Buyer, in following cases:

10.8.1 the labels, packaging materials, or raw materials become unusable due to any changes required or made by the Buyer to the existing labels or packaging materials, or

10.8.2 there are no sales for a period of 6 (six) consecutive months of the Products that use these labels, packaging materials, or raw materials.