Conditions of Sale of Standwood OÜ 

Conditions of Sale of Standwood OÜ

Valid from 01.07.2024

1. DEFINITIONS 

1.1. Vendor – Standwood OÜ, registry code 10827153.

1.2. Purchaser – a legal or natural person who purchases the Goods from the Vendor.

1.3. Party – Vendor and/or Purchaser referred to separately.

1.4. Parties – Vendor and Purchaser referred to jointly.

1.5. Sales Contract – the contract, regardless of its format, entered into by and between the Vendor and the  Purchaser, under which the Vendor sells and the Purchaser buys the Goods and which consists of the terms  of the Sales Contract, the Order, these Conditions of Sale and other documents referred to in the Sales  Contract, the Order and/or the Conditions of Sale.

1.6. Conditions of Sale – these present conditions of sale, which constitute an integral part of the Sales Contract  entered into by and between the Vendor and the Purchaser and applied to the Order placed by the  Purchaser.

1.7. Goods – standard and custom-made products in the product range of the Vendor.

1.8. Order – the order submitted by the Purchaser to the Vendor for purchasing the Goods, indicating the  quantity, type, dimensions and other characteristics of the Goods.

1.9. Price – the sum payable for the Goods agreed by and between the Purchaser and the Vendor under the Sales  Contract or the Order confirmation. Parties agree that the Price is the price of Goods indicated in Vendor’s  pricelist or the sum agreed upon the Vendor’s confirmation of the Order.

1.10. Delivery Date – the term determined in the Order confirmation sent by the Vendor or established in the Sales  Contract for delivery of the Goods specified in the Order and/or the Sales Contract.

2. NATURE AND SCOPE OF THE CONDITIONS OF SALE 

2.1. Conditions of Sale constitute an integral part of the Sales Contract concluded between the Vendor and the  Purchaser and the Order submitted by the Purchaser. Conditions of Sale extend to other agreements  concluded between the Parties after entry into the Sales Contract and placing the Order (e.g., bartering),  under which the Purchaser acquires the Goods from the Vendor.

2.2. Conditions of Sale are published and available in the ordering environment of the Vendor at  standwood.com/myygitingimused.

2.3. The Vendor has the right to unilaterally amend and supplement the Conditions of Sale at any time by  publishing new conditions on the Vendor’s webpage. The Order placed by the Purchaser and the Sales  Contract concluded by and between the Parties are subject to the Conditions of Sale valid at the time of  placing the Order and entry into the Sales Contract.

3. ORDERING AND TERMS OF PAYMENT 

3.1. Before placing the Order, the Purchaser undertakes to examine the Conditions of Sale and the conditions of  storage, installation and maintenance of the Goods, which are published in the Vendor’s ordering  environment at standwood.com/tooteinfo. By concluding the Sales Contract and/or placing the Order, the  Purchaser is considered to have accepted the Conditions of Sale, which have become a part of the Sales  Contract and/or the Order.

3.2. The Price of the Goods is based on prices published in Vendor’s ordering environment at the time of placing  the Order, or the pricelist valid for the Purchaser. The Vendor has the right to unilaterally change the pricelist  at any time, by informing the Purchaser thereof at least one (1) month in advance. If the Vendor has  previously presented the Purchaser with a price offer on the Goods or if the Parties have agreed on a discount  applicable to the Purchaser, the Vendor will consider that when issuing the invoice. The Parties agree on the  price and terms of customized Goods separately for each order.

3.3. The Order and the Sales Contract are subject to the pricelist valid at the time of placing the Order and entry  into the Sales Contract.

3.4. The Purchaser submits the Order for the Goods to the Vendor via electronic channels (by e-mail or Vendor’s  ordering environment).

3.5. The Vendor sends to the e-mail address disclosed by the Purchaser a confirmation of the Order containing  information about the dimensions, quantity, price, delivery date and other important information regarding  the Goods. Upon sending the Order confirmation by the Vendor to the Purchaser, the Sales Contract is  deemed concluded and binding on the Parties.

3.6. Unless the Parties have agreed otherwise, the Purchaser will pay the price of the Goods to the Vendor as an  advance payment.

3.7. The Purchaser settles the invoice by the due date indicated on the invoice at the latest, by making a transfer  to the Vendor’s bank account indicated on the invoice. The Purchaser will bear all costs related to settling  the invoice. The invoice is deemed settled after the entire amount payable indicated on the invoice has been  received on the Vendor’s bank account.

3.8. Upon a delay in fulfilling any financial obligation, the Vendor has the right to demand the Purchaser to pay a  penalty interest at the rate of 0.15% of the overdue amount for each delayed day.

3.9. If the Purchaser has exceeded the period of the advance payment for the Goods by more than seven (7) days,  the Vendor has the right to suspend or cancel the Order (or the performance of the Sales Contract). The  Vendor informs the Purchaser of the suspension or cancellation of the Order (or the performance of the  Sales Contract).

3.10. The Purchaser has no right to make unilateral reductions from the amounts indicated on the invoice without  prior written consent of the Vendor.

4. DELIVERY AND OWNERSHIP OF THE GOODS

4.1. The Vendor undertakes to deliver the ordered Goods to the Purchaser and the Purchaser undertakes to  accept the Goods during the agreed period. Unless the Parties have agreed otherwise, the Vendor will hand  the Goods over to the Purchaser in the Vendor’s warehouse. The Purchaser or their representative  undertakes to confirm the acceptance of Goods by adding their signature and a clearly legible name to the  accompanying document submitted by the Vendor.

4.2. In the event the Purchaser requests the Vendor to arrange the transport of the Goods, the transport cost  according to the Vendor’s offer will be added to the price of Goods.

4.3. If the Goods ordered by the Purchaser are not immediately available in the Vendor’s warehouse, the Vendor  will inform the Purchaser of the actual time of delivering the Goods.

4.4. The risk of accidental loss and damage of the Goods during transport is borne by the Party arranging the  transport.

4.5. If the sale of Goods is subject to advance payment, the Goods will be delivered only after the advance  payment for the Goods has been made in full. The Purchaser will compensate the Vendor for all costs and  damages arising from the delay in the performance of the Purchaser’s obligation to pay.

4.6. Ownership of the Goods is transferred from the Vendor to the Purchaser after the full payment for the  Goods.

5. INSPECTION OF THE GOODS, NOTIFICATION OF DEFECTS 

5.1. The Purchaser undertakes to carefully inspect the Goods upon receiving them. The Purchaser has the right to  file a complaint with the Vendor regarding the Goods with substandard quality or not conforming with the  Contract within the term specified in clause 5.4. In the event of consumer sale, the notification of defects will  be based on the provisions in the Chapter on the contract of sale in the Law of Obligations Act.

5.2. The Purchaser’s complaint must indicate:

a) name and quantity of the Goods subject to the complaint;

b) description of the non-conformity and, where possible, photo(s) depicting the defect of the Goods; c) reference to sales invoice or other relevant document that proves purchasing the Goods from the  Vendor.

5.3. If the Goods delivered to the Purchaser have transport damage or other immediately noticeable quality  defect or non-conformity with the Contract, the Purchaser must make relevant remark on the accompanying  document of the Goods. If the Purchaser signs the accompanying document of the Goods without any  remarks, it is assumed that the Goods had no transport damage or defects at the time of delivery.

5.4. When concluding the Sales Contract and placing the Order, the Purchaser is aware that due to wood being a  natural material, the details made of the same type of wood by using the same processing, may have colour  differences or other deviations. In case of such details, the common method is to fit them in less visible places  in the room or use more suitable parts when cutting them to size. The quality terms of the Goods are  described in the ordering environment of the Vendor at standwood.com/tooteinfo.

5.5. In the event of the substandard quality or non-conformity of the Goods with the Contract, which the  Purchaser could not have immediately noticed when accepting the Goods, the Purchaser must notify the  Vendor thereof at least in a format which can be reproduced in writing immediately, but no later than within  five (5) business days after the time when the Purchaser became or should reasonably have become aware

of the defect. Complaints regarding the Goods must be submitted to the store that sold the Goods at least  in a format which can be reproduced in writing.

5.6. Upon detecting the Goods with substandard quality or not conforming with the Contract, the Purchaser has  the right to request the presence of the Vendor’s representative to document the defect of the Goods. If the  Vendor’s representative wishes to examine the alleged defect of the Goods, the Purchaser undertakes to  allow the Vendor’s representative to examine the Goods during regular working hours. The Parties document  the findings of the inspection of the Goods in a bilaterally signed document.

5.7. In the event of disagreement of the Parties, they may involve an independent expert. The expert appointed  is the person previously approved by both Parties. The cost of the expert assessment will be paid by the Party  against whom the decision is made.

5.8. When it occurs that the Vendor has sold to the Purchaser Goods with substandard quality, the Vendor has  the right to eliminate the defect of the Goods or replace the Goods with substandard quality. Upon non conformity of the Goods with the Contract, the Vendor will replace the delivered product with the proper  one. The Vendor has the right to replace the Goods or eliminate the non-conformity within seven (7) business  days after receiving relevant notice or the result of the expert analysis specified in clause 5.7.

5.9. If the Vendor fails to eliminate the defect of the Goods or replace them during the term agreed in the  preceding clause, the Purchaser has the right to reduce the purchase price when accepting defective goods  (section 112 of the Law of Obligations Act) or return defective goods to the Vendor (withdraw from the  Order); in case of the latter, the Vendor will reimburse the Purchaser the cost of Goods.

5.10. The Vendor is not liable for such defects of the sold Goods that were known to the Purchaser at the time of  making the purchase or that must have been known to the Purchaser at the time of placing the Order  (purchasing goods discounted due to substandard quality, etc.).

5.11. Upon delivery of defective Goods, the Vendor is only responsible for potential direct material damage to the  Purchaser that may arise.

5.12. The Vendor’s liability upon delivering the Goods non-compliant with the terms of the Contract is limited to  twice the cost of the Goods supplied, except for the harm to health caused due to the defect of the Goods  or in cases where delivery of the defective Goods constitutes intentional breach of Contract by the Vendor.

5.13. In the event the Purchaser becomes indebted to the Vendor, the Vendor has the right to refuse credit to the  Purchaser until settling the debt and/or suspend performance of other obligations arising from the Contract.

6. PRODUCT INFORMATION AND INTELLECTUAL PROPERTY 

6.1. The name and logo of Standwood are registered trademarks, which can only be used with prior written  consent of the Vendor.

6.2. All intellectual property related to the Goods, including texts, photos, product descriptions, drawings,  instructions, etc., is the property of the Vendor and is protected by the Copyright Act.

6.3. Marketing and sales materials forwarded to the Purchaser by the Vendor may only be used for promoting  the sales of the Vendor’s products.

6.4. The Vendor has the right to request the Purchaser to send photos or other materials concerning the Vendor’s  products or use thereof and deploy such materials in the Vendor’s marketing activities.

6.5. The Purchaser undertakes to keep in confidence all information made known to them regarding the Sales  Contract or pre-contract negotiations and placing the Order (incl. Vendor’s business secret), unless it is  publicly accessible or otherwise lawfully known to them without being subjected to the obligation of  confidentiality. The business secrets of the Vendor include, among other things, the terms and conditions of  the contracts concluded by the Vendor, buying-in prices, pricing policy, wage data, suppliers, business plans,  decisions of the governing bodies, etc. The Purchaser will use the data made known to them only for the  purposes of completion of the Sales Contract and/or the Order. The Purchaser will also maintain the  confidentiality of the drawings, samples, models, etc. handed to them by the Vendor. The Purchaser will  protect all such data and documents against third-party access and extends that obligation of confidentiality  to their employees working with the said data and documents. The provisions on confidentiality and data  protection will remain in force after the completion and expiry of the Sales Contract and/or the Order.

7. FINAL PROVISIONS 

7.1. In the event of any discrepancy between the conditions of the Sales Contract and/or the Order and the  Conditions of Sale, the conditions of the Sales Contract and/or the Order and other documents referred  therein take priority over the Conditions of Sale. The terms and conditions of the Sales Contract take priority  over another document referred to in the Sales Contract.

7.2. Invalidity of a single provision of the Sales Contract, the Conditions of Sale and other documents compiled by  the Vendor does not relieve the Parties from their obligation to comply with other provisions or result in  invalidity of entire Sales Contract, Conditions of Sale or other documents compiled by the Vendor or invalidity  of other provisions. In that case, the Parties will make their best efforts to replace that provision with the new  provision that would comply with the initial intent of the Parties regarding the purpose of such provision to  the greatest possible extent.

7.3. All information regarding the Sales Contracts and Orders is delivered to the other Party at least in a format  which can be reproduced in writing.

7.4. Sales Contract, Order, Conditions of Sale and all other related documents are subject to the law of the  Republic of Estonia, except for the United Nations Convention on Contracts for the International Sale of Goods  (the CISG).

7.5. The Parties will attempt to settle all disputes between the Parties by negotiations. If that fails, the disputes  between the Parties will be settled in accordance with the provisions of the legislation applicable in the  Republic of Estonia.