Terms of Sale
General Terms of Sale
Scope of Application
All supplies and the services associated with them shall be provided exclusively on the basis of these General Terms of Sale. References made by Buyer to his general terms and conditions are hereby rejected. These General Terms of Sale shall also apply to all future business. Deviation from these General Terms of Sale require the explicit written approval of KJA Creative OÜ (hereinafter "KJA").
2. Offer and Acceptance
KJA's quotations are not binding and shall be valid 14 days from the date of quotation. The contract is concluded by Buyer's order (Purchase Order) and by KJA's acceptance. In case the acceptance differs from the Purchase Order, such acceptance constitutes a new non-binding offer of KJA.
3. Product quality, specimens and samples; guarantees
3.1 Unless otherwise agreed, the quality of the goods is exclusively determined by KJA's product specifications.
3.2 The properties of specimens and samples are binding only insofar as they have been explicitly agreed to define the quality of the goods.
3.3 Quality data as well as other data constitute a guarantee only if they have been agreed and designated as such.
Any advice rendered by KJA is given to the best of KJA's knowledge. Any advice and information with respect to suitability and application of the goods shall not relieve Buyer from undertaking his own investigations and tests.
The quantities upon departure shall form the basis for calculation of the sales price. KJA’s prices include packaging (except for packaging, which is supplied by way of lending) plus value-added tax at the statutory rate, if applicable. If KJA's prices are generally altered between the date of contract and dispatch, KJA may apply the price or the terms of payment in effect on the date of dispatch. In the event of a price increase, Buyer is entitled to withdraw from the contract by giving notice to KJA within 7 calendar days after notification of the price increase.
Delivery terms shall be Free Carrier (FCA) Tallinn, Estonia unless agreed otherwise. General Commercial Terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is concluded, unless specifically agreed otherwise. In case of delay, KJA shall not be held liable for any damages, loss or penalty.
7. Damage in Transit
Acceptance of the goods shall be FCA and risk of loss shall pass to the Buyer upon KJA’s delivery to the carrier.
8. Compliance with legal requirements
Unless specifically agreed otherwise, Buyer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
9. Payment terms
9.1 The Buyer is obliged to pay 100% prepayment of the full purchase price within 14 calendar days as of the date of signing of the Purchase Agreement or Purchase Order.
9.2 Failure to pay the purchase price by the due date as per clause 9.1 constitutes a fundamental breach of contractual obligations. In case the Buyer has not paid the prepayment within the time specified in clause 9.1 then KJA has the right to cancel the agreement and/or withhold and/or recall any agreed deliverables.
9.3 In the event of a delay with any payment by the Buyer, the Buyer shall pay to KJA default interest on the amount outstanding at the rate of 0.5% per each calendar day in delay.
10.1 KJA's liability shall be capped with the amount of the Purchase Order and limited to compensation for typical, foreseeable losses. In the event of a simple negligent violation of nonfundamental contractual obligations, KJA shall not be liable. The foregoing limitations on liability do not apply to damage to life, body or health.
10.2 KJA is not liable to Buyer in case of impossibility or delay in the performance of its supply obligations if the impossibility is triggered by Buyer.
11 Buyer's rights regarding defective goods
11.1 KJA must be notified of any defects that can be discovered during routine inspection immediately upon receipt of the goods; other defects must be notified immediately after discovery within a period of 14 calendar days after receipt of the goods at the latest. Notification must be in writing, documented via photography and must precisely describe the nature and extent of the defects. KJA shall not be liable in case any modification or repair by Buyer has been attempted or if the goods have been used in any other way than explicitly allowed by KJA as regular goods handling. KJA will not be liable for any damages caused by accident on the Buyer’s side or any force majeure event.
11.2 If the goods are defective and Buyer has duly notified KJA in accordance with item 11.1, Buyer has its statutory rights, provided that:
a) KJA has the right to choose whether to remedy the defect or supply Buyer with non-defective replacement goods.
b) KJA may make two attempts according to lit. a) above. Should these fail or cause unreasonable inconvenience to Buyer, Buyer may either withdraw from the contract or demand a reduction in the purchase price.
c) with regard to claims for compensation and reimbursement of expenses on a defect, item 11 applies.
11.3 Buyer's claims for defective goods are subject to a period of limitation of 14 calendar days from receipt of the goods. In the following cases the legal periods of limitation apply instead of the 14 calendar day period:
a) liability for wilful misconduct,
b) claims against KJA relating to the defectiveness of goods that when applied to goods in the ordinary manner caused it to be defective,
c) claims for damage to life, body and health caused by KJA's negligent breach of duty, or by wilful or negligent breach of duty on the part of KJA,
d) claims for other damage caused by KJA's grossly negligent breach of duty.
12. Force Majeure
To the extent any incident or circumstance beyond the KJA's control (including natural occurrences, war, strikes, lock-outs, epidemic, pandemic, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, acts of government), reduces the availability of goods from the plant from which the KJA receives the goods such that KJA cannot fulfill its obligations under this contract (taking into account on a pro rata basis other supply obligations), KJA shall be relieved from his obligations under this contract to the extent KJA is prevented from performing such obligations and have no obligation to procure goods from other sources.
13. Place of Payment
Regardless of the place of delivery of goods or documents, the place of payment shall be KJA's place of business or to the bank account of KJA’s designation.
Any notice or other communication required to be received by a party is only effective at the moment it reaches this party. If a time limit has to be observed, the notice or other communication has to reach the recipient party within such time limit.
Any dispute arising out of or in connection with this contract shall be heard at the court having jurisdiction over KJA's principal place of business.
KJA shall have the sole discretion to terminate the Agreement and refuse any further shipments in case of insolvency or bankruptcy of Buyer; if Buyer breaches this Agreement.
17. Applicable law
The contractual relationship shall be governed by Estonian law.
18. Contract Language
If these General Terms of Sale are made known to Buyer in another language, in addition to the language in which the sales contract has been concluded (Contract Language), this is merely done for Buyer's convenience. In case of differences of interpretation, the version in the Contract Language shall be binding.