Sales & Delivery Terms

1. Interpretation

Hereinafter the buyer (“Buyer”) means an entity purchasing goods and services (“Goods”) from the Tallinna Masinatehas OÜ or the entity belonging to same group (“Supplier”) whose order for the Goods is accepted by the Supplier. Present International Sales and Delivery Terms (“Terms”) are binding conditions for any and all purchases of the Supplier`s Goods and publically available at www.tmt.ee. In case od the discrepancies between the Terms and the separate contract such contract shall prevail.

2. Basis of the sale

2.1. The Supplier shall sell and supply the Goods to the Buyer subject to these terms and conditions (“Conditions”), which shall govern the contract (“Contract”) for the sale of the Goods provided by the Supplier hereunder to the exclusion of any other terms and conditions.

2.2. No variation to these Conditions shall be binding unless agreed in writing by an authorized representative of the Supplier. Conditions shall include any special terms and conditions agreed in writing by the Supplier and the Buyer; any special terms shall prevail.

3. Orders and specifications

3.1. No order submitted by the Buyer is accepted by the Supplier unless confirmed in writing by the Supplier’s authorized representative or delivery of the Goods by the Supplier.

3.2. The quantity, quality and description of and any specification for the Goods are those set out in the Supplier’s quotation or the Buyer’s order (to the extent accepted by the Supplier).

3.3. The Supplier may make changes to the specification of the Goods in order to conform with any statutory or EC requirements or if changes do not materially affect Goods quality or performance.

3.4. All drawings, designs, specifications and other information provided by the Supplier are confidential and all intellectual property rights in respect of them remain vested in the Supplier and shall not pass to the Buyer.

4. Price of Goods

4.1. The price of the Goods shall be the price specified in separate written agreement or, if none, on the Supplier's order acknowledgement or, if none, on the Supplier’s quotation or, if none, on the Supplier’s price list. All prices quoted are valid for 30 days only or until earlier acceptance by the Buyer.

4.2. The Supplier may vary the price at any time before delivery to reflect any change in the cost beyond the control of the Supplier (e.g. foreign exchange, costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer.

4.3. All prices of the Goods are given on EXW, Incoterms 2010, basis. Prices exclude value added tax and other taxes and duties as well as any charges for transport, packaging and insurance. Any amendments to the terms different from Incoterms 2010 shall be in force if they are concluded in written form and signed by both parties.

5. Terms of payment

5.1. The Buyer shall pay the invoice (in full without any set off, deduction or counterclaim) in Euros, unless the Supplier specifies otherwise, other to the Supplier’s bank account specified in the invoice within 14 days from the date of the invoice.

5.2. The Supplier is entitled to charge an interest of 0.5% per day from the outstanding indebtedness on the delayed payments.

6. Delivery and Performance

6.1. Term of delivery shall be EXW, Incoterms 2010.

6.2. Any dates quoted for delivery of the Goods are approximate only and the Supplier shall not be liable for any delay in delivery of the Goods unless being in delay more than two weeks from the agreed approximate delivery date and having received the Buyer’s written notification.

6.3. If the Buyer fails to take delivery of the Goods or fails to give the Supplier adequate delivery instructions then, without prejudice to any other right or remedy available to the Supplier, the Supplier may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage and/or sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.

6.4. The Buyer shall comply with all laws governing the importation of the Goods into the country of destination.

7. Risk and property

7.1. Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery of the goods at the disposal of the Buyer (or the carrier provided by the Buyer). The Buyer should insure the Goods accordingly.

7.2. The property in the Goods shall pass to the Buyer upon the payment in full of the price of the Goods.

7.3. The Goods are pledged in favour of Supplier until the purchase price is paid in full. In case of bankruptcy, the Goods are not belong to the bankruptcy estate and shall be excluded from the bankruptcy estate thereof; the Buyer is obliged to inform the bankruptcy trustee respectively.

7.4. Until the moment of the title for the Goods to pass to the Buyer, the Buyer undertakes to keep the accounting of the Goods as a trustee separately from the other assets of the Buyer, as the best possible way, securely and to mark-up that this is the title of the Supplier. The Buyer shall not be entitled to dispose such Goods until the possession obtained.

7.5. In case of Buyer`s failure to pay for the Goods, the Supplier shall be entitled to remove the Goods from the Buyer`s or third parties property and the Buyer shall bear all the relative expenses, costs and liabilities arising thereof.

7.6. Until the time, when title passes to the Buyer, the Supplier has rights to demand that the Buyer would return the Goods to the Supplier, and when the Buyer fails to do this immediately, to entry to the Buyers premises, where the Goods are stored and to take the possession of the Goods.

7.7. Until the time, when the purchase price is paid, the Supplier under the written consent of the Buyer to sell the Goods in his ordinary course of business. In this case the Buyer shall assign to the Supplier all the rights (principal and additional claims) against the third parties arising from such sales. The Buyer shall procure that, the sale is made under the present conditions, among others (inter alia) with the condition of the reservation of title until the payment of the purchase price. It is assumed that the assignment of the third parties claims is agreed between the parties without, that any additional actions would be necessary for such assignment. The Buyer accepts such assignment of the claims. The assignment is void, if the purchase price is paid.

8. Liability

8.1. The Buyer shall inspect the Goods upon the delivery. Any claim for any defect in the quality or condition of the Goods shall be notified in writing to the Supplier within eight days of delivery or, where the defect was not apparent, of discovery of the defect, but, in any event, within twelve months of delivery.

8.2. The Supplier does not warrant accuracy or otherwise of any design, drawing, specification, instructions, or information or advice it provides in relation to the Goods. All warranties in relation to the Goods whether express or implied are excluded to the fullest extent permitted by law including but not limited to warranties with regard to fitness for the purpose and merchantability.

8.3. In case of defective Goods, the Supplier may, at its option, replace or repair the Goods free of charge or refund the price of the Goods, but the Supplier shall have no further liability to the Buyer.

8.4. Under no circumstances the Supplier shall be liable to the Buyer for loss of contracts, profits, revenue, business, or other indirect or consequential loss howsoever caused. The Supplier’s entire liability under the Contract shall not exceed the price of the Goods which are the subject of the claim by the Buyer.

9. Insolvency of Buyer

9.1. The Buyer shall inform the Supplier of any and all circumstances as follows:

- The Buyer starts restructuration;

- Liquidation proceedings;

- Insolvency;

- Bankrupt;

- business disturbance or any inability to fulfil the payment obligations.

9.2. Without prejudice to any other right or remedy available to the Supplier, the Supplier may cancel the Contract or suspend any further deliveries without any liability to the Buyer, if: (i) the Buyer is in breach of a payment to the Supplier or any other company within the Supplier`s group; (ii) makes any voluntary arrangement with its creditors or becomes bankrupt or goes into liquidation; or (iii) the Buyer ceases, or threatens to cease, to carry on business; (iv) the Supplier reasonably believes that any of the foregoing events is about to occur in relation to the Buyer and notifies the Buyer accordingly; or (v) Supplier has become aware of the circumstances referred to in the section 9.1.

10. Special Conditions

10.1. The Buyer cannot assign its rights under the contract to any third parties.

10.2. The Supplier can set-off its claims against the Buyer with any of the claims of the Buyer against the Supplier. The Buyer as a debtor waives its wright to determine the order of performance of the outstanding obligations and gives this right to the Supplier, and the Supplier can itself determine what obligations and in which order to be set-off between the parties.

11. General

11.1. No waiver by the Supplier of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
 
11.2. If any provision of the contract is held to be invalid or unenforceable, the validity of the other provisions of the Contract shall not be affected.
 
11.3. The Contract shall be governed by and construed in accordance with the laws of Estonia.
 
11.4. Any dispute, controversy or claim arising out of or in connection with this contract shall be finally settled in accordance with the Estonian laws in the Harju Maakohus of Estonia (Kentmanni building). The hearings shall be proceeded in Estonian language.
 
11.5. Without prejudice to clause 11.4 above, the Supplier reserves the right, at its own choice, to sue the Buyer at the Buyer’s general place of jurisdiction.