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GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS BY AS VIPEX

1. SUBJECT MATTER OF THE AGREEMENT AND DEFINITIONS
   1. These General Terms and Conditions for the Sale of Goods (hereinafter referred to as the General Conditions) determine the primary terms for the sale of Goods between the Seller and the Buyer.
   2. The following terms in the General Conditions have the meanings set forth below:
      1. “Price List” means a list that includes a selection of products offered by the Seller, as well as the prices from which the Buyer must proceed when submitting Orders.
      2. “Goods” means the products offered by the Seller, whose assortment and prices are listed in the Price List (Annex 1 to the Agreement).
      3. “Sales Agreement” means the part of the Agreement that includes, among other things, the Buyer’s and the Seller’s details, as well as the Credit Limit.
      4. “Payment Due Date” means the deadline for paying for the Goods, specified in the Sales Agreement.
      5. “Seller” means AS Vipex, registry code 10170170.
      6. “Buyer” means the person designated as the buyer in the Sales Agreement.
      7. “Order” means an order for Goods submitted by the Buyer to the Seller, which the Buyer sends directly to the Seller’s sales representatives by fax, by email to tellimused@vipex.ee, or in writing; once confirmed by the Seller, the Order determines the assortment and quantity of the ordered Goods and the place where the Goods are handed over.
      8. “Business Day” means each weekday from Monday to Friday, excluding days that are public holidays under the Public Holidays and Days of National Importance Act.
   3. The Sales Agreement, together with these General Conditions, the Price List, and any other annexes (hereinafter collectively referred to as the Agreement), determine the rights and obligations of the Seller and the Buyer with regard to the sale of Goods. Any General Conditions and Price List currently published on the Seller’s website at any time shall form an integral part of the Agreement, regardless of whether the General Conditions and Price List are physically annexed to the Sales Agreement.
   4. These General Conditions are standard terms, and each Order placed by the Buyer and confirmed by the Seller is considered a separate sales agreement to which the provisions of the Agreement apply. Amendments to the General Conditions, Price List, Payment Due Date, or Credit Limit do not apply to those Goods for which the Seller, prior to the effective date of such amendments, has already confirmed the corresponding Order from the Buyer.
2. ORDERING, DELIVERY, AND HANDOVER OF THE GOODS
   1. Annex 2 to the Agreement sets out the exact addresses of the Buyer’s places of business, any other necessary contact information, and the Buyer’s representatives at each place of business who have the right to submit Orders for Goods from the Seller for delivery to the respective place of business and/or who have the right to accept Goods on behalf of the Buyer at that place of business and to carry out all actions related to receiving the Goods (including inspecting the Goods and notifying the Seller of nonconformance of the Goods to the terms of the Agreement). The Buyer is obliged to inform the Seller immediately in writing of any changes to these representatives by sending the Seller an amended Annex 2. The persons listed in Annex 2 are considered Buyer’s representatives and their authority to carry out the actions specified in this paragraph is deemed valid until the Buyer has notified the Seller of changes in representation in the manner described above. If a person acting as the Buyer’s representative makes statements or acts in a way that could lead the Seller, acting reasonably, to believe that such person has the authority to perform the actions mentioned in this paragraph, such person shall be deemed a representative of the Buyer and their authority to perform the actions described in this paragraph shall be considered valid.
   2. If the Buyer wishes to change the places of business listed in Annex 2 to the Agreement, including adding or removing places of business or changing the contact information for such places, the Buyer is obliged to notify the Seller in writing by sending the Seller an amended Annex 2. Changes regarding places of business take effect upon confirmation by the Seller.
   3. The Goods are ordered by the Buyer submitting an Order. The Seller delivers the Goods specified in the Order to the Buyer on the delivery date shown in the Order confirmation, to the place of business listed in Annex 2 of the Agreement, which the Buyer designates when submitting that Order. The cost of delivering the Goods shall be borne by the Buyer in accordance with the Seller’s price list, unless the parties agree on a different way of delivering the Goods. Together with the Goods, the Seller shall provide the Buyer with all accompanying shipping documents. The Buyer must accept the ordered Goods at the place of business stated in the Order on any Business Day between [9:00 and 17:00]. In the event of delay in receiving the Goods or if the Goods cannot be handed over, the Buyer is obliged to compensate the Seller for any damage incurred as a result, including loss of profit.
   4. If it has been agreed that removal of the Goods from the delivery location will be arranged by the Buyer, the free storage period is two (2) working days from the delivery date confirmed by the Seller. Once that period is exceeded, the Buyer is obliged to compensate the Seller for the warehouse service provided, according to the applicable price list.
   5. Upon handing over the Goods to the Buyer, the Buyer’s representative shall sign the relevant written document provided by the Seller for the handover (a picking list, a delivery note, or an invoice-delivery note), indicating on it, among other things, their first and last name and the date of signature. The Goods shall be considered duly handed over to the Buyer in accordance with the Agreement, and the risk of accidental loss or damage to the Goods passes to the Buyer upon the Buyer’s representative signing the handover document. Title to the Goods shall pass from the Seller to the Buyer upon full payment of the purchase price of the Goods.
3. INSPECTING THE GOODS AND DEFECTS
   1. Upon receiving the Goods, the Buyer must immediately inspect the delivered Goods, including verifying that their quantity corresponds to the terms of the Agreement. In the event of any nonconformity, the Buyer must promptly inform the Seller’s representative who is present at the handover, and such information shall be recorded on the Goods handover document.
   2. If the Goods are packaged in such a way that on-site inspection is not possible, the Buyer must notify the Seller no later than the next Business Day after the Buyer became or should have become aware of the nonconformity, providing a sufficiently detailed description of such nonconformity. In any case, the Buyer must inform the Seller of any nonconformity of the Goods with the terms of the Agreement no later than five (5) Business Days from the date on which the Goods were handed over by the Seller to the Buyer.
   3. If the Buyer wishes to return purchased Goods, such return must be agreed upon with the Seller in advance. The Goods returned by the Buyer to the Seller, as well as the packaging of such Goods, must be clean, intact, and in saleable condition. If the returned Goods are not clean, intact, or in saleable condition, the Seller shall not be obliged to accept and credit those Goods. If defects are discovered in the returned Goods during later inspection, the Seller will inform the Buyer in writing. The Buyer must remove the defective Goods from the Seller’s warehouse within five (5) working days after receiving such notice. If the Buyer does not remove the defective Goods from the Seller’s warehouse within five (5) working days after receiving notice, the Seller is entitled to dispose of them.
4. LIST OF GOODS, PRICE OF THE GOODS, PAYMENT OF THE PRICE, FINANCIAL OBLIGATIONS
   1. The Seller has the right at any time to add new Goods to the Price List or to remove certain Goods from it.
   2. The Buyer is obliged to pay the Seller for the Goods at the price specified in the Seller’s currently valid Price List.
   3. The Seller has the unilateral right to change the prices indicated in the Price List at any time. In particular, the Seller may unilaterally change the prices indicated in the Price List if the laws and regulations change and/or the costs borne by the Seller in acquiring the Goods (especially the price paid by the Seller to the manufacturer or other entity for the Goods, and/or taxes and/or fees associated with exporting or importing the Goods, and/or other costs related to storing and/or handing over the Goods to the Buyer) change. In the aforementioned situations, the Seller may adjust the prices in the Price List to the extent that the Seller’s costs for fulfilling the Agreement increase as a result of these changes. The Seller will notify the Buyer of Price List changes, where possible, within a reasonable period before making the change, indicating the date the change takes effect.
   4. The Buyer must pay the Seller for the Goods by the Payment Due Date, by bank transfer or in cash, according to the invoice-delivery notes issued by the Seller. The Buyer must also fulfill all other monetary obligations arising from the Agreement, including costs for delivering the Goods. The Buyer’s monetary obligation under the Agreement shall be deemed fulfilled when the entire amount owed is fully credited to the Seller. If the Buyer is obliged to pay the Seller for several invoice-delivery notes that have become due, any payments made by the Buyer shall be applied to the outstanding payment obligations in the order in which they fell due. If the Buyer, in addition to the principal payment obligation, must pay expenses and default interest, then the sum paid is deemed to cover first the expenses, then the overdue default interest, and finally the principal amount.
   5. If the Buyer breaches a monetary obligation under the Agreement, including delays in fulfilling any monetary obligations under the Agreement, the Seller, in addition to other remedies, has the right to:
      1. Refuse to hand over to the Buyer any Goods ordered by the Buyer until the Buyer has fully fulfilled their monetary obligation, provided that such right also applies if the Buyer confirms performance or offers a sufficient guarantee for performance.
      2. Give the Buyer an additional deadline to fulfill the obligation.
      3. Claim default interest of 0.5% per day of delay for each calendar day for which payment remains overdue, calculated on the overdue amount.
      4. Unilaterally reduce the Credit Limit or terminate the provision of credit by notifying the Buyer immediately, but no later than three (3) Business Days after the reduction in the Credit Limit or the termination of credit.
   6. If the Buyer breaches a monetary obligation under the Agreement and fails to fulfill it within the additional deadline provided by the Seller, the Seller has the right to:
      1. Shorten the Payment Due Date unilaterally by informing the Buyer at least one (1) Business Day before the new Payment Due Date takes effect.
      2. Demand immediate payment for all unpaid invoices issued to the Buyer or payment by a deadline specified by the Seller (regardless of the original due date of such invoices).
      3. Terminate the Agreement immediately without notice by issuing a corresponding written notice of termination to the Buyer.
   7. If the Buyer breaches a monetary obligation under the Agreement, then, in addition to other rights arising from the Agreement or by law, the Seller is entitled to demand reimbursement of all costs associated with collecting the debt.
5. CREDIT LIMIT
   1. The Seller may sell Goods to the Buyer on credit, specifying the Credit Limit in the Sales Agreement. The Seller may unilaterally change the Credit Limit. When setting the Credit Limit, the Seller takes into account the Buyer’s potential turnover, delivery frequency, Payment Due Date, the Seller’s assessment of the Buyer’s financial risk, and other similar circumstances.
   2. The Buyer is only entitled to order Goods from the Seller if the value of the ordered Goods, together with the sum of all unpaid invoices issued to the Buyer by the Seller (whether due or not), is less than or equal to the Credit Limit.
   3. In addition to the basis provided in Clause 4.5.4, the Seller also has the right to reduce the Credit Limit or terminate the provision of credit unilaterally if the Buyer breaches any principal obligation under the Agreement, if the Buyer’s turnover potential decreases in the Seller’s judgment, or if the Buyer’s financial risk has increased in the Seller’s judgment. The Seller will inform the Buyer of such a reduction in the Credit Limit at least one (1) Business Day before the reduction takes effect.
6. VALIDITY, AMENDMENT, AND TERMINATION OF THE AGREEMENT
   1. The Agreement enters into force at the moment it is signed by both Parties and is concluded for an indefinite term.
   2. The Agreement may be amended only by mutual written agreement of the Parties, unless the Agreement stipulates a right to amend the Agreement unilaterally or in another form.
   3. The Seller has the right to unilaterally amend the General Conditions. The Seller shall publish the amended General Conditions on its website, informing the Buyer about amendments to the General Conditions through the Seller’s website at least fourteen (14) calendar days before the amendments take effect, indicating the date they come into effect. If the Buyer does not agree to the amendments, the Buyer may terminate the Agreement before the effective date of such amendments by giving the Seller a corresponding written notice of termination at least seven (7) calendar days in advance. The right of termination expires if the Buyer does not submit a termination notice before the amendments to the General Conditions take effect.
   4. Either Party has the right to terminate the Agreement at any time without stating a reason by giving the other Party a corresponding written notice of termination at least thirty (30) calendar days in advance.
   5. If the Buyer breaches any principal obligation under the Agreement and fails to fulfill it within the additional deadline provided by the Seller, the Seller is entitled to terminate the Agreement by issuing a corresponding written notice of termination without further notice. If a bankruptcy petition is filed against the Buyer or the Buyer’s bankruptcy proceedings are initiated, or if the Buyer’s assets are seized partially or entirely, the Seller is entitled to terminate the Agreement by giving the Buyer at least one (1) Business Day’s written notice of termination.
   6. Termination of the Agreement on any basis under law or the Agreement does not affect payment for Orders already filled in accordance with the Agreement. The rights and obligations that arose under the Agreement before its termination remain in effect.
7. NOTICES
   1. Each Party shall submit all notices related to the Agreement to the other Party using the contact details given in the Sales Agreement, or amended contact details under Clause 8.3. The foregoing does not apply when the Agreement prescribes disclosure of information via the website. The Seller sends all notices specified or related to the Agreement to the Buyer in this manner, and the Seller has no obligation to send any notices specified or related to the Agreement separately to the Buyer’s representatives at each place of business. The previous sentence does not affect the confirmation of Orders.
   2. If the Agreement requires a notice in written form, the notice may be sent by registered or regular mail, courier, personal delivery, fax, or via email with a digital signature. In other cases, the notice may be sent via email without a digital signature or via fax. Notices regarding termination of the Agreement may not be transmitted via fax.
   3. Each Party is obliged to promptly inform the other Party in writing about any changes to the address or contact details in the Sales Agreement.
8. OTHER CONDITIONS
   1. Any disputes arising out of or relating to the Agreement that cannot be resolved through negotiations between the Parties shall be settled in Harju County Court.
   2. Neither Party may, without the prior written consent of the other Party, disclose to any third party the contents of the Agreement or any non-public information that becomes known during the performance of the Agreement, except in cases not provided for in the Agreement. The Party shall ensure that the obligations specified in this paragraph are also observed by its employees, representatives, advisors, and other persons the Party uses in its business activities or in fulfilling obligations under the Agreement. This does not apply to information disclosed in order to comply with mandatory requirements under law.
   3. The rights and remedies of the Seller under the Agreement are not exhaustive and do not exclude other statutory rights or remedies. In the event of a breach of obligation, the Seller may use any remedies arising from the Agreement, whether individually or together, provided they are capable of being used simultaneously.
   4. If a Party has the right to claim from the other Party any default interest under the Agreement, that Party may submit notice of such a claim to the other Party within three (3) months from the day the entitled Party became aware of the right to claim default interest. The Party required to pay default interest, damages, or reimburse expenses must pay the default interest and compensate any damages or expenses within fourteen (14) calendar days from the date of receiving such a demand from the entitled Party.