- Subject of the Agreement
1.1. The Seller sells, and the Buyer receives and pays for the Goods, in accordance with the provisions of the Agreement.
1.2. Technical parameters of the Goods are indicated in this offer, which is an integral part of the agreement.
1.3. The Seller maintains the ownership rights to the Goods until the Buyer manages all payments to Seller in accordance with the Agreement.
- Price and payment conditions
2.1. Parties agree that the purchase price of the Goods, hereinafter – the Purchase Price.
2.2. The Buyer manages payment for the Goods in following order in the date of invoice.
2.3. All payments related to execution of the Agreement, the Buyer manages by transfer to the Seller’s bank account based on invoice payment information. All expenses involving payment transfer are covered by the Buyer.
2.4. If Seller did not receive full payment more like 5 (five) calendar days after payment date, Seller has the right unilaterally terminate this Agreement without warning.
- Rights and obligations of the Seller
3.1. The Seller acknowledges that he has all rights to conclude this Agreement and he is the sole owner of the Goods.
3.2. The Seller undertakes to submit to the Buyer on his demand documents attesting quality of the Goods.
3.3. The Seller guarantees that quality of the Goods conforms to manufacturers’ stated standards. Quality of the Goods is determined according to manufacturers’ certificate or other quality attesting documents.
3.4. Additionally, to delivery job who mentioned in this agreement seller made consulting and if it necessary start up procedure in object.
- Rights and obligations of the Buyer
4.1. The Buyer undertakes and guarantees to pay to the Seller for the Goods according to the provisions of the Agreement and invoices.
4.2. The Buyer admits that the ownership rights to the Goods belong to the Seller until complete settlement of the Purchase price and other payments provided by the Agreement.
4.3. The Buyer indicates its authorised representatives entitled to receive the Goods.
4.4. The Buyer undertakes to notify the Seller in writing about any changes in indicated authorised persons immediately. In case of non-fulfilment of the mentioned obligation, the Seller is not liable to the Buyer and the Buyer undertakes to implement the Agreement and pay for the Goods ordered by the authorised persons.
4.5. At the Seller’s request authorised representative of the Buyer is obliged to present to the Seller his identification document. The Seller is entitled to refuse from delivery of the Goods to the other persons.
4.6. The Buyer shall guarantee that the Buyer will not perform the following actions:
4.6.1. copy, reproduce or multiply the Goods and its components in any way;
4.6.2. combine the Goods and its components with parts from other suppliers/manufacturers;
4.6.3. dismantle the Goods or its components without the Seller`s written consent for the purposes of improving them;
4.6.4. interfere with the software or change settings of the Goods without the Seller`s written consent;
4.6.5. cover or remove the Sellers`s markings, serial number, logo or other information from the Goods.
4.7. Penalty on breach of any of points 4.6.1 to 4.6.5. separately is charged as EUR 1`000,- (one thousand euro) per unit and per breached point from the Buyer to the Seller.
- Delivery – acceptance of the Goods
5.1. The Sellers delivers the Goods in such modification, parameters and equipment that is provided in the Commercial Proposal in the Agreement from full payment receiving date.
5.2. The Goods which are purchased under this Agreement shall be delivered following requirements of Incoterms 2010 unless mutually in written agreed otherwise. The precise information regarding the warehouse will be stated in the purchasing order.
5.3. At the moment of cargo delivery the Seller’s representative forwards to the carrier the following documents:
5.3.1. Consignment note (CMR) – 1 pcs;
5.3.2. Invoice – 1 pcs;
5.3.3. Detailed packing list – 1 pcs (if need);
5.3.4. Certified Order – 1 original (if need).
5.4. During 72 hours from the moment the Goods has been handed over to the carrier the Seller sends the Buyer via e-mail or fax written notification about shipment, place of delivery, date of delivery, quantity of the Goods weight and units, as well as all copies of the documents mentioned in article 5.3.
5.5. In a sense of the present Agreement (in case parties applies INCOTERM 2010 FCA Latvia, Liepaja, the delivery date shall be considered the date, when the Seller has handed over the Goods to the carrier for the further shipment and has signed the shipping documents regarding this fact (CMR and transfer – acceptance act).
5.6. If within the delivery-acceptance process the Buyer establishes that the Goods are low-grade or damaged, not in complete set, out of order, contains any defects or do not conform to provisions of the Agreement, the Buyer submits a deed to the Seller, indicating established defects. If the Buyer has accepted and signed the invoice and Deed of delivery – acceptance of the Goods without any objections, the Buyer has no right to claim against the quality or quantity of the Goods later on, except occasions when covert damages are established which the Buyer could not realize at the delivery-acceptance of the Goods.
5.7. The Seller evaluates the Buyer’s deed on the established defects and after elimination of the defects informs the Buyer on possibility to receive the Goods. The Buyer manages delivery – acceptance of the Goods in accordance with the provisions of the Agreement.
5.8. By signing the Deed of delivery – acceptance of the Goods, the Buyer confirms that he has seen and visually examined the technical and visual condition of the Goods and that he has not and will not have any claims with regard to this in the future.
- Guarantee of the Goods
6.1. The Seller guarantees flawless operation of the 12 months from goods delivery date of the invoice, hereinafter – the Guarantee.
6.2. The Buyer immediately informs the Seller on the defects and damages established to the Goods within Guarantee period.
6.3. Seller’s responsibility and warranty terms and conditions are indicated in the Appendix, which is attached to the Agreement.
6.4. The Guarantee is not applied to the natural wear and tear of the Goods as well in case if the Buyer has not abided the exploitation conditions of the Goods based on kartin user manual.
- Ownership rights
7.1. Ownership rights to the Goods proceed to the Buyer after full settlement of payments for the Goods. In case of default the Seller has rights to alienate the Goods in accordance with the Agreement and order set by laws and regulations.
- Force Majeure
8.1. The Parties are released from liability for partial or full non-performance of their obligations hereunder if such non-performance has arisen due to force majeure circumstances, with their activity commencing after the execution of the Agreement and which could not have been foreseen or avoided by the Parties earlier.
8.2. Such force majeure circumstances include fire, warfare, weather and other nature events, general accident, accidents with personnel, acts of God as well as other circumstances that are beyond control and influence of the Parties and that affect directly performance of the obligations by the Parties under the Agreement.
8.3. The Party referring to force majeure circumstances notifies the other Party in writing stating the time when performance of obligations is to be resumed, with the confirmations issued by competent authorities (if available) that confirm the fact of occurrence of force majeure, no later than 7 (seven) days of the day of occurrence of such circumstances.
8.4. The Party affected by force majeure exerts maximum effort to overcome such force majeure and mitigate its consequences. If as a result of force majeure circumstances (i) material and irretrievable damage is done to the purposes of the Agreement or (ii) operation of the Party is hindered for more than 45 (forty-five) consecutive days, the Parties shall meet to discuss possible alternatives aimed at elimination of force majeure circumstances, including the option of termination the Agreement.
- Other Provisions
9.1. The Parties agree that the Agreement takes effect on its signing day and shall be effective until fulfilment of the commitments of the Parties under this Agreement.
9.2. The Parties confirm that they understand the content and meaning of the Agreement and declare the Agreement correct and mutually beneficial.
9.3. This Agreement supersedes any and all earlier written or oral agreements relating to the subject matter of the Agreement between the Parties.
9.4. All issues not regulated in the Agreement are resolved in accordance with the valid legal norms in the Republic of Latvia at the time of execution of the Agreement.
9.5. If any provision of the Agreement becomes invalid, this will not affect validity of the other provisions of the Agreement.
9.6. All amendments and supplements of the Agreement shall be made in writing and attached hereto as Appendix; upon their signing by all Parties such documents become an integral part of the Agreement, except the cases specified in the Agreement when other procedure is applied.
9.7. The Agreement is binding for the Parties, their authorised persons and successors to rights and obligations.
9.8. Titles of the chapters are used in the Agreement for convenience purposes only and therefore do not affect interpretation of the content of the Agreement.
9.9. In this Agreement the meaning of the term “day” is a calendar day.
9.10. All notices and claims related to performance of the Agreement shall be given to the other Parties in writing and copy is sent to the email address at the addresses specified in the preamble of the Agreement and are considered received:
9.10.1. on the 5th (fifth) business day of the day of discharge, if sent by registered mail;
9.10.2. on the day of delivery at the recipient’s address, if delivered in person against signature.
9.11. The Party undertakes to notify immediately other Party of any changes in its location, name of representative, bank details and other essential information that could affect proper performance of the Agreement. The Parties are fully liable for failure to perform such obligation timely.
9.12. The Agreement has been drafted in English in 2 (two) counterparts; one for the Seller and one for the Buyer.
9.13. The Agreement has been prepared and will be performed pursuant to the legal provisions of the Republic of Latvia. Rights and obligations of the Parties not specified herein are regulated by respective laws and regulations of Latvia.
9.14. Appendixes of the Agreement are integral part of the Agreement – Proforma Invoice, Kart or Unit Specification PDF and Kart User Manual.