General terms and conditions of the Werroform OÜ sales contract

Valid from 2025.

These General Terms and Conditions of Sale (hereinafter General Terms and Conditions) set out the general terms and conditions of sales contracts (hereinafter Sales Contract) concluded by Werroform OÜ (hereinafter Seller) with the customer (hereinafter Buyer) for the sale of goods (hereinafter Goods).

1. The General Terms and Conditions are an integral part of the sales contract and by concluding the sales contract, the buyer confirms their acceptance of the General Terms and Conditions.

2. The seller and buyer agree on specific terms and conditions in the sales contract and any annexes to it.

3. The buyer submits an order to the seller verbally, by phone or email, which includes a description of the goods to be ordered, names of the goods, quantities, and desired delivery time.

4. Based on the buyer's order, the seller submits an offer to the buyer by e-mail as an order confirmation, in which it confirms (including, if necessary, changing or supplementing) the terms of the order to be fulfilled (product names, price, quantity, delivery terms). The seller has the right to refuse to confirm the order or confirm it under changed terms (e.g. changed deadline).

5. The buyer notifies the seller of the confirmation of the offer by e-mail. The confirmed offer forms the basis for the terms and conditions of the sales contract. If the buyer confirms the seller's offer in part or on terms and conditions that have been changed compared to the offer, the seller will submit a new offer to the buyer until the buyer confirms the offer on the terms and conditions set out therein.

6. Based on the confirmed offer and other agreements between the parties, a sales contract is concluded, which enters into force upon its signing by the seller and buyer.

7. Unless otherwise agreed by the parties, the buyer's order shall be deemed to have been fulfilled when the goods are ready for delivery to the buyer at the seller's premises. The buyer is obliged to accept and transport the goods from the seller's premises within twenty-one (21) days of the seller's notification of the readiness of the goods. In the event of a delay in acceptance by the buyer of the goods, the seller has the right to demand from the buyer a contractual penalty of zero point one percent (0.1%) of the value of the goods for each day of delay.

8. A delivery note is drawn up upon receipt of the goods, signed by the seller and the buyer (or a person authorized by the buyer). The buyer undertakes to inform the seller of the names of the person or persons authorized to receive the goods.

9. The risk of accidental loss or damage to the goods and the right of ownership are transferred from the seller to the buyer upon receipt of the goods and their removal from the seller's premises.

10. Upon receipt of the goods, the buyer is obliged to immediately inspect the goods or have them inspected and to ensure that the goods (including documentation) comply with the terms of the contract. If, upon receipt of the goods, the buyer identifies that the goods do not comply with the terms of the contract, the non-conformity must be described as precisely as possible on the delivery note returned to the seller. If the non-conformity of the goods is not described on the delivery note or is described with insufficient precision, which makes it impossible to determine the presence of non-conformity in the goods at the time of transfer to the buyer, it is deemed that the goods complied with the terms of the contract at the time of transfer to the buyer. It is assumed that the seller does not know and does not need to know about any defects or non-conformity not noted on the invoice or delivery note issued at the time of transfer of the goods.

11. The buyer is obliged to notify the seller by e-mail of any non-conformity of the goods with the terms and conditions of the contract no later than seven (7) days from the moment the buyer should have learned of the non-conformity. The seller is not obliged to consider claims submitted after the aforementioned deadline or that do not contain a sufficiently precise description of the non-conformity of the goods with the terms and conditions of the contract.

12. A claim submitted regarding the goods must include the name of the defective goods, quantity, time of receipt, number and date of the corresponding invoice or delivery note, time of becoming aware of the defect, description of the non-conformity, and the buyer's claim.

13. The seller undertakes to review the received claim and respond to the buyer within fifteen (15) calendar days of receiving the claim.

14. In the event of a justified and timely complaint, the seller, at its own discretion, will either issue a credit note to the buyer for the cost of the defective goods or replace the defective goods with equivalent, non-defective goods, unless the parties agree on a different remedy for the non-conformity.

15. The Buyer shall pay for the goods based on the invoice submitted by the Seller within fourteen (14) days from the date of issue of the invoice.

16. If the payment deadline is exceeded, the seller has the right to demand from the buyer a default interest of 9% per annum from the date the obligation becomes due until its fulfillment.

17. The seller has the right to use legal services to satisfy claims that have become due against the buyer, and the buyer undertakes to bear all direct and indirect costs related to the collection of the debt.

18. The seller has the right to suspend the performance of the contract if the buyer exceeds the payment deadline until the buyer's overdue obligations are fulfilled.

19. Failure to perform or improper performance of obligations arising from a contract is not considered a breach of contract if it is caused by circumstances the occurrence of which the parties did not and could not have foreseen when concluding the contract (force majeure). The party whose activities in the performance of its obligations under the contract are prevented by force majeure circumstances is obliged to immediately notify the other party in writing. In the event of force majeure circumstances, the terms arising from the contract are extended by the period of force majeure circumstances.

20. The seller has the right to demand from the buyer a performance guarantee (e.g. a letter of guarantee from a credit institution) if the seller has reasonable grounds to suspect that the buyer will not be able to fulfill his contractual obligations. The seller shall submit a request for a guarantee by e-mail and the buyer undertakes to provide the guarantee within ten (10) days of the submission of the request. If the buyer does not provide the guarantee by the deadline specified in the request, the seller has the right to terminate the contract early. The buyer undertakes to compensate for all direct and indirect costs and losses (including lost income) that the seller has incurred up to the early termination of the contract or will incur in connection with the early termination.

21. The Agreement, except for the General Terms and Conditions, and any information transmitted by one party to the other party in the performance of the agreement, regardless of its form, is confidential and the parties undertake not to disclose it or otherwise make it available to third parties without the prior written consent of the other party, except in cases provided for by the legislation of the Republic of Estonia. Confidential information includes, among other things, personal data transmitted by a party to the other party in the performance of the agreement, and any information related to the seller's production activities.

22. All disputes and disagreements arising from the performance of the contract will be resolved through negotiations between the parties. If no agreement is reached, the dispute will be resolved in Tartu County Court.

23. All goods are covered by the product liability provided that the goods have been installed, operated and maintained professionally, diligently and properly in accordance with the product data and that the damage to the goods has not been caused by any external influences or third parties.



24. The contract may be amended by written agreement of the parties, except in special cases provided for in the contract or the General Terms and Conditions.