Wallenium OÜ’s standard contract terms

1. SCOPE

The standard contract terms are part of the contract for the sale of goods (price offer) and determine the fundamentals of the relations between Wallenium OÜ (hereinafter the seller) and its clients (hereinafter the buyer) and the procedure for the completion of transactions between them. The subject of the contract for the sale of goods (price offer) is the manufacture and installation of movable partitions, doors and windows or other goods in accordance with the contract for the sale of goods at the place indicated by the buyer.

2. OCCURRENCE OF A TRANSACTION

2.1. Offer, confirmation of an order and conclusion of a contract An offer made by the seller to the buyer on the basis of a price request submitted by the buyer is valid for the period indicated in the offer. If the validity of the offer is not indicated in the offer, it will be valid for 30 days from the date of the issue of the offer by the seller. Any images, drawings, calculations or other documents related to an offer are the property of the seller. The buyer (offeree) does not have the right to use them without the permission of the seller or to provide the information contained therein to any third parties. The contract for the sale of goods is deemed to have entered into force from when the buyer accepts in writing the seller’s price offer. Acceptance is deemed to be the signing of an offer and the return of one copy to the seller or the confirmation of the offer by email or fax. In any other cases, after agreement has been reached between the parties, a subcontract to that effect is concluded.

3.TERMS FOR THE FULFILMENT OF DELIVERY

3.1. Delivery time Unless otherwise agreed, delivery time is counted from the most recent of the following events: -confirmation in writing of the price offer to the seller, -date of entry into force of the contract; -arrival of the agreed payment guarantee or receipt by the seller of an advance payment; -receipt by the seller of indispensable information necessary for delivery -availability of a complete measurement front -approval of working drawings

3.2 Manufacturing term The manufacturing term is the period required by the seller to manufacture and install products ordered by the buyer from when all the conditions indicated in the delivery time (item 3.1) have been met.

3.3 Delivery terms Standard delivery terms DDU (in accordance with ‘Incoterms 2000’) In the case of installation by the seller, the buyer must undertake to prepare the installation openings in accordance with the dimensions and tolerances set out in table 42:T3, ‘Wall Openings’, subsection 42.51, ‘RYL2000 Delivery Conditions for Bearing and Perimeter Structures’ (for the most commonly used quality grade, ‘2’, the maximum permissible tolerance of a wall opening dimension is +/- 5 mm).

3.4 Handover of products and transfer of title The handover of products is formalised in a formal record of the handover and acceptance of the products. By virtue of the handover of works (the signing of a formal record), the works are deemed to have been duly handed over and accepted, and unless the buyer has indicated any material defects in the formal record of acceptance, no such defects are present. The buyer must notify of any other non-conformities (not present at the time of handover) within three working days and describe the defect with sufficient precision. In failing to do so, it is deemed that there were no defects in present in the work. Notification about other non-conformities provides no release from the obligation to pay for the products handed over, and these are subject to rectification under warranty, unless agreed otherwise by the parties in writing. Until 100% payment has been made for the work, ownership of the partitions remains with Wallenium OÜ under subsection 3 of § 636 and § 233 of the LOA (reservation of title). If goods cannot be handed over according to the agreed delivery time, and this is because of the buyer or other circumstances beyond the control of the seller, responsibility for the preservation of the goods will pass to the buyer from when the seller has done everything that it was supposed to do according to the contract in order for the goods to be handed over, and the buyer is obliged to pay the invoice.

3.5 Warranty The warranty for products is valid for two years in the event of installation by the seller only. Goods sold are subject to the warranty terms of Wallenium OÜ.

3.6 Characteristics of goods The seller is responsible for the quality and other characteristics of goods to the extent of the information provided in the contract or by the seller in writing in relation to this transaction only. The buyer is responsible for the correctness of the conditions of the use of goods. In products covered with a natural veneer, a slight variation in colour and wood grain is permissible. Samples and colours may be viewed at the offices of Wallenium OÜ. In products ordered at different times, colour and wood grain may vary significantly.

3.7 Overrun of the time limit for the performance of the contract In the event that the seller foresees, before the lapse of the time limit for the performance of the obligations assumed under the contract, that it will not be able to perform the obligations assumed within the agreed time limit, it is obliged to inform the buyer in writing immediately and at the same time make known the cause for the delay and a new time limit for their performance. If the manufacturer of goods or the party from which the seller sources goods has not adhered to an agreement concluded with the seller, and delivery by the seller is delayed as a result, the seller is not obliged to indemnify the buyer for any potential loss or damage resulting therefrom. If delay is due to circumstances beyond the control of the seller, the seller must pay the buyer late interest of 0.1% per day, but not more than 5% of the value of the contract. This payment of late interest must be made if this has been agreed in the offer previously.

3.8 Consequential loss or damage The seller is not obliged to indemnify the buyer for any consequential loss or damage (loss of profit etc) caused by delay or the defectiveness of the product.

3.9 Transaction price The transaction price is the price agreed upon between the buyer and the seller and stated in the offer signed by them.

3.10 Payment term The payment term specified in the offer is calculated from the date of the issue of the invoice by the seller, unless agreed otherwise by the parties under the contract.

3.11 Adjustment of the transaction price The seller will have the right to adjust the agreed price if: – the buyer has concealed information that affects the cost of the manufacture and installation of the product – the buyer has not informed the seller of constraining circumstances affecting installation or transport – if the final deadline is deferred by more than 30 calendar days because of the buyer – the buyer wishes to make changes after the offer has been confirmed

3.12 Late interest If the payment term is missed, the seller will have the right to charge a late interest of 0.5% of the amount overdue per day. In addition, the seller will have the right to require the reimbursement of costs incurred in the collection of payments.

3.13 Payment guarantee and advance payment If the parties have agreed on a payment guarantee or advance payment, these must be provided or performed before the start of the manufacture of the goods. In the event of the late receipt of an advance payment or in the event of any change to the information and/or conditions provided by the buyer after the order confirmation has been signed by the buyer and the seller, the seller has the right to prepare the order in accordance with its production schedule. Even after receiving a payment guarantee or advance payment, the seller has the right to require the payment of the full amount of the contract before the goods are issued to the buyer if the seller has reasonable grounds (buyer’s debts, credit information or other like public information etc) to believe that all or part of the contract amount will not be paid by the buyer. The seller will have the right to delay deliveries until late payments are settled or an acceptable payment guarantee is provided.

3.14 Storage of goods products ready for delivery are stored at the warehouse of Wactory OÜ, a producer for Wallenium OÜ, at Paljassaare põik 4, Tallinn. From the second week after the delivery date, storage of products on the grounds of Wallenium OÜ is subject to a fee (one pallet with goods €10 per day).

4. RIGHTS OF THE BUYER

4.1. The buyer will have the right to require the handover of products on the due date set out in the contract, provided that all the obligations of the buyer have been meet; 4.2. The buyer will have the right to present claim notices regarding the quality of products or installation within the warranty period. The warranty provided for in this provision covers defects in workmanship and materials, but does not cover defects due to incorrect use or storage; nor does it cover faults resulting from changes in the external environment (humidity, heat, overvoltage, vibration etc).

5. OBLIGATIONS OF THE BUYER

5.1. During the term of the contract, the buyer is obliged to admit the seller to the installation site where the products bought from the seller are going to be installed for taking the necessary measurements in order to ensure the conformity of the products. The seller notifies the buyer of the relevant request in writing at least one day in advance;

5.2. If, at the buyer’s suggestion, the drawings of the products, the dimensions of the installation opening or other information concerning the price offer are changed, the terms of this contract must change. A new time limit for delivery, any resulting additional works and the price thereof must be set out in the additional works annex to the contract or, in the event of a substantial change to the offer, a new offer must be drawn up;

5.3. In the cases set out in item 5.2., the due date set out in the contract for the handover of products must be deferred, the new due date for handover being the first possible delivery date determined by the seller, of which the seller must inform the buyer in writing;

5.4. The buyer is obliged to make the necessary preparations at the installation site (ensure the availability of a suitable room, ensure the possibility of transporting the products into this room etc), which are necessary for the ready handover of the products to the buyer on the due date set out in the contract.

5.5. The buyer is obliged to receive products under the contract from the seller and to sign a formal record for the handover and acceptance of the works;

5.6. If the buyer buys products without transport or installation, it will be obliged to transport the products by itself on the agreed day from the agreed place;

5.7. The buyer is obliged to inspect products in full upon receipt, have them inspected if it does not have the relevant special knowledge and verify the conformity of the products with the contract;

6. RIGHTS OF THE BUYER

In the case of manufactured products, the seller will have the right to add, at its discretion, any parts, individual details etc, of products not specified in the design engineer’s drawings that are an annex to the contract, using the best design solutions and ensuring the durability and quality of the products in doing so.

7. OBLIGATIONS OF THE BUYER

7.1. The seller must undertake to transport and install products at the site of their handover by itself, unless the buyer buys products without installation or transport;

7.2. If necessary, the seller must enclose Estonian-language certificates and operating instructions with a formal record of handover.

8. EARLY TERMINATION OF THE CONTRACT

8.1. Right of the buyer to terminate the contract early If delivery by the seller is fundamentally different from what has been agreed to and the deficiency is not remedied within the period agreed to between the parties on the basis of a written notice from the buyer or if new goods conforming to the contract are not delivered, the buyer will have the right to terminate the contract between the parties. If goods included in a delivery are not a reason for an early termination of the contract, yet these have been manufactured or sourced specifically for the buyer in accordance with its instructions and wishes, and the seller is unable to make other use of the goods without a significant loss, the buyer will be obliged to buy the goods outright.

8.2. Right of the seller to terminate the contract early If the buyer fails to make the payments specified in the contract in the same amount on time and the delay is significant and beyond the seller’s control, the seller will have the right to terminate the contract in full or terminate it with respect to the part for which the goods have not yet been received by the buyer. The seller will also have the right to terminate the contract if it has become known to the seller based on a notice from the buyer or otherwise that the performance of a payment obligation by the buyer is being delayed significantly. The seller may also terminate the contract early if the buyer is not performing its contractual or statutory obligations or is not performing the contract in line with good practice.

9. FORCE MAJEURE

The seller will not be liable for the non-performance or improper performance of its obligations under the contract if the non-performance or improper performance of its obligations assumed under the contract is due to circumstances beyond the control of the parties (force majeure). Even if the performance of the contract were to presuppose such costs which are higher than the benefit resulting for the buyer therefrom, the seller will not be obliged to perform the contract in the event of force majeure. The seller will not be obliged to indemnify the buyer for any loss or damage resulting from the non-performance of the contract in cases resulting from force majeure and may terminate the contract.

10. LIABILITY FOR LOSS OR DAMAGE CAUSED BY GOODS

The seller will not be liable to the buyer for any loss or damage or spoilage due to the incorrect use of goods or for claims that the buyer has been presented with by third parties.

11. NOTICES

Reciprocal notices by the parties must be provided in writing at the address provided by the party to the other party by email, fax or letter. The other party is obliged to reply to any notice within five business days from the date of its receipt of the notice. If the other party does not respond to a notice, it will be deemed to have been accepted by the recipient on the sixth day.

12. SETTLEMENT OF DISAGREEMENTS

Any disagreements concerning the contract between the seller and the buyer must be settled by means of negotiations. If it proves impossible to reach an agreement, disagreements will be settled in the Harju County Court.

13. PREVAILING TERMS OF THE CONTRACT

These general terms of delivery apply to the buyer to the extent that they do not conflict with the contract being concluded between the seller and the buyer. I have read and hereby accept the standard terms of delivery of Wallenium OÜ and confirm this by my signature ______________________________ on _____ ____________ ____