TERMS AND CONDITIONS OF COMMERCIAL SALE (the “Terms and Conditions”)

 

1. OFFER, CONFIRMATION OR AGREEMENT

 

1.1. The Customer agrees to purchase and accept products from SIA Aloja-Starkelsen (further “Alojas” or “Seller”) in accordance with these terms and conditions. Alojas objects to and rejects all terms proposed by the Customer, whether contained in the Customer’s purchase order or elsewhere. If Alojas and the Customer have signed a separate, written agreement governing purchase of Alojas products (“Contract”), then the terms of that Contract shall govern.

1.2. The Customer makes orders for goods by sending to the Seller’s e-mail: order@alojas.lv a purchase order containing the following information about the goods to be purchased: name, quantity, time of order execution, as well as type of packaging, and special requirements, if any.

1.3. Within 2 (two) business days from the receipt of the goods’ order, the Seller shall confirm or reject the received order in writing by sending the price offer to the Customer’s e-mail address used for placing the order. The order shall be deemed binding to the Seller from the moment the Seller has confirmed it in accordance with the procedure specified in this clause.

1.4. Prices are stated in Euros (EUR) and exclude all taxes, duties, or assessments (“Taxes”). Any Taxes which Alojas may be required to pay or collect may be added to each invoice or separately invoiced by Alojas and promptly paid by Customer.

1.5. The Seller quotes prices per order and quoted prices are valid until fulfilment of the order.1.6. The Seller manufactures the goods for the Customer and the Customer accepts the goods within a time limit agreed between the Parties, at the place of delivery of the goods being the Seller’s warehouse with the address: Joglas street 2, Ungurpils, rural territory of Aloja, Limbaži municipality, unless the Parties have agreed on another place of delivery. The Seller, by sending to the Customer’s e-mail address used for placing the order, informs the Customer when the goods are available to the Customer at the goods’ place of delivery.

1.7. Unless otherwise agreed between the Parties the Customer is obligated to accept the goods at the place of delivery within a week from the moment the Seller has notified the Customer of the availability of the goods. In case of violation of the obligation specified in this clause, the Seller is entitled to unilaterally depart from execution of the relevant Order and handle these goods at its own discretion, including selling to another Customer.

 

2.    QUALITY AND RESPONSIBILITY

 

2.1. Title to the products and risk of loss shall pass to the Customer at Alojas place of delivery as stated in article 1.5. The Customer is responsible for shipping charges and Alojas assumes no liability in connection with shipment, nor shall any carrier be designated as an agent of Alojas. Freight charges (if applicable) are based on standard rates before volume or other discounts. Freight charges may also include a handling fee of 5%. Alojas shall have the right to apply a storage and handling charge for product left in Alojas possession after notification to the Customer that the products are available to ship. Products held for the Customer due to such a delay shall be held at Customer’s risk.

2.2. Upon transferring the goods to the Customer, the Seller submits to the Customer the quality certificate (confirmation of compliance of the goods with the specification).

2.3. The Seller is responsible for the quality of the goods in accordance with the specification of these goods, as well as the regulatory requirements.

2.4. The Customer shall raise a claim to the Seller regarding amount and quality of the goods at the time of receipt of the goods, claims later than 24 hours after delivery are not binding on the Seller, except in cases where the goods have hidden quality deficiencies which could not be detected when checking the goods upon receipt.

2.5. Claims for defective goods’ that could not be determined at the time of receipt of the goods are accepted for review during the term of validity of the goods, provided that the goods have been stored for this entire period in accordance with the storage rules of the respective goods specified in the specification of these goods and the original packaging of the goods is not damaged.2.6. If the Customer proves the goods do not conform with the specification, the Seller may at its discretion replace the non-conforming goods with conforming ones or repay the price paid by the Customer to the Seller.2.7. The Seller is responsible for direct losses caused by the Seller to the Customer due to the Seller’s actions, except for the Customer’s loss of profit. The Seller’s liability does not exceed the price of the goods sold under the Contract.

2.8. All returns are subject to Alojas prior approval and shall be governed by Alojas Product Return Policy (“Return Policy”) in effect at the time of such return. The Return Policy is available upon request and may change from time to time. Alojas reserves the right to evaluate all returns and its decision concerning damage or defects shall be conclusive. Alojas will then, at its option, replace such products or credit Customer’s account in the amount of the original invoice.

2.9. In the event Alojas is required by a regulatory agency to recall products, or Alojas voluntarily initiates a recall of products, Customer agrees to cooperate with and assist Alojas in locating and retrieving the recalled products. Customer shall promptly report to Alojas any complaints or other information regarding the products of which it becomes aware that could reasonably be expected to lead to recall or other regulatory action.

 
3.    INVOICING AND PAYMENT TERMS

 

3.1. Alojas will send invoices to the Customer by e-mail, they are valid without signature, and the Customer agrees to such conditions.

3.2. Alojas invoices will be issued in electronic format and sent to the specified e-mail address of the Customer.

3.3. It is assumed that the electronic invoice has been delivered to the Customer and the Customer has received it from the moment it is sent from the Alojas e-mail address.

3.4. The client is obliged to notify Alojas in case the e-mail address for receiving the invoice changes. Customers can request Alojas to resend the invoice at any time. All such requests must be sent by e-mail to order@alojas.lv

3.5. Unless expressly specified, paper form invoices are not sent to the customer by post.

3.1. The Customer shall make full payment for all products and services within thirty (30) days of the invoice date without any offsets or credits, and Alojas may suspend production, shipment, or delivery of any additional products until such payments are made.

3.2. If the Customer has not paid any sum to the Seller on its due date, or the maximum credit amount allowed to the Customer is exceeded, the Seller shall be entitled immediately to unilaterally terminate any sales transaction between the Parties and/ or to suspend any further deliveries of the goods and/ or to request prepayment.

3.3. Past due invoices shall bear interest at the rate of 0.05% (zero-point zero five percent) of the unpaid amount for each day of delay, but not more than the maximum lawful rate, until paid in full.

3.4. The interest or penalty payment does not relieve the Customer of the obligations arising from the transaction.

3.5. Customer shall be in default hereunder if any one or more of the following events occur: (a) Customer is not timely performing or providing any of its obligations to Alojas; (b) a receiver, liquidator or trustee of the Customer, or any of its property, is appointed by court order; (c) Customer is pronounced bankrupt or insolvent; (d) any property of the Customer is sequestered by court order; (e) litigation is started by or against the Customer under any bankruptcy, reorganization, dissolution or liquidation law of any jurisdiction; (f) Customer becomes insolvent; or (g) in the event that delivery is dependent on Customer’s cooperation, Customer fails to cooperate in effecting delivery at the time agreed upon, or absent such agreement, at the time fixed by Alojas. In the event of any such default, all unpaid payments shall become immediately due and payable and Alojas shall have the right to consider its contract with the Customer cancelled and to recover damages and shall further have all rights and remedies provided by applicable law.

 

4. OTHER TERMS

 

4.1. In connection with the Customer’s purchase of products from Alojas, Alojas may disclose to Customer confidential information of Alojas, including without limitation, information pertaining to customers, vendors, products, product specifications, product concepts, pricing, finances, business, marketing, plans, sales, which is the confidential, proprietary information of Alojas (the “Confidential Information”). The Customer shall not, under any circumstance, use, disclose or make available to any person or entity any of Alojas Confidential Information except for the limited purpose of the transactions of the Customer’s order of product from Alojas. The Customer agrees that it shall never use or exploit any such Confidential Information.

4.2. The Customer undertakes to ensure the confidentiality of any information received from the Seller or obtained in any other way about the Seller (including its activities, products, goods) and the provisions of this Contract and undertakes not to disclose such information to any third parties, including price information, volumes, except when the disclosure requirement is included in applicable regulatory enactments, in any case within the limits set out therein. In this respect, the Customer undertakes to comply with, acknowledge and accept the obligations set forth in the Privacy Policy.

4.3. Disputes between the Parties shall be resolved through negotiations, but in the event of disagreement, any dispute between the Parties in connection with the transaction and its execution will be submitted to the court of the Republic of Latvia in accordance with the regulatory enactments of the Republic of Latvia.

4.4. In the event Alojas performance of its obligations towards the Customer is delayed or made impossible or commercially impracticable due to causes beyond Alojas reasonable control, such as acts of God; war; increased costs of materials and/or supplies; fire; explosion; shortages of energy sources, facilities, material or labor; delay or lack of transportation; temporary or permanent plant shutdown; breakdown or accident; compliance with or other action taken to carry out the intent or purpose of any law, regulation or other requirement of any governmental authority, Alojas shall have additional time to perform their obligation as may be reasonably necessary under the circumstances. However, the obligation of the Customer to pay for delivered products is never suspended. In addition, if Alojas is unable to produce sufficient product to meet all demands from customers and internal uses, Alojas shall have the right to allocate production among its customers in any manner which Alojas determines to be equitable.