1. Definitions

1.1. „Buyer“ shall mean each person or company (incl. Distributor), who buys for himself or somebody else Products;

1.2. “Contract” means the Sales contract agreed in and signed by AS Chemi-Pharm and the Buyer and shall include its schedules, supplemental, documents, amendments, variations and modifications made from time to time;

1.3. “Distributor” means any person, who resells or promotes the sale of the Products based on the Contract.

1.4. „General Conditions“ means these General Sales Conditions of AS Chemi-Pharm;

1.5. “LOT number” means the batch number of the Product, which is necessary for identifying the specific Product during the warranty period. The LOT number is printed on the label of the Product;

1.6. “Notification Date period” shall mean fourteen (14) calendar days upon receipt of the Products by the Buyer;

1.7. “Party” means AS Chemi-Pharm or the Buyer, as the context may require, and “Parties” means them together;

1.8. “Product(s)” means those products offered by AS Chemi-Pharm;

1.9. “Product Expiration Date” means the Best Before date at the label of the Products that has been determined by AS Chemi-Pharm or the manufacturer of the products and recommended for the use of the Products;

1.10. “Product Manufacturing Defect” shall mean malfunctioning or harmful effect from the proper use of the Products or visible or invisible/hidden/latent/inherent quality defects or deviations from the Products quality requirements as stated in General Conditions;

1.11. “Product non-conformity” shall mean quantity deviations and/or visible quality defects of the Product;

1.12. “Purchase Order” shall mean written request from the Buyer to AS Chemi-Pharm to buy Products;

1.13. “Territory” shall mean delivery destination of the Products, i.e. any territory or country in the world, outside Republic of Estonia;

1.14. “Warranty Period” has been determined as the preservation time of the Products and means period up to the Product Expiration Date (marked at the label of the Product as Best Before date).

2. General provisions

2.1. These General Conditions are valid for the Products offered by AS Chemi-Pharm (hereinafter referred to as the „CHPH“)**.

2.2. The General Conditions are deemed to be accepted by the Buyer, if Buyer has submitted the Purchase Order.

2.3. These General Terms are binding to all present and future Distributors and Buyers of CHPH in the version valid at the date of submission of the Purchase Order. The Parties follow the provisions of Sales Contract and its annexes, Purchase Orders and the General Conditions. The General Conditions, Purchase Order and Sales Contract constitute the integral entirety of agreement.

2.4. Should there be a discrepancy between the Sales Contract and General Conditions, the Sales Contract shall prevail.

2.5. CHPH reserves the right to change these General Conditions from time to time. If the Purchase Order has been submitted before new amended reduction of the General Conditions came into force, the Parties follow the reduction valid at the date of submission of the Purchase Order.

3. General conditions for ordering

3.1 The Buyer shall place his Purchase Order in writing by sending e-mail to: CHPH shall notify within two (2) work days the Buyer in writing upon receiving the Purchase Order stating explicitly the acceptance or non-acceptance of the Purchase Order, in case the CHPH’s receipt has not been delivered, the Purchase Order is deemed to be not accepted. The Purchase Order shall be sent to CHPH not later than 30 days prior to the desired date of supply of the Products, if the Parties have not agreed upon shorter deadlines for executing the Purchase Order.

3.2. The Products can be ordered only as a minimum by one full packing-box.

3.3. The Buyer shall present the CHPH all the information concerning the Purchase Order required by CHPH: Product name, package, quantity, Buyer’s name,delivery destination and contact details (phone no.,e-mail).

3.4. The Buyer shall also present in the Purchase Order its requirements related to packaging, outfit, transport, documents, etc. The Buyer may present requirements provided by law and other reasonable measures essential for preserving and protecting the products.

3.5. If the law providing the requirements related to packaging, assembly, transport or documentation is enacted by the Buyer’s state, the Buyer is deemed to inform the CHPH of those provisions in the Purchase Order.

3.6. Based on the Buyer’s Purchase Order, the CHPH shall compose and send to the Buyer an invoice.

3.7. CHPH sales the Products to the Buyers for the prices valid according to the valid pricelists, whereto the shipping costs are added.

3.8. The Buyer shall make the payment prior to the delivery of the Products within the time period specified on the invoice, if not otherwise agreed by the Parties.

3.9. Upon a delay in the performance of a monetary obligation, CHPH may demand and the Buyer shall pay CHPH interest [0.1% per day] on the delay (penalty for late payment) for the period as of the time the obligation falls due until conforming performance is rendered. Additionally the CHPH has the right to claim from the Buyer the costs (including legal costs) incurred from the collection of the Buyer’s debts, suspend or stop the performance if the Purchase Order and to refuse to accept the Purchase Orders until the debt is fully paid.

4. Amending and cancellation of the Purchase Orders

4.1. The Purchase Orders can be amended or cancelled only under the mutual written agreement between the Parties.

4.2. CHPH may withdraw from the Purchase Orders among others, but not only, under the following circumstances:

(a) the Buyer has been in delay with the acceptance of delivered Products for more than 14 calendar days;
(b) the Buyer has been in delay with the payment for the Products for more than 14 days;

4.3 In addition to any other rights and remedies
available under applicable law, CHPH has the right to cancel or / and suspend the Contract or/and any Purchase Order without incurring CHPH liability before Buyer, if:

(a) the Buyer does not properly perform its payment obligations to the CHPH or any other company belonging to the group, including its affiliate;
(b) insolvency or liquidation proceedings are commenced against the Buyer; or
(c) the Buyer ceases its economic activities or is likely to do so;
(d) changes the ownership or management structure of the Buyer;
(e) other significant event has occurred to the Buyer that may affect the fulfillment of the Buyer’s obligations to the CHPH.4.4 Buyer has the right to withdraw from the Purchase Order if CHPH has delayed the delivery of Products by more than 30 calendar days. In other cases, the Buyer shall, in the event of unilateral cancellation of the Purchase Order, reimburse CHPH for any losses and expenses incurred by CHPH in connection with the fulfillment of the Purchase Order at the time of the withdrawal.

4.5 In the event of cancellation of the Purchase Order, either Party may demand that the return of what he has received under the Purchase Order if the Party also returns all that has been received. The obligations arising from the withdrawal shall be performed by the Parties simultaneously. Purchase Orders already executed by both Parties under the Contract shall not be cancelled or be a subject of return of anything. In the event that the Purchase Order to be canceled was executed in separate installments, the canceled Purchase Order will not affect the part of the already completed Purchase Order and the reversed execution shall not take place.

5. Handover the Products and examination

5.1. The Buyer undertakes to submit all written objections and complaints or any claim relating to Product non-conformity or quantity shortfalls within Notification Date Period. CHPH shall not be liable to rectify quality discrepancies or quantity shortfalls notified more than Notification Date Period. If the Buyer does not notify the CHPH thereof on time or if the Buyer does not provide a sufficiently detailed description of the Product non-conformity under the term of the Contract, the Products shall be deemed as accepted by the Buyer.

5.2. If the notification concerning Product non-conformity is submitted by the Buyer in accordance with the Notification Date Period, CHPH shall improve or replace the Products without any additional cost to the Buyer.

5.3 Risk of accidental loss of Products shall pass from the CHPH to the Buyer upon handover of the Products from the shipper to the Buyer at the address of delivery.

6. Warranty period

6.1. CHPH gives a warranty to the Buyer during the Warranty period against Product Manufacturing defects. The warranty will not extend to claims deriving from conformities arising from improper use of the Product or derives from any material breach of Buyer’s obligations under the Contract.

6.2. The Buyer undertakes to submit all written objections and complaints concerning Product Manufacturing defects within Warranty period to the Factory immediately in written form sending e-mail to:

6.3 CHPH shall be responsible for the accuracy of the information given to the Buyer regarding the intended use of the Products and other related information.

6.4 As a general rule, the warranty does not extend to claims concerning improper use, storage, or breach of obligations under the Contract of the Buyer. These requirements are included on the product label, product information sheet, safety data sheet. Product brochures and safety data sheets are available from CHPH or its Distributors.

6.5 CHPH shall not be liable for the Products, which has been deteriorated at the Buyers possession.

6.6 The Buyer shall provide a detailed description of Product Manufacturing defects when giving notification thereof.

6.7. In case the complaint is filed concerning the Product Manufacturing defects the CHPH shall conduct an investigation on the complaint and revert to the Buyer on the findings immediately. CHPH and the Buyer hereby confirm and agree that in the process of investigation CHPH uses the test samples of the Products as stated in the Condition 6.8 from the same batch of Product sold by CHPH to the Buyer.

6.8. CHPH must save test samples of the Products before deliveries and must preserve the same until the end of the Product Expiration Date. The mentioned test samples are taken by CHPH of every batch of the Products.

6.9. During the investigation as stated in Condition 6.7 one unit of the Products which allegedly has a Product Manufacturing defect will be returned by the Buyer to CHPH, which is identified with the LOT number and compared to test sample of the Products of the same batch.

6.10. Upon investigation result, it is proven that CHPH shall be liable for the Product Manufacturing defects, the Buyer shall destroy all such Products at cost of and under instruction of CHPH. Thereafter, CHPH shall replace the Products to the Buyer with no additional cost to the Buyer within reasonable time.

6.11. In case there is is no agreement regarding the defective Products between the Parties, such dispute shall be resolved by an independent laboratory to be mutually agreed by the Parties. The Parties hereby agree that the method will be based on the comparison of the defective Products and test sample of the Products of the same batch. The investigation results of such independent laboratory shall be final and binding on the Parties and the Party found in default will bear the costs of such investigation.

7. Intellectual property rights

7.1. The Buyer expressly acknowledges the CHPH’s exclusive rights on all intellectual property rights and in particular, on all recipes, drawings, designs and copyrights relating to the Products and to any all information relating to publicity otherwise.

7.2. The Buyer agrees to refrain from doing anything, which might affect the CHPH’s ownership rights over said rights, independently of whether or not they have been duly registered on the Territory or in any other country.

7. 8. Reservation of the Ownership

8.1. The ownership of the Products shall pass to the Buyer only after the Buyer has paid in full for the Products and there are no any other payment obligations of the Buyer under the specific Contracts entered into by CHPH.

8.2. The Buyer undertakes to use the principle of reservation of ownership in the transfer of the Products to any third parties and not to transfer the Products to such persons subject to reorganization, bankruptcy or liquidation proceedings of such third person.

8.3 In the event of a breach of the obligations set out in this clause the Buyer is liable to pay CHPH a contractual penalty twenty-five percent (25%) of the amount of the respective Purchase Order in respect of which the infringement is committed.

9. Liabilities and exceptions

9.1. In no event shall CHPH be liable to the Buyer’s revenue lost, any other sales contract or customer forfeited, turnover reduction (directly or indirectly).

9.2. CHPH assumes no responsibility for any claims incl claims for damage if the Purchase Order is not performed for reasons beyond CHPH’s control.

9.3. The total liability of CHPH for the Purchase Order is limited to the price of Products specified in such Purchase Order for which the Buyer is claiming.

9.4. All claims, proceedings, liabilities, losses, damages,costs (including legal costs) and expenses arising out of or resulting from personal injury, including fatal injury to any third party and/or from loss of or damage to the property of third parties relating to the performance of this Contract, whether or not such injury, loss or damage is caused or contributed to by the negligence or other default will be borne by the Party legally liable to cause such damages or loss to the third party.

9.5. CHPH shall not be liable for any damages arising from a Product if the damages caused by intentional or negligent non-performance of obligations by the Buyer in handling and distribution of the Products in the Territory.

9.6. CHPH shall not be liable for any damage to the Products incurred after delivery of the Products to the Buyer for the course of further handling or transportation.

10. No assignment

10.1 The Purchaser may not assign the rights, obligations or obligations arising in whole, in part or in whole to the third parties without the Seller’s prior written consent.

11. Other conditions

11.1 These General Conditions together with conditions of the Contract constitute the entire agreement and understanding between the Parties.

11.2 In the event of any contradiction or discrepancy between the General Conditions and conditions of the Contract, the provisions of the Contract shall take precedence.

11.3 Invalidity of one provision of General Conditions shall not affect the validity, legality or enforceability of the remaining provisions of General Conditions. If any provision proves to be invalid, the Parties shall use all reasonable endeavours to replace that provision with a new, lawful provision closest to the substance of the original provision.

11.4 Unless otherwise agreed in writing, any questions relating to the General Conditions shall be governed by the law of the country of production, i.e. Republic of Estonia.

11.5 Any dispute arising out of/or in connection with the Contract shall be settled by the Parties in mutual negotiations.

11.6 If the Parties fail to reach a settlement, the Parties agree that the dispute shall be reviewed by the Estonian Court (Harju Maakohus, Kentmanni kohtumaja) in Tallinn, Estonia.