1. Scope of application

1.1 The following terms and conditions apply to all sales contracts between Nordic Vitality OÜ (the "Seller") and business customers or consumer customers  (the "Buyer") for the purchase of goods (the "Products"). These terms and conditions are binding for any Contract, regardless of how it is formed or the specific Products involved. By entering into a Contract or placing an order, the Buyer agrees to abide by these General Conditions without exception. Any additional terms or conditions, including the Buyer's own terms, will only be valid if agreed upon in writing by both the Seller and the Buyer (the “Parties”) in each individual case.

 

1.2 If the Buyer is an individual purchasing goods or services for personal use, rather than for business purposes, the Parties can choose to use these General Conditions in their Contract, as long as it does not undermine the consumer's legal rights.

 

1. Products

2.1 Products- Products offered by the Seller include different type of baths, such as cold plunges and japanese baths and various bath accessories like bath cover, cooler/heater casing etc.

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2.2 Product catalogue- The Seller provides a comprehensive product catalogue on their website, which includes all Standard Products available for purchase. This catalogue can also be accessed through a price list or upon request from the Buyer. The Seller has the authority to make changes to the product range as they see fit. When placing an order, the Buyer must consult the most up-to-date list of available Products.

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2.3 Quality and completeness- The Seller guarantees that the Products meet their quality standards and specifications at the time of the Contract.

 

1. Ordering

3.1 Standard products- The Buyer is able to make a purchase of Standard Products through email. When submitting the order, the Buyer should specify the intended delivery location or organize the delivery by himself.

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3.2 Custom products- In order to purchase a customized product, the buyer must request a price quote from the seller via email. The quote provided by the seller will remain valid for thirty days, unless specified otherwise. The buyer can proceed with ordering the custom product by confirming their acceptance of the quote to the seller via email.

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3.3 Confirmation of orders- The agreement is considered final once the Seller has officially acknowledged the order. The Seller has a period of seven (7) days to either confirm or reject the order. In the confirmation of the order, the Seller outlines the specifics of how the goods will be delivered. If the order confirmation includes any modifications or new terms from the original order or quote, the agreement will be considered final unless the Buyer informs the Seller within five (5) days of receiving the confirmation that they do not agree to the changes proposed by the Seller.

 

1. Prices and payments

4.1 Prices- The pricing for our standard products is determined by the current price list. Our price lists are influenced by market conditions and may vary depending on the country, region, or customer type. The seller retains the right to adjust prices at their discretion. In the event of a price change, the seller commits to notifying the buyer at least one month in advance if a price list was previously shared.

 

Custom products pricing will be outlined in the seller's quotation. Unless specified otherwise, the prices will cover the packaging costs for the products, but will not include transportation, insurance, VAT, customs duties, or any other clearance fees.

 

4.2 Payment terms- Payment for products must be completed either in advance or within the agreed upon timeframe. For custom products the buyer must pay 100% of the price before production begins. Payments should be made via bank transfer to the seller's designated bank account, with any associated bank charges being the responsibility of the buyer. Payment is considered complete once the corresponding amount has been received in the seller's bank account.

 

4.3 Delay in payment- In the event that the Buyer neglects to make timely payments, the Seller reserves the right to impose a late payment interest charge of 0.1% of the outstanding balance for each day the payment is delayed. If the Buyer fails to make payment within 7 days of the due date, the Seller may choose to either suspend or cancel the order.

 

4.4 Unilateral deductions- The Buyer is not permitted to deduct any amounts from the invoice or offset any claims against the Seller without the Seller's express written approval.

 

4.5 The order in which financial commitments are met- In the absence of any different arrangement between the Parties regarding a specific payment or offset, any payments made to fulfill monetary obligations will be considered as being allocated first towards the expenses incurred for collecting the debt, followed by any additional costs to be reimbursed, then towards default interest and contractual penalties that are due, and lastly towards the main obligation.

 

5. Delivery

5.1 Delivery clauses- If not specified in the price list, quotation, or order confirmation, or if not mutually agreed upon by both parties in writing, the products will be delivered according to the Incoterms® 2020 delivery clause FCA from the Seller's production facility in Kastre county, Estonia.

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5.2 Delivery time- The standard delivery times for products are outlined in the quotation provided. For each specific order, the seller will indicate the delivery time in the order confirmation. The delivery timeline commences on the day the seller confirms the buyer's order, contingent upon receipt of the mandatory advance payment. In the instance of custom products, the delivery period does not commence until all technical inquiries regarding product manufacturing or order fulfillment have been resolved by both parties. Should any alterations made by the buyer to the pertinent information or documentation result in a production delay, the delivery time will be prolonged accordingly.

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5.3 Exact time of delivery- In the event that both parties come to an agreement that the Seller will take care of transporting the Products, the Seller will inform the Buyer of the specific delivery time of the Products with sufficient notice in advance.

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5.4 Taking delivery- The Buyer is required to accept the delivery of the Products at the designated time and location as outlined in the General Conditions. In the event that the Buyer declines or postpones the delivery, the Seller holds the right to impose a penalty of 0.1% of the price of the Products per day. Additionally, the Buyer is responsible for reimbursing the Seller for any expenses and damages caused by the Buyer's failure to accept timely delivery, such as storage and insurance costs, upon the Seller's request.

 

6. Reservation of ownership

The Seller retains ownership of the Products until the Buyer has paid the full purchase price. The Buyer is permitted to resell the Products during this time only if they are an authorized reseller of the Seller and only in the normal course of their business to a legitimate buyer.

 

7. Inspection and reporting of non-compliance

7.1 The buyer is required to promptly examine or arrange for an inspection of the delivered products. This examination should involve verifying both the quantity and quality of the products, as well as confirming their compliance with the provided documents. Additionally, the buyer must verify that there is no visible damage to the products or their packaging.

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7.2 Notification of non-compliance- If the items received do not match the order in terms of name, quantity, or quality, or if they are damaged, the recipient should refrain from using them or selling them to customers, take measures to prevent any further harm, and inform the sender promptly, within seven days of noticing the issue. The recipient should detail the problem and, if feasible, include pictures or other proof.

 

8. Complaint resolution

8.1 Buyers complaints- In the event that the Buyer informs the Seller of any issues with the Products received as outlined in Section 7, the Seller commits to taking necessary actions at their own discretion. This may include rectifying the non-compliance, refunding the purchase price for undelivered Products, or compensating the Buyer for any expenses incurred in addressing the issue with prior agreement from the Seller.

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8.2 Complaints- Any grievances regarding the Products received by the Buyer from individuals to whom the Buyer has resold the Products shall be handled by the Buyer. In the event that the complaint is in relation to a defect for which the Seller is accountable, the Buyer is required to inform the Seller of the complaint within seven (7) days of receiving it. These complaints will be resolved through a separate agreement between the Buyer and the Seller, taking into consideration the terms of any warranty. The Seller will only reimburse any additional expenses incurred by the Buyer or their customer (including transportation costs) if both parties have agreed to it prior to the expenses being incurred. If the Buyer's customer directly approaches the Seller with a complaint, the Seller may choose to either pass on the complaint to the Buyer, direct the Buyer's customer to the Buyer, or resolve the complaint independently.

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8.3 Exclusions of liability- The Seller will not be held responsible for any discrepancies in the goods not meeting the requirements of the Contract due to improper installation or modifications carried out without adhering to the installation or modification guidelines provided by the Seller to the Buyer. The Seller's liability will be waived in case of any flaws in the Product if the Buyer or their customer begins or persists with the installation or modification of the faulty Product before receiving feedback and additional instructions from the Seller or authorizes any third party to do so.

 

9. Warranty

9.1 Seller’s warranty- The seller guarantees the products based on the standard warranty terms in effect at the time the contract is finalized. The warranty terms may differ depending on the type of product. For further information, please reach out to the seller.

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9.2 The Buyer’s warranty- When the Buyer sells Products to its customers and offers installation and maintenance services, the Buyer is responsible for the information and services provided. Any warranties and representations made to customers must be done on behalf of the Buyer only. The Seller is not responsible for any warranties or representations made by the Buyer to its customers. The Buyer must compensate the Seller for any losses or damages, including loss of profit, resulting from the Buyer's failure to fulfill its obligations under this clause.

 

10. Confidentiality

10.1 "Confidential Information" refers to any private information shared by one party (referred to as the "Discloser") with another party (referred to as the "Recipient") during pre-contractual discussions or while carrying out the terms of the contract. This includes details such as product information, pricing, and contractual terms.

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10.2 The recipient is permitted to utilize the confidential information solely for the purpose of preparing the contract, fulfilling its obligations under the contract or applicable law, or supporting its claims in a legal dispute with the disclosing party (collectively referred to as the "Purposes"). The recipient must obtain written consent from the disclosing party before disclosing any confidential information to individuals involved in its business or professional activities who have a legitimate need-to-know for the Purposes, or for meeting its legal obligations. The obligation to maintain confidentiality does not extend to information that the recipient can demonstrate originated from itself or was received from a third party without knowledge of a breach of confidentiality or any reasonable expectation of such a breach.

 

11. Intellectual property and product information

11.1 The seller retains all intellectual property rights and does not transfer or grant any rights to the buyer. This includes patents, designs, trademarks, copyrights, trade secrets, and domain names owned or licensed by the seller. The buyer does not gain any rights to apply for registration or use any of the seller's intellectual property.

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11.2 Creative works- In the absence of any specific agreement between the Parties, all drawings, designs, architectural design documents, and other creative works, documents, and data produced by the Seller for the Buyer or at the Buyer's request shall be considered the sole property of the Seller. The Seller retains the right to utilize these Creative Works for their business operations, manufacturing processes, and marketing endeavors.

11.3 Photographs and other recordings- In the absence of specific agreement between the parties, the seller reserves the right to capture images and videos of the products before, during, and after installation. Alternatively, the seller may request the buyer to provide such visual content. These photographs and recordings may be used by the seller for marketing purposes.

 

11.4 Use of product information- The purchaser is not permitted to publicly utilize any photographs, plans, manuals, or other product information provided by the seller without obtaining prior written consent. However, this restriction does not apply if such utilization is deemed reasonably necessary for the legitimate resale of the products.

 

11.5 Promotional material- The purchaser is permitted to utilize any promotional materials provided by the vendor solely for the promotion of the products available from the vendor.

 

12. Data protection

12.1 The Agreement does not require or permit either Party to handle, on behalf of the other Party, any information that could identify individuals ("Personal Data"). The signing and execution of the Agreement will not establish a controller/processor relationship under the EU General Data Protection Regulation 2016/679 (GDPR) between the Parties.

 

12.2 One party is allowed to handle the personal information of members of another party's leadership, staff, contractors, and consultants as needed for the purposes outlined in Section 10.2. This must be done in accordance with all legal and organizational requirements, and the personal data must be treated as confidential information as defined in Section 10.1.

 

13. Limitation of liability and force majeure

13.1 Both parties will not be held responsible for any intentional or grossly negligent actions that result in loss or damage. In the event of a breach of the contract, the liable party will only be responsible for direct financial losses incurred and the total amount agreed upon in the contract, excluding any late payment interest specified in the contract.

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13.2 In the event that a Party is unable to fulfill its obligations under the Agreement due to force majeure, they will be excused from performance or delay in performance. However, this is only applicable if the affected Party takes reasonable steps to minimize any harm to the other Party and promptly informs them of the situation. Force majeure refers to circumstances that are beyond the control of the Party and could not have been foreseen or prevented at the time of entering into the Contract. It also includes situations where the Party is unable to overcome the obstacle or its consequences. It's important to note that force majeure does not cover strikes by the Party's employees or failures by subcontractors or business partners.

 

14. Final provisions

14.1 If a Party does not act on a right granted in the Contract, it does not mean they are giving up that right or any other rights. Also, using a right in full or partially does not prevent the Party from using that right again in the future.

 

14.2 Entire agreement- The agreement encompasses all of its terms and conditions, replacing any previous agreements or understandings between the parties regarding the subject matter. The annexes mentioned in the agreement, along with any amendments, are considered essential components of the agreement.

 

14.3 Invalidity of condition- In the event that any provision of the Agreement is deemed to be invalid or unenforceable, the rest of the Agreement will still be considered valid and enforceable. The parties involved will work together in good faith to replace the invalid or unenforceable provision with a valid and enforceable one.

 

14.4 Notices- All notifications pertaining to the Contract must be delivered in a written form that can be reproduced in Estonian or in a language mutually agreed upon by both Parties, unless specified otherwise in the Contract or by law. Notifications sent to the email addresses of the Parties or their designated contact persons as outlined in the Contract or its Annex will be considered received on the next working day after the date of sending. The contact information of a Party and its designated contact persons will be considered valid unless any changes are communicated to the other Party.

 

14.5 Amendments- Changes to the agreement will be effective once the authorized representatives of both parties have signed it, unless a different start date has been agreed upon.

 

14.6 Transfer of contract- One party is allowed to assign its rights and responsibilities under the agreement to a third party, either in full or in part, only if the other party gives their written approval beforehand. However, consent is not needed for the transfer of a monetary claim, whether in whole or in part.

 

14.7 Applicable law- The agreement will be subject to the current laws of the Republic of Estonia, disregarding any conflicting regulations. The 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) will not be applicable.

 

14.8 Dispute resolution- The Parties will make every effort to settle their differences through genuine negotiations. If an agreement cannot be reached, any disputes will be ultimately resolved by the Arbitration Court of the Estonian Chamber of Commerce and Industry, following the procedures outlined in its rules. The arbitration will take place in Tallinn, and the proceedings will be conducted in either Estonian or English, as preferred by either Party.