Private limited liability company SEIK OÜ hereinafter referred to as the SELLER and Company registered in SEIK Retail portal, have entered into the following PURCHASE AND SALE AGREEMENT:
1.1.         Subject-matter of the Agreement (object) – the SELLER shall deliver the goods owned by it (hereinafter referred to as the Goods) to the BUYER’S stores (hereinafter referred to as the Stores), and the BUYER shall accept the Goods and pay for them. 1.2.         The range, quantity and delivery price of the Goods supplied are determined according to the range available to the SELLER in accordance with the commercial offer submitted by the SELLER and acceptable to the Buyer (Annex 3) when placing the BUYER’S order or upon SELLER’S prompt offer to replenish the quantities of the Goods sold. 1.3.         Goods sold shall mean the Goods sold by the BUYER to third parties during the reporting month, as listed in the sales report. 1.4.         Goods purchased by the BUYER from the SELLER are the property of the BUYER from the moment of their transfer to the BUYER. The transfer of each batch of Goods to the BUYER on a specific order is documented by VAT invoices. 1.5.         The SELLER shall deliver the Goods to the BUYER’S Stores under the terms of this Agreement. A franchise-based Store company directly signs a Purchase and Sale Agreement with the SELLER. 1.6.         This Agreement is the basis for the multiple supplies of Goods during its term.
2.            QUALITY OF GOODS
2.1.         The Goods presented by the SELLER must meet the quality requirements for these Goods, i.e. they are without any physical defects. 2.2.         The observed defective Goods are returned to the SELLER by issuing the relevant return document (debit account). 2.3.         The BUYER shall have the right to return to the SELLER any defective goods at any time during the term of the Agreement. 2.4.         The SELLER has the right to replace the returned defective Goods with the same proper-quality Goods. 2.5.         If the goods sold are intended for sale with appropriate packaging, the packaging is durable, of good quality and undamaged. 2.6.         The BUYER is entitled to reimburse the SELLER for not more than 1 (one) percent of the SELLER’s purchase price (affixing a price sticker to the BUYER’S Store shall not be considered as a trade defect) if the Goods have special protective packaging or full trade defect if the Goods do not have special protective packaging. 2.7.         The SELLER guarantees that the Goods sold to the BUYER have statutory markings in the Correct language, including instructions for use, explanations, health warnings, etc., chemical or other components, if the Goods are intended for children, a description of the precautions, the age of the child, etc., the expiry date as required by the laws and regulations of the Republic of Estonia, i.e. stating that the Goods comply with the rules on labelling. 2.8.         The SELLER ensures the numbering and barcoding of the Goods is done in accordance with the requirements of the International Association of Goods Numbering (EAN) system and ensure the quality and consistency of the bar codes. A unique bar code can only be assigned once per item.
3.            COST OF GOODS.
3.1.         The price of the Goods supplied by the SELLER to the BUYER are indicated in the Retail Portal and on the VAT invoice. Prices for our products are subject to change without notice. SELLER reserves the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time. SELLER shall not be liable to BUYER or to any third-party for any modification, price change, suspension or discontinuance of the Service. 3.2.         The delivery price may be subject to change by written agreement between the Parties upon two business days’ notice to the SELLER by e-mail before entering the Stores. Changes in delivery price are stated in the SELLERs Retail ordering platform. 3.3.         When changing the prices of the SUPPLIER’s Goods, the Stores will issue a refund document for the discounted Goods and the SELLER will issue a new invoice indicating the new delivery prices. Valuable Goods, the remainder of which is in stock at the Store, will not be refunded, and the price will be changed only for newly supplied Goods.
4.1.         Ordering of Goods is carried out in the following ways: 4.1.1.     The orders for new Goods offered by the SELLER are provided by Stores based on the BUYER’S approved SELLER’S price list which includes new Goods from the SELLER’S commercial offer. 4.1.2.     All other SELLER Goods are ordered by Stores based on the SELLER range of products in the Store’s stock accounting programs based on their sales. Each order is assigned an individual number. The SELLER issues a separate VAT invoice for each order with reference to the Store order number. 4.1.3.     Based on the sales reports submitted by the Store, the SELLER may submit to the Store commercial offers for replenishment of the Goods sold, specifying: Goods’ assortment, quantity, supply prices, recommended retail prices. 4.3.         When ordering Goods in accordance with Clauses 4.1.2. and 4.1.3., Stores may place orders in the Retail portal or forward the orders to the SELLER by e-mail. 4.4.         Stores place their orders and the SELLER delivers the ordered goods in accordance with terms specified in Annex 2. New Goods are delivered by the SELLER to the BUYER’S Stores no later than on the same day as the other Stores or other outlets located in the same area or town as the said BUYER’S Store. Delivery dates are the date of the signature of the Store employee confirming receipt of the Goods. The SELLER must inform Stores within 24 hours of receiving the order if for any reason it is unable to deliver the ordered Goods on time and provide reasons thereto. 4.5.         The SELLER shall deliver (or collect) the Goods to (from) Stores by its own means of transport. Transportation costs are borne by the SELLER. 4.6.         The Goods are delivered with the Goods’ delivery documents (VAT invoices). In the delivery documents, the SELLER provides the following information about the Goods in addition to the other details required for such documents: trade name, unique bar code, delivery price. 4.7.         An electronic invoice version is sent to each Store in an agreed format. 4.8.         The range and quantity of Goods delivered by the SELLER to the BUYER are as specified in the particular order and are checked by the BUYER’s responsible employee upon acceptance of the particular lot. If it turns out that the range or quantity of the lot delivered by the SELLER does not match those specified in the particular order, the SELLER shall, within 10 (ten) days from the date of delivery of such lot, deliver the missing Goods and collect those Goods that are not specified in the specific order. 4.9.         The BUYER’S Store provides the SELLER with its notes on the delivery documents within 3 (three) business days. Upon receipt of the Store’s notes, the Store is deemed to have accepted the Goods and the SELLER shall no longer accept any claims relating to the Goods supplied, except for claims regarding defective Goods. 4.10.      The Store may refuse to accept Goods brought by the SELLER but not ordered by the Store. 4.11.      The BUYER has the right to decide which Goods are not in demand and return some or all of the Goods, commemorative – after a particular holiday has passed and for other reasons. 4.12.      The BUYER shall issue a debit document (debit invoice) based on the completed price list for all returned Goods. 4.13.      The SELLER shall return the Goods only on the basis of a pre-agreed schedule, i.e. on-demand not more than 1 x month. The return day is individually negotiated each month. 4.14. The SELLER submits to the Store its notes regarding the return documents (debit account) within 3 (three) business days. Upon receipt of the SELLER’S notes, the SELLER is deemed to have accepted the return within the term specified and the Store shall no longer accept any SELLER’S claims relating thereto. In case of discrepancies according to the document issued, the Supplier shall issue the supply invoice or the Buyer shall issue an additional debit invoice.
5.1.         The SELLER undertakes to: 5.1.1.     Deliver the goods to Stores within the terms and conditions set forth in the Agreement and its annexes. 5.1.2.     Only supply proper quality Goods. 5.1.3.     Take full responsibility for the fact that it has entered into the relevant contracts and therefore, in supplying the Goods to the BUYER, does not violate any rights of third parties and acts within the scope of its rights. 5.1.4.     The SELLER guarantees that the Goods sold to the BUYER will not violate any third party rights or other statutory requirements, including but not limited to inaccurate or misrepresentation of the quality of the Goods, place and time of manufacture, display of the names of other entities, other details, trademarks or service marks, and usage of the polygraphic design of the product packaging. If any third party claims against the BUYER in connection with a violation of its rights regarding the distribution of the Goods supplied by the SELLER, the SELLER undertakes to settle claims or take any other action that prevents the BUYER from incurring any expense or loss and, if the dispute is not resolved in good faith, the SELLER is liable in accordance with the law. The SELLER undertakes to indemnify the BUYER for any loss or damage suffered by the BUYER if the Goods provided to the BUYER contain inaccurate or misrepresented data or such data has been placed on the Goods by third parties and such data has resulted in loss or damage to the BUYER, i.e. misrepresentation of the quality of the Goods, the place of manufacture, the arbitrary use of the names of other entities, their trademarks, the polygraphic design of product packaging, copyright and other notes, title and contents of the work. The SELLER also undertakes to indemnify the BUYER for the loss and damage suffered by the BUYER in the event of failure to comply with the obligations set forth in Clause 2.7., i.e. the Goods supplied by the SELLER did not comply with the trademarking rules provided for in the laws and regulations of the Republic of Estonia. The SELLER also undertakes to indemnify the BUYER for the damage and loss suffered by the BUYER if the Goods supplied by the SELLER did not comply with the health and hygiene standards of the Republic of Estonia governing such Goods, if the content or design of the Goods (publications) violates any law or regulatory enactment of the Republic of Estonia, or if a permit to sell a specific product has not been received and submitted if such permission is obligatory. It is the SELLER’S responsibility to determine whether such permission is required and obtainable. 5.2.         The BUYER undertakes to: 5.2.1.     Ensure that the BUYER’S Stores accept the SELLER’S Goods in accordance with this Agreement. 5.2.2.     In case of Commission Sales Agreement, once a month, no later than by the 10th day of the following month, submit to the SELLER reports on the sales (publications) of the products, according to the bar code of each Goods. 5.2.3.     Pay the SELLER for the Goods sold in accordance with the terms and conditions of the Agreement. 5.3.         Each Party undertakes to notify the other in writing of any change in its details (address, telephone, other details).
6.1.         In the case of the Commission Sales agreement, the BUYER shall pay the SELLER for the Goods sold during the reporting month within 30 (thirty) days from the end of the reporting month, if not agreed in another way. 6.2.         In the case of the Upfront Payment Agreement, pay the full amount of the invoice before goods are sent out or on the agreed payment date. 6.2.         In case of delayed payment SELLER may not send out the goods or demand return of goods. The products not paid remain property of SELLER until payment is fully paid. For each day of delay in payment, the BUYER shall pay 0,06% of the outstanding amount to the SELLER. 6.3.         The Parties are materially liable for any violation of their obligations and for the violation of the terms and conditions of this Agreement and are fully liable to the other Party for any resulting damage.
7.            FORCE MAJEURE
7.1.         In the event of a situation in which all or part of the obligations under this Agreement cannot be fulfilled, the Party affected by the Force Majeure shall immediately inform the other Party of the situation and provide supporting documents. The Parties must agree to postpone the fulfilment of all (or part) of their obligations under this Agreement until the circumstances of force majeure cease to exist. 7.2.         Force majeure includes wars, military or emergency situations, strikes or other social unrest, earthquakes, floods or other natural disasters, fires, explosions, acts of governmental authorities and other circumstances beyond the control of the Parties to this Agreement.
8.1.         This Agreement shall enter into force on the date of its signature. 8.2.         Either Party shall have the right to terminate this Agreement unilaterally by giving 30 days’ written notice to the other Party. 8.3.         The Agreement is considered terminated only after the Parties have fully performed their obligations. 8.4.         All amendments and supplements to this Agreement are made in writing and signed by an authorized person of each Party and stamped. 8.5.         All correspondence, contracts and documents of the Parties, except accounting documents, shall cease to have effect from the date of signature of this Agreement.
9.1.         The Parties undertake, during the term of the Agreement and for 12 (twelve) months after its termination, to keep confidential and not to communicate to third parties any information obtained by them in connection with the execution of this Agreement and which is a trade secret, including the text of this Agreement. The text of this Agreement and any other written information provided by the Parties to each other upon notification that such information is their trade secret is considered a trade secret. This information may relate to the Parties’ activities, production, products, business partners, technical secrets, etc.   9.2.         The Parties undertake not to use the information in the performance of this Agreement and for 12 (twelve) months after its termination in such a way that its use would harm or cause damage to the other Party. 9.3.         Without the written consent of the other Party, the Parties may not delegate the rights and obligations under the Agreement to third parties. 9.4.         Certain content, products and services available via SELLER’S Service may include materials from third parties. Third-party links on this site may direct BUYER to third-party SELLER’S sites that are not affiliated with us. SELLER is not responsible for examining or evaluating the content or accuracy and SELLER do not warrant and will not have any liability or responsibility for any third-party materials or SELLER’S sites, or for any other materials, products, or services of third parties. SELLER is not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party SELLER’S sites. Please review carefully the third-party’s policies and practices and make sure BUYER understand them before BUYER engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party. 9.5.         If at SELLER’S request, BUYER send certain specific submissions (for example contest entries) or without a request from us BUYER send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, ‘comments’), BUYER agrees that SELLER may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that BUYER forward to us. SELLER is and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments. SELLER may, but have no obligation to, monitor, edit or remove content that SELLER determines in SELLER’S sole discretion are unlawful, offensive, threatening, libellous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service. BUYER agrees that BUYER’S comments will not violate any right of any third party, including copyright, trademark, privacy, personality or another personal or proprietary right. BUYER further agree that BUYER’S comments will not contain libellous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related SELLER’S site. BUYER may not use a false e-mail address, pretend to be someone other than BUYER’S, or otherwise mislead us or third parties as to the origin of any comments. BUYER is solely responsible for any comments BUYER makes and their accuracy. SELLER take no responsibility and assume no liability for any comments posted by BUYER or any third party. 9.6.         BUYER’S submission of personal information through the store is governed by SELLER’S Privacy Policy. To view SELLER’S Privacy Policy. 9.7.         Occasionally there may be information on SELLER’S site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. SELLER reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related SELLER’S site is inaccurate at any time without prior notice (including after BUYER have submitted BUYER’S order). SELLER undertakes no obligation to update, amend or clarify information in the Service or on any related SELLER’S site, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related SELLER’S site should be taken to indicate that all information in the Service or on any related SELLER’S site has been modified or updated. 9.8.         In addition to other prohibitions as set forth in the Terms of Service, BUYER are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate SELLER’S intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related SELLER’S site, other SELLER’S sites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related SELLER’S site, other SELLER’S sites, or the Internet. SELLER reserve the right to terminate BUYER’S use of the Service or any related SELLER’S site for violating any of the prohibited uses. 9.9.         SELLER does not guarantee, represent or warrant that BUYER’S use of SELLER’S service will be uninterrupted, timely, secure or error-free. SELLER does not warrant that the results that may be obtained from the use of the service will be accurate or reliable. BUYER agrees that from time to time SELLER may remove the service for indefinite periods of time or cancel the service at any time, without notice to BUYER. BUYER expressly agree that BUYER’S use of, or inability to use, the service is at BUYER’S sole risk. The service and all products and services delivered to BUYER through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for BUYER’S use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. 9.10.         In no case shall Seik OÜ, SELLER’S directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from BUYER’S use of any of the service or any products procured using the service, or for any other claim related in any way to BUYER’S use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, SELLER’S liability shall be limited to the maximum extent permitted by law. 9.11.         BUYER agrees to indemnify, defend and hold harmless Seik OÜ and SELLER’S parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of BUYER’S breach of these Terms of Service or the documents they incorporate by reference, or BUYER’S violation of any law or the rights of a third-party. 9.12.         Disputes arising are resolved by negotiations between the Parties, by filing a claim in writing, and in case of failure to reach an agreement, in accordance with the procedure established by the laws of the Republic of Estonia.
10.1.         BUYER can review the most current version of the Terms of Service at any time on this page. 10.2.         We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is BUYER’S responsibility to check our website periodically for changes. BUYER’S continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
11.1         Questions about the Terms of Service should be sent to us at [email protected]   The Seller Seik OÜ Parda 3/5/7, 10151 Tallinn, Estonia E-mail: [email protected] Telefon: +372 54 200 304 Registration code: 12921231 VAT nr: EE101925398