Sales Agreement
SALES AGREEMENT
This Sales Agreement (the “Agreement”) has been entered into by [date], [location]
(1) DeCreative Interior LTD with registry code 12845388, registered at Unit 3B, Berol Houses, 25 Ashley Road, N17 9LJ, London, England, represented by a member of the management board Gokhan Erdem Salva (hereinafter: Seller) and
(2) [Name of the Contracting Party], with the registry email [email address], represented by the [name of the member of the management board] (hereinafter: the Buyer),
hereinafter also referred to as the Party or jointly as the Parties, in the following:
- General provisions
1.1. The Agreement consists of this Agreement and the annexes, which are agreed upon after the conclusion of the Agreement. The annexes to the Agreement are an integral part of the Agreement.
1.2. Upon concluding the Agreement, any other declarations of intent made by the Parties in the course of preparation of the Agreement shall become binding.
- Object of the Agreement
2.1. The Seller shall sell to the Buyer [description of the thing to be sold] (hereinafter: the Goods) on the basis of the order submitted by the Buyer in accordance with the conditions provided in the Agreement.
2.2. The exact quantity of the Goods shall be determined each time in the invoice submitted to the Buyer together with the Goods. The invoice shall be drawn up in two copies, one of which shall be returned by the Buyer or his representative to the Seller or his representative after signing. The invoice attached upon delivery of the goods is an integral part of the Agreement.
- Quality of goods
3.1. The Seller ensures that the quality of the Goods sold complies with the requirements established in the Republic of Estonia for the respective Goods and the conditions established by the manufacturer. At the request of the Buyer and if the existence of the respective document is obligatory, the Seller is obliged to provide the Buyer with the supporting documents or copies of documents regarding the quality of Goods.
3.2. In the Agreement, the parties shall treat the terms “Non-quality of the Goods” and “Non-conformity of the Goods with the Agreement” in the following sense:
3.2.1. Non-quality of the Goods means non-compliance of the Goods with conditions set out in Article 3.1.
3.2.2. Non-compliance of the Goods with the Agreement means that the Goods are unfit for this purpose, as arising from the Agreement or the annexes to the Agreement, or the Goods are not the Goods ordered by the Buyer.
3.3. Upon receipt of the Goods, the Buyer is obliged to inspect the Goods immediately himself or through his representative.
3.4. If during the inspection it turns out that the Goods do not meet the requirements specified in clause 3.1 or the documents specified in clause 5.3 are missing, the Buyer has the right to refuse to accept the Goods.
3.5. If the Buyer discovers the quality of the Goods, a latent defect or non-conformity of the Goods with the Contract, which could not be detected during normal and reasonable inspection of the Goods, the Buyer must notify the Seller within [14] ([fourteen]) working days.
3.6. In the event of disagreement between the Parties, the Parties may use an independent expert. The costs of the expertise shall be borne by the Buyer. The expert reports submitted by the Seller are the basis for submitting a claim.
3.7. The Seller is obliged to declare the Goods declared to be of poor quality or not in accordance with the terms of the Agreement either:
- exchange at its own expense for defective Goods for [number of days in numbers] ([number of days in words]) during the day; or
- reduce the cost of the Goods by agreement.
3.8. Upon delivery of the Goods from the Seller to the Buyer, the risk of accidental destruction of the Goods passes to the Buyer.
- Place an order and the price of the Goods
4.1. The goods are ordered by the E-store of Seller or electronically by forwarding the order to the e-mail address [e-mail address].
4.2. When ordering the goods, the Buyer shall provide the Seller with the following information:
- Quantity of goods;
- Buyer details.
4.3. The Buyer shall place an order with the Seller at least [number of days in numbers] ([number of days in words]) the day before the deadline for delivery of the Goods.
4.4. The seller confirms the order, according to the method of placing the order, by phone or e-mail.
4.5. On the basis of the order, the Seller prepares an invoice, on which the name, quantity and price of the Goods are indicated.
4.6. The price of the Goods sold by the Seller at the time of concluding the Contract is [amount in figures] ([amount in words]) euros, plus VAT provided by law.
4.7. The Seller has the right to change the price of the Goods by notifying the Buyer in writing or by e-mail at least [number of days in numbers] ([number of days in words]) days in advance. In case of disagreement with the new price, the Buyer has the right to withdraw from the Agreement by notifying the Seller in writing at least [number of days in numbers] ([number of days in words]) days in advance. The new price does not apply to orders already accepted by the Seller at the time of the price change.
- Delivery and receipt of goods
5.1. Delivery of the Goods from the Seller to the Buyer shall take place on working days (and weekends if applicable) between 0900 and 1800 on the basis of the order submitted by the Buyer.
5.2. The goods will be delivered to the address which will be informed to Seller.
5.3. The goods are handed over together with the following documents: delivery note.
5.4. The goods will be handed over to the Buyer no later than up to 10 weeks (ten weeks) after one working day after placing the order.
5.5. The Buyer has the right to refuse to accept the Goods if the Seller exceeds the term specified in clause 5.1 by more than 10 weeks (10 weeks).
5.6. The Buyer is obliged to accept the Goods if the Goods meet the requirements specified in clause 3.1 of the Agreement and are handed over together with the documents specified in clause 5.3 of the Agreement.
5.7. The Goods shall be handed over to the person who appeared at the receipt of the Goods and certifies his / her respective authorizations (hereinafter: the Buyer's representative).
5.8. The Buyer or his/her representative is obliged to confirm the receipt of the Goods with his / her signature and clearly legible name on the invoice submitted by the Seller.
- Procedure for payment for goods
6.1. The Buyer shall pay for the Goods on the basis of the invoice submitted by the Seller by transfer to the Seller's bank account, which is indicated on the invoice submitted by the Seller. When paying the invoice by the buyer, the invoice numbers for which the payment is made must be indicated in the payment order.
6.2. The Buyer is obliged to pay for the Goods within one day from the receipt of the Goods.
6.3. In case of late payment, the Seller has the right to demand from the Buyer a late payment interest of 5% (5 percent) of the amount not paid on time per day according to the submitted invoice.
6.4. The Seller has the right to refuse to issue new Goods to the Buyer if the Buyer has not paid for the previously issued Goods within the agreed deadlines or if the Buyer owes the Seller other fees (contractual penalties, interest on arrears, etc.) until full payment of the respective amounts.
- Amendment of the Agreement
7.1. The Agreement may be amended by written agreement of the parties, unless otherwise provided by the Agreement.
7.2. Only duly authorized persons are competent to amend the contract.
- Duration of the contract
8.1. The agreement enters into force upon signature and is concluded after the Goods are delivered.
8.2. Termination or premature termination of the Agreement does not release the Party from its unfulfilled obligation arising under the Agreement.
- Dispute Resolution Procedure
9.1. Disputes arising out of or in connection with this Agreement shall be resolved by the Parties through negotiations.
9.2. If the disputes cannot be resolved by negotiations of the Parties, the dispute shall be resolved in the courthouse of Financial Conduct Authority (FCA)
- Final provisions
10.1. The Parties undertake to immediately notify each other of any changes in their data that may affect the performance of the Agreement and the communication between the Parties.
10.2. The Parties undertake not to disclose the content of the Agreement to third parties without the written consent of the other Party or other information (including information concerning the other Party's business and economic activities) that may reasonably and taking into account the Parties' business practices and practices be considered confidential.
10.3. The Agreement has been prepared and signed in English on 4 (four) and in two identical copies of equal legal force, one of which remains with the Seller and the other with the Buyer.
Seller: Buyer:
DeCreative Interior OÜ
Reg. nr. 14882239,
Männimäe/1, 74626 Pudisoo,
Kuusalu, Harju maakond,