GENERAL TERMS AND CONDITIONS OF THE PURCHASE AND SALE AGREEMENT
I. CONTENT OF THE CONTRACT
1. The parties to the contract agree that Kivisepad AS (hereinafter: the seller) undertakes, under the contract to
to sell the buyer, upon the buyer’s order, a product made of natural or engineered stone manufactured by the seller.
2. The seller is obliged to transfer possession and ownership of the manufactured product to the buyer after
paying for the purchased goods.
The buyer undertakes to accept the product manufactured by the seller according to their order and to pay for the product
in accordance with the terms of this agreement.
4. The seller carries out installation work only at the buyer’s request and for a separate fee. Installation work
is performed at the site specified by the buyer.
5. The seller generally sells products with straight cuts—unless otherwise clearly agreed upon.
If, during the measurement carried out at the site, it is found that the walls are uneven, convex, concave,
wavy, or otherwise not straight, then the performed measurement is considered a special service and
the seller has the right to charge the buyer an additional fee for such work.
6. The seller confirms that the price has been prepared based on the information provided by the buyer regarding the product and services
which is specified in the purchase and sale agreement.
7. Upon concluding the purchase and sale agreement, the buyer undertakes to decide whether they wish to provide the seller with
the verification of the provided measurements and other data by the seller’s specialist, or whether the product will be manufactured
based solely on the measurements and data provided by the buyer. The parties agree that by signing the purchase and sale agreement, the buyer confirms their consent to the production of the product to begin. Confirmation given via email is considered equivalent to a signature.
8. If the buyer wishes to have the measurements of the ordered product verified by the seller’s specialist, the buyer undertakes to
the seller undertakes to prepare a drawing of the product, based on which the seller will prepare a new cost estimate, which
reflects the price and technical differences compared to the initial quotation.
9.If the buyer does not agree with the new cost estimate, the buyer has the right to withdraw from the quotation
by notifying the seller on the same day the new price is received. The parties agree that
in the event of withdrawal by the buyer, the buyer shall pay the seller for the measurement work performed in
accordance with the Kivisepad AS service price list.
10. The parties agree that when ordering a product that requires measurement, the seller will provide the buyer with a work drawing (layout),
and the buyer is obliged to check the drawing. The buyer’s written confirmation
of the drawing’s accuracy is considered consent to begin production. If the buyer
If the buyer has not actually reviewed the drawing but has given consent to begin production,
the buyer has no right to submit claims later.
The parties agree that the product’s delivery time begins from the day the buyer has
paid the advance payment to the seller.
12. The seller is obliged to inform the buyer immediately of any delay in the product’s completion date,
but no later than 2 working days after the day the seller became aware or should have become aware
of the reason for the delay.
13. The buyer confirms that they are aware that due to the natural characteristics of the stone,
the pattern may not always align perfectly. If the buyer wishes for the pattern to align precisely, they must inform the seller
before signing this agreement. If the buyer requests perfect pattern alignment,
the buyer shall pay an additional fee based on the extra material required.
II. PRODUCT HANDOVER AND RECEIVING
14. The parties agree that the seller is obliged to hand over the ordered product to the buyer
only after full payment of the purchase price to the seller. Until the purchase price is fully paid, the product remains the property of the seller,
and the seller has the right to refuse to hand over the product.
The parties agree that the product is considered handed over to the buyer at the moment the product is delivered
into the buyer’s possession by the seller.
16. The parties agree that the risk of damage or loss of the product transfers to the buyer upon
delivery of the product.
17. The parties agree that by signing the delivery note, the buyer confirms receipt of the product. The delivery note
may also be signed by a third party authorized by the buyer, but in that case, the buyer must
notify the seller of the authorized person no later than 2 working days before signing the delivery note.
The seller has the right to request identification (passport, ID card, driver’s license, etc.)
from the buyer’s authorized representative. If the buyer fails to notify the seller of the third party
authorized to receive the product in a timely manner, the seller has the right to refuse to hand over the product
to the third party.
18. The parties agree that if the buyer unjustifiably refuses to accept the product at the buyer’s location or another location
requested by the buyer, the seller has the right to return the product to the seller’s premises, which will be noted
on the delivery note. If the buyer unjustifiably refuses to accept the product, the product shall be considered
delivered to the buyer once the seller has returned the product to the seller’s premises. The parties agree
that the buyer is obliged to pay the costs of returning the product to the seller’s premises.
19. The parties agree that if the buyer does not collect the product within five (5) working days from the product’s
completion date, the seller has the right to charge a storage fee of 0.25% of the product’s price
for each delayed day.
20. If the buyer has also ordered installation services from the seller according to clause 4 of this agreement, the parties shall prepare
an installation handover-acceptance report after the installation work is completed,
which, upon signing, shall be considered acceptance of the work.
III. PRICE AND PAYMENT TERMS
21. The parties agree that the product price is the amount specified in this agreement. All
payments due from the buyer under this contract shall be made to the seller’s bank account.
22. The buyer is obligated to pay for the product under the terms and amount set forth in
this agreement.
23. The seller has the right to request an advance payment of up to 50% of the product
price before starting production. The seller must inform the buyer about the advance payment request prior
to signing this agreement. The advance payment and its amount are specified in this agreement.
24. The parties agree that when ordering installation services, the buyer must pay
for the installation within 3 working days from the signing of the installation handover-acceptance protocol.
The buyer is obligated to pay for the installation to the seller’s bank account.
IV. INSPECTION OF GOODS, NOTIFICATION OF NON-CONFORMITY AND NON-CONFORMITY
REMOVAL
25. The parties agree that upon delivery of the product, the buyer shall sign the delivery note, which records the type,
quantity, sales contract number, and time of delivery of the product. The buyer is obliged to
inspect the ordered product with reasonable care before signing the delivery note and to immediately notify
the seller of any defects found. Any discovered defects shall be recorded on the delivery note.
The parties agree that by signing the delivery note, the buyer confirms the product’s
compliance with the contract terms.
26. If the non-conformity of the product to the contract could not be detected during a reasonable inspection,
the buyer may rely on the non-conformity only if the buyer notifies the seller
of the non-conformity immediately, but no later than five (5) calendar days from the time
the buyer discovered or should have discovered the defect. The parties agree that the buyer must
notify the seller of the non-conformity in a form that allows written reproduction
and specify the details of the non-conformity as precisely as possible.
27. If the buyer has notified the seller of the product’s non-conformity in accordance with this contract
and the seller does not dispute the non-conformity, the parties shall prepare a report on the non-conforming product
indicating whether the product will be 1) repaired; 2) replaced; or 3) repurchased.
The parties agree that the seller is obliged to remedy the non-conformity as
specified in the report within fourteen (14) days from the date
the report is prepared, unless otherwise agreed by the parties.
28. If the buyer has notified the seller of the product’s non-conformity in accordance with this contract but
the seller finds that the product complies with the contract or that the non-conformity occurred after
delivery due to circumstances for which the buyer bears the risk under the law and contract, the product’s
conformity shall be assessed by an expert. The parties shall jointly agree on the identity of the expert. If the parties
cannot agree on the expert’s identity, the seller shall decide. The parties agree that the costs related to
hiring the expert and the examination shall be borne by the party making the claim. If the expert
finds the buyer’s claim justified, the buyer shall have the right to demand
reimbursement from the seller for the costs incurred
for hiring the expert and conducting the examination.
29. The parties agree that the same procedure that applies to product delivery (points 25-28 of this contract)
also applies to the inspection of installation work and notification of defects.
V. WARRANTY
30. The parties agree that the seller provides a two (2) year warranty on the product manufactured by the seller, starting from the moment
the product is handed over to the buyer.
31. The warranty does not cover micro-cracks on the surface of natural stone products if
these do not affect the safety or transport of the stone (product).
32. The warranty does not apply to characteristic variations on the surface of natural stone, ceramic, and engineered stone products
that fall within the standard limits. Tolerances are acceptable for natural stone, ceramic, and engineered stone products
if they comply with the relevant standard. Allowed tolerances include: overall dimensions of the work surface
up to 3 mm; general dimensions and center points of openings +/- 3 mm; thickness of granite or marble work surfaces
+/- 3 mm; thickness of quartz or ceramic work surfaces +/- 2 mm; unevenness of the work surface
up to 0.5 mm; gaps between work surfaces of 1-3 mm; height differences of back panels up to 0.5 mm. In ceramics,
scratches may occur on matte and polished surfaces if incorrect working techniques are used.
33. The warranty does not apply in cases where the product has been broken, damaged, or otherwise
impaired due to circumstances attributable to the buyer, especially due to failure to follow maintenance conditions. The warranty
also does not cover cases where the product is used for purposes or in ways other than intended,
or where the buyer has independently modified or altered the product.
34. The warranty does not cover defects caused by normal wear and tear.
35. The warranty does not exclude or limit the buyer’s right to exercise legal remedies provided by law.
36. In the event of a warranty claim, the seller must be notified in a form that allows
written reproduction. The claim must be sent to the Kivisepad AS office at Turu 51a, Tartu,
or by email to [email protected].
VI. LIABILITY
37. The parties agree that they shall be liable for breach of contractual obligations only if
the breach was caused intentionally or by negligence. The party breaching the contract is obligated to
compensate the other party for damages caused by improper or non-fulfillment
of the contract.
38. The parties agree that if the buyer fails to fulfill the payment obligations
regulated in this contract on time, the seller has the right to claim a penalty of 0.15% of the outstanding amount for each day of delay.
The calculation of the penalty ends on the day the payment arrears are settled. The parties agree
that payments received will be first applied to accrued penalties and then to the
principal debt. Waiver of the penalty requires written agreement between the parties.
39. The parties agree that if the seller unreasonably delays the delivery of the product, the buyer
has the right to claim a penalty of 0.15% of the value of the delayed product for each day of delay.
40. The parties agree that all costs related to improper performance of the contract, including late or unpaid payments,
shall be borne by the party who breached the contract.
Costs related to improper performance include collection costs
(debt collection fees, legal fees, etc.).
41. The parties agree that if the buyer wishes to cancel the ordered product
after signing this contract, the first payment made by the buyer shall be retained in full as a contractual penalty and
will not be refunded by the seller.
42. If the buyer sends any items to the seller via third parties, including courier services,
for which the seller must take verification measurements, the confirmation given to
the third party or courier regarding the correctness of the product is not decisive in terms of liability. The parties agree
that the seller is obliged to inspect the items sent via third parties within one week
from the date of receipt, and in case of defects, the seller shall immediately
notify the buyer. The seller is not liable for defects present on the product prior to the product coming
into the possession of the seller.
43. The parties agree that breach of contractual obligations is excusable and
non-fulfillment or improper fulfillment of obligations shall not be considered a breach of contract
if the breach was caused by force majeure. Force majeure means a
circumstance that the contracting party could not influence and could not reasonably be expected to consider,
avoid, or overcome at the time of signing the contract.
Force majeure in this contract includes, among other things, unexpected labor shortages
and long delivery times.
44. The parties agree that in the event of force majeure, deadlines arising from the
contract shall be extended by the duration of the force majeure circumstance.
45. The seller is not liable for any other costs incurred by the buyer, unless the buyer has informed
or agreed with the seller in advance about the possible occurrence of such costs.
mistahes kulusid, mis võivad ostjal tekkida seoses toote viibimisega (nt tellitud elektriku
(e.g., costs for an ordered electrician, plumber, planned event, etc.).
VII. COMMENCEMENT, AMENDMENT AND TERMINATION OF CONTRACT
46. The contract enters into force upon its signing by both parties. By signing, the parties
confirm the accuracy of the statements and representations made in this document.
47. The parties agree that all amendments, additions, and corrections to the contract must
be made in a form that enables written reproduction and shall be valid only upon being
signed by both parties. If the form requirement is not met or the amendments are not
signed, such amendments, additions, and corrections shall be
deemed invalid.
VIII. DISPUTE RESOLUTION
48. The parties agree that all disputes arising from this contract shall initially be resolved
through negotiations. If the disputes cannot be resolved through negotiations, they shall
be settled in Tartu County Court.
IX. FINAL PROVISIONS
49. By signing the Agreement, the Parties confirm that they are duly authorized persons
to enter into this Agreement. By signing the Agreement, the Parties confirm that they
are authorized to conclude this Agreement, that the authorizations are valid, and that
they possess all rights necessary for entering into this Agreement.
50. The Agreement is executed in two identical counterparts of equal legal force, one of
which shall be retained by the buyer and the other by the seller.