GENERAL TERMS AND CONDITIONS OF THE SALE AND PURCHASE AGREEMENT
I. CONTENT OF THE AGREEMENT
1. The parties agree that Kivisepad AS (hereinafter: the Seller) undertakes, under the Agreement, to sell to
the Buyer a product made of natural or engineered stone, manufactured by the Seller according to the Buyer’s order.
2. The Seller is obliged to transfer possession and ownership of the manufactured product to the Buyer
after the purchase price of the product has been paid in full.
3. The Buyer undertakes to accept the product manufactured by the Seller on the basis of the Buyer’s
order and to pay for the product in accordance with the terms and conditions of this Agreement.
4. The Seller shall carry out installation works only at the Buyer’s request and for a separate fee. Installation
works shall be performed at the site specified by the Buyer.
5. Unless expressly agreed otherwise, the Seller shall, as a rule, supply products with straight-cut edges. If,
during measurements taken at the site, it becomes apparent that the walls are crooked, curved, concave,
uneven, wavy or otherwise not straight, the related measurement work shall be deemed special work,
and the Seller shall be entitled to charge the Buyer an additional fee for such work.
6. The Seller confirms that a price calculation for the product and services has been prepared on the basis
of the information provided by the Buyer and is specified in the Sale and Purchase Agreement.
7. Upon entering into the Sale and Purchase Agreement, the Buyer undertakes to decide whether the
dimensions and other information provided by the Buyer to the Seller are to be verified by the Seller’s
specialist or whether the ordered product is to be manufactured solely on the basis of the dimensions and information provided by the Buyer. The parties agree that by signing the Sale and Purchase
Agreement, the Buyer confirms consent for the manufacture of the product to commence. Confirmation given by e-mail shall be deemed equivalent to a signature.
8. If the Buyer requests that the dimensions of the ordered product be verified by the Seller’s specialist, the
Seller shall prepare a drawing of the product and, on that basis, a revised price calculation indicating the
price and any technical differences compared with the original quotation.
9. If the Buyer does not agree with the revised price calculation, the Buyer shall have the right to withdraw
from the quotation by notifying the Seller on the same day on which the Buyer becomes aware of the
revised price. The parties agree that, in the event of such withdrawal, the Buyer shall pay the Seller for
the measurement work already carried out in accordance with the Kivisepad AS price list for services.
10. The parties agree that, when ordering a product involving on-site measurement, the Seller shall provide
the Buyer with a working drawing/layout, which the Buyer is obliged to review. The Buyer’s written
confirmation that the working drawing is correct shall be deemed consent for the manufacture of the
product to commence. If the Buyer has not actually reviewed the working drawing but has nevertheless
given consent for production to begin, the Buyer shall not subsequently be entitled to submit claims concerning matters shown on the approved drawing.
11. The parties agree that the delivery period for the product shall commence on the date when the Buyer
has paid the advance payment specified by the Seller.
12. The Seller is obliged to inform the Buyer immediately of any postponement of the product completion
date, but no later than within two working days from the date on which the Seller became aware, or
should reasonably have become aware, of the circumstances causing the delay.
13. The Buyer confirms awareness that, due to the inherent characteristics of stone, the pattern may not
always align continuously between separate pieces. If the Buyer requires the stone pattern to be
matched as precisely as possible, the Buyer must inform the Seller thereof before entering into this
Agreement. If the Buyer requests precise pattern matching, the Buyer shall pay an additional amount corresponding to the quantity of additional material required for such matching.
II. PRODUCTS AND CHARACTERISTICS OF MATERIALS
14. The Buyer undertakes to familiarise themselves with and follow the instructions provided regarding the
product, the material, its use, maintenance and handling. The Buyer must also comply with any
additional instructions and recommendations provided by the Seller in relation to the order or the specific material.
15. In the case of products made of natural stone and other materials of a natural character, it must be
taken into account that every material and every individual piece is unique. Samples, photographs,
visualisations and displays provide an indication of the material’s general colour, pattern, structure and
surface finish, but do not constitute a guarantee that the manufactured or supplied product will be completely identical to them.
16. Natural variations inherent to the material, including differences in colour, veining, patterns, mineral
formations and other natural characteristics, shall not in themselves constitute defects in the product,
provided that the product corresponds to the agreed material and the terms of the order.
III. ORDER CONFIRMATION
17. Before confirming the order, the Customer is obliged to verify all order details, including dimensions,
material, colour, surface finish, edge profiles, cut-outs, quantities, drawings and any other technical
information relating to the order.
18. By confirming the order in a form that can be reproduced in writing, including by e-mail, and/or by
paying the agreed advance payment, the Customer confirms that the order description, specifications
and drawings provided to the Customer are clear and correspond to the Customer’s requirements.
19. If the Customer discovers an error or inaccuracy in the order confirmation, the Customer must notify the
Seller at the earliest opportunity. Once production has commenced, changes to the order may no longer
be possible or may result in additional costs.
20. If the order includes the removal by the Seller of existing worktops, window sills, wall panels, sinks,
appliances or other structures, the Customer must take into account that dismantling work may involve
a risk of damage to surrounding surfaces or structures.
21. The Seller shall carry out dismantling work with reasonable professional care. The Seller shall not be
liable for damage that could not reasonably have been avoided or foreseen using normal working
methods, for example where the structure being removed is strongly bonded, concealedly fixed, worn or
deteriorated, or where the surface beneath or adjacent to it is particularly susceptible to damage. This provision shall not limit the Seller’s liability to the extent that such limitation is not permitted by law.
IV. DELIVERY AND ACCEPTANCE OF THE PRODUCT
22. The parties agree that the Seller shall deliver the ordered product to the Buyer after the purchase price
has been paid in full. Until full payment of the purchase price, the product shall remain the property of
the Seller, and the Seller shall be entitled to refuse delivery until full payment has been received.
23. The parties agree that the product shall be deemed delivered to the Buyer at the moment when the
Seller transfers possession of the product to the Buyer.
24. The parties agree that the risk of loss of or damage to the product shall pass to the Buyer upon delivery
of the product.
25. 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 authorised by the Buyer. In such case, the Buyer shall
notify the Seller of the person authorised to receive the product no later than two working days before
the delivery note is signed. The Seller shall be entitled to request an identity document from the Buyer’s
authorised representative, such as a passport, ID card, driving licence or similar document. If the Buyer
has not notified the Seller in due time of the third party authorised to receive the product, the Seller
shall be entitled to refuse delivery to that third party.
26. The parties agree that if the Buyer unjustifiably refuses to accept the product at the Buyer’s location or
at another location requested by the Buyer, the Seller shall be entitled to return the product to the
Seller’s premises, and a corresponding note shall be made on the delivery note. If the Buyer has
unjustifiably refused to accept the product, the product shall be deemed delivered to the Buyer once the
Seller has returned it to the Seller’s premises. The Buyer shall bear the costs of returning the product to the Seller’s premises.
27. The parties agree that if the Buyer fails to collect the product within five (5) working days after the
agreed completion date, the Seller shall be entitled to charge a storage fee of 0.25% of the value of the
uncollected product for each day of delay.
28. If the Buyer has also ordered installation services from the Seller in accordance with clause 4 of this
Agreement, the parties shall prepare a handover and acceptance certificate after completion of the
installation works. The installation works shall be deemed accepted upon signature of that certificate.
29. Unless otherwise agreed in the order, the goods shall be handed over from the Seller’s warehouse in
accordance with the customary packaging and delivery method applicable to the relevant goods. By separate agreement with the Customer, the Seller may arrange transport of the goods to a destination
specified by the Customer and, where necessary, other transport-related services. In such case, the
transport terms, costs and allocation of liability shall be agreed upon when the order is confirmed.
V. PRICE AND PAYMENT TERMS
30. The parties agree that the price of the product shall be the price specified in this Agreement. All
payments due from the Buyer under the Agreement shall be made to the Seller’s bank account.
31. The Buyer undertakes to pay for the product in the amount and on the terms specified in this
Agreement.
32. Before commencing manufacture of the product, the Seller shall be entitled to request an advance
payment of up to 50% of the product price. The Seller is obliged to inform the Buyer of the advance
payment requirement before entering into this Agreement. The requirement for an advance payment and its amount shall be specified in this Agreement.
33. The Customer undertakes to pay invoices by the due date stated on the invoice. In the event of late
payment, the Seller shall be entitled to use the remedies permitted by law and by the agreement
between the parties, including charging default interest and, where justified, claiming reimbursement of costs associated with debt recovery.
34. If an invoice remains unpaid after a payment reminder has been sent, the Seller shall be entitled to refer
the claim to a debt collection service provider or use other legally permitted means to recover the debt.
35. The parties agree that where installation works have been ordered, the Buyer shall pay for the
installation works within three working days after the handover and acceptance certificate for the
installation works has been signed. Payment for the installation works shall be made to the Seller’s bank account.
VI. INSPECTION OF GOODS, NOTIFICATION OF NON-CONFORMITY AND REMEDY OF
NON-CONFORMITY
36. Upon delivery of the product, the Buyer shall sign a delivery note specifying the type and quantity of the
delivered product, the number of the Sale and Purchase Agreement and the time of delivery. Before
signing the delivery note, the Buyer is obliged to inspect the ordered product with reasonable care and
to notify the Seller immediately of any defects discovered. Any defect identified shall be recorded on the
delivery note. The parties agree that by signing the delivery note, the Buyer confirms that the product
complies with the terms of the Agreement.
37. If the product’s non-conformity with the Agreement could not reasonably have been discovered during
inspection, the Buyer may rely on such non-conformity only if the Buyer notifies the Seller without delay,
but no later than within five (5) calendar days from the date on which the Buyer discovered or should
have discovered the defect. The parties agree that notification of non-conformity must be provided in a
form that can be reproduced in writing and must describe the circumstances of the non-conformity as
precisely as possible.
38. If the Buyer has notified the Seller of the product’s non-conformity in accordance with this Agreement
and the Seller does not dispute the non-conformity, the parties shall draw up a report concerning the
repurchased by the Seller. Unless otherwise agreed by the parties, the Seller shall remedy the non-
conformity in the manner specified in the report within fourteen
(14) days from the date on which the
report is drawn up.
39. If the Buyer has notified the Seller of the product’s non-conformity in accordance with this Agreement,
but the Seller considers that the product complies with the Agreement or that the non-conformity arose
after delivery due to circumstances for which the Buyer bears the risk under applicable law and this
Agreement, the conformity of the product shall be assessed by an expert. The parties shall agree jointly
on the expert. If the parties are unable to agree on the choice of expert, the expert shall be selected by
the Seller. The parties agree that the costs related to appointing the expert and examining the product
shall initially be borne by the Buyer who submitted the claim. If the expert determines that the Buyer’s
claim was justified, the Buyer shall be entitled to reimbursement from the Seller of the reasonable costs
incurred in appointing the expert and carrying out the examination of the product.
40. The parties agree that the same procedure that applies to inspection of the product and notification of
defects upon delivery shall also apply to the inspection of installation works and notification of defects therein, i.e. clauses 25–28 of this Agreement shall apply.
VII. WARRANTY
41. The parties agree that the Seller provides a warranty of two (2) years for products manufactured by the
Seller, starting from the date on which the product is delivered to the Buyer.
42. The warranty does not apply to microcracks occurring on the surface of products made of natural stone,
provided that such microcracks do not affect the safety, structural integrity or transportability of the stone product.
43. The warranty does not apply to material-specific variations in products made of natural stone, ceramic
or engineered stone where such variations remain within the applicable tolerances or standards.
Tolerances are permitted for natural stone, ceramic and engineered stone where they comply with the
applicable standard. Permitted tolerances are: overall worktop dimensions up to 3 mm; overall cut-out
dimensions and cut-out centre positions ±3 mm; thickness of granite and marble worktops ±3 mm;
thickness of quartz and ceramic worktops ±2 mm; worktop unevenness up to 0.5 mm; joints between
worktops 1–3 mm; difference in height between backsplash panels 0.5 mm. In the case of ceramic surfaces, incorrect working methods may cause scratches on both matt and polished surfaces.
44. The warranty does not apply where the product has broken, been damaged or otherwise impaired due
to circumstances attributable to the Buyer, particularly as a result of failure to comply with maintenance
instructions. The warranty also does not apply where the product has been used for purposes or in a
manner for which it was not intended, or where the Buyer has independently altered, supplemented or modified the product.
45. The warranty does not cover defects resulting from normal wear and tear.
46. The warranty does not exclude or restrict the Buyer’s right to rely on remedies provided by law.
47. In the event of a warranty claim, the Seller must be notified in a form that can be reproduced in writing.
The claim must be sent to the Kivisepad AS office at Turu 51a, Tartu, Estonia, or by e-mail to
[email protected].
VIII. LIABILITY
48. The parties agree that each party shall be liable for a breach of its contractual obligations where the
breach is attributable to that party. The party in breach shall compensate the other party for any loss or
damage caused by improper performance or non-performance
of the Agreement.
49. The parties agree that if the Buyer fails to fulfil the payment obligations set out in this Agreement on
time, the Seller shall be entitled to charge default interest at the rate of 0.15% of the outstanding
amount for each day of delay. Accrual of default interest shall cease on the date on which the
outstanding amount is paid. The parties agree that payments made towards the debt shall first be
applied to accrued default interest and thereafter to the principal amount. Any waiver of default interest must be agreed by the parties in writing.
50. The parties agree that if the Seller unjustifiably delays delivery of the product, the Buyer shall be entitled
to claim default compensation from the Seller at the rate of 0.15% of the value of the delayed product for each day of delay.
51. The parties agree that all costs arising from improper performance of the Agreement, including late
payments, shall be borne by the party in breach. Such costs include, among other things, costs incurred
in debt recovery, including collection agency fees,
court costs and similar expenses.
52. The parties agree that if the Buyer wishes to cancel the ordered product after entering into this
Agreement, the first payment made by the Buyer shall be retained in full as a contractual penalty and
shall not be refunded by the Seller.
53. If the Buyer has sent the Seller, through a third party, including a courier service, an item from which the
Seller is required to take verification measurements, any confirmation given to such third party,
including a courier, regarding the condition of the item shall not be decisive for the purposes of liability.
The parties agree that the Seller shall inspect items received through third parties within one week from
the date of receipt and shall notify the Buyer without delay if any defects are discovered. The Seller shall
not be liable for defects that were already present before the item came into
the Seller’s possession.
54. The parties agree that a breach of contractual obligations shall be excused and non-performance or
improper performance shall not constitute a breach of the Agreement if the relevant party failed to
perform due to force majeure. Force majeure means a circumstance beyond the reasonable control of
the party which, having regard to the principle of reasonableness, the party could not have been
expected to take into account at the time of entering into the Agreement, avoid or overcome, or
prevent or overcome the effects of such circumstance. For the purposes of this Agreement, force
majeure may include, among other things, unforeseen labour shortages and unusually long delivery times.
55. The parties agree that, in the event of force majeure, the contractual deadlines shall be extended by the
duration of the force majeure circumstances.
56. The Seller shall not be liable for other costs incurred by the Buyer unless the Buyer has informed the
Seller of such potential costs in advance or has agreed them with the Seller. Other costs include any
mistahes kulusid, mis võivad ostjal tekkida seoses toote viibimisega (nt tellitud elektriku
tasukulu, tellitud torumehe tasukulu, planeeritud sündmus jms).
IX. ENTRY INTO FORCE, AMENDMENT AND TERMINATION OF THE AGREEMENT
57. The Agreement enters into force upon signature by both parties. By signing the Agreement, the parties
confirm the accuracy of the statements and representations contained in this document.
58. The parties agree that all amendments, supplements and corrections to the Agreement must be made in
a form that can be reproduced in writing and shall enter into force upon approval by both parties. If the
required form is not observed or the amendment is not approved by both parties, such amendment,
supplement or correction shall be
deemed invalid.
X. FORCE MAJEURE
59. The Seller shall not be liable for delay in performance or failure to perform an obligation to the extent
that such delay or failure is caused by circumstances beyond the Seller’s control which the Seller could
not reasonably have foreseen at the time of entering into the Agreement and the consequences of which the Seller could not reasonably have avoided or overcome.
60. Depending on the circumstances, such events may include, among other things, natural disasters, fires,
extensive power or communications outages, acts of war, strikes or other significant work stoppages,
restrictions imposed by public authorities, disruptions to transport connections or ports, significant
supply chain disruptions and other comparable circumstances beyond the Seller’s control.
61. In the event of force majeure, the Seller shall inform the Customer of the circumstances and their
expected effect on fulfilment of the order at the earliest reasonable opportunity.
62. If the order cannot be fulfilled within the agreed period due to force majeure, the performance deadline
shall be extended by a reasonable period corresponding to the duration and effect of the circumstances.
If the impediment continues for such a period that either party no longer has a reasonable interest in performance of the Agreement, that party shall be entitled to exercise any rights to terminate the Agreement available under applicable law or the Agreement.
63. The force majeure provisions shall not restrict the Customer’s rights to the extent that such restriction is not permitted under applicable law.
XI. DISPUTE RESOLUTION
64. The parties agree that all disputes arising from this Agreement shall first be attempted to be resolved
through negotiations. If a dispute cannot be resolved through negotiations, it shall be resolved by Tartu
County Court.
XII. FINAL PROVISIONS
65. By signing the Agreement, the parties confirm that they are duly authorised to enter into this
Agreement. The parties further confirm that their authorisations are valid and that they possess all
necessary rights and powers to enter into and perform
this Agreement.
66. The Agreement is executed in two identical counterparts of equal legal force, one of which shall remain
with the Buyer and the other with the Seller.