These are the Terms of Delivery (the "Terms") for Printed Circuit Boards sold by Brandner PCB OÜ (registered in Estonia under 10285280 with registered address at Tööstuse 17, 72720 Paide, Estonia (the "Supplier").
These Terms are valid and effective as of 27.09.2016. For the most recent effective version of the Terms and Supplier's contact details please visit www.brandner.ee.
1. Application. Unless agreed otherwise by the parties, these Terms shall apply to all sale-purchase transactions where the Supplier sells and delivers and the other party (the "Client", jointly with the Supplier, the "Parties") purchases printed circuit boards (the "Transaction").
2. Exceptions. Parties may agree that terms and conditions different from the regulation of the Terms shall apply in respect of certain Transactions or circumstances. In such case such separately agreed terms shall apply to the agreed extent and in respect of the remaining part, these Terms shall apply. All the respective notices and agreements between the Parties must be submitted in the reproducible form.
3. Initiating the Transaction, Price Proposal. For initiating the Transaction the Client shall deliver to the Supplier a digital description (in a format acceptable to the Supplier) of the required printed circuit board (the "Product") together with necessary specifications and requested terms of delivery (the "Request"). The description and specification of the Product have to concur with the requirements of the international standards IPC A-600H and IPC 6012B which are available at www.ipc.org. The Supplier may require that the Client must specify the data and information in the Request. Based on the Client’s Request, the Supplier shall prepare a price offer (the “Price Offer”) and submit it to the Client. The Supplier shall be entitled not to submit a Price Offer and shall notify the Client respectively.
4. Order. The Client’s consent given in a reproducible form to order a product that complies with the description provided in the Price Offer in accordance with the terms provided therein, shall be deemed to be the Order.
5. Confirmation andconcluding the contract. The Supplier shall confirm the supply obligation taken under a received Order by submitting a Confirmation to the Client. The Confirmation shall include the description of the ordered Product, offered purchase price for the Product, terms for delivery for the Product (including date of delivery form the production plant and transportation terms) and payment terms (the “Confirmation”). The Confirmation may also include other data that the Supplier has considered relevant or that the Client has wished to clarify. A binding contract for the Transaction (the "Contract") shall be deemed to have been duly concluded as of the moment when the Supplier issues the Confirmation. The Supplier shall deliver the Confirmation to the Client to the address where the Order was submitted from.
Product delivery terms
6. Delivery. The Supplier shall deliver the Product according to the terms of the Transaction. The Supplier shall commence the delivery proceedings after concluding the Contract and entering into the Transaction as foreseen in Section 5 of these Terms. The time of delivery shall be automatically extended by the time required for receiving answers to possible technical questions that may arise during the performance of the Order or for obtaining approvals from the Client.
7. Conditions precedent. In case, under the terms of the Transaction, the Client has to make a prepayment or fulfil other conditions specified as conditions precedent, the Supplier shall not commence delivery proceeding before the respective prepayment has been made or other conditions fulfilled.
8. Suspending the delivery, setting a credit limit, postponing the delivery date. The Supplier shall be entitled not to commence the delivery or to suspend it in case the Client has not fulfilled other obligations towards the Supplier, including (without limitation) in case the Client has failed to perform its obligations under other Transactions. The Supplier shall be entitled to establish a credit limit for the Client specifying the maximum aggregate amounts which the Client may potentially owe under the Transactions where the payment date has not yet arrived. The Supplier may suspend any delivery as long as the referred payment obligations exceed the said limit. The Supplier informs the Client about the limit and the credit level upon Client's respective enquiry. In case the Supplier suspends any delivery on the basis of this Section, the delivery date agreed in the Transaction shall be deemed to have been postponed by the respective period without any further notice.
9. Package, transport and moment of delivery of the Product. The Supplier shall pack each Product in accordance with rules specified for such product in the international standards IPC A-600H and IPC 6012B. The Client shall indicate the preferred transport method and provider of transport service upon making the Request. In case the Client fails to specify the method or transport service provider, the Supplier shall determine the same instead of the Client considering its experience with the delivery of products similar to the Product. The Supplier shall bear the packing expenses and the Client shall bear the transportation expenses of the Product. The Supplier shall be entitled to bear the transportation expenses for the Client and invoice such amounts to the Client. The Product shall be deemed to have been duly delivered to the Client as of the moment when it has been handed over to the transport service provider.
10. Delay of delivery. In case it is not possible to deliver the Product by the date specified in the Transaction, the Supplier shall notify the Client without delay and shall provide a new date of delivery. In case the delay occurs in respect of the Product for which the special express delivery condition was agreed and provided that the Product was priced respectively, then the Supplier shall adjust the price to accommodate such longer delivery period.
Terms for the transfer of ownership
11. Transfer of the risk of accidental destruction or damaging of the Product. The risk of the accidental destruction or damaging of the Product shall be transferred to the Client as of the moment when the Product has been handed over to the transport service provider or to the Client.
12. Transfer of the ownership and reservation of ownership. Provided that Client has fully paid for the Product (i.e. fulfilled all its payment obligations under the Transaction), the ownership of the Product shall be transferred to the Client upon transferring the Product to the transport service provider or to the Client. In case the Client has, by the moment of transfer, not yet fully paid for the Product, the ownership shall be transferred as of the moment when the full payment is made.
Client's obligations regarding the inspection and exploitation of the Product
13. Client's obligation to inspect the Product and to notify about defects. The Client shall be obliged to check and inspect upon the receipt of the Product whether the amount of the Product coincides with the enclosed delivery documents and to use its best efforts to verify whether the Product accords with the quality standards and other conditions agreed in the Transaction. The Client shall be obliged to immediately (but in any event within 180 (one hundred eighty) days from the receipt of the Product) notify the Supplier about any defects or deficiencies in the Product. The Supplier shall be entitled not to consider any complaint submitted with delay.
14. Client's obligation to use the Product in accordance with applicable rules. The Client shall be obliged to use the Product in accordance with the rules and regulations specified in the international standards IPC A-600H or IPC 6012B. In case the Supplier provides certain Product with additional exploitation rules, the Client shall be obliged to follow also such additional rules. Should the Client transfer the Product (or any reprocessed derivative thereof) to third person, the Client shall be obliged to inform such third person about the obligation to follow the rules described above and ensure that such third person would follow the rules to the fullest extent.
15. Product with characteristics different from those agreed in the Transaction. If it occurs that the delivered Product does not accord to the characteristics agreed in the Transaction and set out in the Confirmation and such circumstance is caused by production failure or poor quality of the materials used in the production process, the Supplier shall (with prior consultation with the Client): (a) accept the returned Product and repair the deficiencies or substitute the non-conforming Product with a conforming Product, (b) give a discount on the non-conforming Product, or (c) compensate to the Client the purchase price of the non-conforming Product.
16. Return of the Product. If the Client wants to have the deficiencies of a Product to be repaired, a non-conforming Product to be substituted or wants to receive a full compensation of the purchase price, the non-conforming Product needs to be returned to the Supplier at the expense of the Supplier. The Client is prohibited from exploiting, changing or reprocessing the non-conforming Product nor allowing third persons to do the same.
17. Payment. The Client shall pay for the Product in accordance with the terms agreed in the Transaction and pursuant to the invoice provided by the Supplier.
18. Default interest. In case the Client delays with payments and the Supplier so requires, the Client shall pay default interest on the overdue amount with the rate of 0.1% (zero point one per cent) for each delayed day until the full payment of the overdue amount.
Guarantee and Parties' liability
19. Guarantee. The Supplier gives a 6 (six) months guarantee to the Products which bear marking "BRN". The Supplier shall not give any guarantee to any other Product. The term of the guarantee shall commence on the date of delivering the Product to the Client. The guarantee shall be valid only if the Client or other person using the Product strictly follow the exploitation rules specified in the international standards IPC A-600H or IPC 6012B. The guarantee only covers such defects and deficiencies which are caused by production failure or poor quality of the materials used in the production process. In order to exercise the rights arising from the guarantee, the Client shall be obliged to notify the Supplier of a deficiency immediately, but no later than within 30 (thirty) days as of the appearance of the deficiency. The Supplier shall, at its sole discretion, eliminate the deficiencies covered by the guarantee or replace the Product, during a reasonable time. This guarantee does not restrict exercising of any other Client’s rights that may be available under law.
20. Limitations on Supplier's liability. The Supplier shall not be liable for the damages occurred in connection with the exploitation of the Product (or any reprocessed derivative thereof) in case the damages were caused by improper (i.e. not in conformity with the applicable rules and directions) usage or reprocessing or other failure by the Client to follow its obligations under Terms or Transaction. The Supplier shall not be liable for the damages caused by the usage of non-conforming (i.e. with deficiencies) product or non-conformity of the conditions not specified in the Transaction or any further damages thereto. The maximum monetary liability of the Supplier in regard to the repairing, substituting or compensating the purchase price of the non-conforming Product is limited to the amount of the double purchase price of the nonconforming Product. The Supplier shall not bear any liability for delays in delivery which are caused by the transport service provider.
21. Changing the Order. If the Supplier has started to fulfil the Contract and the Client wishes to change the Product or the Order, the Supplier shall be entitled to demand the compensation of any costs and expenses related to changing the Contract. For the sake of clarity, the Supplier shall not be obliged to agree with changing the Product or the Order.
22. Force Majeure. The Supplier shall bear no responsibility for violating its obligations under the Transaction if that was caused by the occurrence of the force majeure circumstances. The Supplier shall inform the Client immediately about the occurrence of force majeure.
23. Amending the terms and conditions of the Transaction. Unless provided otherwise in these Terms, the terms and conditions of the Transaction may only be amended by the agreement of the Parties. The Supplier shall be entitled, by notifying the Client respectively, to change the agreed price of the Product upon de- or revaluation of euro, pro rata to the rate of such de- or revaluation.
24. Amending the Terms. The Supplier may amend the Terms at its sole discretion at any time with immediate effect but such amendments shall not apply to previously made Transactions. The Supplier shall publish the amendments on its website and may send them also to the Client. The Supplier shall refer to the amendments when making a first Transaction with the Client after the Terms were amended.
25. Notices. Unless agreed otherwise by the Parties, all notices and other communication related to the Transaction must be submitted in the reproducible form.
26. Confidentiality. The Parties shall keep the terms and conditions of the Transaction confidential and shall not disclose them without the approval from the other Party.
26. Governing law and jurisdiction. The Contract shall be governed by laws of the Republic of Estonia. All disputes related thereto that could not be solved by mutual negotiations during reasonable time shall be submitted for solving to Harju County Court (Kentmanni courthouse).