ONLINE GENERAL TERMS AND CONDITIONS OF SALE
1. INTRODUCTION - PLACING AN ORDER/ACCEPTANCE
These General Terms and Conditions of Sale, hereinafter referred to as "GTCS," govern the sale of products ("Goods") from the Seller ("Seller") to the Buyer ("Buyer").
The GTCS can be accessed and are publicly available on the company's website at www.smd.ee.
Together with any specific terms and conditions provided in the order confirmation ("Order Confirmation") or within the supply contract (collectively referred to as "Special Terms and Conditions of Sale" or "STCS"), as well as any documents explicitly referenced below, they collectively form the complete agreement between the Seller and the Buyer. They take precedence over any conflicting terms or conditions proposed by the Buyer, whether oral or written.
Any agreement between the Seller or its representatives and third parties requires explicit written acceptance by the Seller. Catalogs and estimates are informational only, and Seller's offers are non-binding unless accompanied by an Order Confirmation.
Modifications or additions to these terms, whether in the Buyer's Purchase Order or any other document, including transportation-related paperwork, are not binding on the Seller unless explicitly accepted in writing.
In case of any discrepancies between the GTCS and the STCS, the latter will prevail.
The Buyer's acceptance of the contractual conditions outlined in these GTCS is indicated by either the Buyer's signature and return of the Order Confirmation or, in the absence of rejection within 3 days from receipt of the Order Confirmation.
2. PRICES
Prices pertain to the delivery of the Goods, as delineated in the STCS, to the specified delivery point and following the transportation procedures outlined in the STCS. The price does not cover spare parts, replacements, or any additional services not explicitly mentioned in the STCS.
The prices are exclusive of VAT and any other applicable taxes, stamps, and duties.
3. PAYMENT TERMS
Payment obligations must align with the provisions specified in the STCS. The responsibility and associated costs of transferring the due amounts rest with the Buyer.
The Buyer is not authorized to withhold payments or engage in any offsetting actions, even in cases of disputes.
In situations of delayed payment, the Buyer is prohibited from initiating any actions, such as sales or utilization of the Goods.
Advance payments will be recognized as a standard payment method in accordance with Article 1385 of the Civil Code.
4. TECHNICAL SPECIFICATIONS AND MODIFICATIONS
The technical specifications and any other attributes included in the supply are binding, subject to the conditions laid out in the STCS.
In the case of Goods that encompass software, the Buyer acknowledges that, following a period of 20 (twenty) working days from the delivery, the supply will be deemed accepted without reservations, and it will be considered in full compliance with the specified specifications in the STCS.
The Seller reserves the right to make necessary modifications to the Goods, provided that such changes do not significantly alter the key features of the Product.
Any technical modifications required by the Buyer as prerequisites for purchase must be mutually agreed upon in writing by both the Seller and the Buyer.
5. DELIVERY TERMS - FORCE MAJEURE
The Goods will be delivered to the Buyer or the designated carrier at the agreed-upon location on the specified date, as detailed in the STCS.
Delivery terms commence either from (i) the issuance of the Order Confirmation or, if subsequent, (ii) the final agreement covering all prerequisites established before production begins.
The Seller's production, transportation, and delivery of the Goods may encounter delays or obstacles, or involve alternative means of implementation. Such occurrences, whether in part or whole, may result from factors beyond the Seller's control. These factors include, but are not limited to, war (whether declared or not), labor strikes, union protests, accidents, fires, floods, transportation delays, shortages of raw materials, components, and finished products, production halts, legal regulations, government orders, or actions by public authorities. The Seller's performance may become impracticable due to the emergence of conditions that were crucial prerequisites for issuing the order confirmation.
In such circumstances, the Seller is entitled to a reasonable extension to fulfill its obligations, and it may allocate its production to customers in a manner it deems equitable.
If the Buyer requests a delivery date postponement or is responsible for any delays, the Seller reserves the right to charge the Buyer for costs arising from financial expenses, storage, or compliance with payment terms, as specified in clause 6.
6. RETURN POLICY
Under EU rules, the Buyer has the right to return the Goods within 14 days without providing justification. The cooling-off period ends 14 days after the date of receipt of the products. To initiate a return, the Buyer must notify the Seller before the 14-day cooling-off period expires. Please note that return shipping costs are the responsibility of the Buyer. The Seller reserves the right to delay the refund until the goods are received.
7. STORAGE DEPOSIT
If the delivery term elapses without the Buyer taking possession of the Goods, the Seller reserves the right to retain the Goods in storage, either on its premises or at third-party locations, and bill the Buyer for associated costs and expenses, including any expenses for specialized packaging.
The deposit does not grant any entitlement to modify the warranty or payment terms established by the parties, which will remain effective from the initial delivery date.
8. WARRANTY – DISCLAIMER – COMPLAINTS
The Seller provides a warranty that the Goods strictly conform to the specifications outlined in the STCS.
As a professional user with specific technical and regulatory knowledge, the Buyer is responsible for supplying the Seller with all requisite information, both to ensure proper development of the specified specifications and to address the adaptation and/or end use of the Goods. The Buyer acknowledges that the Seller's compliance obligation is fulfilled if these specifications are met at the time of delivery.
These GTCS do not override any provisions delineated in the technical instruction handbook issued by the Seller.
Any technical guidance offered by the Seller, whether verbally or in writing, or through demonstrations, is provided in good faith but without any warranty or liability on the Seller's part.
The Seller's technical guidance does not release the Buyer from its obligation to test the Goods provided by the Seller to assess their suitability for the intended production and applications.
The Buyer assumes sole responsibility for the use and activation of the Goods. The Seller commits to repairing and replacing any defective Goods or components of the Goods due to non-conformity or manufacturing errors ("Warranty"), subject to the following limitations and stipulations:
(i) The Buyer agrees to engage a professional installer qualified in the field for the installation and activation of the Goods. The Buyer must strictly adhere to the technical documentation provided by the Seller, refrain from making modifications to the Goods, and take all appropriate precautions to prevent any potential risks. The Seller shall not be held liable for direct and/or indirect damage to goods and/or personal injury, or for defects resulting from the Buyer's negligence, improper use, or failure to comply with the instruction handbook.
(ii) Warranty does not apply to malfunctions arising from installation errors as specified in paragraph (i) above, intentional misconduct, lack of experience, negligence, or improper use by the Buyer, or as a result of environmental, electrical, chemical, or physical factors, unauthorized tampering, modifications without authorization, or any other circumstances not directly attributable to gross negligence or intentional misconduct on the Seller's part. This Warranty is not valid for Goods supplied without assembly/installation or if the assembly/installation does not adhere to the Seller's technical instructions.
(iii) This Warranty does not extend to parts or components susceptible to deterioration.
(iv) Any concealed defects identified upon delivery must be reported to the Seller immediately, and in any case, no later than 12 months after delivery, even if the item has not been put into operation. Upon receiving the Goods, the Buyer is responsible for inspecting the shipment to confirm the adequacy of each item, identify defects, or assess any damage. Within 8 days from receiving the shipment, the Buyer is required to provide written notice to the Seller concerning any shortages, visible defects, or damage that should have been observable by the Buyer.
(v) In the absence of notification following the provisions in paragraph (iii), the Goods delivered will be considered accepted by the Buyer, and any complaints regarding shortages, visible defects, or damages will be waived by the Buyer.
(vi) The notification of defects must be accompanied by supporting documents to substantiate the validity of the complaint.
(vii) If the Seller deems the Goods to be defective, it holds the exclusive responsibility to, at its sole discretion, either (i) replace or repair the defective components, (ii) reimburse the cost of the defective goods, or (iii) if the Buyer hasn't yet settled the payment, reduce the corresponding price or cancel the relevant order.
(viii) Replacements and repairs will be carried out at the Seller's premises or at third-party locations according to the Seller's discretion. All associated expenses will be solely charged to the Buyer. The Buyer is required to provide the necessary resources and personnel for the Seller's team. Replaced components remain the property of the Seller and must be returned to the Seller without incurring any cost. Transportation and any other activities under this Warranty will be at the Buyer's expense and risk. The Seller will not be liable for expenses related to operational downtime, loss of production, loss of revenue, or any other special or indirect losses or direct or indirect damages incurred by the Buyer or any other party.
(ix) The Seller will assume sole responsibility for damages directly attributable to its proven willful misconduct or gross negligence, with the Seller's liability in any case limited to 100% of the invoiced value of the defective or damaged Goods. Under no circumstances shall the Seller be held accountable for any accidents resulting from the circumstances described in paragraph (i) and/or (ii) above, or stemming from the Buyer's willful misconduct or negligence.
(x) The Seller will not be held liable for defects and/or non-conformities arising after the transfer of risk to the Buyer.
9. TRANSFER OF PROPERTY AND RETENTION OF TITLE
Goods become the property of the Buyer upon delivery to the Buyer or to the designated carrier. In the case of installment payments or deferred payment, ownership is transferred to the Buyer upon full payment, as outlined in articles 1523 and subsequent articles of the Civil Code. However, it's important to note that the risk associated with the Goods is transferred to the Buyer upon delivery.
Nevertheless, the Seller retains ownership of all Goods delivered to the Buyer until all outstanding amounts related to the contractual relationship with the Buyer have been settled. It's worth noting that even though the risk related to the Goods is transferred upon delivery, title remains with the Seller until full payment is made.
10. INTELLECTUAL PROPERTY RIGHTS
The Seller exclusively holds and is the legitimate licensee of all intellectual property related to the Goods, whether existing or created, designed, derived, or developed during installation and/or maintenance at the Buyer's premises, published, or acquired subsequently. This includes, but is not limited to:
(i) Designs, technical data, software, technology, and know-how.
(ii) Patents, patent applications, and patent rights.
(iii) Copyrights, copyright applications, copyright registrations, author's rights, author's rights applications, author's rights registrations, and any other rights related to authorship.
(iv) Trade secrets, confidential information, and other rights concerning intangible assets.
(v) Registered and unregistered trademarks.
(vi) Any other rights resembling those mentioned above.
(vii) Subdivisions, updates, renewals, re-issues, and extensions of the rights listed as of the date of this agreement and subsequently applied for, granted, or acquired ("Intellectual Property").
The Buyer acknowledges and agrees that nothing in these GTCS or the STCS can be construed to grant the Buyer any rights or participation, or to limit the intellectual property that shall exclusively belong to the Seller without exception. This means the Seller has full discretion and freedom to use this intellectual property, including in favor of third parties.
The Buyer is not permitted to copy, sell, reproduce images of the Goods, the trademark, or any of the Seller's distinctive marks without the prior consent of the Seller. The disassembly or reverse engineering of the Goods is also prohibited.
11. CYBERSECURITY – PHISHING
The Seller recommends and advises the Buyer to adopt the following measures to prevent potential harm resulting from cyber-security threats, including phishing attacks.
If the Buyer receives an email from the Seller that appears suspicious or unusual, the Buyer is urged to follow these guidelines:
(i) Refrain from clicking on any hyperlinks in the email.
(ii) Avoid downloading attached files, even if they appear to be standard Word, Excel, or PDF documents.
(iii) Under no circumstances should the Buyer reply to such emails by providing any form of information.
In the event the Buyer encounters a deceptive or unclear email, it is encouraged to promptly report it to the Seller, to enable the Seller to investigate and potentially resolve the issue through a specialized IT team.
Should the Buyer fail to adhere to the instructions and recommendations outlined herein, the Buyer explicitly waives any and all claims against the Seller. Furthermore, the Buyer acknowledges and accepts that the Seller will not be held responsible, either directly or indirectly, for any damage, claims, or losses arising from or connected to the use or engagement with content within any "suspicious" email linked to a phishing or cyber-security attack.
12. APPLICABLE LAW - EXCLUSIVE JURISDICTION
These General Terms and Conditions of Sale are subject to laws of the Republic of Estonia.
Any dispute arising from or in any way related to these General Terms and Conditions of Sale and the sales transactions they encompass will be exclusively under the jurisdiction of the courts of the Republic of Estonia.