GENERAL PURCHASE TERMS OF APECO GROUP OÜ

This document is published and available online at www.apeco.ee and, by agreement, also in hard copy.

1. Applicability of the terms
1.1. These Purchase Terms apply to all products and services supplied or provided to APECO by third parties (hereinafter Suppliers).
1.2. The Purchase Terms apply without exception. Terms and conditions by the Suppliers which are in conflict with the Purchase Terms shall not become part of the transactions, even if APECO does not object to them. Terms and conditions by the Suppliers only apply if APECO agrees to such terms and conditions in writing. The non-submission of an objection, payment for the product/service, or acceptance of the product/service does not constitute acceptance of the terms and conditions of the Suppliers.
1.3. The object of the contract, technical requirements and/or drawings, term of performance, price of contract, payment term, delivery terms, and warranty terms that exceed these Terms shall be agreed in writing or on the basis of an offer submitted by the Supplier.

2. Placing orders and invoicing
2.1. The placement of an order by APECO is performed either by e-mail or as a result of mutual negotiations with the Supplier. As a result of the negotiations, the Supplier submits an offer to APECO in a format reproducible in writing. The offer is binding on the Supplier from the moment it is sent to APECO.
2.2. An order is deemed as being confirmed by AEPCO if the offer submitted by the Supplier receives a clear note of confirmation in a format reproducible in writing. The confirmation of an order is deemed valid only if the confirmation has been given by APECO’s legal representative or a representative authorised in accordance with the applicable law.
2.3. APECO undertakes to pay the price of the contract as agreed in the offer and in accordance with the invoices issued by the Supplier. The price of the contract specified in the offer is binding. A price amendment is generally possible only in the event of a significant change in the volume of work or technical conditions and by mutual agreement between APECO and the Supplier, which must be presented in a format reproducible in writing.
2.4. A prepayment is only made if APECO has agreed to it in advance.
2.5. An offer submitted by the Supplier must include all the necessary costs for the delivery of the object of the contract.
2.6. The price of the contract specified in the offer includes all the risks of the Supplier (including cost increases for work and materials) and costs incurred by the Supplier, including but not limited to: costs for business trips related to the performance and management of works, communications services, equipment, technical drawing, reproduction, materials, insurance, taxes, state fees, safety measures, unforeseeable costs, as well as wage costs and profits.
2.7. The Supplier will invoice APECO after APECO has accepted the product/service and has no complaints against the Supplier. If APECO has not accepted the product/service, the invoice submitted by the Supplier will not become collectible until the defects of the product/service have been rectified and APECO has notified them about accepting the product in a format reproducible in writing.

3. Delivery
3.1. The product/service shall be delivered in accordance with the terms and conditions specified in the offer. The Supplier undertakes to deliver the product/service on time and with the agreed characteristics and without defects. APECO undertakes to immediately accept a product that has all the agreed characteristics and has no defects.
3.2. Upon delivery of the product/service, a written instrument of delivery and receipt is signed by the parties by which APECO confirms that it has received the product/service and the Supplier confirms that the product/service complies with the agreed conditions and has no defects. The signing of such an instrument shall not be deemed as APECO’s final acceptance of the product/service.
3.3. Upon delivery of the product/service, the Supplier also undertakes to hand over all documents and transfer all rights related to the product.
3.4. After the delivery of the product/service by the Supplier, the object of the contract shall be inspected by APECO. If defects are detected in the course of the inspection, a complaint will be filed with the Supplier within 7 business days from the date of delivery. If APECO does not file a complaint with the Supplier within 7 business days, the product/service is deemed to have been accepted by APECO. The 7-day term does not apply to hidden defects that cannot be detected during a visual inspection or a routine inspection of the same type of product/service.
3.5. If the inspection reveals that the product/service does not comply with the agreed conditions or there are defects, APECO shall also provide a brief description of the non-compliance in the complaint.
3.6. Upon delivery of the product, the risk of accidental destruction and damage shall be transferred as from delivery of the product to APECO and after the signing of the instrument of delivery and receipt. The ownership of the product will be transferred to APECO once APECO has finally accepted the product.

4. Quality and compliance with the contract
4.1. The Supplier shall ensure that the product/service complies with the agreed terms of the contract and other requirements and technical drawings submitted by APECO.
4.2. The product must comply with all the quality requirements and standards established for this product, as well as the rules established by the Republic of Estonia and the European Union.
4.3. In addition, the Supplier shall ensure that the product/service has the agreed characteristics and does not have any defects or deficiencies that may eliminate or reduce the value or suitability of the product/service as to its intended use. This applies equally to tangible defects and legal deficiencies.

5. Warranty
5.1. Generally, the Supplier grants a product/service a warranty of 24 months. The Supplier and APECO may agree to apply a shorter or longer warranty period by written agreement or the offer submitted by the Supplier. The warranty period is calculated from APECO’s final acceptance of the product/service.
5.2. The warranty covers the elimination on the part of the Supplier of manufacturing, material, or design defects that appear on the entire product or on its individual details during the warranty period. The Supplier is required to replace the defective product with a new one if repairing the product or its detail or replacing the detail is not possible.
5.3. APECO notifies the Supplier about any defects that have appeared during the warranty period within 10 business days of becoming aware of the defect.
5.4. If a product delivered by the Supplier has been used by APECO for a product manufactured for third parties and there is a defect in the supplied detail, APECO is exempted from claims for damages by third parties to that extent and the liability lies with the Supplier in proportion to the share of its supplied detail of the product in the total amount of the damage.
5.5. Upon the occurrence of the event described in clause 5.4, the Supplier has the right to inspect the product and make proposals for the elimination of the defects. Upon the occurrence of loss or damage, APECO will notify the Supplier immediately and without negotiations, will not make payments to third parties or recognise claims. If the Supplier refuses to acknowledge the claim and eliminate the defects, APECO has the right to compensate them for the damage or repair the product by itself and recover the costs incurred from the Supplier. If necessary, an independent expert examination of the product shall be conducted.
5.6. The warranty does not cover any defects that: 5.6.1. were caused by natural wear of the product; 5.6.2. were caused by external influences and strong force; 5.6.3. were caused by the non-intended use of the product; 5.6.4. were caused by improper or inadequate maintenance.
5.7. The warranty expires prematurely if the product has been modified or repaired without the prior permission of the Supplier.
5.8. A product or part thereof that has been replaced during the warranty period shall be given a new warranty by the manufacturer, the validity period of which is as long as the warranty period granted to the original product.

6. Liability of the parties
6.1. The Supplier and APECO are mutually liable for any type of damage incurred by one party as a result of the other party’s breach of obligations arising from law or the contract.
6.2. The Supplier and APECO are required to take all possible measures to minimise the damage as much as possible.
6.3. If a due payment is delayed, the Supplier has the right to charge APECO an interest for delay of zero point five per cent (0.5%) of the unpaid amount for each day of delay until the full payment of the payable amount.
6.4. If the Supplier does not deliver the product/service within the prescribed term, APECO has the right to demand a contractual penalty of zero point five per cent (0.5%) per day of the price of the undelivered product or part thereof, but no more than thirty per cent (30%) of the price of the undelivered product or part thereof.
6.5. If due to the delay of the Supplier, APECO is unable to deliver its own product to third parties and APECO suffers damage because of it, the Supplier is required to compensate APECO in full for such damage.
6.6. Payment of the contractual penalty does not exempt the parties from performing their contractual obligations.

7. Validity of the contract
7.1. These Terms shall enter into force upon acceptance of the Supplier’s offer by APECO and shall remain valid until all obligations arising therefrom are properly performed by the parties.
7.2. The contract may be amended or supplemented only by the written agreement of both parties. The parties do not have the right to request an amendment of the contract caused by a party’s breach of contract, including delayed performance of the contract.
7.3. APECO has the right to withdraw unilaterally from the contract if the Supplier fails to perform material obligations arising from the contract and does not rectify the breach within a reasonable period at the request of APECO.

8. Obligation to maintain confidentiality
8.1. The Supplier is required not to use, disclose or introduce to third parties any information (including drawings) provided to the Supplier by APECO as well as any related correspondence for any purpose other than the one described in the relevant contract, unless APECO has consented to it in writing.
8.2. The obligation to maintain confidentiality shall remain valid indefinitely after the end of the cooperation and extends to all of the Supplier’s employees, representatives, merged or related companies and their employees and all other persons who in the course of the cooperation have had access to the information provided by APECO.
8.3. If the Supplier violates the obligation to maintain confidentiality, APECO has the right to collect in full a contractual penalty in the amount determined by the court for these violations. APECO reserves the right to file larger claims for damages. In determining the amount of the contractual penalty, the importance of the information and the damage already caused or to be caused in the future shall be taken into account.

9. Final provisions
9.1. In all matters not regulated by these Terms, the parties shall adhere to the Law of Obligations Act and other applicable laws of the Republic of Estonia.
9.2. Disputes are primarily resolved through negotiations. If an agreement is not reached, the Harju County Court shall serve as the competent court.
9.3. The Supplier and APECO shall inform each other immediately of any changes to the contact data and other important changes that could prove significant to the cooperation. This also concerns changes in ownership and control relations within the respective companies that could prove significant in shaping cooperation in the future.
9.4. APECO undertakes to publish these Terms on its website. APECO refers to these Terms during the negotiations. The Supplier confirms that it has examined the Terms and has no objections against them.
9.5. If the provisions of these Purchase Terms are invalid in whole or in part or cannot be applied or utilised now or in the future, it does not affect the validity of the other provisions. Invalid or inapplicable provisions are replaced by appropriate regulations that are closest to what the parties wanted or would have wanted to achieve in economic terms when concluding the contract if they had thought about the provision as such.