Delve2 - Terms and Conditions

Scope of application

1.1. This document (hereinafter - the General terms and conditions) is applicable to all agreements and other legal relationships which concern sale and delivery of screws, nuts, washers, fasteners, work gloves, technical aerosols, industrial paper and other fasteners (hereinafter any such products – the Products) distributed by SIA “DELVE2”, unified registration number 44103011884, legal address: Melluzu str. 17-2, Riga, Latvia, LV-1067 (hereinafter - the Supplier). Any clauses deviating from the General terms and conditions must be expressly agreed by the Supplier in writing. Unless a written agreement signed by the Supplier states otherwise, any terms and conditions deviating from the General terms and conditions are completely and expressly rejected (even if it is not expressly mentioned by the Supplier).

1.2. The General terms and conditions are deemed to be accepted by the person or entity, who has indicated an intention to buy the Products (hereinafter - the Customer) at the latest upon receipt of the Products, provided that the General terms and conditions are transmitted to the Customer and are not rejected by the Customer.

1.3. If the Customer has once entered into any legal relationship with the Supplier, to which the General terms and conditions apply, then it shall be considered that the General terms and conditions are applicable to all future legal relationships between the Customer and the Supplier (even if no further reference is made to them at the time when such legal relationships are established).
Offer and contract conclusion

2.1. Offer of the Supplier represents a non-binding invitation to buy the Products. Drawings, depictions, dimensions, weights or other performance data are not binding unless expressly agreed otherwise.

2.2. The offer of the Supplier can be changed or revoked by the Supplier, regardless of whether the offer of the Supplier includes a period for acceptance.

2.3. We can accept an order from Purchaser which is to be qualified as a legally binding offer for the conclusion of a purchasing contract within two weeks by sending an order confirmation or by rendering the ordered deliveries or services without qualification, with the choice being ours.

2.4. Our quotations are non-binding, unless we have expressly designated them as binding. Information about our goods (particularly technical data, dimensions, performance and consumption data as well as the descriptions in the respective product information or advertising materials, etc.) is only approximate and roughly representative, provided that usability for the contractually intended purpose does not require an exact match; this information does not guarantee the condition, unless this guarantee is made expressly and in writing.

2.5. We retain our property right, copyright and other protective rights on all figures, calculations, drawings and other documents. Purchaser may only share with third parties, make public, use, allow a third party to use or disseminate these materials to third parties, as such or in their content, with our written consent, regardless of whether we have designated these materials as confidential.

2.6. Information about current warehouse inventory is available only by demand from customer. It is always non-binding. If inventory is communicated to the customer, this is considered inventory that is specifically reserved for customer or volume groups and does not need to be identical to the actual inventory.

2.7. Order of the Customer is binding and irrevocable. The Supplier may accept the order of the Customer within two weeks after receiving. A contract of sale and delivery of a particular batch of the Products enters into force when the Supplier issues in writing an order acknowledgement or an invoice.
Prices of Products and payment terms

3.1. Unless expressly agreed otherwise, the prices and the terms of delivery of the Products are quoted as Delivered at place (DAP) under Incoterms (R) 2010. Incoterms rules mentioned in relations of the Supplier and the Customer deemed to be amended by the General terms and conditions even if it is not expressly mentioned.

3.2. The prices of the Products are quoted excluding transport, customs, import, applicable value added tax, other taxes and additional costs unless expressly agreed otherwise. Packaging of the Products is made at the sole discretion of the Supplier and is included in the price of the Products unless expressly stated by the Supplier otherwise.

3.3. The payment term of the invoice of the Supplier is due on the date of issue of the invoice unless expressly agreed otherwise.

3.4. The Customer pays for the Products in Euros unless expressly agreed otherwise.

3.5. The prices of the Products are established on the basis of current currency exchange rate of the local currency (in the Supplier’s country and the Customer’s country) against the Euro. If the value of local currency (in the Supplier’s country or the Customer’s country) changes against the Euro before the day of the payment, the Supplier may unilaterally increase the price recorded in the invoice by sending to the Customer an adjustment invoice based on the respective actual exchange rate of the local currency against the Euro.

3.6. The Supplier may notify increase of the price of the Products until the agreed moment of delivery. The Supplier may unilaterally cancel delivery, if increase of the price of the Products is not accepted by the Customer.

3.7. If the Customer defaults the term of payment of any invoice of the Supplier or the Supplier acquires any information that allows the Supplier to reasonably doubt the solvency of the Customer or the credit ratings granted to the Customer, then the Supplier may unilaterally: (1) Terminate rebates, discounts, bonuses, freight refunds and other similar benefits available to the Customer; and (2) Withhold payments to the Customer; and (3) Terminate or suspend sale and delivery transactions; and (4) Demand from the Customer an immediate full payment for all the Products delivered to the Customer regardless of the payment term defined in the invoice; and (5) Demand to return or repossess any Products owned by the Supplier at the expense of the Customer.

3.8. The Customer pays to the Supplier a default interest on the defaulted amount at rate of 0,5% of the defaulted amount per each day of default.

3.9. At discretion of the Supplier payments made by the Customer serve first to settle all interest and costs owed, and secondly to settle invoices that are due and payable and have been outstanding for the longest length of time, even if the Customer states that payment relates to a more recent invoice.

3.10. The Supplier may at any time unilaterally reduce or cancel the credit limit available to the Customer if, in the judgment of the Supplier, the financial situation of the Customer does not justify availability of such credit limit.

3.11. The Customer may not offset, reduce or withhold any payments against the Supplier without a prior express written approval of the Supplier or an undisputable decision of the court.
Terms of delivery

4.1. The Supplier shall make commercially reasonable efforts to comply with the agreed delivery date. A delay of delivery of the Products to the Customer within two weeks is allowed. If delay of delivery of the Products to the Customer exceeds two weeks, then the Customer may specify a reasonable subsequent delivery date. If delay of delivery of the Products to the Customer exceeds two weeks after the subsequent delivery date set by the Customer, then the Customer may terminate the contract for delivery of the delayed batch of the Products by submitting a written notice to the Supplier.

4.2. Partial deliveries of the Products are allowed unless expressly agreed otherwise.

4.3. If the date of delivery is delayed due to any reason other than breach of obligations undertaken by the Supplier, then the Customer is liable for all costs, expenses and damages related to storage, depreciation of quality, price and value of the Products, and the risk of the coincidental loss and damages to the Products is transferred to the Customer when the Products are ready to be delivered to the Customer according to the notice of the Supplier.
Warranty

5.1. Unless otherwise is expressly agreed or defined under imperative applicable normative regulations, the warranty period for the Products is six months from the moment of transfer of risk.

5.2. The Customer undertakes to properly inspect the Products upon receipt and immediately notify in writing the Supplier about any discovered defects, shortages and mismatches.

5.3. The Customer notifies the Supplier in writing about the hidden defects of the Products (defects that may not be discovered by proper inspection upon receiving) upon discovery of such hidden defects.

5.4. The Products with defects should be available for inspection within 30 (thirty) days after receiving of the complaint by the Supplier.

5.5. The Customer may not return the Products without a prior express approval of the Supplier. If defects, shortages or mismatches are acknowledged by the Supplier, then the Supplier replaces the defective Products or reduces the price of the defective Products by a reasonable amount, whichever is considered most commercially reasonable at discretion of the Supplier.

5.6. No other warranty obligation regarding the quality of the Products is undertaken by the Supplier unless otherwise is expressly defined under the applicable imperative statutory regulations.
Retention of title and passing of risk

6.1. Regardless of the applicable Incoterms® 2020 Rules, the risk of the coincidental loss and damages to the Products is transferred to the Customer upon delivery which now is at the buyer’s premises. The Supplier has no obligation to the Customer to insure for its risk.

6.2. The Products remain the sole property of the Supplier until receipt of the full payment of the amount invoiced for the Products plus (if applicable) the default interest and other costs.

6.3. In case of a delayed payment, the Supplier is entitled to take back the delivered goods upon prior notification to the Customer and the Customer has an obligation to return the delivered goods to the Supplier.

6.4. The Customer must bear all risks of Goods loss, damage or deterioration of the goods from the time they have been placed at the Buyer’s disposal according with Incoterms and/or this contract. If the Customer refuses to accept the delivered goods, all risks of loss, damage or deterioration passes to the Customer from the moment of refusal to accept the delivered goods.

6.5. The Customer may not encumber the Products owned by the Supplier with any obligations to third parties. The Customer indemnifies and holds harmless the Supplier against any claims of the third parties to the Products owned by the Supplier.

6.6. The Customer authorizes the Supplier to carry out inspections of the Products owned by the Supplier and documents related to the Products owned by the Supplier at all sites of the Customer at any time.

6.7. The Customer shall have no rights to any intellectual property owned by the Supplier or licensed to the Supplier. All samples, marketing materials and other items related to the Products remain the property of the Supplier and may not be copied, reproduced or altered without prior written consent of the Supplier.

6.8. The Customer may not obliterate, remove or obscure any trade mark, instruction or warning applied to the Products.

6.9. All information disclosed by the Supplier to the Customer is confidential and remains property of the Supplier. The Customer may not disclose the confidential information to third persons unless otherwise is expressly defined under the applicable imperative statutory regulations.
Limitation of Liability

7.1. The Supplier is not liable for any failure to perform undertaken obligations due to circumstances beyond the control of the Supplier (force majeure) such as war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, interruption or failure of electricity, impossibility to obtain supplies and means of transport, operational breakdowns, fire and other disasters.

7.2. The Supplier is released from liability for damages except for the direct typically occurring damages that are both: foreseeable at the moment of issue of the order acknowledgement or the invoice; and caused by the intentional fault or the gross negligence. As far as legally possible the Supplier is not liable for minor negligence, non-direct damages, consequential damages, pecuniary damages and damages relating to third-party claims.

7.3. The applicable imperative product liability obligations and other imperative obligations are not affected by the aforementioned limitation. The Customer, which re-sells the products assumes sole responsibility for the third-party claims under the product liability regulations. The Customer expressly indemnifies the Supplier from the third-party claims under the product liability regulations.
Miscellaneous

8.1. All contractual and non-contractual relationships of the Supplier and the Customer are governed by the law of the Republic of Latvia. The place of performance of all contractual obligations is Melluzu str. 17-2, LV-1067, Republic of Latvia.

8.2. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof shall be settled in the Latvian Chamber of Commerce and Industry Court of Arbitration in Riga in accordance with its Rules of Arbitration.

8.3. According to the applicable normative regulations the Supplier may store and process all personal data received from the Customer. The Supplier may disclose the personal data of the Customer to affiliates of the Supplier. The Supplier may disclose the personal data of the Customer to third persons in amount necessary to secure, insure or enforce fulfilment of the obligations of the Customer under the General terms and conditions or any other agreement of the Supplier and the Customer.

8.4. If any of the terms of the agreement of the Customer and the Supplier becomes invalid, unlawful or unenforceable, other terms shall remain in force, and the Customer and the Supplier shall replace the invalid, unlawful or unenforceable terms with as closest as possible similar terms that are valid, lawful and enforceable.