These standard terms and conditions for sales contracts (hereinafter referred to as “standard terms”) of Forest Steel OÜ (hereinafter referred to as “Forest Steel” or “seller”) are an integral part of sales contracts (hereinafter referred to as “contract”) and/or quotations (hereinafter referred to as “quotation”) for goods, determining the mutual rights and obligations between Forest Steel as the seller and the buyer.
1. General Provisions
1.1. These standard terms apply to transactions where Forest Steel and the buyer have not agreed otherwise in writing in the contract or its appendices.
1.2. Unless otherwise stated in the contract, references to a specific point, subpoint, or annex are interpreted as references to the corresponding point, subpoint, or annex of these standard terms.
1.3. Headings in the standard terms are used for reference purposes only and are not considered in defining, interpreting, or limiting the provisions of the contract and the standard terms.
1.4. Where the context requires, words in the singular include the plural and vice versa.
1.5. Non-exercise or delayed enforcement of rights under the standard terms or the law does not constitute a waiver of such rights. The use of a right or rights arising from the standard terms or the law on a one-time or partial basis does not prevent the subsequent use of the same right or other rights.
1.6. The rights and obligations described in the contract, quotation, and standard terms are cumulative and do not exclude any rights or obligations provided by law or otherwise.
1.7. If any provision of the standard terms is partially or entirely invalid, illegal, or unenforceable, it does not affect the validity, legality, or enforceability of the remaining provisions of the standard terms. The acknowledgment of partial or complete invalidity, illegality, or unenforceability of one or more provisions of the standard terms, or the acknowledgment of the complete or partial invalidity, illegality, or unenforceability of such provision or provisions, does not affect in any way the validity, legality, or enforceability of the remaining provisions of the contract, quotation, or standard terms.
1.8. Each point of the standard terms is interpreted together with the relevant points of the standard terms, the contract, or the quotation, based on the meaning and purpose of the standard terms.
2. Subject of the Contract
2.1. Forest Steel sells and the buyer buys goods and services offered by Forest Steel according to the specifications confirmed in the contract or quotation and the conditions specified in the standard terms.
3. Selling the Goods Based on the Contract or Quotation and Delivery to the Buyer
3.1. The sale of goods to the buyer is based on a contract signed by Forest Steel’s authorized representative as one party and the buyer’s authorized representative as the other party, except as provided in point 3.2 of the standard terms.
3.2. Forest Steel may sell and the buyer may buy products and services without entering into a contract if the seller sends the buyer a written or digitally reproducible offer, taking into account the following:
3.2.1. The sales offer (offer) made by Forest Steel to the buyer is binding on both parties when the buyer has accepted it in writing or in a digitally reproducible form (acceptance). Changes or additions made by the buyer to the sales offer are binding on Forest Steel if accepted by Forest Steel in writing or in a digitally reproducible form. In this case, the modified/supplemented offer is considered binding on both parties, and the original offer is considered void.
3.2.2. Acceptance by the buyer gives consent to the purchase of the goods on the terms specified in the sales offer (hereinafter: confirmation).
3.2.3. To receive an offer, the buyer submits an order or inquiry to the seller, specifying in the order:
a) the name, specification, and quantity of the goods or services to be purchased;
b) the desired delivery conditions and delivery time of the goods or services;
c) special conditions set by the buyer, including packaging and transportation conditions, if any.
3.2.4. The offer must include the following conditions:
a) the date of preparing the offer (an offer sent by email is considered to be sent on the date of sending the email);
b) the name, specification, quantity, and price of the goods or services to be sold according to the offer;
c) the validity period of the offer (if not specified, the conditions in point 3.2.6 apply);
d) delivery conditions and deadlines for the goods or services to be sold according to the offer;
e) other special conditions imposed by the seller.
3.2.5. Depending on the type of goods or information provided by the buyer, Forest Steel sends the buyer an offer by email, mail, or through other communication channels commonly used in business transactions, stating that the offer must be accepted within a certain period.
3.2.6. If the buyer accepts the offer after the specified period or if the period is not specified, the offer is considered void.
3.3. If the buyer accepts the offer in writing or in a digitally reproducible form (confirmation), the contract is considered concluded at the moment the seller receives the confirmation.
3.4. Forest Steel is not obliged to deliver the goods or services to the buyer if the buyer does not pay the purchase price in accordance with the contract or if the buyer has not fulfilled its obligations arising from previous transactions with Forest Steel.
3.5. The seller is obliged to deliver the goods or services to the buyer according to the contract or the confirmation. If the contract or the confirmation does not specify the delivery time, the seller is obliged to deliver the goods or services to the buyer without undue delay, taking into account the circumstances of the transaction and the type of goods or services.
3.6. The buyer is obliged to accept the goods or services and pay the purchase price according to the contract. If the buyer does not fulfill its obligation to accept the goods or services or does not pay the purchase price, the seller may withdraw from the contract and claim damages from the buyer.
3.7. Forest Steel delivers the goods or services to the buyer at the place specified in the contract or the confirmation. If the place of delivery is not specified in the contract or the confirmation, the buyer is responsible for collecting the goods themselves.
3.8. The risk of accidental loss or damage to the goods passes to the buyer at the moment of handing over the goods or services to the buyer or, if the buyer is in default of acceptance, at the moment when the goods or services are at the disposal of the buyer.
3.9. The buyer is obliged to inspect the goods or services upon receipt and immediately notify Forest Steel of any visible defects, damage, or other deviations from the contract or the confirmation. If the buyer does not notify Forest Steel of visible defects, damage, or other deviations from the contract or the confirmation within 7 days of receipt, the goods or services are considered accepted and in accordance with the contract.
4. Prices and Payment Terms
4.1. The prices of goods and services are determined in the contract or the confirmation. If the contract or the confirmation does not specify the prices, the prices in force at the time of preparing the offer apply.
4.2. Prices are exclusive of value-added tax (VAT) and other taxes, duties, and charges, which are borne by the buyer.
4.3. The buyer is obliged to pay the purchase price for the goods or services within the period specified in the contract or the confirmation. The payment of the invoice is made by bank transfer in euros to the bank account specified by the seller. The invoice is considered paid when the specified amount in the invoice is received in the seller’s bank account.
4.4 In the payment order for the invoice, the buyer must include the buyer’s business name, the invoice number to be paid, and, if available, the buyer’s customer number and reference number.
4.5 In case of exceeding the invoice due date, the seller has the right to demand late payment interest of 0.15% (zero point fifteen percent) per day for each day of delay in payment until the invoice is fully paid.
4.6 If the buyer is late with the invoice payment for more than thirty (30) calendar days, the seller has the right to assign the claim against the buyer to a debt collection and collection agency or another interested party. In this case, the buyer agrees to bear all costs directly or indirectly related to the assignment of the claim.
4.7 If the buyer has exceeded the payment due date at least twice during the validity of the contract, the seller has the right to unilaterally terminate the contract without observing the notice period.
4.8 In a situation where the buyer does not make an advance payment for the goods to the seller, the seller has the right to demand the buyer to provide a bank guarantee. If the required bank guarantee is not provided or if it does not meet the conditions specified by the seller, the seller has the right to refuse the sale of the goods and terminate the contract without observing the notice period.
4.9 The buyer does not have the right to refuse payment of the invoice, either partially or in full, due to non-compliance with the terms of the contract. In case of non-compliance with the contract terms due to accidental loss or damage to the goods during the transfer to the buyer, the seller and the buyer shall separately agree on the compensation for such goods.
4.10 If the payment amount is insufficient to fulfill all obligations, the obligations shall be satisfied in the following order:
4.10.1. Expenses, including expenses for debt collection, including collection and procedural costs;
4.10.2. Compensation for damages;
4.10.3. Late payment interest;
4.10.4. Interest (installment or similar interest);
4.10.5. Principal debt.
5. Custom-Made Order Terms and Modifications
5.1 The term “Custom-Made Order” refers to any product or service that is specially designed, created, or tailored to meet the unique specifications, preferences, or requirements of the buyer, as outlined and confirmed in the offer or signed contract.
5.2 Upon the buyer’s confirmation and acceptance of the custom-made offer or signing of the contract, the buyer acknowledges and agrees to the specific details, design, and specifications outlined in the offer or contract.
5.3 The buyer is obligated to pay the confirmed price as outlined in the offer or contract for the custom-made order. This obligation remains binding, regardless of any subsequent modifications or changes requested by the buyer.
5.4 Should the buyer wish to make modifications to the original custom-made order after confirmation and acceptance, Forest Steel reserves the right to accommodate such requests. However, any modifications may be subject to additional fees, which will be communicated to the buyer prior to implementation.
5.5 In the event of modifications or changes requested by the buyer, Forest Steel reserves the right to charge additional fees based on the nature and extent of the modifications. The buyer will be informed of any additional fees before the modifications are carried out.
5.6 The buyer agrees to pay any additional fees associated with modifications promptly. Failure to pay these fees may result in delays in the production or delivery of the custom-made order.
5.7 The buyer is responsible for providing final approval for any modifications to the custom-made order. Once final approval is given, the buyer is bound by the updated specifications, and any further changes may be subject to additional fees.
6. Retention of Ownership
6.1. Forest Steel retains ownership of the goods until the buyer pays the full purchase price and all other amounts due under the contract.
7. Warranty and Liability for Defects
7.1. Forest Steel provides a warranty for the quality of the goods or services according to the conditions specified in the contract or the confirmation. If the contract or the confirmation does not specify the conditions for warranty, the statutory provisions apply.
7.2. The warranty period is 12 months from the date of delivery of the goods or services, unless the contract or the confirmation specifies a different warranty period.
7.3. The buyer is obliged to inspect the goods or services upon receipt and immediately notify Forest Steel of any defects. If the buyer does not notify Forest Steel of defects within 7 days of receipt, the goods or services are considered free from defects.
8.1. Forest Steel is liable for damages caused to the buyer only if Forest Steel has acted with intent or gross negligence.
8.2. The liability of Forest Steel for damages is limited to the amount of the purchase price.
8.3. Forest Steel is not liable for indirect or consequential damages, lost profits, or loss of production.
8.4. The limitations of liability in this point do not apply if Forest Steel has fraudulently concealed a defect or has assumed a guarantee for the quality of the goods or services.
9. Force Majeure
9.1. Neither party is liable for non-performance of its obligations under the contract if such non-performance is a result of force majeure. Force majeure means any unforeseen circumstances beyond the control of the parties that prevent the parties from fulfilling their obligations under the contract.
10.1. Either party has the right to terminate the contract by giving written notice to the other party if the other party breaches a material term of the contract and fails to remedy the breach within 30 days of receiving written notice of the breach.
11. Governing Law and Dispute Resolution
11.1. The contract and the standard terms are governed by and construed in accordance with the laws of Estonia.
11.2. Any disputes arising out of or in connection with the contract or the standard terms shall be finally settled by arbitration in accordance with the rules of the Estonian Chamber of Commerce and Industry. The place of arbitration shall be Tallinn, Estonia.
11.3. The language of the arbitration shall be Estonian.
12. Amendments and Supplements
12.1. Amendments and supplements to the contract and the standard terms are valid only if made in writing and signed by both parties.
13. Contractual Provisions and Terms
13.1. The contract, including its appendices, the standard terms, and the quotation constitute the entire agreement between the parties, and supersede all prior agreements, understandings, and representations, whether oral or written.
13.2. Any additional or conflicting terms proposed by the buyer in its order, acceptance, or other communication are expressly rejected by Forest Steel.
13.3. The contract may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
13.4. Notification of adding or removing authorized persons shall be communicated by the legal representative of the party or their authorized representative to the other party through a digitally signed notice. The powers of authorized representatives commence or terminate from the next business day following the dispatch of the respective notice.
14. Final Provisions
14.1. Communications between the parties shall be transmitted in simple written or digitally signed form, except for informational messages that may be presented in a form allowing written reproduction or by telephone, unless otherwise stipulated in the contract or standard terms.
14.2. Written form, as indicated in the contract and standard terms for notices, orders, claims, amendments, acceptances, etc., can always be replaced by a digitally signed form, provided it is sent to the email addresses of the parties specified in the contract.
14.3. The buyer may submit an order and the seller may provide an offer in a form allowing written reproduction via email, provided that such communication takes place through the email addresses of the authorized persons of both parties as fixed in the contract.
14.4. Notice is considered delivered upon receiving the signature. If sent through a postal service, it is considered delivered from the date indicated on the postal delivery notice.
14.5. Notices are sent to the postal address or email address provided by the parties in the contract.
14.6. In the event of a change in the data presented in the contract, the party whose data has changed is obligated to immediately inform the other party.
14.7. The contract and offer, excluding standard terms, and information transmitted by one party to the other in the course of performing the sales transaction based on the contract and offer are confidential. Both parties agree not to disclose or make it otherwise accessible to third parties without the prior written consent of the other party, except as provided for by the laws of the Republic of Estonia.
Violation of confidentiality does not include the disclosure of information to a business entity forming a group according to the Commercial Code, as well as to the party’s auditor, lawyer, or credit and financing institution, provided that they also adhere to confidentiality obligations. Violation of confidentiality does not include the disclosure of information to a third party to whom the seller assigns a claim against the buyer according to the procedure specified in the standard terms.