GENERAL TERMS AND CONDITIONS OF SALE

Valid since 1st of June 2024

1. Sales contract, contract objective and terms

1.1. These General Terms & Conditions of Sale (hereinafter referred to as the GTCS) determine the conditions of sale and delivery of products produced by Dagöplast AS (hereinafter referred to as the Seller) to the buyer (hereinafter referred to as the Buyer) and the features of these products, and they regulate the rights and obligations of the Seller and the Buyer regarding the legal relationship.
In the GTCS, the Buyer and the Seller will be referred to separately as “Party” or together as “Parties”.

1.2. The GTCS is an integral appendix to the sales contract (hereinafter referred to as the Sales Contract) concluded between the Seller and the Buyer. The Sales Contract is concluded either as a separate written document or in a form that enables written reproduction by concluding an agreement or by exchanging a price quote, order and order confirmation between the Parties. If the Buyer submits either a repeat order or an order without receiving a prior price quotation from the Seller, the Sales Contract is deemed to have been concluded by the exchange of the order and order confirmation.

1.3. The Sales Contract specifies the tangible property (hereinafter referred to as the Products) sold by the Seller to the Buyer as well as its features, price, delivery terms and deadlines, and other important conditions.

1.4. In case of a conflict between the GTCS and the Sales Contract, the terms and conditions agreed upon in the Sales Contract shall apply.

2. Purchase process

2.1. In order to receive a price quote for the Products, the Buyer submits a free-form request (by e-mail) with the exact parameters of the Products (quantity, dimensions, material, etc.) to the Seller’s e-mail address order@dagoplast.ee or to the personal e-mail address of a customer support representative. The Buyer’s request is considered received when the Buyer is sent a respective confirmation of receipt of the request, which is not yet considered an order confirmation.

2.2. When the Buyer orders products, the order confirmation shall be dispatched to the Buyer within 3 (three) working days from the receipt of the order, on condition that the Buyer has simultaneously sent all the necessary approvals, including the printing plate, cardboard box, paper band or any other necessary details to the Seller.

2.3. If the Buyer wishes to order an individualised print on products, customised packaging, paper band or other unique detail, the Buyer is obliged to confirm the design of it latest two (2) weeks before the order production start.

2.4. In case of a delay in approval or confirmation by the deadline indicated in clauses 2.2 and 2.3 of the Sales Contract from the Buyer’s side, the order confirmation or fulfilment of the order is postponed by the Seller by the corresponding period of time, or by a longer period if the Seller, due to the later receipt of approval or confirmation by the Buyer, is not able to send order confirmation to the Buyer within the above-mentioned deadline or fulfil and deliver the order accordingly, including for reasons that depend on the Seller’s supplier.

2.5. After receiving a request, the Seller makes the Buyer a price offer, which is valid for 14 (fourteen) calendar days from the date of sending it to the Buyer. During the 14 (fourteen) calendar days, the Buyer can place one or more orders. The Sales Contract is deemed concluded on the moment the Seller sends an order confirmation to the Buyer.

2.6. When the Seller has confirmed the Buyer’s order, it becomes binding for the Parties and the Buyer does not have the right to cancel, suspend or change the order unilaterally. The Seller may, at its sole discretion, agree to cancellation, suspension or modification and provide additional conditions or requirements related thereto. In case of cancellation, suspension or modification of the order, the Buyer undertakes to compensate the Seller for all costs and other damages incurred due to the cancellation, suspension, or modification of the order.

3. Product quantities, features, and tolerances

3.1. A deviation of +/- 10% (ten percent) from the quantity of the ordered Products shall be deemed in compliance with the contract terms.

3.2. Unless the Parties have explicitly agreed otherwise, the tolerances stated below in this section shall apply when assessing the conformity of the Products with the contractual requirements.

3.2.1. Tolerances of products made of virgin polyethylene:
Width ± 1.5%
Length ± 1.5%
Thickness ± 5%
Weight ± 5%
3.2.2. Tolerances of products made of recycled polyethylene:
Width ± 2.5%
Length ± 2.5%
Thickness ± 15%
Weight ± 10%
3.2.3. Tolerances of products made of biodegradable materials:
Width ± 3%
Length ± 3%
Thickness ± 15%
Weight ± 10%

3.3. If the Parties have additionally agreed on the printing colour of the Products, the Seller cannot, as a rule, guarantee 100% (one hundred percent) conformity of the printing colour with the agreed printing colour or shade, as the final printing colour is affected by several production and other parameters that are not dependent on the Seller and the production process. In addition, the placement of the print on the film may vary according to the production technology used. Possible variations are described and agreed with the Buyer for each Product separately. The Buyer understands the above and confirms that the absence of 100% (one hundred percent) conformity of the agreed printing ink or colour shade cannot be considered a defect of the Products.

3.4. In addition to what is pointed out in the previous paragraph, the Parties may also agree on other deviations in the quantities or features of the Products in the Sales Contract, in which case the Products are deemed to comply with the terms of the contract.

4. Selling Price and Payment Terms

4.1. The selling price of the Products is determined after receipt of the order and is agreed between the Parties separately for each order. The selling price is pointed out on the order confirmation.

4.2. The selling price is calculated based on the amount, weight, quantity and/or other features of the Products.

4.3. The Seller has a right to change the selling price of the Products unilaterally at any time, except after confirming the Buyer’s respective order.

4.4. After a sales order has been confirmed, the Seller only has the right to change the selling price in the event of significant changes in production costs, input prices (i.e. the prices of raw materials and/or accessories used for the product), applicable national fees or taxes or exchange rates, unless the Parties have agreed otherwise in writing. The Parties have agreed that a “significant change” within the meaning of these GTCS is a change of more than 10% (ten percent).

4.5. The Buyer shall pay the selling price to the Seller within 30 (thirty) calendar days from the delivery of the Products according to the invoice(s) issued by the Seller, unless the Parties have agreed otherwise.

4.6. The Buyer undertakes to pay the selling price for the Products to the Seller in full before ownership of the Products is delivered to the Buyer. Therefore, until the selling price for the Products is paid in full, the Products are the property of the Seller, even though the risk of accidental destruction and damage to the Products may be transferred to the Buyer earlier.

4.7. The Seller has the right to take an advance payment from the Buyer, either partially or in full, and refuse to deliver the Products to the Buyer until the corresponding advance payment has been received in full on the Seller’s current account. If the advance payment is not received on time, the Seller has the right to unilaterally and immediately withdraw from the Sales Contract. In case of customer-specific Products, the Seller has the right to request a full advance payment before the start of production, and the paid advance payment is non-refundable. If the advance payment is delayed, the execution and delivery of the order shall be postponed either by a respective time or by a longer period if the Seller is not able to plan the production and delivery accordingly due to the later receipt of the advance payment.

4.8. The selling prices stated in the quotation made by the Seller to the Buyer do not include VAT, customs duties or any other applicable taxes, unless the Parties have agreed otherwise in writing.

5. Delivery of Products

5.1. The Seller delivers the Products to the Buyer within the time that is agreed separately in the Sales Contract between the Parties or specified in the order confirmation. If there is no agreement between the Parties regarding the delivery time, the Seller undertakes to deliver the Products to the Buyer within a reasonable time from the issuance of the order confirmation.

5.2. The Products are, as a rule, delivered to the Buyer at the agreed time. The Seller has the right to deliver the Products to the Buyer earlier than agreed. In this case, the buyer does not have the right to unreasonably refuse to receive the Products. If the Buyer asks the Seller to deliver the Products later than agreed, the Buyer undertakes to bear all related costs.

5.3. If the Buyer wishes that the Seller would fulfil the order in several batches with different deadlines, the Buyer is obliged to send the Seller an explicit request to that effect before concluding the Sales Contract, which must include the exact quantities and other features of each delivery and dates in the form of a detailed schedule. The Seller must have expressed consent to the Buyer for such fulfilment; otherwise, the Seller is not obliged to fulfil the order in several batches.

5.4. Unless otherwise specified in the Sales Contract or on the order confirmation, the Incoterms 2020 FCA delivery terms shall apply to the delivery of the Products to the Buyer.

5.5. The costs of delivery are paid either by the Seller or by the Buyer according to the price offer and/or order confirmation.

5.6. If the Parties have agreed that the Seller will deliver the Products to a specified destination, the Seller has in its sole discretion the right to decide on the packaging, mode of transport and transport route when sending the Products.

5.7. If the Buyer has given the Seller incorrect or inaccurate information concerning the place of delivery of the Products, the Buyer undertakes to bear all the related costs and to compensate the Seller for any other damage caused.

5.8. If the Buyer does not cooperate with the Seller in confirming the delivery address or informs the Seller that the Buyer refuses to accept the Products without a valid reason, the Seller has the right to deliver the Products to the Buyer without the Buyer’s consent and/or cooperation. In this case, the Seller has the right to deliver the Products to the registration address of the Buyer or to the delivery address that the Buyer has previously given to the Seller, and the Products are deemed to have been delivered by the Seller to the Buyer accordingly.

5.9. If the Buyer has requested delivery of the Products to an unmanned warehouse, the Seller will transport and leave the Products at the agreed destination without the presence of the Buyer. The Products are deemed to have been delivered to the Buyer from the moment the Seller has left the Products at the location of the unmanned warehouse.

5.10. If the Buyer refuses to accept the Products either on the Seller’s attempt to deliver the Products or explicitly refuses to accept the Products in advance via e-mail, the Products are deemed to have been properly delivered to the Buyer, and the Seller has the right to demand full payment of the selling price from the Buyer, as well as compensation for the costs of transporting the Products back to the Seller’s possession and storage fee.

5.11. If the Parties have agreed to hand the Products over at the Seller’s location, the Seller will make the Products available to the Buyer and inform the Buyer thereof. In the case specified in this clause of the GTCS, the obligation to hand over the Products to the Buyer is deemed fulfilled from the moment the Seller has made the Products ready for handing over to the Buyer and has informed the Buyer accordingly.

5.12. If the Seller has handed the Products over to a carrier who is obliged to transport the Products from the place of shipment to the Buyer, and has informed the Buyer about this, the Seller’s obligation to hand over the Products to the Buyer is deemed fulfilled.

5.13. The risk of accidental destruction and damage to the Products is deemed to have passed to the Buyer from the moment the Seller has fulfilled the obligation of handing over the Products.

5.14. The risk of accidental destruction and damage to the Products also transfers to the Buyer at the time when the Buyer is delayed in performing the action with which he must contribute to the delivery of the Products himself, especially if the Buyer does not accept the Products.

5.15. The Buyer is also obliged to pay the full selling price to the Seller if the Products are accidentally destroyed or damaged after the risk of accidental destruction and damage of the Products has been transferred to the Buyer.

5.16. The Seller is not obliged to conclude a freight insurance contract. If the Buyer wishes to conclude a freight insurance contract, the Seller is obliged to provide the Buyer with all the available information necessary to conclude such a contract.

5.17. If any documents necessary for receipt, possession and use of the Products belong to the Products, the Seller will hand them over to the Buyer at the place of delivery of the Products together with the Products.

5.18. If the Seller becomes aware of circumstances that lead to or may lead to a delay in the delivery of the Products, the Seller informs the Buyer about the late delivery or the risk thereof by e-mail. The Seller informs the Buyer about the new delivery time at the earliest possible opportunity.

5.19. If the late delivery of the Products is caused by a circumstance beyond the control of the Seller, including a long-term power outage, unforeseen breakdowns of the Seller’s machines and equipment, that prevent the normal functioning of the machines and equipment, and the repair of which takes longer than 1 (one) week, problems with the transportation of the Products, road closures, interruptions of normal land- or ship traffic (including disruption of the ferry connection between Hiiumaa and the mainland either due to strong winds or other circumstances), delays caused by the customs process, or any unforeseen delay resulting from any contractual relationship of the Seller or the Seller’s contractual partner that is an important obstacle for the execution of the Sales Contract, the Buyer does not have the right to refuse to accept the Products, withdraw from the Sales Contract or demand compensation from the Seller.
The parties have agreed and clearly understand that in the cases listed above, the Seller is not responsible for the non-timely delivery of the Products.

6. Claim procedure

6.1. Upon receipt of the Products, the Buyer is obliged to inspect the Products immediately and in case of any defects (including non-conformities, incorrect Products, deviations from the agreed features and/or quantities of the Products) to file a written claim to the Seller immediately, but no later than within 15 (fifteen) calendar days of becoming aware of the defects or the time when the Buyer should have become aware of the defects.
In the claim letter, the buyer must describe the defects of the Products in detail. In addition, the Buyer undertakes to attach a copy of the box label, pallet label and respective bill of lading to the claim letter that was signed by the carrier at the place of unloading of the Products, in which the non-fulfilment of the obligation is described.
6.2. The Seller shall evaluate the claim letter and send the Buyer its opinion on it within a reasonable time, but no later than 7 (seven) calendar days after receipt of the claim.

6.3. If the Buyer notices or should have noticed mechanical damage on the packaging of the Products upon receipt of the Products, the Buyer is obliged to check immediately the condition of the Products and, in the case of damage, make a written report about it, which the Buyer undertakes to sign on the spot together with the representative of the carrier.

7. Liability of Parties

7.1. The Seller is responsible for ensuring that the Products sold and delivered to the Buyer meet the quantities and features and other important contractual conditions agreed between the Parties.

7.2. The Seller is only responsible for direct material damage caused to the Buyer by breach of contract through the Seller’s wrongful actions. The Seller’s liability for the Buyer’s lost income or purely economic loss is excluded.

7.3. The Seller’s material liability is always limited to the selling price paid to the Seller for the Products based on the related Sales Contract.

7.4. The Seller is responsible for non-conformity of the Products if the non-conformity existed at the time of transfer of the risk of accidental destruction and damage to the Buyer, even if this non-conformity appears later.

7.5. The Seller is not responsible for non-conformity Products if the Buyer knew or should have known about the non-conformity of the Products with the contractual conditions when concluding the Sales Contract.

7.6. The Seller shall not be liable for a delay in delivery of the Products or for the resulting damages caused by Force Majeure.

7.7. If the Products delivered to the Buyer are incorrect or have defects due to a manufacturing error, or if deviations in the dimensions, quantities or other important features of the Products exceed the agreed tolerances (as stated in Clause 3 of the GTCS), the Seller has the right to choose whether the Seller will send the Buyer replacements that meet the contracted conditions instead of the defective Products, or to issue a credit note to the Buyer for the specific Products that had defects or were related to insufficient quantity, dimensions or other important features that did not comply with the contracted conditions.

7.8. If the Buyer submits a claim about Product defects to the Seller, the Buyer undertakes to return all the Products with alleged defects to the Seller within 3 (three) calendar months. Otherwise, the Buyer’s corresponding claim cannot be considered proven, and the Buyer loses the right to submit any claims against the Seller on that basis. The Buyer has the right to demand compensation for reasonable transport costs related to the return of the Products from the Seller if the Products are found to have the defects described by the Buyer.

7.9. If the Buyer delays paying the selling price for the Products by the agreed due date, the Seller has a right to demand the payment of interest on the delayed amount for each calendar day of the delay at the rate of three times the statutory interest on delay (i.e. stipulated in § 113 subsection 1 of the Estonian Tax Code) from the Buyer. In addition to the fine for delay, the Seller has the right to demand compensation from the Buyer for the damage caused by the non-payment of the selling price for the Products by the agreed due date, if the amount of the damage caused exceeds the applicable fine for delay.

7.10. The Buyer describes the specific purpose of usage of each Product to the Seller in sufficient detail when sending the order, in a form that allows retransmission in writing (e.g. by e-mail). When making a price offer, the Seller may, for certain Products, introduce the purpose of usage of the specific Product included in the price offer, or it may be described either on the Seller’s website www.dagoplast.ee or in other publicly available information channels or materials, except in case use of the Product is understandable without it (for example, a bag). The Seller is not responsible for any damages caused to the Buyer or to third parties due to the unintended use of the Products.

7.11. If the Buyer has delivered, sent or otherwise transmitted or made available to the Seller its own input/material for printing on the ordered Products, which may be either (i) in the format of a print file or (ii) as other input/material (for example, a photo, graphic design), which is used by the Seller for the creation of a personalised print file for the Buyer, which is protected by third party(ies) personal or property copyrights, trademark owner’s exclusive rights or any other intellectual property, and for the use of which in such a way (i.e. reproduction of the input/material for printing on the Products or the packaging of the Products or for any other similar use) the Buyer actually has no legal basis for, then the Buyer undertakes to fully release the Seller from any liability towards third party(ies) whose personal or proprietary copyrights, trademark owner’s rights, or any other intellectual property was or may be damaged by printing such input/material reproduction on the Products.
The Buyer is obliged to reimburse the Seller the possible legal costs, which may incur in connection with legal disputes with third party(ies) under the circumstances described above.

8. Intellectual property

8.1. The Products for sale are generally marked with a trademark or trademarks, which are either registered to the Seller or which the Seller has the right to use on a legal basis.

8.2. The Buyer understands and confirms that the Buyer does not acquire any rights for any trademark or any other intellectual property based on the Sales Contract or these GTCS.

8.3. The Buyer undertakes not to violate the trademark owner’s rights or any other intellectual property rights owned by the Seller or third parties. It is prohibited to remove trademarks from the Products.

9. Force Majeure

9.1. The Parties are exempted from liability for partial or complete non-fulfilment of the Sales Contract, if the non-fulfilment or partial fulfilment of the Sales Contract is caused by some Force Majeure circumstance that arose after the conclusion of the Sales Contract and by an extraordinary event, which the Parties could not foresee, reasonably avoid or overcome.

9.2. The parties understand “Force Majeure” primarily as a natural disaster, war, bank moratorium and other similar unforeseen events. The Parties also consider strikes related to the Seller or the Seller’s subcontractors as Force Majeure.

9.3. The Party that refers to Force Majeure must immediately inform the other Party about this by sending a written notice.

9.4. The occurrence of Force Majeure must be proven by the Party that wishes to rely on the Force Majeure circumstance as a basis to be exempted from the liability stipulated in the Sales Contract or arising from legislation for non-fulfilment or improper fulfilment of the obligations agreed in the Sales Contract.

9.5. The Party is obliged to implement reasonable and necessary measures to prevent damage to the other Party and to ensure fulfilment of the Sales Contract to the greatest extent possible, despite the occurrence of Force Majeure.

9.6. A dispute, whether it is a matter of Force Majeure or not, will be resolved in court.

10. Validity and termination of Sales Contract

10.1. The Sales Contract comes into force at the time agreed in the Sales Contract and is valid during the agreed period.

10.2. If a dispute has arisen between the Parties regarding a significant breach of the Sales Contract and/or withdrawal from the Sales Contract, the Seller has the right to suspend the execution of the Buyer’s order and/or delivery of the Products to the Buyer until the dispute is fully resolved, and the delay in execution of the order is not considered a breach of the Sales Contract by the Seller.

10.3. The Parties have agreed that the Seller has the right to withdraw from the Sales Contract if there is a material cause for so doing. The Seller has the right to withdraw from the Sales Contract immediately, if a bankruptcy has been filed against the Buyer or bankruptcy proceedings have been initiated, or there are other circumstances that can reasonably be expected to cause payment difficulties to the Buyer.

10.4. If the Sales Contract is terminated for reasons arising from the Buyer, the Buyer undertakes to compensate the Seller for all material damage resulting from such termination of the Sales Contract.

10.5. Either Party may withdraw from the Sales Contract if, due to Force Majeure, the performance of the Sales Contract is prevented for longer than 4 (four) calendar months.

11. Notifications

11.1. Notifications related to the Sales Contract are sent by one Party to the other Party to the address or e-mail address specified in the Sales Contract or on the order confirmation. A Party is obliged to inform the other Party immediately of a change in its address and/or e-mail address.

11.2. In the interests of efficiency, informational notifications are transmitted either by phone or e-mail, except in cases where a written form is prescribed for a specific notification in the Sales Contract or GTCS.

11.3. Both the statement of withdrawal from the Sales Contract and any material or non-material claims of one Party to the other Party, which is submitted because of an alleged violation of the Sales Contract or the GTCS by the other Party, must be in written form.

12. Other conditions

12.1. These GTCS are made available on the Seller’s website.

12.2. The Seller has the right to change the GTCS at any time by publishing a new version of the GTCS on the Seller’s website or by making the GTCS known or available to the Buyer in another way.

12.3. Estonian law is applied to the GTCS and the Sales Contract.

12.4. Disagreements, conflicts and disputes related to the GTCS and the Sales Contract shall be resolved by the Parties through mutual negotiations. If disagreements or disputes cannot be resolved through negotiations between the Parties, they will be resolved in Harju County Court in accordance with the current legislation of the Republic of Estonia.

12.5. Product samples are made in accordance with an additional agreement concluded with the Buyer.

12.6. The Seller will keep customer-specific printing plates and packaging for 18 (eighteen) calendar months from the last production of relevant Products for the Buyer. If the printing plate and packaging have not been used within this period, the Seller has the right to destroy the printing plate and/or packaging. If the Seller becomes aware that the Buyer wishes to acquire the printing plate and/or packaging after the time has passed and this is possible, the Seller will allow it. Delivery and any other costs for the delivery of the printing plate and/or packaging to the Buyer shall be covered in this case by the Buyer. The Buyer also undertakes to compensate the Seller for the residual value of the packaging. The Buyer undertakes to acquire customer-specific paper bands, cardboard boxes and printing inks from the Seller for a fee at their market value if the corresponding order has not been produced within 18 (eighteen) months.