Market Terms & Conditions
TERMS AND CONDITIONS FOR REPLACE OÜ
Replace OÜ, registry code 12703942, address Vabriku tn 2, Vahi alevik, Tartu vald, Tartu maakond, 60534, Estonia (hereinafter: us or we) is the owner of the Replace business-to-business online store (market.replace.tech; hereinafter: B2B Market).
1. Essence of the B2B Market and General Terms
1.1. The B2B Market is an online store created and administered by us where we sell electronic devices and equipment (hereinafter: Goods) to business customers (hereinafter: you; we and you hereinafter also referred together: Parties).
1.2. These terms and conditions (hereinafter: Terms and Conditions) apply to all sales between the Parties, regardless of whether purchase is done via the B2B Market or otherwise (e.g. by e-mail). You are aware that even if Goods are purchased by other means than B2B Market, all relevant information about the Goods, including information about their quality and terms of sale, is provided on the B2B Market.
1.3. When purchasing Goods, you have read and agree with the Terms and Conditions. Parties may agree to different terms than those stated in the Terms and Conditions in writing.
1.4. We have the right to amend the Terms and Conditions unilaterally. In this case you will be notified of such amendments via the B2B Market or via e-mail.
1.5. Goods are only sold to legal persons, any legislation regarding consumers is not applicable to the legal relations between the Parties.
2. Registering a User Account
2.1. In order to gain access to the B2B Market you must register a user account (hereinafter: Account)
2.2 To register an Account, you must enter the following information:
(a) Organization’s name;
(b) Contact details - such as e-mail, first name and last name, Skype username etc.;
(c) password for the Account;
(d) Billing details - such as billing contact’s name, e-mail, phone, street, city, postal code and country;
(e) Shipping address details (if it is different from billing address) - such as street, city, postal code and country (hereinafter: Your Location).
2.3. You are obligated to make sure that the submitted information is correct and up to date. If any of the submitted information changes, you must update it on your Account immediately. We shall not take any liability for consequences which are caused by incorrect or outdated information.
2.4. Where we have given you (or where you have chosen) a password that enables you to log in to the B2B Market, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
2.5. By creating the user account, you confirm that you have the right to represent and conclude contracts for purchasing Goods on the behalf of the legal person on whose behalf the user account is created and Goods are purchased.
3. Placing the Order
3.1. To purchase Goods via the B2B Market you must place an order (hereinafter: Order) via the B2B Market or send us an e-mail, where you:
(a) choose the type and the quantity of the Goods you want to purchase; and
(b) specify whether you will pick up the Order from our location or you want the Order to be delivered to Your Location. In the latter case, you also have to specify whether you want the Goods to be shipped by express or economy delivery.
3.2. The minimum value of a single Order is 2000 EUR (+ VAT and other taxes where applicable).
3.3. If prices are listed as “VAT Margin” in the B2B Market then VAT is included in the price. If prices are not marked as “VAT Margin” then all prices are listed without VAT or any other applicable taxes. Where applicable, Estonian domestic VAT applies to the invoice.
3.4. We will review and confirm the Order within business day after the Order has been placed.
3.5. If we do not confirm the Order within 1 business day, we will contact you for agreeing or negotiating the further conditions regarding the Order, including the price of the delivery if the Order is to be delivered to Your Location. Once we have reached an agreement we will send you an Order confirmation.
4.1. After sending the confirmation of your Order, we will issue a pro forma invoice to you.
4.2. The invoice will include the price of the purchased Goods and the cost of the delivery, if the Goods are to be delivered to Your Location (hereinafter: Fee).
4.3. The Fee shall be paid by you to a bank account specified in the invoice within 7 days as of submitting the invoice, if not specified otherwise on the invoice. If the Fee is not paid in due time, we have the right to cancel the Order.
4.4. If you have been issued a regular invoice, you shall pay a penalty of 0,2% of unpaid amounts for each day in delay.
5. Fulfilment of the Order
5.1. Unless expressly agreed in writing, we will not fulfil the Order before the entire Fee has been payed. Once the Fee clears, we will fulfil the Order within 2 business days.
5.2. If we do not have a sufficient quantity of the Goods you have ordered in stock and it is not possible to fulfil the Order in the full extent:
(a) if we are able to ship at least or more than 90% of the ordered Goods, we will fulfil the Order to the maximum extent possible;
(b) if we are not able to ship at least 90% of the ordered Goods, we will notify you of the amount of Goods in stock. Unless we receive a cancellation notice from you either by e-mail or other means in 2 business days, then we will fulfil the Order to the maximum extent possible.
5.3. If we are not able to fulfil the Order in full as described in clause 5.2 then the Fee will be reduced proportionally to the Order completion rate. The excess sum payed by you shall be considered as prepayment for future orders. If so requested, all excess Fees will be returned to the bank account from which the invoice was paid within 3 business days.
6. Delivery of the Order
6.1. We shall pack the Order safely for road and air transport and take photos of the packaging of the Goods as well as the content of the packages before each delivery. All packages containing Goods with lithium ion batteries are labelled according to UN3481 with a lithium ion battery label and shipper’s confirmation letter.
6.2. The applicable terms for delivery depend on which delivery method you specified according to section 3.1(b):
(a) If you chose to collect the Order from our location, the Order shall be delivered under EXW (Vabriku tn 2, Vahi alevik, Tartu vald, Tartu maakond, 60534, Estonia) Incoterms® 2010;
(b) If you chose that the Order would be shipped to Your Location, the Order shall be delivered under DAP (Your Location) Incoterms® 2010.
6.3. If the Order is to be shipped to Your Location, depending on the delivery address, the estimated time for delivery is:
Inside the European Union
(a) 1-2 business days (express delivery);
(b) 5-7 business days (economy delivery);
Outside the European Union
(c) - business days (express delivery);
(d) - business days (economy delivery);
6.4. You hereby agree and understand that estimated times for delivery in section 6.3 are only indicative and we are not liable if the Order is delivered later.
7. Receiving the Order
7.1. When receiving the Order you must immediately examine the condition of the packages in the presence of the person giving the Goods over to you – either the courier (DAP) or our employee (EXW) (hereinafter together: Courier).
7.2. If there are any visible damages or defects on the packaging you must:
(a) take photos of the packaging so that the damages or defects are clearly visible from the photographs; and
(b) notify the Courier of the damages or defects; and
(c) record the damages or defects in the instrument of delivery and receipt together with the Courier.
7.3. The Courier must confirm that the packages have been damaged or defected in the instrument of delivery and receipt.
7.4. You must not accept the Order if:
(a) the Courier is not able to provide you an instrument of delivery and receipt; or
(b) the Courier does not confirm that the packages have been damaged or defected.
7.5. In 7 calendar days after receiving the Order you shall examine whether the Order is complete and check that you received all Goods that were listed in the Order.
8. Quality of the Goods
8.1. You acknowledge and understand that if Goods are not labelled as “brand new” on the on B2B Market the Goods are used second-hand products.
8.2. The condition and quality of the Goods is described in the B2B Market via a grading system. Further details regarding the grading system and the condition and quality of specific Goods can be found in the B2B Market website.
9.1. We provide a Return to Base warranty to all Goods sold to you (hereinafter: Warranty). The Warranty gives you the right to demand replacement of the Goods if the Goods are not in the condition described in the B2B Market.
9.2. The warranty period is 90 days and it starts from receiving the Order (i.e. signing of the instrument of delivery and receipt).
9.3. The Warranty does not apply if:
(a) any of the conditions prescribed in the Terms and Conditions are not followed by you, including conditions prescribed in this chapter;
(b) the Goods have defects which occurred during the delivery of the Goods back to our location (as described in section 9.7(c))(in case of DAP);
(c) the defects have been caused by any action or omission you are liable for, including but not limited the following cases:
i. defects were caused by your accidental or wilful damaging of the Goods;
ii. defects were caused because the user manuals of the Goods were not followed;
iii. you impaired, changed or removed serial numbers or other similar markings on the Goods.
9.4. In order to invoke the Warranty, you must issue a Warranty claim (hereinafter: Claim).
9.5. To submit a Claim, you need to fill out our RMA form (which can be downloaded here: RMA Form). The RMA form must be filled out in English and the defects of the Goods should be described as clearly as possible. The RMA form along with the photos taken of the defective packaging or Goods must be sent via e-mail to email@example.com.
9.6. Once we have received the RMA form we will verify whether the Warranty for the concerned Goods is applicable. If that is the case, we will provide you an RMA case number.
9.7. After you have received an RMA case number you shall
(a) package the defective Goods along with all accessories and retail packages safely for road and air transport;
(b) mark the RMA number on the package and clearly label the package for the attention of the Replace OÜ Returns Department;
(c) deliver the defective Goods to our location and bear all costs and risks for such delivery.
9.8. We will test the defective Goods within 7 busines days as of receiving them and determine whether your Claim is to be satisfied, whereafter:
(a) your Claim shall not be satisfied if the Goods do not have the defects described by you or the Warranty is not applicable (as stated in section 9.3). In that case the Goods will be returned according to section 9.10;
(b) if your Claim is satisfied, we will replace the Goods without charge and deliver them according to section 9.10. If replacement is not possible we will notify you and consider the Fee paid for the defective Goods as prepayment for future Orders. If so requested, all excess Fees will be returned to the bank account from which the invoice was paid within 3 business days.
(c) if we have not made a decision within 7 business days, you are entitled to a refund of the Fee which was paid for the defective Goods. We will return it to Your Bank Account within 3 business days as of receiving the relevant request by you.
9.9. If the Goods are not received by us within 21 calendar days after sending you the RMA case number, we reserve the right not to accept the Goods if the Warranty period has expired by the time the Goods reach us.
9.10. The returned Goods will be delivered as follows:
(a) if you wish to collect the Goods from our location you must send us the corresponding notice 2 business days in advance to firstname.lastname@example.org and the delivery will be executed according to section 6.2(a).
(b) if you wish that the Goods would be returned to a location specified by you, the Goods will be delivered along with your next order or within 30 days according to section 6.2(b).
9.11. We only provide the warranty described in these Terms and Conditions and do not mediate any warranty issued by manufacturers and/or retailers of any Goods sold in the B2B Market. If such additional warranties do apply to Goods then you must turn to the relevant third party producer or retailer to use any legal remedies deriving from such a warranty.
9.12. If the Goods sold to you are regarded as waste according to § 2(1) of Estonian Waste Act, a sales warranty of 6 months is provided to such Goods according to § 2620 (3) of Estonian Waste Act.
10.1. Under no circumstances will we be liable to you, your affiliate or any third party for any pure economic loss, lost profits, lost sales or business, business interruption, loss of goodwill or any type of indirect, incidental, special, exemplary, consequential, punitive loss or damages which arises out of our or our director’s, employee’s, agent’s or any of our affiliated company’s actions or omissions.
10.2. Our liability to you, your affiliate or any third party under these Terms and Conditions or in relation to it shall in no event exceed the sum of the Order from or in relation to which our liability arises.
10.3. We are not liable to you or any third party where you resell the Goods in mediums or restrictions where such resale is prohibited. Your ability to sell or otherwise use the Goods under any jurisdiction is not grounds for return of Goods or cancellation of any Order.
10.4. You do not have the right to withdraw from the Order due to any business-related or economic reasons resulting from you, including where your partner or affiliate has cancelled their sub-order or any other similar case; or where you are not allowed to resell the Goods via certain mediums or in jurisdictions applying to you.
10.5. You shall be liable to us, our other customers, transportation service provider or any third party provider for violation of Terms and Conditions, law or best practices.
11. Governing Law and Dispute Resolution
11.1. The Terms and Conditions and the legal relations deriving from it between the Parties shall be governed by the laws of the Republic of Estonia.
11.2. If any disputes arise out of or relating to the Terms and Conditions, the Parties shall attempt to resolve them through negotiations. If the matter is not resolved by negotiations within 30 days of receipt of written “invitation to negotiate”, the Parties will resolve the dispute in Tartu County Court under the laws of the Republic of Estonia.
12. Warranties Regarding Recycling
12.1. You warrant that where purchasing defective Goods these will be handled according to European Union legislation involving the handing of Electronic Scrap Waste(s) and C.R.T. holding electronic material waste.
12.2. You warrant and acknowledge that Goods shall at the end of their product life cycle be recycled according to the WEEE legislation of the European Union. For that, we recommend using a recycling company certified according to ISO-14001.
13. Processing of Personal Data