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Terms & Conditions

1. THE SUBJECT OF THE AGREEMENT

  • The Seller sells and the Buyer buys the goods offered by the Seller – electronic and telecommunications equipment and parts (hereinafter referred to as the Goods) in accordance with the Order of Goods separately agreed upon in writing between the Buyer and the Seller in accordance with the provisions of this Agreement.

  • The Parties agree that the Order of the Goods that has been bilaterally agreed upon in writing by the Parties in accordance with the procedures specified in Chapter 2 of the Agreement shall be considered binding to the Parties (hereinafter referred to as the Order).

  • Each Order shall be an integral part of this Agreement. The Agreement may serve as the basis for multiple purchase and sale of the Goods.

2. PROCEDURES OF ORDERING THE GOODS

  • The Buyer places an initial order by sending a request for the Goods to the Seller's email address specified in the Agreement or using the Seller's B2B platform, if such will be developed during the term of the Agreement, of which the Seller shall notify the Buyer accordingly.

  • After receiving the Buyer's request, the Seller prepares an offer for the specific order and sends it to the Buyer's email address specified in the Agreement or to the Buyer's phone number using the WhatsApp communication site. The Sellers offer states:

    • the quantity of the ordered Goods;

    • Product type and specification;

    • price and payment terms;

    • delivery address;

    • delivery rules;

    • estimated delivery time of the Goods;

    • and other attributable information.

  • If the Buyer, after receiving the Seller's offer, decides to place an order, the Buyer must take one of the following actions, which serves as an irrevocable order confirmation:

  • send a purchase order (PO) generated by the Seller's B2B platform to the Seller's email address specified in the Agreement;

  • sign the Seller's Proforma Invoice and send it back to the Seller's email address specified in the Agreement;

  • send an order confirmation to the Seller's email address specified in the Agreement.

3. PRICE AND PAYMENT TERMS OF THE GOODS

  • The Parties agree on price of Goods in each Order separately. Terms of payment are stated on the face of the invoice. All sales are subject to the prior approval.

  • The Buyer shall pay for the Goods in advance within 1 (one) business day (if not agreed differently) from the date of receipt of the Seller's invoice (hereinafter – the Payment Term).

  • The Seller reserves the right not to release the Goods for delivery until the Buyer has paid the invoice issued by the Seller.

  • The Buyer has the right to ask the Seller to consider the possibility of paying for the Goods in the post-payment manner by submitting the Buyer's financial documents to the Seller for evaluation (for example, the company's balance sheet, profit and loss statement and other documents at the Seller's discretion).

  • All bank fees, charges and commissions are paid by the Buyer. Payment will be made without any set-off or suspension on any account whatsoever. No deduction of any cash discount shall be allowed as long as older due invoices remain unpaid.

4. DELIVERY OF GOODS AND TRANSFER OF OWNERSHIP

  • The Goods shall be delivered and transferred to the Buyer at the address specified in the Order in accordance with the delivery conditions set out in the Order.

  • The Seller offers to deliver the Goods in accordance with the following Incoterms 2020 terms:

  • EXW (Ex Works) - transport costs are borne by the Buyer;

  • DAP (Delivery at Place) - transport costs are borne by the Seller.

  • The prices of the Goods in the Seller's offer are indicated accordingly, taking into account the selected Incoterms 2020 delivery terms.

  • Ownership of the Goods shall be transferred to the Buyer at the moment of delivery and acceptance of the Goods. The Buyer shall undertake the risk for accidental loss or damage of the Goods as of the moment of obtaining ownership of the Goods. 

  • At the moment of accepting the Goods, the Buyer shall inspect conformity of the type and quantity of the transferred Goods with the Order, as much as possible, and also the discovered defects of the Goods. Violations discovered at the moment of transfer of the Goods in relation to non-conformity of the type and quantity of the Goods with the Order, as well as discovered defects of the Goods, the Buyer shall notify the Seller within 1 (one) working day from the day of receipt of the Goods, attaching supporting evidence. After the expiration of the term specified in this Article, the Buyer can no longer submit claims to the Seller regarding the Goods (except as specified in Chapter 6).

  • Compliance with EU Regulations

  • The Buyer agrees to comply fully with all applicable European Union (EU) export control regulations, including but not limited to Council Regulation (EU) No 833/2014 and its amendments, specifically including Article XVIII, Section 3(h). 

  • The Buyer warrants and represents that the goods supplied under this Agreement will not be re-exported, transferred, or sold to any country or entity subject to EU sanctions, including but not limited to the following countries:

    • Russia

    • Belarus

    • North Korea

    • Iran

    • Syria

    • Venezuela

    • Any other country or entity subject to EU sanctions at the time of delivery or transfer. ​

5. LIABILITY OF THE PARTIES

  • If the Buyer delays the Payment Term, the Buyer shall pay the Seller late interest in the amount of 0.01% of the delayed principal amount for each delayed day, counting the delay from the Payment Term. If the Buyer delays the Payment Term, the payment received from the Buyer shall first be included in the late payment interest, then the older debt in terms of time will be reduced.

  • Payment of the fine does not release the Parties from fulfilling their obligations under the Agreement

  • If collection is directed against the Buyer by third parties, the unpaid Goods cannot be the subject of collection. It is forbidden for the Buyer to pledge the unpaid Goods or encumber it in any other way.

  • The Parties shall be liable for the performance of the Agreement in accordance with the laws and legal regulations of the Republic of Latvia and shall indemnify each other for direct losses incurred due to non-performance or improper performance of the obligations provided for in the Agreement.

  • The Buyer represents and warrants that the Goods will not be re-exported, sold or otherwise transferred to countries and territories subject to European Union, United Nations or US OFAC sanctions, including but not limited to Russia, Belarus, Iran, Syria and North Korea. The Buyer undertakes to comply with all applicable laws and regulations governing the export control of goods and the sanctions regime, including but not limited to Council Regulation (EC) No. 833/2014 and the Latvian International and National Sanctions Law. In the event of a breach of this condition, the Seller has the right to immediately terminate the contract and claim compensation for all losses incurred.

6. WARRANTY

  • Product warranties, if any, are provided by the manufacturer of the Goods as may be specified on Product packaging, accompanying documentation or RMA Policy of the manufacturer.

  • Any deviations of quality, color, width, weight, equipment or design, which are customary in trade or of a minor nature and technically inevitable, are excluded from the warranties.

  • The warranty period of the Goods delivered shall be according to the warranty terms provided by the manufacturer as stated on the packaging, the Goods’ manuals and/or other documents accompanying the Goods, and shall commence from the date of delivery of the Goods.

  • If Goods are defective or become defective within the manufacturer’s warranty period due to a production or material defect, Axial may choose, at his own discretion, to deliver refurbished or new Goods, to repair the Goods (“Subsequent performance”) or to issue a credit; all other warranty claims, in particular all of the Buyer’s or its Buyer’s claims to compensation for consequential damage, shall initially be excluded. Subsequent performances may be attempted several times.

  • The Seller hereby warrants that the Goods being sold have no hidden defects that might render the Goods unfit for use as intended, or for which the Goods usefulness would be reduced to such an extent that the Buyer, being aware of such defects, would have not purchased the Goods or would have not paid the agreed price for it.

7. CONFIDENTIALITY AND PERSONAL DATA

  • This Agreement and its terms, as well as all data, including personal data, that was made available to the Buyer in performance of this Agreement, are confidential and the Buyer undertakes to refrain from disclosing them to third parties. Also, the Buyer undertakes to keep confidential and not to disclose to any third party any information that relates to this Agreement/or and which was made available to the Buyer in performing its obligations under this Agreement and in any case not to use such information to his own purposes that are in conflict with the Seller's interests.

  • As a result of this Agreement, Parties may obtain from each other a certain information relating to identified or identifiable individuals (hereinafter - Personal Data), e.g. information about employees (name, surname, position, company, email, phone number).

  • Parties agree to (i) transfer only the Personal Data that is required for the performance of the obligations under this Agreement; (ii) process the Personal Data received under this Agreement solely for the purpose of performing the obligations under the Agreement; and (iii) comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter - GDPR), all applicable laws, regulations and international accords or treaties, pertaining to Personal Data.

  • Parties shall take all appropriate legal, organizational, and technical measures to ensure the confidentiality of Personal Data, and protect Personal Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access, and against all other unlawful forms of processing, keeping in mind the nature of such data. Parties shall maintain reasonable operating standards and security procedures and shall use its best efforts to secure Personal Data through the use of appropriate physical and logical security measures including, but not limited to, appropriate network security technologies.

  • The obligations under this Chapter 7 shall survive the termination of Agreement.

8. CONTACTS

  • Each Party may indicate in writing to the other party certain persons who are entitled to act in the course of performance of the Agreement.

  • The Parties may replace their representatives by notifying the other party in writing 2 (two) calendar days in advance, providing the contact information of the new representative. The representative shall be deemed to have been replaced from the date of receipt of the notification by the other party.

9. OTHER PROVISIONS

  • The Agreement is valid from the date of signature of the AXIAL TRADE APPLICATION FORM.

  • The Parties have the right to terminate the Agreement by notifying the other Party 30 (thirty) days in advance. Termination of the Agreement does not release the Parties from obligations that arose before the termination of the Agreement.

  • Disputes regarding the interpretation and implementation of the provisions of the Agreement shall be considered in the courts of the Republic of Latvia, in accordance with the laws and legal regulations of the Republic of Latvia.

  • All notices in connection with the Agreement shall be made in writing and submitted to the other party against a signature or sent by registered mail to the registered address of the party or to the e-mail address of the respective party specified in this Agreement. The party shall be deemed to have received the notice sent by registered mail on the 7th (seventh) day after it was sent (delivered to the post office), the notice delivered in person on the same day as the party signed to receive it, and the notice sent to the e-mail address on the next business day after it was sent. The parties may rebut this presumption of receipt if they point to objective circumstances which, independently of the will of the party, prevented the receipt of the document. The party shall notify the other party of changes in its address or other information immediately, but not later than within 2 (two) calendar days from the date of the change. Until notice of the change of address is received, correspondence delivered to the previous address shall be deemed to have been duly sent.

10. Fiscal & VAT Regulations

  • We hereby confirm that the company will comply with all VAT and/or any Fiscal Regulations both of the country of registration and of the country of delivery (if different) concerning the trades and the Goods purchased from Axial.

  • We further confirm that the company will make all necessary Fiscal and VAT declarations and applications concerning the Goods purchased from Axial, properly and in time, as required by the EU Law and National Law both of the country of registration and of the country of the delivery (if different).

© 2024 by AXIAL TRADE.

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