In these conditions the seller shall mean Dizaina un
Poligrafijas Nams SIA (D.P.N) (below the “Seller”), the buyer shall mean the
company, corporation or person with whom any contract is concluded or to whom
any order confirmation is addressed (below the ”Buyer”), and the goods shall
mean the goods to be sold by the Seller to the Buyer (below the ”Goods”). These
Conditions of Sale and Delivery shall apply to the sale and delivery of Goods between
the Seller and the Buyer, unless otherwise expressly agreed in writing with
respect to all or part of the provisions contained herein.
2. Product Information
Information given in brochures and other advertising
material is only given as guidance and shall not be binding upon the Seller.
3. Formation of Agreement
No offer, obligation or agreement relating to the sale and
delivery of the Goods shall be binding upon the Seller, unless
accepted and confirmed in writing by the Seller.
4. Price Adjustment
4.1. Should, after an agreement has been concluded and
entered into, the raw material for the Goods, the purchase, transport, production
or any other costs relating to the Goods increase due to changes in the rates
of exchange or other similar circumstances more than five (5) per cent, the
Seller shall be entitled to revise the price accordingly unless otherwise
expressly agreed in writing by the parties.
4.2. Should, after an agreement has been concluded and
entered into, export or import duties, custom charges, taxes on export, import
or delivery or similar duties or charges increase or should new duties, taxes
and/or charges be introduced and implemented in respect of the Goods or the
conveyance thereof, the Seller shall be entitled to revise the price
accordingly unless otherwise expressly agreed in writing by the parties.
5.1. Except where otherwise stated in writing between the
parties, payment shall be made by the Buyer on or before the thirtieth (30th)
day after the date of the invoice unless otherwise expressly agreed in writing
by the parties.
5.2. If the Seller has objective reasons to conclude that
the financial status of the Buyer has become impaired or unsatisfactory, or in
case of late payment, it may require the Buyer to provide adequate securities,
including cash in advance, for the timely payment of future deliveries, absent
which it may suspend its supply obligations.
5.3. If the Buyer is delayed with any payment the Seller
shall be entitled to overdue interest calculated from the maturity date until
the date of actual payment at the rate 0.1% of the Invoice value for each
calendar overdue day unless accepted and confirmed in writing by the Seller..
If the Buyer has not executed the payment within two (2) months from the due
date, the Seller shall be entitled to cancel the agreement with immediate
effect by a written notice to the Buyer and to be indemnified by the Buyer for
any costs and damage incurred.
6.1. The delivery conditions and the place of delivery are
stated in the Seller’s order confirmation.
6.2. The quoted delivery period and delivery date set forth
in the Seller’s order confirmation are only approximate.
6.3. Incoterms 2010, issued by the International Chamber of
Commerce, shall apply to all deliveries of the Goods. Specific incoterm 2010 to
be agreed by the parties
6.4. The Seller shall not be liable for any losses or
damages incurred by the Buyer due to delayed delivery.
Title to the product shall transfer from the Seller to the
Buyer simultaneously with the transfer of risks as per Incoterms 2010.
8. The Quality of the Goods and Complaints
8.1 The Goods delivered by the Seller should be in line with
requirements of the Specification of the Goods signed by the Seller and the
Buyer. The number of Specification of the Goods stated in the Seller’s order
8.2. The Seller does not assume any responsibility for the
Goods being fit for any particular purpose, unless otherwise expressly stated
in writing by the Seller.
8.3. The Buyer is entitled to rely on a defect only if he
can prove that the Goods were defective when the risk for the Goods passed from
the Seller to the Buyer.
8.4. The Buyer shall notify the Seller in writing of any
defect forthwith on discovery of the defect or, at the latest, within fourteen
(14) days from receipt of the Goods.
9. Liability for Damage caused by the Goods (Product
9.1. The Seller shall be liable for personal injury and
damage to property only if it is shown that such injury or damage was caused by
negligence on the part of the Seller or others for whom the Seller is
9.2. The Seller shall under no circumstances be liable for
loss of production, loss of profit, loss of use or any other consequential
damages and/or indirect loss, whatever the cause may be. To the extent the
Seller might incur product liability towards any third
party, the Buyer shall indemnify the Seller as far as the
Seller’s liability has been limited by Sections 9.1. and 9.2.
10. Limitation of Liability
The amount of damages payable by the Seller to the Buyer
shall at all times be limited to the value of the Goods delivered, unless
otherwise expressly agreed in writing by the parties.
11. Relief of Liability (Force Majure)
The Seller shall be relieved of liability for complete or
partial non-performance of its obligations under the contract if this
non-performance is due to circumstances of force majeure which have arisen
after the contract was formed as a result of events beyond the Seller's control
including, but not limited to, wars, whether declared or not, civil wars,
riots, revolutions, acts of piracy, acts of sabotage, natural disasters,
explosions, fires, destructions of machines, boycotts, strikes, lock-outs,
occupations of factories and premises, work stoppages, requisitions,
confiscations, embargoes, expropriations, defaults of suppliers or
sub-contractors, currency restrictions, export or import bans, discontinuance
of adequate means of transport, general shortages of raw material, defects in
the machinery, raw material restrictions, energy supply restrictions.
12. Disputes and Governing law
Any disputes arising out of or in connection with this
agreement should be settled by negotiations between the parties. This agreement
shall be governed by Latvian law.