General Terms of Sale and Delivery

SIA Vilomix Baltic
General Terms and Conditions of Sale and Delivery
SIA Vilomix Baltic
Registration No 40003242366
Registered office: Bērziņi, Tumes pag., Tukuma nov. LV-3139, Latvia
The General Terms and Conditions of Sale and Delivery are applicable as from 16 May 2019


1. Application
1.1. These General Terms and Conditions of Sale and Delivery (the Terms and Conditions) apply to trade between SIA Vilomix Baltic (Vilomix) and Vilomix customers (the Purchaser), regarding orders and/or purchase agreements and/or supply agreements  concerning  products of Vilomix (Products) that are sold to the Purchaser in or outside the Republic of Latvia. The list of Products is available on request. Vilomix may make changes to the list of Products unilaterally. 
1.2. By placing an order for the Products, the Purchaser confirms it has reviewed and accepts the current version of the Terms and Conditions.
1.3. These are the general Terms and Conditions. Vilomix and the Purchaser are entitled to enter into such purchase or supply contract, which contains special terms and conditions of sale and delivery, agreeing that the Terms and Conditions are not applicable, are applicable only partially or that certain provisions of the Terms and Conditions are applicable otherwise than specified in the Terms and Conditions.    
1.4. The Purchaser guarantees that the documents related to the orders of Products and/or purchase contracts will be signed only by the Purchaser’s officials (legal representatives) or authorised persons.
1.5. The Purchaser may not transfer its rights and/or obligations relating to the orders placed for Products and/or to purchase contracts with Vilomix to any third party.
1.6. Vilomix is entitled to unilaterally amend the Terms and Conditions. Vilomix publishes the new version of the Terms and Conditions on its website stating their effective date.
1.7. Vilomix processes personal data of individuals in accordance with Vilomix Privacy Policy available on its website.
1.8. With respect to transactions between Vilomix and the Purchaser that is a consumer, the Terms and Conditions are applicable to the extent allowed by the consumer rights protection laws and regulations. 


2. Prices
2.1. Vilomix sells and delivers Products to the Purchaser and the Purchaser buys and receives Products from Vilomix at the price indicated in the Vilomix pricelist or offer valid at the time when Vilomix approves the Purchaser's order in accordance with Clause 3.4 of the Terms and Conditions, unless a separate agreement containing different provisions, including a different price, has been made between Vilomix and the Purchaser. If the Product price includes delivery, this is indicated respectively in the Vilomix pricelist or offer. All prices in the Vilomix pricelist or offer are quoted in euro without VAT. Products are grouped by product type in the Vilomix pricelist. The Purchaser receives the pricelist on request.
2.2. Vilomix may unilaterally change the prices of Products stated in the pricelist subject to giving notice thereof to the Purchaser. 
3. Orders
3.1. For Vilomix to be capable to deliver the ordered Products to the Purchaser, the Purchaser has to observe the following deadlines for placing the orders:
 the timeframe for Product order execution (delivery to a customer within the Republic of Latvia or placing Products at the Purchaser's disposal in the location specified in Clause 4.1 of the Terms and Conditions) is 3 (three) business days if Products are available in the warehouse, or 5 (five) business days if Products are not in stock; 
 the manner and time of execution of the order is agreed with the Purchaser during the processing of the order in each separate case. Vilomix is entitled to make an early delivery of the order upon the agreement on the timing of the performance with the Purchaser. Order execution day is not included in the time of order execution;
 in case of late payment by the Purchaser, the execution time of the order is counted from the day following the day of receipt of the payment in the Vilomix bank account.
3.2. If Products are not available in Vilomix warehouse, the execution time of the orders depends on the time of delivery and/ or production of raw materials and goods, and this time may be longer than the period specified in Clause 3.1. Vilomix informs the Purchaser separately of the time of order execution, which is longer than 5 (five) business days, at the moment when the offer is made regarding Product delivery. 
3.3. Orders are placed via e-mail (products for food-producing animals) or (Products for pets) or by contacting the responsible customer contact person of Vilomix, or by means of an electronic document transmission system (if a separate agreement has been made with the Purchaser in this respect), or during business hours of Vilomix (Mondays – Thursdays from 8.00 until 16.00 and on Fridays from 8.00 until 15.30) by phone +371 63181127 or +371 29353520.
3.4. If Vilomix has received an order from the Purchaser electronically or in writing, Vilomix sends to the Purchaser a reply – confirmation email or otherwise confirms the acceptance of the order in writing and specifies the timeframe for the execution of the order.
3.5. Vilomix uses the Purchaser’s details and contact information as well as other information received from the Purchaser only for performance of the purchase (supply) contract and the execution of orders.


4. Delivery
4.1. Delivery takes place ex works (Incoterms 2010) at the production plant of Vilomix at Bērziņi, Tumes pagasts, Tukuma novads, or at the delivery address specified by the Purchaser in the order, or otherwise as agreed by Vilomix and the Purchaser. 
4.2. Products are handed over to the Purchaser at the production plant of Vilomix on Monday-Thursday between 8.00 and 16.00 and on Friday between 8.00 and 15.30.
4.3. Risks and Liability for the Products pass to the Purchaser in accordance with the delivery terms at the time of receipt of the goods in the Vilomix warehouse or when Products are delivered at another agreed delivery point. The Purchaser ensures free and safe access of freight transport to the delivery point for Products. 
4.4. If the delivery cannot be made to the agreed delivery address due to lack of proper road or due to insufficient road base or any other circumstances, Vilomix notifies the Purchaser thereof in writing and delivery is considered to have been effected when Products have been unloaded as close to the agreed place of delivery as possible.  
4.5. The Purchaser checks the delivered Products, their compliance (name, quantity, validity of Product, etc.) with the order and content of the delivery document (delivery note) at the time of receipt of Products. The Purchaser confirms the conformity of Products to information provided in the delivery note by putting his signature thereon.
4.6. In case of any discrepancy or damage of the Product packaging the Purchaser makes respective marks on the documents supporting the Product delivery. In such case the Purchaser is also obliged to promptly inform the responsible contact person of Vilomix of such discrepancy or call Vilomix office during the office business hours by phone +371 63181127 or +371 29353520.
4.7. Upon signature of the delivery note for the delivered Products, the Purchaser has no right to make any claim as to quantity, weight, non-conformity of labelling, packaging, and other criteria that should have been identified at the time of Product acceptance.
4.8. Title to the delivered Products remains with Vilomix until the full purchase price, as well as fees and duties, if any, have been paid.


5. Quantities
5.1. The minimum amount of purchase or delivery of a particular Product type is specified in the pricelist, in the offer to the customer or in the purchase or supply contract.
5.2. The Purchaser is obligated to accept the delivery of the agreed quantity at the agreed time of delivery in accordance with the order placed and/or the purchase contract made between Vilomix and the Purchaser.


6. Quality
6.1. Products are delivered in accordance with the qualitative indicators stated on the label, which are agreed with the Purchaser at the moment of commencement of the transaction, and in accordance with the laws and regulations in force at the moment regarding deviations and fluctuations from the declared quality. The Purchaser has the right to request from Vilomix full information about qualitative indicators of Products.
6.2. It is the Purchaser's responsibility that Products are stored under suitable conditions as stated on the Product packaging. Vilomix is not responsible for the quality of Products, if the Purchaser cannot prove that Products have been stored according to the conditions indicated on the Product packaging or accompanying documents. Representatives of Vilomix have the right to visit the Purchaser and check the conditions of storage of Products, and the Purchaser has to provide such possibility.
6.3. The Purchaser undertakes to use verified measuring devices when weighing out the delivered Products in smaller packs. If unverified measuring devices are used, the Purchaser may not submit any claims to Vilomix claims and Vilomix is not responsible for the weight difference. 
6.4. The Purchaser is obligated to file any claims regarding non-compliance of the delivered Products with the quality requirements with Vilomix immediately, but in any case no later than within 7 (seven) days of the moment of finding the Product non-compliance.


7. Liability
7.1. Vilomix's liability is limited to any loss or damage resulting from any culpable act or omission by Vilomix. 
7.2. Sampling (if any) must be properly documented and if it takes place in the territory of the Republic of Latvia, it should be carried out in the presence of an inspector of the Food and Veterinary Service. Sampling outside the territory of the Republic of Latvia takes place in the presence of representatives of Vilomix and the Purchaser.
7.3. Vilomix’s liability set forth in Clause 7.1 is conditional upon the Purchaser having used and handled the Products in accordance with the instructions supplied with Products.
7.4. Vilomix’s liability set forth in Clause 7.1 arises only if the Purchaser immediately files a written claim for damages with Vilomix.  
7.5. If the Product shortage takes the form of an inadequate quantity or quality, the Purchaser has the right to request supplementary or repeated delivery if the Purchaser has made a claim under Clause 7.4. 
7.6. In case of incorrect quantity or improper quality, Vilomix may carry out supplementary or repeated delivery.
7.7. If a third party makes a claim for compensation against one of the parties, such party immediately informs the other party thereof.
7.8. Maximum liability of Vilomix is limited to the amount of direct losses. Vilomix does not cover the loss of profit for the Purchaser. In any case, the amount of Vilomix's liability for the quality of the Product does not exceed the price of Product(s). 


8. Force Majeure
8.1. The following circumstances entail exemption from liability if they prevent performance of the contract or make such performance unreasonably onerous: strikes, lockouts and any other circumstances that are beyond control of the parties, such as fire, war, mobilization, acts of sabotage, requisition, confiscation, revolt, unrest and similar force majeure circumstances.
8.2. The party that claims any of the above circumstances without undue delay informs the other party in writing of the occurrence and end of such events.
8.3. Each party is entitled to terminate the contract by written notice to the other party when performance thereof within a reasonable time becomes impossible due to any of the circumstances specified in clause 8.1.


9. Payments
9.1. In standard case the Purchaser makes payments for Products within 30 (thirty) days of delivery of Products, unless agreed otherwise, and covers expenses related to transfer of funds to Vilomix. The terms of payment binding upon the Purchaser also arise from the purchase contract, order confirmation or invoice.
9.2. In case of late payment, the Purchaser may be charged an enforcement fee and late-payment interest. Information about late-payment interest and enforcement fee can be obtained from Vilomix.
9.3. If the invoices have not been paid within a period of 30 (thirty) days of the delivery of Products, Vilomix is entitled to calculate late-payment  interest amounting to 0.1% (zero point one per cent) of the outstanding payment per each day of delay, but not more than 10% (ten per cent) of the outstanding amount.


10. Dispute settlement 
10.1. Disputes related to sale and delivery of Products and its terms is settled before the Zemgale District Court in Tukums (Zemgales rajona tiesa Tukumā), in accordance with the applicable laws and regulations of the Republic of Latvia.