General Terms of Sale and Delivery

SIA "Vilomix Baltic"
Registration No.: 40003242366
Legal address: Tukuma nov., Tumes pag., "Bērziņi", LV-3139, Latvia
The General Terms of Sale and Delivery are applicable as from September 17, 2018
1. Application
1.1. These General Terms of Sale and Delivery, hereinafter the Terms, shall apply to trade between SIA "Vilomix Baltic", hereinafter Vilomix, and Vilomix customers, hereinafter the Purchaser, regarding the orders and/or purchase agreements that concern products of Vilomix, hereinafter the Products, that are to be sold to the Purchaser in Latvia or outside Latvia.
1.2. By placing an order for the Products, the Purchaser confirms therewith that it is acquainted with the Terms and accepts them.
1.3. These are the general Terms. Vilomix and the Purchaser are entitled to agree in writing on the changes to the Terms, or to enter into such purchase agreement, which contains special terms of sale and delivery. In these cases, Vilomix and the Purchaser can agree that the Terms are not applicable or are applicable only partially. 
1.4. The Purchaser warrants that the documents related to the orders of the Products and/or purchase agreements shall be signed only by the Purchaser’s officials or the Purchaser’s authorised persons.
1.5. The Purchaser shall not be entitled to transfer its rights and/or obligations in relation to the orders placed for the Products and/or to purchase agreements with Vilomix to third parties.
1.6. Vilomix shall be entitled to unilaterally amend the Terms. Vilomix shall publish the new wording of the Terms on its website on the Internet one month prior to the Terms coming into effect.
1.7. Vilomix shall process personal data in accordance with Vilomix Privacy Policy available on its website on the Internet.
2. Prices
2.1. All prices are indicated in Euros exclusive of VAT.
2.2. Payment for the Products shall be made by the Purchaser in accordance with Vilomix current price as stipulated in the pricelist valid on the day of delivery, unless Vilomix and the Purchaser have made a separate agreement in writing on other terms, including on the contractual price.
2.3. Vilomix shall be entitled, by giving a notice thereof to the Purchaser, as of the day of delivery to make proportional changes in the prices indicated in the pricelist for the Products or agreed between the parties in case of changes in the price for the raw materials.
2.4. Vilomix shall be entitled, by giving a notice thereof to the Purchaser, as of the day of delivery to make proportional changes in the prices indicated in the pricelist for the Products or agreed between the parties, if Vilomix is required to change the content of the Products or the production method due to amendments to the relevant legislation.
3. Orders
3.1. For Vilomix to be capable to deliver the ordered Products to the Purchaser, the Purchaser shall observe the following deadlines for placing the orders:
 The deadline for performance of orders of Products shall be 5 business days, if the Products are available at the warehouse, or the performance deadline shall be agreed with the Purchaser during the processing of the order in each separate case. Vilomix shall be entitled to make an early delivery of the order upon the agreement on the timing of the performance with the Purchaser;
 The day of placing an order shall be included in the period for performance of the order, if the order is placed or delivered by 12.00 (noon) on the respective business day;
 In case of delay of any payment on the part of the Purchaser, the timing of the performance of the order shall be 5 business days as from the receipt of the delayed payment in the bank account of Vilomix.
3.2. Orders shall be placed via e-mail or by contacting the responsible customer contact person of Vilomix, or during the business hours of Vilomix (Mondays – Thursdays from 8.00 until 16.00 and on Fridays from 8.00 until 15.30) by phone +371 29353520.
3.3. Vilomix shall send to the Purchaser a reply – confirmation e-mail or shall confirm otherwise in writing the receipt of the order and shall indicate the deadline for performance of the order.
3.4. Vilomix shall utilize the details, contact information of the Purchaser and other information received from the Purchaser only for performance of the purchase agreement and the orders.
4. Delivery
4.1. Delivery shall take place ex works (Incoterms 2010) at the production plant of Vilomix at “Bērzini”, Tume County, Tukums District (Tukuma novada Tumes pagasta “Bērziņi”), unless Vilomix and the Purchaser have agreed otherwise. The Products shall be 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.
4.2. In case Vilomix ensures delivery of the Products to the place indicated by the Buyer, the risk and the liability for the Products shall pass from Vilomix to the Purchaser when the Products are unloaded at the agreed delivery address. If the delivery cannot be made to the agreed delivery address due to lack of proper road or due to insufficient road base, delivery shall be considered to have been effected when the Products have been unloaded as close to the agreed place of delivery as the circumstances permit and as agreed with the Purchaser.  
4.3. The Purchaser shall check the delivered Products, their compliance and the content of the document (delivery note) at the moment of delivery of the Products. In case of discrepancies or damage of the Product packaging the Purchaser shall make the respective marks on the documents supporting the Product delivery. In such case the Purchaser shall be obliged also to inform the responsible contact person of Vilomix of such discrepancies or call Vilomix office during the office business hours at 29353520.
4.4. Title to the delivered Products shall remain with Vilomix until the entire purchase price, as well as fees and duties, if any, have been paid.
5. Quantities
5.1. Minimum quantity of one batch of the Products of the same kind, which is produced based on a special order by the Purchaser, is 1 000 kg (one thousand kilos). Smaller batches are being sold, if the Products are already stored at Vilomix warehouse.
5.2. The Purchaser shall accept the delivery of the agreed quantity at the agreed time of delivery in accordance with the order placed and/or the purchase agreement between Vilomix and the Purchaser.
5.3. Changes in the Purchaser’s production shall not release the Purchaser from its obligations under Clause 5.2.
6. Quality
6.1. The products are delivered with the guarantees of contents that are applicable at the beginning of the period of contract. Further information about the guarantees on contents can be provided by Vilomix.
6.2. Vilomix shall be entitled to make proportional changes in the agreed guarantees of contents in case amendments in relevant legislation necessitate such changes.
6.3. The Products are delivered in accordance with the provisions on variations and fluctuations from declared quality in the feedstuff legislation at force at any time.
7. Liability
7.1. Vilomix shall not be liable for the loss incurred during the transportation of the Products.
7.2. In case of damage and loss of any kind, Vilomix can only be held liable if it can be documented and proved that the damage or loss is due to actionable errors or omissions on the part of Vilomix.
7.3. Product damage and actual defects can only be proven based on samples of the load taken from the Products before the risk and the liability for the Products pass to the Buyer and thus not based on samples taken from the Purchaser’s own silo or the like. Sampling shall be duly documented and shall be conducted in the presence of the representatives of the both parties, who sign the respective documents.
7.4. Vilomix liability in clause 7.1 is conditional upon the Purchaser having used and handled the Products in accordance with the supplied instructions.
7.5. Vilomix liability in clause 7.1 is conditional upon immediate written complaint about the damage or loss from the Purchaser to Vilomix.
7.6. If the actual defect is caused by an incorrect quantity or quality, the Purchaser shall be entitled to demand supplementary delivery or replacement delivery if the Purchaser has complained in accordance with clause 7.5.
7.7. In case of incorrect quantity or quality, Vilomix shall be entitled to carry out supplementary or replacement delivery.
7.8. If a third party makes a claim for compensation against one of the parties, such party shall immediately inform the other party.
8. Loss
8.1. The maximum liability of Vilomix to pay damages for the Purchaser’s documented loss in each case cannot exceed EUR 10,000 (ten thousand Euros), unless Vilomix has acted negligently or intentionally.
8.2. Vilomix shall not compensate the Purchaser for indirect losses, including but not limited to loss on operations, loss of time and loss of profits.
9. Force majeure
9.1. The following circumstances shall entail exemption from liability if they prevent performance of the agreement or make such performance unreasonably onerous: strikes, lockouts and any other circumstance that the parties cannot control, such as fire, war, mobilization, acts of sabotage, requisitioning, confiscation, revolt, unrest and similar force majeure situations.
9.2. The party that claims any of the above circumstances shall without undue delay inform the other party in writing of the occurrence and end of such events.
9.3. Both parties shall be entitled to terminate the agreement by written notice to the other party when performance thereof within a reasonable time becomes impossible due to circumstances mentioned in clause 9.1.
10. Payments
10.1. In standard case the Purchaser shall perform payments for the Products within 30 (thirty) days after delivery of the Products, unless agreed otherwise, and shall cover the expenses related to transfer of funds to Vilomix. The terms of payment binding upon the Purchaser appear also from the purchase agreement, invoice or order confirmation.
10.2. In case of late payment, the Purchaser may be charged an enforcement fee and interest on overdue payment as prescribed by law. Information about interest and enforcement fee can be obtained from Vilomix.
10.3. If the invoices have not been paid within a period of 30 (thirty) days as from the moment of the delivery of the Products, Vilomix shall be entitled to calculate late interest amounting to 0.1% (zero point one percent) of the outstanding payment per each day of delay, but no more than 10% (ten percent) of the outstanding payment.
11. Settlement of disputes
11.1. Disputes in relation to sale and delivery of the Products and its terms shall be settled by the Zemgale District Court in Tukums (Zemgales rajona tiesā Tukumā), in accordance with the regulatory enactments in force in the Republic of Latvia.